Sen. John G. Mulroe

Filed: 3/31/2011

 

 


 

 


 
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1
AMENDMENT TO SENATE BILL 2076

2    AMENDMENT NO. ______. Amend Senate Bill 2076 by replacing
3everything after the enacting clause with the following:
 
4    "Section 5. The Division of Banking Act is amended by
5changing Sections 2.5, 5, and 6 as follows:
 
6    (20 ILCS 3205/2.5)
7    Sec. 2.5. Prohibited activities.
8    (a) For the purposes of this Section, "regulated entity"
9means any person, business, company, corporation, institution,
10or other entity who is subject to regulation by the Office of
11Banks and Real Estate under Sections 3 and 46 of the Illinois
12Banking Act, Section 1-5 of the Illinois Savings and Loan Act
13of 1985, Section 1004 of the Savings Bank Act, Section 1-3 of
14the Residential Mortgage License Act of 1987, Section 2-4 of
15the Corporate Fiduciary Act, Section 3.02 of the Illinois Bank
16Holding Company Act of 1957, the Savings and Loan Share and

 

 

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1Account Act, Section 1.5 of the Pawnbroker Regulation Act,
2Section 3 of the Foreign Banking Office Act, or Section 30 of
3the Electronic Fund Transfer Act.
4    (b) The Commissioner and the deputy commissioners shall not
5be an officer, director, employee, or agent of a regulated
6entity or of a corporation or company that owns or controls a
7regulated entity.
8    The Commissioner and the deputy commissioners shall not own
9shares of stock or hold any other equity interest in a
10regulated entity or in a corporation or company that owns or
11controls a regulated entity. If the Commissioner or a deputy
12commissioner owns shares of stock or holds an equity interest
13in a regulated entity at the time of appointment, he or she
14shall dispose of such shares or other equity interest within
15120 days from the date of appointment.
16    The Commissioner and the deputy commissioners shall not
17directly or indirectly obtain a loan from a regulated entity or
18accept a gratuity from a regulated entity that is intended to
19influence the performance of official duties.
20    (c) Employees of the Office of Banks and Real Estate shall
21not be officers, directors, employees, or agents of a regulated
22entity or of a corporation or company that owns or controls a
23regulated entity.
24    Except as provided by standards which the Office of Banks
25and Real Estate may establish, employees of the Office of Banks
26and Real Estate shall not own shares of stock or hold any other

 

 

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1equity interest in a regulated entity or in a corporation or
2company that owns or controls a regulated entity, or directly
3or indirectly obtain a loan from a regulated entity, or accept
4a gratuity from a regulated entity that is intended to
5influence the performance of official duties. However, in no
6case shall an employee of the Office of Banks and Real Estate
7participate in any manner in the examination or direct
8regulation of a regulated entity in which the employee owns
9shares of stock or holds any other equity interest, or which is
10servicing a loan to which the employee is an obligor.
11    (d) If the Commissioner, a deputy commissioner, or any
12employee of the Office of Banks and Real Estate properly
13obtains a loan or extension of credit from an entity that is
14not a regulated entity, and the loan or extension of credit is
15subsequently acquired by a regulated entity or the entity
16converts to become a regulated entity after the loan is made,
17such purchase by or conversion to a regulated entity shall not
18cause the loan or extension of credit to be deemed a violation
19of this Section.
20    Nothing in this Section shall be deemed to prevent the
21ownership of a checking account, a savings deposit account, a
22money market account, a certificate of deposit, a credit or
23debit card account, or shares in open-end investment companies
24registered with the Securities and Exchange Commission
25pursuant to the federal Investment Company Act of 1940 and the
26Securities Act of 1933 (commonly referred to as mutual or money

 

 

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1market funds).
2    (e) No Commissioner, deputy commissioner, employee, or
3agent of the Office of Banks and Real Estate shall, either
4during or after the holding of his or her term of office or
5employment, disclose confidential information concerning any
6regulated entity or person except as authorized by law or
7prescribed by rule. "Confidential information", as used in this
8Section, means any information that the person or officer
9obtained during his or her term of office or employment that is
10not available from the Office of Banks and Real Estate pursuant
11to a request under the Freedom of Information Act.
12(Source: P.A. 89-508, eff. 7-3-96.)
 
13    (20 ILCS 3205/5)  (from Ch. 17, par. 455)
14    Sec. 5. Powers. In addition to all the other powers and
15duties provided by law, the Commissioner shall have the
16following powers:
17    (a) To exercise the rights, powers and duties formerly
18vested by law in the Director of Financial Institutions under
19the Illinois Banking Act.
20    (b) To exercise the rights, powers and duties formerly
21vested by law in the Department of Financial Institutions under
22"An act to provide for and regulate the administration of
23trusts by trust companies", approved June 15, 1887, as amended.
24    (c) To exercise the rights, powers and duties formerly
25vested by law in the Director of Financial Institutions under

 

 

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1"An act authorizing foreign corporations, including banks and
2national banking associations domiciled in other states, to act
3in a fiduciary capacity in this state upon certain conditions
4herein set forth", approved July 13, 1953, as amended.
5    (c-5) To exercise all of the rights, powers, and duties
6granted to the Director or Secretary under the Illinois Banking
7Act, the Corporate Fiduciary Act, the Electronic Fund Transfer
8Act, the Illinois Bank Holding Company Act of 1957, the Savings
9Bank Act, the Illinois Savings and Loan Act of 1985, the
10Savings and Loan Share and Account Act, the Residential
11Mortgage License Act of 1987, and the Pawnbroker Regulation
12Act.
13    (c-10) To take any action authorized by the Illinois
14Banking Act, the Corporate Fiduciary Act, the Electronic Fund
15Transfer Act, the Illinois Bank Holding Company Act of 1957,
16the Savings Bank Act, the Illinois Savings and Loan Act of
171985, the Residential Mortgage License Act of 1987, or the
18Pawnbroker Regulation Act, when such action is necessary to
19protect depositors or other customers of the regulated entity
20from actions of the regulated entity.
21    (c-15) To enter into cooperative agreements with
22appropriate federal and out-of-state state regulatory agencies
23to conduct and otherwise perform any examination of a regulated
24entity as authorized under the Illinois Banking Act, the
25Corporate Fiduciary Act, the Electronic Fund Transfer Act, the
26Illinois Bank Holding Company Act of 1957, the Savings Bank

 

 

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1Act, the Illinois Savings and Loan Act of 1985, the Residential
2Mortgage License Act of 1987, and the Pawnbroker Regulation
3Act.
4    (d) Whenever the Commissioner is authorized or required by
5law to consider or to make findings regarding the character of
6incorporators, directors, management personnel, or other
7relevant individuals under the Illinois Banking Act, the
8Corporate Fiduciary Act, the Pawnbroker Regulation Act, or at
9other times as the Commissioner deems necessary for the purpose
10of carrying out the Commissioner's statutory powers and
11responsibilities, the Commissioner shall consider criminal
12history record information, including nonconviction
13information, pursuant to the Criminal Identification Act. The
14Commissioner shall, in the form and manner required by the
15Department of State Police and the Federal Bureau of
16Investigation, cause to be conducted a criminal history record
17investigation to obtain information currently contained in the
18files of the Department of State Police or the Federal Bureau
19of Investigation, provided that the Commissioner need not cause
20additional criminal history record investigations to be
21conducted on individuals for whom the Commissioner, a federal
22bank regulatory agency, or any other government agency has
23caused such investigations to have been conducted previously
24unless such additional investigations are otherwise required
25by law or unless the Commissioner deems such additional
26investigations to be necessary for the purposes of carrying out

 

 

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1the Commissioner's statutory powers and responsibilities. The
2Department of State Police shall provide, on the Commissioner's
3request, information concerning criminal charges and their
4disposition currently on file with respect to a relevant
5individual. Information obtained as a result of an
6investigation under this Section shall be used in determining
7eligibility to be an incorporator, director, management
8personnel, or other relevant individual in relation to a
9financial institution or other entity supervised by the
10Commissioner. Upon request and payment of fees in conformance
11with the requirements of Section 2605-400 of the Department of
12State Police Law (20 ILCS 2605/2605-400), the Department of
13State Police is authorized to furnish, pursuant to positive
14identification, such information contained in State files as is
15necessary to fulfill the request.
16    (e) When issuing charters, permits, licenses, or other
17authorizations, the Commissioner may impose such terms and
18conditions on the issuance as he deems necessary or
19appropriate. Failure to abide by those terms and conditions may
20result in the revocation of the issuance, the imposition of
21corrective orders, or the imposition of civil money penalties.
22    (f) If the Commissioner has reasonable cause to believe
23that any entity that has not submitted an application for
24authorization or licensure is conducting any activity that
25would otherwise require authorization or licensure by the
26Commissioner, the Commissioner shall have the power to subpoena

 

 

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1witnesses, to compel their attendance, to require the
2production of any relevant books, papers, accounts, and
3documents, and to conduct an examination of the entity in order
4to determine whether the entity is subject to authorization or
5licensure by the Commissioner or the Division. If the Secretary
6determines that the entity is subject to authorization or
7licensure by the Secretary, then the Secretary shall have the
8power to issue orders against or take any other action,
9including initiating a receivership against the unauthorized
10or unlicensed entity.
11    (g) The Commissioner may, through the Attorney General,
12request the circuit court of any county to issue an injunction
13to restrain any person from violating the provisions of any Act
14administered by the Commissioner.
15    (h) Whenever the Commissioner is authorized to take any
16action or required by law to consider or make findings, the
17Commissioner may delegate or appoint, in writing, an officer or
18employee of the Division to take that action or make that
19finding.
20    (i) Whenever the Secretary determines that it is in the
21public's interest, he or she may publish any cease and desist
22order or other enforcement action issued by the Division.
23(Source: P.A. 96-1365, eff. 7-28-10.)
 
24    (20 ILCS 3205/6)  (from Ch. 17, par. 456)
25    Sec. 6. Duties. The Commissioner shall direct and supervise

 

 

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1all the administrative and technical activities of the Office
2and shall:
3    (a) Apply and carry out this Act and the law and all rules
4adopted in pursuance thereof.
5    (b) Appoint, subject to the provisions of the Personnel
6Code, such employees, experts, and special assistants as may be
7necessary to carry out effectively the provisions of this Act
8and, if the rate of compensation is not otherwise fixed by law,
9fix their compensation; but neither the Commissioner nor any
10deputy commissioner shall be subject to the Personnel Code.
11    (c) Serve as Chairman of the State Banking Board of
12Illinois.
13    (d) Serve as Chairman of the Board of Trustees of the
14Illinois Bank Examiners' Education Foundation.
15    (e) Issue guidelines in the form of rules or regulations
16which will prohibit discrimination by any State chartered bank
17against any individual, corporation, partnership, association
18or other entity because it appears in a so-called blacklist
19issued by any domestic or foreign corporate or governmental
20entity.
21    (f) Make an annual report to the Governor regarding the
22work of the Office as the Commissioner may consider desirable
23or as the Governor may request.
24    (g) Perform such other acts as may be requested by the
25State Banking Board of Illinois pursuant to its lawful powers
26and perform any other lawful act that the Commissioner

 

 

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1considers to be necessary or desirable to carry out the
2purposes and provisions of this Act.
3    (h) Adopt, in accordance with the Illinois Administrative
4Procedure Act, reasonable rules that the Commissioner deems
5necessary for the proper administration and enforcement of any
6Act the administration of which is vested in the Commissioner
7or the Office of Banks and Real Estate.
8    (i) Work in cooperation with the Director of Aging to
9encourage all financial institutions regulated by the Office to
10participate fully in the Department on Aging's financial
11exploitation of the elderly intervention program.
12    (j) Deposit all funds received, including civil penalties,
13pursuant to the Illinois Banking Act, the Corporate Fiduciary
14Act, the Illinois Bank Holding Company Act of 1957, and the
15Check Printer and Check Number Act in the Bank and Trust
16Company Fund.
17(Source: P.A. 92-483, eff. 8-23-01; 93-786, eff. 7-21-04.)
 
18    Section 10. The State Finance Act is amended by adding
19Section 5.786 as follows:
 
20    (30 ILCS 105/5.786 new)
21    Sec. 5.786. The Savings Institutions Regulatory Fund.
 
22    Section 15. The Illinois Savings and Loan Act of 1985 is
23amended by changing Sections 1-10.01, 1A-8, 2-5, 3-2, 3-6, 3-7,

 

 

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15-7, 6-2.1, 6-4, 6-5, 6-7, 6-8, 6-9, 6-10, 6-11, 6-12, 6-13,
26-15, 7-5, 7-7, 7-15, 7-19.1, 7-20, 7-21, 7-23, 7-24, 7-25,
37-26, 7-27, and 8-4 and by adding Sections 1-10.40, 6-16, and
47-19.2 as follows:
 
5    (205 ILCS 105/1-10.01)  (from Ch. 17, par. 3301-10.01)
6    Sec. 1-10.01. "Board": the Board of Savings Institutions,
7as described in Sections 7-20 through 7-22 7-26 of this Act.
8(Source: P.A. 89-508, eff. 7-3-96.)
 
9    (205 ILCS 105/1-10.40 new)
10    Sec. 1-10.40. Depository institution. "Depository
11institution", as used in this Act, means an insured depository
12institution as defined by Section 3(c)(2) of the Federal
13Deposit Insurance Act (12 U.S.C. 1813), as amended, or an
14insured credit union as defined by Section 101(7) of the
15Federal Credit Union Act (12 U.S.C. 1752(7)), as amended.
 
16    (205 ILCS 105/1A-8)  (from Ch. 17, par. 3301A-8)
17    Sec. 1A-8. (a) An association, including a mutual
18association operating under this Act, may reorganize so as to
19become a holding company by:
20    (1) chartering one or more subsidiary associations, the
21ownership of which shall be evidenced by stock shares, to be
22owned by the chartering parent association; and
23    (2) by transferring the substantial portion of its assets

 

 

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1and all of its insured deposits and part or all of its other
2liabilities to one or more subsidiary associations.
3    (b) In order to effect reorganization under subsection (a),
4the Board of Directors of the original association must approve
5a plan providing for such reorganization which shall be
6submitted for approval by a majority of the voting members of
7the association. Approval must occur at a meeting called by the
8Board of Directors and in accordance with the association's
9Articles of Incorporation and By-laws. The Secretary may
10Commissioner shall promulgate rules to regulate the formation
11of and the ongoing business of the subsidiaries and the holding
12company, including the rights of members, levels of investment
13in holding company subsidiaries and stock sales.
14(Source: P.A. 85-1143.)
 
15    (205 ILCS 105/2-5)  (from Ch. 17, par. 3302-5)
16    Sec. 2-5. Subscriptions to capital and temporary
17organization.
18    Upon receipt of the permit to organize an association, the
19applicants shall constitute the organization committee and
20shall perfect a temporary organization by electing a chairman,
21vice-chairman and a secretary of the association, who shall act
22as the temporary officers of such association until their
23successors are duly elected and qualified. Such temporary
24officers thereupon shall proceed to:
25    (a) Secure subscriptions for the required amount of capital

 

 

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1in form and manner approved by the Secretary Commissioner; and
2    (b) Call a meeting of subscribers, who shall adopt articles
3of incorporation and elect at least 5 directors to serve until
4the first annual meeting of the association and until their
5successors are elected and qualified.
6(Source: P.A. 84-543.)
 
7    (205 ILCS 105/3-2)  (from Ch. 17, par. 3303-2)
8    Sec. 3-2. Members' meetings.
9    (a) Each annual meeting of the members shall be held at the
10time specified in the by-laws; but the failure to hold an
11annual meeting at the time so specified shall not work a
12forfeiture or dissolution of the association. The board of
13directors, or the holders of not less than 20% of the
14outstanding permanent reserve shares or of the withdrawal value
15of all withdrawable capital of the association, or such other
16person or persons as may be designated by the by-laws, may call
17a special meeting of the members. Every annual or special
18meeting shall be held at the business office of the
19association, or, if the space therein available for such
20meeting is inadequate, in such other place within the same
21county as shall be specifically designated in the notice of
22such meeting.
23    (b) Notice of an annual meeting shall be published once not
24less than 10 days nor more than 40 days before the date of the
25meeting and shall be posted in areas of public access at the

 

 

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1place of business of the association in a manner that may to be
2prescribed by the Secretary Commissioner. Such notice shall be
3prominently and continuously displayed up to and including the
4day of the meeting beginning not less than 60 days immediately
5preceding the date of such meeting.
6    (c) However, for any special meeting, for any annual
7meeting which is to consider any proposition the affirmative
8action on which requires two-thirds vote as set forth in this
9Act, or for any proposition to amend the articles of
10incorporation of the association, the notice shall be by mail,
11post marked not less than 10 days or more than 40 days before
12the date of the meeting, and by posting at the association's
13place of business in a like manner as for an annual meeting,
14with such posting to commence on the date notice is given.
15Published or mailed notice shall state the place, day, hour and
16purpose of the meeting.
17    (d) A quorum at any meeting of the members shall consist of
18the members present in person or represented by proxy, who are
19entitled to cast a majority of the total number of votes which
20all members of the association are entitled to cast at such
21meeting; except that the articles of incorporation may specify
22some other quorum requirement, but not less than one-third of
23such total number of votes. Any meeting, including one at which
24a quorum is not present, may be adjourned by majority vote to a
25specified date without further notice.
26    (e) Voting at a meeting may be either in person or by proxy

 

 

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1executed in writing by the member or shareholder or by his duly
2authorized attorney-in-fact. No proxy shall be valid:
3        (1) Unless executed in an instrument separate from
4    other forms, documents or papers which pertain to any
5    matter of the association or a member's interest therein.
6    The form of such instrument may shall be prescribed by the
7    Secretary Commissioner, who shall give due regard to size,
8    color, appearance and distinctiveness;
9        (2) For any meeting at which the member who gave it is
10    present, provided that notice that the member will himself
11    exercise his voting rights is given in writing prior to the
12    taking of any vote to an official whom the association
13    shall at each meeting identify as having responsibility for
14    such matter and provided further that the validity and
15    duration of such proxy will be otherwise unimpaired;
16        (3) Unless the member giving the proxy is told by the
17    person to whom it is given, or his agent or representative,
18    that the proxy is optional and the voting rights it
19    represents can be exercised by the member himself; that if
20    it is given it can be cancelled at any time by giving
21    notice in writing at the association's office at least 5
22    days prior to any meeting, and that meeting alone, at which
23    the member is present and has given written notification of
24    his intent to exercise his voting rights; the provisions of
25    this paragraph shall only be applicable to associations not
26    maintaining insurance of the association's withdrawable

 

 

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1    capital;
2        (4) Unless the member giving the proxy is told by the
3    person to whom it is given, or his agent or representative,
4    the name of the individual who will exercise the proxy;
5    that the effect of the proxy will be to entitle the person
6    to whom it is given to use the vote or votes the proxy
7    represents as if it or they were that person's own vote or
8    votes; and that, if the proxy is given to someone
9    representing the management of the association, the effect
10    of the proxy will be to support the policies and procedures
11    of the association's management; the provisions of this
12    paragraph shall only be applicable to associations not
13    maintaining insurance of the association's withdrawable
14    capital; or
15        (5) After 11 months from the date of its execution,
16    unless otherwise provided in the proxy and unless the
17    member giving the proxy is notified in writing when it will
18    terminate.
19    (f) In the determination of all questions requiring
20ascertainment of the members entitled to vote and of the number
21of outstanding shares, the following rules shall apply:
22        (1) The date of determination shall be as provided in
23    the Section of this Act concerning Record Date for Voting,
24    Dividend and Other Purposes;
25        (2) Each person holding one or more withdrawable share
26    accounts shall have the vote of one share for each $100 of

 

 

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1    the aggregate withdrawal value of such accounts and shall
2    have the vote of one share for any fraction of $100;
3        (3) Each holder of permanent reserve shares shall have
4    one vote for each permanent reserve share which he holds;
5        (4) Each borrowing member as such shall have the vote
6    of one share in addition to any vote which he may have
7    otherwise;
8        (5) Shares owned by the association shall not be
9    counted or voted; and
10        (6) Notwithstanding anything contained in this Act to
11    the contrary, an association authorized to issue permanent
12    reserve shares may provide in the association's articles of
13    incorporation that voting rights shall be vested
14    exclusively in permanent reserve shareholders.
15(Source: P.A. 89-355, eff. 8-17-95.)
 
16    (205 ILCS 105/3-6)  (from Ch. 17, par. 3303-6)
17    Sec. 3-6. Officers; Suspension and removal of officers,
18directors and employees.
19     (a) The officers of an association shall consist of a
20president, one or more vice presidents, a secretary, a
21treasurer and such other officers as the by-laws shall provide,
22to be elected by the directors; if the by-laws so provide, any
232 or more offices may be held by the same person, except that
24one person shall not hold the offices of president and
25secretary. The duties and powers of the secretary of the

 

 

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1association may be set forth in the by-laws of the association
2and may be exercised by any other officer designated by the
3board of directors.
4    (b) The existence of an association shall not terminate by
5reason of the failure to elect officers at the time mentioned
6in the by-laws, and each officer shall hold his office until
7his successor is elected and qualified.
8    (c) Whenever any officer, director or employee of an
9association or of a holding company operating under this Act is
10charged in any indictment with the commission of or
11participation in a crime involving the affairs of any
12association incorporated under this Act or of a holding company
13operating under this Act, a federal association or any other
14financial institution, the Secretary Commissioner may, by
15written notice served upon such officer, director or employee,
16suspend him from office. Such suspension shall remain in effect
17(unless such officer, director or employee sooner resigns or is
18not reappointed or reelected at the expiration of his term of
19office) until such officer, director or employee is convicted
20or is adjudged not guilty of such offense or the indictment is
21dismissed or otherwise disposed of. If such officer, director,
22or employee is convicted of such offense, he shall thereupon
23cease to be an officer, director, or employee of such
24association; but if he is found not guilty, his suspension
25shall automatically be terminated. The Secretary Commissioner
26may request the Attorney General to file an action on his

 

 

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1behalf to enforce any order made under this subsection.
2    (d) The board of directors shall designate and determine
3the management structure of the association and elect or
4appoint all officers. Each of the officers elected or appointed
5by the board of directors shall serve at the pleasure of the
6board of directors or pursuant to a written employment contract
7between the officer and the association.
8    (e) Whenever the Secretary Commissioner determines that
9any officer, director or employee of an association or a
10holding company operating under this Act has committed a
11violation of any law, rule, regulation or order of the
12Secretary Commissioner, and that such violation or continued
13violation may result in a substantial financial loss or other
14substantial damage to the association or holding company or
15that the interests of its members may be seriously prejudiced
16by such violation or continued violation, the Secretary
17Commissioner shall notify such officer, director or employee of
18his intention to issue an order and may thereafter issue an
19order suspending such person from office or prohibiting his
20participation in the conduct of the affairs of the association
21or holding company, or both. The notice to such person shall
22contain a statement of facts constituting the grounds for such
23order; shall fix a time when such order will be issued; and
24shall state the effective date of such order, which shall be
25not less than 10 days after the date of the order. A copy of
26such notice and order shall be sent to the association or

 

 

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1holding company. Such order shall be and remain in effect from
2the effective date specified in the notice provided for under
3this Section until such time as the order is removed by the
4Secretary Commissioner or until the order is removed, modified
5or stayed pursuant to the Administrative Review Law.
6    (f) Officers and directors of any entity operating under
7this Act shall also disclose to the Secretary Commissioner any
8and all criminal proceedings in which they have been a party or
9participated which resulted in a grant of immunity from
10prosecution, a conviction, a plea of nolo contendere or its
11equivalent, or which are currently pending.
12(Source: P.A. 86-137.)
 
13    (205 ILCS 105/3-7)  (from Ch. 17, par. 3303-7)
14    Sec. 3-7. Bonds of officers and employees.
15    (a) Every person appointed or elected to any position
16requiring the receipt, payment, management or use of money
17belonging to an association, or whose duties permit him to have
18access to or custody of any of its money or securities or whose
19duties permit him regularly to make entries in the books or
20other records of the association, before assuming his duties
21shall become bonded in some trust or company authorized to
22issue bonds in this state, or in a fidelity insurance company
23licensed to do business in this State. Each such bond shall be
24on a form or forms as the Secretary may Commissioner shall
25require and in such amount as the board of directors shall fix

 

 

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1and approve. Each such bond, payable to the association, shall
2be an indemnity for any loss the association may sustain in
3money or other property through any dishonest or criminal act
4or omission by any person required to be bonded, committed
5either alone or in concert with others. Such bond shall be in
6the form and amount prescribed by the Secretary Commissioner,
7who may at any time require one or more additional bonds. Each
8bond shall provide that a cancellation thereof either by the
9surety or by the insured shall not become effective unless and
10until 30 days notice in writing first shall have been given to
11the Secretary Commissioner, unless he shall have approved such
12cancellation earlier.
13    (b) Nothing contained herein shall preclude the Secretary
14Commissioner from proceeding against an association as
15provided in this Act should he believe that it is being
16conducted in an unsafe manner in that the form or amount of
17bonds so fixed and approved by the board of directors is
18inadequate to give reasonable protection to the association.
19(Source: P.A. 96-1365, eff. 7-28-10.)
 
20    (205 ILCS 105/5-7)  (from Ch. 17, par. 3305-7)
21    Sec. 5-7. Sale, assignment and servicing of loans and
22contracts.
23    (a) Any association may sell any loan or a participating
24interest in a loan at any time, in the usual and regular course
25of business. All loans sold shall be sold without recourse

 

 

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1except as may otherwise be provided by regulations of the
2Secretary Commissioner. The Secretary Commissioner may, by
3regulation, adopt limitations upon the sale of loans. The
4provisions of this paragraph (a) do not apply to the sale of
5loans to agencies of the United States or the State of Illinois
6or such other government sponsored agencies as may be approved
7by the Secretary Commissioner.
8    (b) An association may contract to service a loan or a
9participating interest in a loan, but such a contract shall
10conform to any the pertinent regulations prescribed by the
11Secretary Commissioner and shall require sufficient
12compensation to reimburse the association for all expenses
13incurred under such contract.
14    (c) An association may sell and assign without recourse any
15master's certificate of sale, defaulted loan or defaulted real
16estate contract to any person eligible to purchase the same,
17for an amount not less than the fair cash market value thereof.
18(Source: P.A. 84-543.)
 
19    (205 ILCS 105/6-2.1)  (from Ch. 17, par. 3306-2.1)
20    Sec. 6-2.1. Procedure to amend articles of incorporation
21for name change.
22    (a) Notwithstanding the requirements of Section 6-2 of this
23Act, an association, after commencing business, may amend its
24articles of incorporation Notwithstanding any provision of
25this Act to the contrary, the Commissioner may waive the

 

 

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1requirements of Section 6-2 if the proposed amendment is solely
2for purposes of changing the name of the association, and upon
3satisfactory completion of the following requirements:
4        (1) Submission by the board of directors of a certified
5    resolution approving the proposed name change and
6    approving a plan for notifying all parties who may be
7    affected by the change, including, but not limited to,
8    members, account holders, borrowers, creditors, and
9    parties to whom or with whom commitments of any type are
10    pending name change by unanimous vote of all members of the
11    board.
12        (2) The new name, as determined by the Secretary, meets
13    the requirements for names under this Act or rules adopted
14    by the Secretary. Submission by the board of an attorney's
15    opinion that the proposed name is not the same as the name
16    of any other financial institution in Illinois.
17    Upon satisfactory completion of these requirements, the
18    Secretary shall issue an approved amendment to the articles
19    of incorporation as provided for in subsection (d) of
20    Section 6-2 of this Act.
21        (3) Submission of a detailed statement to the
22    Commissioner by the board of directors stating the grounds
23    for their belief that a vote of members would be
24    detrimental to the association's safety and soundness.
25        (4) Submission of a plan for notifying all parties who
26    would be affected by the change, including a list of

 

 

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1    creditors, and parties to whom or with whom, commitments of
2    any type may be pending.
3        (5) Satisfactory evidence that the name change is not
4    for fraudulent, illegal or misleading purposes.
5    Upon receipt of the above items the Commissioner shall
6    issue an approved amendment to the articles of
7    incorporation as provided for in subsection (d) of Section
8    6-2 of this Act.
9    (b) No amendment of the articles of incorporation to change
10the name of an association shall affect any existing cause of
11action either in favor of or against the association, or any
12pending action in which the association shall be a party, nor
13shall it affect the existing rights of persons other than
14members of the association. No action brought by or against the
15association under its former name shall be abated by reason of
16the change.
17(Source: P.A. 86-137.)
 
18    (205 ILCS 105/6-4)  (from Ch. 17, par. 3306-4)
19    Sec. 6-4. Merger; Adoption of plan. Any depository
20institution may merge into an association operating under this
21Act; any association operating under this Act may merge into a
22depository institution. Any 2 or more associations operating
23under this Act or under Federal charter and located in this
24State, or duly authorized to do business in this State, may
25merge into one association operating under this Act. Any

 

 

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1association operating under this Act that does not meet its net
2worth requirements, as defined by regulations of the
3Commissioner, and any federal association may merge into one
4association operating under this Act or under federal charter
5and located in this State. Any association operating under this
6Act and an eligible insured bank may merge into an association
7operating under this Act, provided that an association
8operating under this Act must result from the merger. Any
9association operating under this Act may merge into a State or
10national bank with a bank resulting from the merger. The board
11of directors of the merging association or depository
12institution, State or national bank, or eligible insured bank,
13by resolution adopted by a majority vote of all members of the
14board, must approve the plan of merger, which shall set forth:
15    (a) The name of each of the merging associations or
16depository institutions , State or national bank, or eligible
17insured bank and the name of the continuing association or
18depository institution bank and the location of its business
19office;
20    (b) The amount of capital, reserves, and undivided profits
21of the continuing association or depository institution bank
22and the kinds of shares and other types of capital to be issued
23thereby;
24    (c) The articles of incorporation of the continuing
25association or charter of the continuing depository
26institution bank;

 

 

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1    (d) A detailed pro forma financial Statement of the assets
2and liabilities of the continuing association or depository
3institution bank;
4    (e) The manner and basis of converting the capital of each
5merging association or depository institution , State or
6national bank or eligible insured bank into capital of the
7continuing association or depository institution bank;
8    (f) The other terms and conditions of the merger and the
9method of effectuating it; and
10    (g) Other provisions with respect to the merger that appear
11necessary or desirable or that the Secretary Commissioner may
12reasonably require to enable him to discharge his duties with
13respect to the merger.
14    (h) The Secretary Commissioner may promulgate rules to
15implement this Section.
16(Source: P.A. 86-952; 87-1226.)
 
17    (205 ILCS 105/6-5)  (from Ch. 17, par. 3306-5)
18    Sec. 6-5. Merger; approval by Secretary Commissioner.
19    (a) The plan of merger adopted as authorized by Section
206-4, except when the merger results in a State or national
21bank, shall be submitted to the Secretary Commissioner for
22approval, together with a certified copy of the authorizing
23resolution of each board of directors, showing approval by a
24majority of the entire board of each merging association or
25eligible insured bank operating under this Act or merging

 

 

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1federal association.
2    (b) The Secretary Commissioner may make or cause to be made
3an examination of the affairs of each of the merging
4associations or depository institutions under the Secretary's
5authority eligible insured bank.
6    (c) The Secretary Commissioner may approve the plan of
7merger, or if the Secretary Commissioner disapproves the plan
8of merger, he shall state State his objections in writing and
9give the merging associations or depository institution
10eligible insured bank an opportunity to amend the plan of
11merger to address obviate the objections. The Secretary
12Commissioner may require that the plan of merger be submitted
13to the members of the merging association for approval. Each
14meeting of the members of an association operating under this
15Act shall be called and held in accordance with Section 3-2 of
16this Act. The plan is approved by the members of an association
17if it receives the affirmative vote of two-thirds or more of
18the total votes that the members of the association are
19entitled to cast.
20(Source: P.A. 86-952; 87-1226.)
 
21    (205 ILCS 105/6-7)  (from Ch. 17, par. 3306-7)
22    Sec. 6-7. Merger - Secretary's Commissioner's certificate;
23effective date.
24    (a) If the plan of merger is approved, the Secretary
25Commissioner thereupon shall issue to the continuing

 

 

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1association a certificate of merger, setting forth the name of
2each merging association or depository institution eligible
3insured bank and the name of the continuing association, and
4the articles of incorporation of the continuing association;
5and attaching thereto, as a part thereof, a copy of the
6resolution of the directors of each merging association or
7depository institution eligible insured bank and a copy of the
8report of proceedings of the members' meeting, if required
9under paragraph (c) of Section 6-5 of this Act.
10    (b) The merger takes effect upon the recording of the
11certificate of merger in the same manner as articles of
12incorporation, in each county in which the business office of
13any of the merging associations or depository institution
14eligible insured bank was located, and in the county in which
15the business office of the continuing association is located.
16    (c) When duly recorded, the certificate of merger is
17conclusive evidence, except against the State, of the merger
18and of the correctness and validity of all proceedings in
19connection with the merger.
20(Source: P.A. 86-952.)
 
21    (205 ILCS 105/6-8)  (from Ch. 17, par. 3306-8)
22    Sec. 6-8. Merger; Secretary's Commissioner's expenses. The
23expenses of any examination made by or at the direction of the
24Secretary Commissioner in connection with a proposed merger
25shall be paid by the continuing associations or depository

 

 

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1institutions under the Secretary's authority resulting bank.
2(Source: P.A. 86-952; 87-1226.)
 
3    (205 ILCS 105/6-9)  (from Ch. 17, par. 3306-9)
4    Sec. 6-9. Effect of merger.
5    (a) The continuing association or depository institution
6resulting bank shall be considered the same business and
7corporate entity as each merging association, with all of the
8property, rights, powers, duties and obligations of each
9merging association, except as otherwise provided by the
10articles of incorporation of the continuing association or
11depository institution resulting bank.
12    (b) All liabilities of each of the merging association or
13depository institution associations, resulting bank, or
14eligible insured bank shall be liabilities of the continuing
15association or resulting bank; and all of the rights,
16franchises, and interests of each of the merging associations
17or eligible insured bank in and to every kind of property,
18real, personal or mixed, shall vest automatically in the
19continuing association or depository institution resulting
20bank, without any deed or other transfer.
21    (c) Any reference to a merging association or depository
22institution , resulting bank, or eligible insured bank in any
23writing, whether executed or effective before or after the
24merger, shall be deemed a reference to the continuing
25association or depository institution resulting bank, if not

 

 

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1inconsistent with the other provisions of such writing.
2    (d) No pending action or other judicial proceeding to which
3any merging association or depository institution , resulting
4bank, or eligible insured bank is a party shall be abated or
5dismissed by reason of the merger, but shall be prosecuted to
6final judgment in the same manner as if the merger had not
7occurred.
8    (e) (Blank). With respect to a merger with an eligible
9insured bank, an association operating under this Act must
10result from the merger, and provided further that the
11association must conform all assets acquired or liabilities
12incurred as the result of the merger to the legal requirements
13for assets acquired, held, or invested or liabilities assumed
14or incurred by an association operating under this Act and that
15the continuing association shall conform all of its activities
16to those activities in which an association operating under
17this Act is authorized to engage.
18(Source: P.A. 86-952; 87-1226.)
 
19    (205 ILCS 105/6-10)  (from Ch. 17, par. 3306-10)
20    Sec. 6-10. Sale of assets.
21    (a) An association, in one transaction not in the usual and
22regular course of its business, may sell all or substantially
23all of its assets, with or without its name and goodwill, to
24another association or depository institution to a Federal
25association, in consideration of money, capital or obligations

 

 

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1of the purchasing association or depository institution. An
2association may sell any office or facility and equipment in
3conformity with regulations of the Secretary Commissioner.
4    (b) Emergency sale of assets. With the approval in writing
5of the Secretary Commissioner, which approval shall state that
6the proposed sale is, in his opinion, necessary for the
7protection of the depositors and other creditors, any
8association that is an eligible depository institution as
9defined in Section 2 of the Illinois Banking Act may by a vote
10of a majority of its board of directors, and without a vote of
11its members or permanent reserve shareholders, sell all or any
12part of its assets to another association or depository
13institution State or Federally chartered association or to a
14bank as defined in Section 2 of the Illinois Banking Act or to
15the Federal Deposit Insurance Corporation, or to both a State
16or Federally chartered association or bank and the Federal
17Deposit Insurance Corporation, provided that the purchasing a
18State or Federally chartered association or depository
19institution bank assumes in writing all of the liabilities of
20the selling association and that any such sale to a bank shall
21be by an eligible depository institution as defined in Section
222 of the Illinois Banking Act.
23    (c) Notwithstanding any other provision of this Act, an
24association may sell to an association or depository
25institution any bank, as defined in Section 2 of the Illinois
26Banking Act, an insubstantial portion of its total deposits.

 

 

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1For the purpose of this subsection, an insubstantial portion of
2its total deposits shall have the same meaning as provided in
3Section 5(d)(2)(D) of the Federal Deposit Insurance Act. Such
4sale of an insubstantial portion of an association's deposits
5may be by vote of a majority of the board of directors, and
6with approval of the Secretary Commissioner without a vote of
7its members or permanent reserve shareholders.
8(Source: P.A. 86-952.)
 
9    (205 ILCS 105/6-11)  (from Ch. 17, par. 3306-11)
10    Sec. 6-11. Procedure to effect sale of all assets. The
11procedure to effect a sale authorized by subsection (a) of
12Section 6-10 shall be as follows:
13    (a) The board of directors shall adopt a resolution setting
14forth the terms of the proposed sale and shall submit the plan
15to the Secretary Commissioner for his preliminary approval.
16Upon receipt of approval by the Secretary Commissioner, the
17plan shall be submitted to a vote at a meeting of the members,
18which may be an annual or special meeting;
19    (b) The terms shall be set forth in the notice of meeting
20mailed as prescribed in Section 3-2 of this Act;
21    (c) The proposed sale will be approved by the members upon
22receiving in the affirmative 2/3 or more of the total number of
23votes which all members of the association are entitled to
24cast. A proposal for the voluntary liquidation of the
25association shall be submitted to the members at the same

 

 

09700SB2076sam001- 33 -LRB097 10191 CEL 53765 a

1meeting or at any adjournment thereof, or at any later meeting
2called for such purpose, in accordance with Article 9 of this
3Act. A report of proceedings, certified by the president or a
4vice-president and attested by the secretary of the
5association, and setting forth the terms of the proposed sale,
6the notice given and time of mailing thereof, the vote on the
7proposal, and the total number of votes which all members of
8the association were entitled to cast thereon, shall be filed
9with the Secretary Commissioner;
10    (d) If the Secretary Commissioner finds that the proposed
11sale is fair to all holders of capital, creditors and other
12persons concerned, and provision has been made for the
13disposition of the remaining assets, if any, of the association
14as provided in this Act for reorganization or voluntary
15liquidation, then he shall issue to the association a
16certificate of authorization for such sale, attaching thereto,
17as a part thereof, a copy of the report of proceedings filed as
18aforesaid;
19    (e) Upon recording the Secretary's Commissioner's
20certificate in the same manner as the association's articles of
21incorporation, the association may complete the sale so
22authorized; except that an insured association first shall
23obtain the approval of the insurance corporation;
24    (f) If the sale includes the name of the association, the
25purchasing depository institution association shall have the
26exclusive right to such name for a period of 5 years; and

 

 

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1    (g) If the association has failed to adopt a plan of
2voluntary liquidation, the Secretary Commissioner may proceed
3against such association as provided in Article 10 of this Act.
4(Source: P.A. 86-952.)
 
5    (205 ILCS 105/6-12)  (from Ch. 17, par. 3306-12)
6    Sec. 6-12. Conversion from State to Federal association.
7Any association operating under this Act may become a Federal
8association pursuant to the laws and regulations of the United
9States and in accordance with the following procedure:
10    (a) The board of directors shall approve a plan of
11conversion by resolution adopted by majority vote of all of the
12directors. The plan shall set forth, among other terms:
13        (1) A financial statement of the association as of the
14    last business day of the month preceding the adoption of
15    the plan;
16        (2) The disposition of withdrawable capital and
17    permanent reserve capital, if any;
18        (3) Adjustments, if any, in the value of the
19    withdrawable accounts when exchanged for comparable
20    accounts in the Federal association;
21        (4) The disposition of any segregated surplus
22    established under Section 4-5 of this Act;
23        (5) The disposition of any obligations or liabilities;
24    and
25        (6) Such other information as may be required by the

 

 

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1    Secretary Commissioner;
2    (b) The plan shall not be submitted to the members until
3approved by the Secretary Commissioner;
4    (c) The Secretary Commissioner may approve the plan; or if
5the Secretary Commissioner disapproves the plan, he shall state
6his objections in writing and give the converting association
7an opportunity to amend the plan to obviate such objections.
8Approval shall be given in such case if the Secretary
9Commissioner finds that the plan meets the requirements of this
10Act and the plan is equitable and protects the rights of all
11persons affected, including such contingent interests as
12theretofore may have been created in the segregated surplus, if
13any;
14    (d) After receipt of such approval from the Secretary
15Commissioner, the plan of conversion shall be mailed to each
16member and may be submitted to a vote at an annual or special
17meeting of the members. The plan will be adopted upon receiving
18in the affirmative 2/3 or more of the total number of votes
19which all members of the association are entitled to cast. A
20report of proceedings at such meeting, certified by the
21president or a vice-president and attested by the secretary of
22the association, shall be filed promptly with the Secretary
23Commissioner;
24    (e) Within 90 days after the date of such meeting, the
25association shall take the action prescribed and authorized by
26the laws and regulations of the United States to complete its

 

 

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1conversion to a Federal association; and
2    (f) Upon receipt of a Federal charter, the association
3shall file promptly with the Secretary Commissioner either a
4copy of such charter or a certificate of the appropriate
5Federal officers setting forth the facts concerning the
6issuance of such charter; and upon recording the charter in the
7same manner as the association's articles of incorporation, the
8association shall cease to be an association operating under
9this Act.
10(Source: P.A. 84-543.)
 
11    (205 ILCS 105/6-13)  (from Ch. 17, par. 3306-13)
12    Sec. 6-13. Conversion from Federal to State association.
13Any Federal association may become an association operating
14under this Act, pursuant to the laws and regulations of the
15United States and in accordance with the following procedure:
16    (a) The board of directors shall adopt a plan of
17conversion, which shall set forth, among other terms, the
18provisions required in sub-section (a) of the preceding Section
19of this Act. Such plan and resolution shall be submitted to the
20Secretary Commissioner;
21    (b) If the Secretary Commissioner, after appropriate
22examination, shall find that the association complies
23sufficiently with the requirements of this Act to entitle it to
24become an association operating under this Act, he shall
25approve the plan of conversion. However, he may prescribe terms

 

 

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1and conditions, to be fulfilled either prior to or after the
2conversion, to cause the association to conform with the
3requirements of this Act;
4    (c) After receipt of the Secretary's Commissioner's
5approval, the plan of conversion may be submitted at an annual
6or special meeting of the members; and the plan will be adopted
7upon receiving in the affirmative 2/3 or more of the total
8number of votes which all members of the association are
9entitled to cast. Thereupon, such action shall be taken to
10adopt articles of incorporation, to elect directors, to adopt
11by-laws and to elect officers as is prescribed for a new
12association in the Article of this Act concerning Incorporation
13and Organization. A report of proceedings at such meeting,
14certified by the president or a vice-president and attested by
15the secretary of the association, shall be filed promptly with
16the Secretary Commissioner;
17    (d) If the Secretary Commissioner finds that such
18proceedings have been in accordance with the provisions of this
19Section, he shall issue a certificate of conversion, setting
20forth the articles of incorporation and attaching, as a part of
21the certificate, a copy of the report of proceedings filed as
22aforesaid; and
23    (e) The conversion shall become effective upon the
24recording of the certificate of conversion in the manner
25required by this Act for the recording of articles of
26incorporation.

 

 

09700SB2076sam001- 38 -LRB097 10191 CEL 53765 a

1(Source: P.A. 84-543.)
 
2    (205 ILCS 105/6-15)  (from Ch. 17, par. 3306-15)
3    Sec. 6-15. Emergency merger. With the prior approval of the
4Secretary Commissioner, which approval shall state that the
5proposed merger is in his opinion necessary for the protection
6of the depositors and other creditors, any association that is
7an eligible depository institution as defined in Section 2 of
8the Illinois Banking Act, may by a vote of a majority of its
9board of directors and without a vote of its members or
10permanent reserve shareholders merge with an association or
11depository institution, federal association, or bank as
12defined in Section 2 of the Illinois Banking Act, with such
13other association or depository institution , federal
14association, or bank being the resulting or continuing
15association or depository institution , federal association or
16bank.
17(Source: P.A. 86-952.)
 
18    (205 ILCS 105/6-16 new)
19    Sec. 6-16. Waiver of requirements. Notwithstanding any
20provision of this Article, the requirements imposed by this
21Article on an association that seeks to convert to, merge into,
22or sell substantially all of its assets to a depository
23institution that is not an association shall be no more
24burdensome or restrictive than the requirements imposed by

 

 

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1federal or other State law on a depository institution that is
2not an association that seeks to convert to, merge into, or
3sell substantially all of its assets to an association. The
4Secretary may waive any such requirement imposed by this
5Article that is more burdensome or restrictive.
 
6    (205 ILCS 105/7-5)  (from Ch. 17, par. 3307-5)
7    Sec. 7-5. Examination.
8    (a) The Secretary Commissioner, at least once every 18
9months, but more often if he deems it necessary or expedient,
10with or without previous notice, shall cause an examination to
11be made of the affairs of every association, including any
12holding company and subsidiary thereof. If an association or
13holding company has not been audited at least once in the
14preceding 12 months in accordance with this Act, the
15examination shall include an audit by licensed public
16accountants employed or appointed by the Secretary
17Commissioner. Such examination shall be made by competent
18examiners appointed for that purpose who are not officers or
19agents of, or in any manner interested in, any association or
20holding company which they examine, except that they may be
21holders of withdrawable capital. Notwithstanding any other
22provision of this Act, every eligible association, as defined
23by regulation, or, if not so defined, to an equivalent extent
24as would be permitted in the case of a State bank, the
25Secretary, in lieu of the examination, may accept on an

 

 

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1alternating basis the examination made by the appropriate
2federal banking regulator, or its successor, pursuant to the
3federal Home Owners' Loan Act, provided the appropriate federal
4banking regulator, or its successor, has made an examination.
5    (b) The officers, agents or directors of any such
6association or holding company shall cause the books of the
7association or holding company to be opened for inspection by
8the Secretary Commissioner or his examiners and otherwise
9assist in such examination when requested; and for the purpose
10of examination, the examiner in charge thereof shall have power
11to administer oaths and to examine under oath any officers,
12employees, agents or directors of such association or holding
13company and such other witnesses as he deems necessary relative
14to the business of the association or holding company.
15    (c) The Secretary Commissioner shall make a report of each
16examination to the board of directors of the association or
17holding company examined, which report shall be read by each
18director, who will then execute a signed statement affidavit to
19be filed and preserved by the association or holding company
20acknowledging that he has read the Secretary's Commissioner's
21report. If the affairs of the association or holding company
22are not being conducted in accordance with this Act, the
23Secretary Commissioner shall require the directors, officers
24or employees to take any necessary corrective action. If the
25necessary corrective action is not made, the Secretary
26Commissioner may issue a formal order to the directors of the

 

 

09700SB2076sam001- 41 -LRB097 10191 CEL 53765 a

1association or holding company delivered either personally or
2by registered or certified mail, specifying a date which may be
3immediate or may be at a later date for the performance by the
4association or holding company of the corrective action. Such
5order or any part thereof shall be subject to Sections 7-24
6through 7-27 of this Act. If the formal order of the Secretary
7Commissioner in whole or in part contains a finding that the
8business of the association or holding company is being
9conducted in a fraudulent, illegal or unsafe manner, or that
10the violation thereof or the continuance by the association or
11holding company of the practice to be corrected could cause
12insolvency or substantial dissipation of assets or earnings or
13the impairment of its capital, such order or part thereof shall
14be complied with promptly on and after the effective date
15thereof until modified or withdrawn by the Secretary
16Commissioner, the Board, or modified or terminated by a circuit
17court. The Secretary Commissioner may apply to the circuit
18court of the county in which the association or holding company
19is located for enforcement of any such order requiring prompt
20compliance. If no hearing has been requested within the time
21specified by this Act, the Secretary Commissioner may, at any
22time within 90 days after the effective date of the order,
23institute suit in the Circuit Court of Sangamon County or the
24circuit court of the county in which the association or holding
25company is located to compel the directors, officers or
26employees to make the required corrective action. Such court

 

 

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1shall, after due process of law, adjudicate the question and
2enter the proper order or orders and enforce them. In the
3interests of the members of the association or holding company,
4the Commissioner may prepare a statement of the condition of
5the association or holding company and may mail the statement
6to the members or may require a single publication thereof.
7(Source: P.A. 96-1365, eff. 7-28-10.)
 
8    (205 ILCS 105/7-7)  (from Ch. 17, par. 3307-7)
9    Sec. 7-7. Reports to Secretary Commissioner and members;
10penalty.
11    (a) Every association operating under this Act shall file
12with the Secretary Commissioner within 90 days following the
13close of each fiscal year of such association a statement
14showing its financial condition at the close of the fiscal year
15and its operations for the year then ended. For good cause
16shown in writing directed to the Secretary Commissioner within
17the 90 day period, the Secretary Commissioner may authorize up
18to 60 additional days for filing of the statement of financial
19condition. Each such statement shall be on forms prescribed by
20the Secretary Commissioner and in conformity with generally
21accepted accounting principles or regulatory accounting
22principles permitted, recognized or authorized by the Office of
23Thrift Supervision, or its successor, for a federal association
24and subject to the rules and regulations of the Secretary
25Commissioner and in accord with the provisions of this Act.

 

 

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1Each such statement shall contain such information and be in
2such form as prescribed by the Secretary Commissioner and shall
3be verified by the secretary of the association and certified
4by a licensed public accountant appointed by the board of
5directors or by 2 officers of the association, if a licensed
6public accountant has been appointed to audit the books and
7records of the association as provided in the preceding Section
8of this Act. Every association including its holding company
9and subsidiaries shall also file such other reports as the
10Secretary Commissioner may require from time to time.
11    Any association which, after notice from the Secretary
12Commissioner sent by certified or registered mail, wilfully
13fails to submit within the time prescribed the annual financial
14report required by this Section is subject to a civil penalty
15of not more than $500 for each such failure. Any association
16which, after notice from the Secretary Commissioner sent by
17certified or registered mail, wilfully fails to submit within
18the time prescribed any other report required by this Section
19is subject to a civil penalty of not more than $100 for each
20such failure (which penalties shall be cumulative to any other
21remedies). For the purposes of this Section, the date on which
22any report required by this Section is postmarked is the date
23of filing of any such report. The knowing or intentional filing
24of any such report which is false in any material respect
25constitutes a felony, and any person convicted thereof shall be
26punished by a fine of not more than $10,000, or imprisonment in

 

 

09700SB2076sam001- 44 -LRB097 10191 CEL 53765 a

1the penitentiary for one to 5 years, or both.
2    (b) An association shall file with the Secretary
3Commissioner a report of change of ownership of permanent
4reserve shares when such change of ownership results in any
5person as defined by this Act holding 10% or more, through any
6one transaction or related series of transactions, of the
7outstanding permanent reserves shares of the association. Such
8report shall include owners who hold as beneficiaries or
9through nominees as well as in their own names. The report
10shall be made within 5 business days after knowledge of such
11change has been obtained by the officer authorized or required
12to make reports to the Secretary Commissioner. The Secretary
13Commissioner also may require any such person owning 10% or
14more of permanent reserve shares to report the beneficiary or
15beneficiaries for whom he is holding title.
16    Whenever there is a change in the managing officer of an
17association or a change amounting to a majority of the
18directors of an association elected at a regular or special
19meeting of the members, such change shall likewise be reported
20within 5 business days to the Secretary Commissioner.
21    The willful failure by any person required to report or
22disclose change of ownership or control as defined in this
23Section constitutes a Class 4 felony.
24    (c) Within 60 days after the date of filing the Statement
25of Financial Condition with the Secretary Commissioner, the
26association shall mail to each member or make available at each

 

 

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1of its offices the annual statement of condition or a condensed
2form thereof approved by the Secretary Commissioner, or shall
3publish the same at least once, and shall also furnish upon the
4written or personal request of any member a copy of the
5complete annual statement of condition. The annual statement of
6condition, or any condensed form thereof, made available to
7members by publication, mailing, or at the association's
8offices shall include a statement setting forth the
9association's assets, liabilities, regulatory capital and
10deposits. In addition, the statement shall include a statement
11of the association's goals and intentions in regard to
12investment of the association's funds in order to reasonably
13inform the member as to the security of his interest.
14Notification of the availability of the complete annual
15statement shall be prominently and conspicuously posted in
16areas of public access at each of the association's branches or
17offices.
18    (d) Any change of control or ownership of 25% or more of
19the permanent reserve shares or stock of (a) any association
20operating under this Act, or (b) of the shares or stock of a
21subsidiary of the parent or a subsidiary of any association
22operating under this Act, must be submitted to the Secretary
23Commissioner for review and approval on forms, conditions and
24terms to be specified by the Secretary Commissioner. The
25Secretary Commissioner may accept in satisfaction of this
26requirement, submissions required under federal statutes and

 

 

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1regulations for changes of control. Any doubt as to whether a
2change of ownership or other change in the outstanding voting
3stock of any association is sufficient to result in a change of
4ownership or control, shall be resolved in favor of reporting
5the facts to the Secretary Commissioner. Compliance with this
6provision shall not relieve an association, its parent or
7affiliate from complying with other applicable State or federal
8statutes or regulations. The Secretary Commissioner may
9disapprove any proposed acquisition if:
10        (1) The proposed acquisition of control would result in
11    a monopoly or would be in furtherance of any combination or
12    conspiracy to monopolize or to attempt to monopolize the
13    savings and loan business in any part of Illinois;
14        (2) The effect of the proposed acquisition of control
15    in any section of the State may be substantially to lessen
16    competition or to tend to create a monopoly or the proposed
17    acquisition of control would in any other manner be in
18    restraint of trade, and the anticompetitive effects of the
19    proposed acquisition of control are not clearly outweighed
20    in the public interest by the probable effect of the
21    transaction in meeting the convenience and needs of the
22    community to be served;
23        (3) The financial condition or history of any acquiring
24    person is such as might jeopardize the financial stability
25    of the institution or prejudice the interests of the
26    depositors of the institution;

 

 

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1        (4) The competence, experience, or integrity of any
2    acquiring person or any of the proposed management
3    personnel indicates that it would not be in the interest of
4    the depositors of the institution or in the interest of the
5    public to permit such person to control the institution; or
6        (5) Any acquiring person neglects, fails or refuses to
7    furnish the Secretary Commissioner all the information
8    required by the Secretary Commissioner.
9(Source: P.A. 93-271, eff. 7-22-03.)
 
10    (205 ILCS 105/7-15)  (from Ch. 17, par. 3307-15)
11    Sec. 7-15. Notice of custody; action to enjoin. Immediately
12upon taking custody of an association or trust, the Secretary
13Commissioner shall mail a written notice thereof to the
14president or secretary of the association and to not less than
152 directors of such association or to 2 or more of the trustees
16of any trust or to 2 or more of the liquidators of an
17association in liquidation. If the contention is made that the
18Secretary Commissioner has no legal grounds for taking custody
19of the association or trust, the directors or officers of the
20association or the trustees or liquidators thereof, as the case
21may be, at any time within 10 days after the mailing of such
22notice, or within such further periods of time as the Secretary
23Commissioner may extend, but not to exceed an additional 60
24days, may file a complaint in the Circuit Court of Sangamon
25County, Illinois, or in the Circuit Court of the county in

 

 

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1which the association is located, to enjoin further custody.
2The court thereupon shall cite the Secretary Commissioner to
3show cause why further custody should not be enjoined. If upon
4a hearing thereon, the court finds that such grounds did not or
5do not then exist, it may enter an appropriate order in
6accordance with the findings of fact or an order enjoining the
7Secretary Commissioner or any appointees acting under his
8direction from further custody.
9(Source: P.A. 84-543.)
 
10    (205 ILCS 105/7-19.1)  (from Ch. 17, par. 3307-19.1)
11    Sec. 7-19.1. Savings and Residential Finance Regulatory
12Fund.
13    (a) Until the effective date of this amendatory Act of the
1497th General Assembly, the The aggregate of all moneys fees
15collected by the Secretary under this Act shall be paid
16promptly after receipt of the same, accompanied by a detailed
17statement thereof, into the State treasury and shall be set
18apart in the Savings and Residential Finance Regulatory Fund, a
19special fund hereby created in the State treasury. The amounts
20deposited into the Fund shall be used for the ordinary and
21contingent expenses of the Department of Financial and
22Professional Regulation and the Division of Banking, or their
23successors, in administering and enforcing the Illinois
24Savings and Loan Act of 1985, the Savings Bank Act, and the
25Residential Mortgage License Act of 1987 and other laws, rules,

 

 

09700SB2076sam001- 49 -LRB097 10191 CEL 53765 a

1and regulations as may apply to the administration and
2enforcement of the foregoing laws, rules, and regulations as
3amended from time to time. Nothing in this Act shall prevent
4continuing the practice of paying expenses involving salaries,
5retirement, social security, and State-paid insurance of State
6officers by appropriation from the General Revenue Fund.
7    (b) (Blank). Except as otherwise provided in subsection
8(b-5), moneys in the Savings and Residential Finance Regulatory
9Fund may not be appropriated, assigned, or transferred to
10another State fund. The moneys in the Fund shall be for the
11sole benefit of the institutions assessed.
12    (b-5) Moneys in the Savings and Residential Finance
13Regulatory Fund may be transferred to the Professions Indirect
14Cost Fund, as authorized under Section 2105-300 of the
15Department of Professional Regulation Law of the Civil
16Administrative Code of Illinois.
17    (b-10) Notwithstanding provisions in the State Finance
18Act, as now or hereafter amended, or any other law to the
19contrary, the sum of $27,481,638 shall be transferred from the
20Savings and Residential Finance Regulatory Fund to the
21Financial Institutions Settlement of 2008 Fund on the effective
22date of this amendatory Act of the 95th General Assembly, or as
23soon thereafter as practical.
24    Notwithstanding provisions in the State Finance Act, as now
25or hereafter amended, or any other law to the contrary, the
26Governor may, during any fiscal year through January 10, 2011,

 

 

09700SB2076sam001- 50 -LRB097 10191 CEL 53765 a

1from time to time direct the State Treasurer and Comptroller to
2transfer a specified sum not exceeding 10% of the revenues to
3be deposited into the Savings and Residential Finance
4Regulatory Fund during that fiscal year from that Fund to the
5General Revenue Fund in order to help defray the State's
6operating costs for the fiscal year. Notwithstanding
7provisions in the State Finance Act, as now or hereafter
8amended, or any other law to the contrary, the total sum
9transferred during any fiscal year through January 10, 2011,
10from the Savings and Residential Finance Regulatory Fund to the
11General Revenue Fund pursuant to this provision shall not
12exceed during any fiscal year 10% of the revenues to be
13deposited into the Savings and Residential Finance Regulatory
14Fund during that fiscal year. The State Treasurer and
15Comptroller shall transfer the amounts designated under this
16Section as soon as may be practicable after receiving the
17direction to transfer from the Governor.
18    (c) All earnings received from investments of funds in the
19Savings and Residential Finance Regulatory Fund shall be
20deposited into the Savings and Residential Finance Regulatory
21Fund and may be used for the same purposes as fees deposited
22into that Fund.
23    (d) When the balance in the Savings and Residential Finance
24Regulatory Fund at the end of a fiscal year apportioned to the
25fees collected under the Illinois Savings and Loan Act of 1985
26and the Savings Bank Act exceeds 25% of the total actual

 

 

09700SB2076sam001- 51 -LRB097 10191 CEL 53765 a

1administrative and operational expenses incurred by the State
2for that fiscal year in administering and enforcing the
3Illinois Savings and Loan Act of 1985 and the Savings Bank Act
4and such other laws, rules, and regulations as may apply to the
5administration and enforcement of the foregoing laws, rules,
6and regulations, the excess shall be credited to the
7appropriate institutions and entities and applied against
8their regulatory fees for the subsequent fiscal year. The
9amount credited to each institution or entity shall be in the
10same proportion that the regulatory fees paid by the
11institution or entity for the fiscal year in which the excess
12is produced bear to the aggregate amount of all fees collected
13by the Secretary under the Illinois Savings and Loan Act of
141985 and the Savings Bank Act for the same fiscal year. For the
15purpose of this Section, "fiscal year" means the period
16beginning July 1 of any year and ending June 30 of the next
17calendar year.
18(Source: P.A. 94-91, eff. 7-1-05; 95-1047, eff. 4-6-09.)
 
19    (205 ILCS 105/7-19.2 new)
20    Sec. 7-19.2. Savings Institutions Regulatory Fund.
21    (a) On or after the effective date of this amendatory Act
22of the 97th General Assembly, the aggregate of all moneys
23collected by the Secretary under this Act shall be paid
24promptly after receipt of the same, accompanied by a detailed
25statement thereof, into the State treasury and shall be set

 

 

09700SB2076sam001- 52 -LRB097 10191 CEL 53765 a

1apart in the Savings Institutions Regulatory Fund, a special
2fund created in the State treasury. The amounts deposited into
3the Fund shall be used for the ordinary and contingent expenses
4of the Department of Financial and Professional Regulation and
5the Division of Banking, or their successors, in administering
6and enforcing the Illinois Savings and Loan Act of 1985, the
7Savings Bank Act, and other laws, rules, and regulations as may
8apply to the administration and enforcement of the foregoing
9laws, rules, and regulations, as amended from time to time.
10Nothing in this Act shall prevent continuing the practice of
11paying expenses involving salaries, retirement, social
12security, and State-paid insurance of State officers by
13appropriation from the General Revenue Fund.
14    (b) Moneys in the Savings Institution Regulatory Fund may
15be transferred to the Professions Indirect Cost Fund, as
16authorized under Section 2105-300 of the Department of
17Professional Regulation Law of the Civil Administrative Code of
18Illinois.
19    (c) All earnings received from investments of funds in the
20Savings Institutions Regulatory Fund shall be deposited into
21that Fund and may be used for the same purposes as fees
22deposited into that Fund.
23    (d) When the balance in the Savings Institutions Regulatory
24Fund at the end of a fiscal year exceeds 25% of the total
25actual administrative and operational expenses incurred by the
26State for that fiscal year in administering and enforcing the

 

 

09700SB2076sam001- 53 -LRB097 10191 CEL 53765 a

1Illinois Savings and Loan Act of 1985 and the Savings Bank Act
2and such other laws, rules, and regulations as may apply to the
3administration and enforcement of the foregoing laws, rules,
4and regulations, the excess shall be credited to the
5appropriate institutions and entities and applied against
6their regulatory fees for the subsequent fiscal year. The
7amount credited to each institution or entity shall be in the
8same proportion that the regulatory fees paid by the
9institution or entity for the fiscal year in which the excess
10is produced bear to the aggregate amount of all fees collected
11by the Secretary under the Illinois Savings and Loan Act of
121985 and the Savings Bank Act for the same fiscal year. For the
13purpose of this Section, "fiscal year" means the period
14beginning July 1 of any year and ending June 30 of the next
15calendar year.
16    (e) Moneys in the Savings and Residential Finance
17Regulatory Fund apportioned to the moneys collected under the
18Illinois Savings and Loan Act of 1985 and the Savings Bank Act
19shall be transferred to the Savings Institutions Regulatory
20Fund upon creation of the Savings Institutions Regulatory Fund.
21Any amount used or borrowed from the moneys apportioned to the
22moneys collected under the Illinois Savings and Loan Act of
231985 and the Savings Bank Act that would have been required to
24be returned to that apportionment shall be instead paid into
25the Savings Institutions Regulatory Fund in the same manner.
 

 

 

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1    (205 ILCS 105/7-20)  (from Ch. 17, par. 3307-20)
2    Sec. 7-20. Board of Savings Institutions; appointment. The
3Savings and Loan Board is hereby redesignated the Board of
4Savings Institutions. The Board shall be composed of the
5Director of Banking, who shall be its chairman and have power
6to vote, and 7 additional persons appointed by the Governor.
7Four of the 7 persons appointed by the Governor shall represent
8the public interest. Three of the 7 additional persons
9appointed by the Governor shall have been engaged actively in
10savings and loan or savings bank management in this State for
11at least 5 years immediately prior to appointment. Each member
12of the Board appointed by the Governor shall be reimbursed for
13ordinary and necessary expenses incurred in attending the
14meetings of the Board. The members of the Board serving
15immediately before the effective date of this amendatory Act of
161996 shall continue to serve for the balance of their
17respective terms. Members shall be appointed for 4-year terms
18to expire on the third Monday in January. Except as otherwise
19provided in this Section, members of the Board shall serve
20until their respective successors are appointed and qualified.
21A member who tenders a written resignation shall serve only
22until the resignation is accepted by the Chairman. A member who
23fails to attend 3 consecutive Board meetings without an excused
24absence shall no longer serve as a member. The Governor shall
25fill any vacancy by the appointment of a member for the
26unexpired term in the same manner as in the making of original

 

 

09700SB2076sam001- 55 -LRB097 10191 CEL 53765 a

1appointments.
2(Source: P.A. 96-1365, eff. 7-28-10.)
 
3    (205 ILCS 105/7-21)  (from Ch. 17, par. 3307-21)
4    Sec. 7-21. Board of Savings Institutions; organization and
5meetings. The Board shall elect a chairman, vice-chairman and
6secretary of the Board; shall adopt regulations for the holding
7and conducting of meetings and for holding hearings concerning
8all matters within its powers; and shall keep a record of all
9meetings and transactions and make such other provisions for
10the daily conduct of its business as it deems necessary. A
11majority of the members of the Board, excluding those members
12who are no longer serving as members as provided in Section
137-20, shall constitute a quorum. The act of the majority of the
14members of the Board present at a meeting at which a quorum is
15present shall be the act of the Board. Regular meetings shall
16be held as provided in the regulations, and special meetings
17may be called by the Chairman or upon the request of any 3
18members of the Board or the Secretary Commissioner. The Board
19shall maintain at the office of the Secretary Commissioner
20permanent records of its meetings, hearings and decisions. The
21Secretary Commissioner shall provide adequate quarters and
22personnel for use by the Board.
23(Source: P.A. 89-508, eff. 7-3-96.)
 
24    (205 ILCS 105/7-23)  (from Ch. 17, par. 3307-23)

 

 

09700SB2076sam001- 56 -LRB097 10191 CEL 53765 a

1    Sec. 7-23. Proceedings on objections to Secretary's
2Commissioner's action. Except as provided in Article 10 and as
3otherwise specifically provided by this Act, any Any person
4aggrieved by any decision, order, or action of the Secretary
5Commissioner, except one under paragraph (b) of Section 1-9,
6Section 2-3, paragraph (j) of Section 3-4, or Section 7-9 of
7this Act, or under Section 1006(b), Section 3005, or Section
89012 of the Savings Bank Act, or involving a change of location
9of an office or the establishment of an additional office under
10this the Savings Bank Act, may receive a hearing as provided in
11Sections 7-24 through 7-27 of this Act.
12(Source: P.A. 93-271, eff. 7-22-03.)
 
13    (205 ILCS 105/7-24)  (from Ch. 17, par. 3307-24)
14    Sec. 7-24. The Secretary Board shall upon the verified
15complaint in writing of any aggrieved person setting forth
16facts which if proved would constitute grounds for reversal or
17change of any decision, order or action of the Secretary
18Commissioner, except as provided in Section 7-23 of this Act,
19grant a hearing thereon. If the aggrieved person party desires
20such a hearing, he or she shall, within 10 days of receipt of
21notice of such decision, order or action, file written notice
22with the Secretary Board of intent to demand a hearing and
23shall, within 30 days of receipt of notice of such decision,
24order or action, file his or her verified complaint in writing.
25The date of such hearing may not be earlier than 15 days nor

 

 

09700SB2076sam001- 57 -LRB097 10191 CEL 53765 a

1later than 30 days after the date of receipt of verified
2complaint in writing. The Secretary Board shall, at least 10
3days prior to the date set for the hearing, notify in writing
4the person aggrieved adversely affected by such decision, order
5or action, referred to in this Section as the respondent, and
6all other parties to the action, that a hearing will be held on
7the date designated and shall afford the respondent and all
8other parties to the action an opportunity to be heard in
9person or by counsel in reference thereto. Such written notice
10may be served by delivery of the same personally to the
11respondent and all other parties to the action, or by mailing
12the notice by registered or certified mail to the place of
13business last theretofore specified by the respondent and all
14other parties to the action in the last notification to the
15Secretary Board. At the time and place fixed in the notice, the
16Secretary Board or its authorized agent, referred to in this
17Section as the hearing officer, shall proceed to hear the
18charges, and both the respondent and all other parties to the
19action and the complainant shall be accorded ample opportunity
20to present in person or by counsel such statements, testimony,
21evidence and argument as may be pertinent to the issues. The
22hearing officer may continue such hearing from time to time.
23    The hearing officer may subpoena any person in this State
24and may take testimony either orally or by deposition or by
25exhibit, with the same fees and mileage and in the same manner
26as prescribed by law in judicial proceedings in civil cases in

 

 

09700SB2076sam001- 58 -LRB097 10191 CEL 53765 a

1circuit courts of this State.
2    The hearing officer may administer oaths to witnesses at
3any hearing which the hearing officer is authorized by law to
4conduct.
5    After the hearing, the Secretary Board shall make a
6determination approving, modifying or disapproving the
7decision, order or action of the Secretary Commissioner as his
8or her its final administrative decision.
9(Source: P.A. 84-543.)
 
10    (205 ILCS 105/7-25)  (from Ch. 17, par. 3307-25)
11    Sec. 7-25. Record of Board proceedings; expenses. The
12Secretary Board, at his or her its expense, unless otherwise
13provided in this Act or the Savings Bank Act, shall provide a
14stenographer to take down the testimony and preserve a record
15of all proceedings at the hearing. The notice of hearing,
16complaint and all other documents in the nature of pleadings
17and written motions filed in the proceedings, the transcript of
18testimony, the report of the hearing officer and orders of the
19Secretary Board shall be the record of such proceedings. The
20Secretary Board shall furnish a transcript of such record to
21any person interested in such hearing upon payment of the
22actual cost thereof.
23    A copy of the hearing officer's report and the Secretary's
24Board's orders shall be served upon the respondent and all
25other parties to the action by the Secretary Board, either

 

 

09700SB2076sam001- 59 -LRB097 10191 CEL 53765 a

1personally or by registered or certified mail as provided in
2this Act for the service of the notice of hearing. All expenses
3incurred by the Secretary Board, including the compensation of
4the hearing officer, shall be paid by the parties to the
5hearing and shall be divided among them in equal shares.
6(Source: P.A. 89-508, eff. 7-3-96.)
 
7    (205 ILCS 105/7-26)  (from Ch. 17, par. 3307-26)
8    Sec. 7-26. Subpoena; deposition. All subpoenas issued
9under the laws of this State pertaining to savings and loan
10associations or savings banks may be served by any person who
11is not a minor. The fees of witnesses for attendance and travel
12shall be the same as fees of witnesses before the circuit
13courts of this State, such fees to be paid at the time the
14witness is excused from further attendance, when the witness is
15subpoenaed at the instance of the Board or the Secretary
16Commissioner or any officer or any employee designated by him,
17her or it for the purpose of conducting any such investigation,
18inquiry or hearing; and the disbursements made in the payment
19of such fees shall be audited and paid in the same manner as
20are other expenses of the Secretary Board or Commissioner.
21Whenever a subpoena is issued at the instance of a complainant,
22respondent or other party to any proceeding, the Secretary
23Board may require that the cost of service thereof and the fee
24of the same shall be borne by the party at whose instance the
25witness is summoned, and the Secretary Board or Commissioner

 

 

09700SB2076sam001- 60 -LRB097 10191 CEL 53765 a

1shall have power, in his, her or its discretion, to require a
2deposit to cover the cost of such service and witness fees and
3the payment of legal witness fees and mileage to the witness
4when served with subpoena. A subpoena issued under this Section
5shall be served in the same manner as a subpoena issued out of
6a court.
7    Any person who shall be served with a subpoena to appear
8and testify, or to produce books, papers, accounts or
9documents, either in person or by deposition, in the manner
10provided in this Section, issued by the Secretary Board or
11Commissioner or by any officer, or any employee designated by
12him, her or it to conduct any such investigation, inquiry or
13hearing, in the course of an investigation, inquiry or hearing
14conducted under any of the provisions of the laws of this State
15pertaining to savings and loan associations or savings banks,
16and who shall refuse or neglect to appear or to testify, or to
17produce books, papers, accounts and documents relative to such
18investigation, inquiry or hearing as commanded in such
19subpoena, shall be guilty of a petty offense.
20    Any circuit court of this State, upon application of the
21Secretary Board or Commissioner, or an officer, or an employee
22designated by him, her or it for the purpose of conducting any
23such investigation, inquiry or hearing, may, in its discretion,
24compel the attendance of witnesses, the production of books,
25papers, accounts and documents and the giving of testimony
26before the Secretary Board or Commissioner, or before any

 

 

09700SB2076sam001- 61 -LRB097 10191 CEL 53765 a

1officer thereof, or any employee designated by him, her or it
2for the purpose of conducting any such investigation, inquiry
3or hearing, in person or by deposition, in the manner provided
4in this Section, by an attachment for contempt or otherwise, in
5the same manner as production of evidence may be compelled
6before such court.
7    The Secretary Board or Commissioner or any officer, or any
8employee designated by him, her or it for the purpose of
9conducting any investigation, inquiry or hearing, or any party
10may, in any investigation, inquiry or hearing, cause the
11deposition of witnesses residing within or without the State to
12be taken in the manner prescribed by law for taking like
13depositions in civil cases in courts of this State, and to that
14end may compel the attendance of witnesses and the production
15of papers, books, accounts and documents.
16(Source: P.A. 89-508, eff. 7-3-96.)
 
17    (205 ILCS 105/7-27)  (from Ch. 17, par. 3307-27)
18    Sec. 7-27. Except as provided in Article 10, any Any person
19affected by a final administrative decision of the Secretary
20Commissioner under paragraph (b) of Section 1-9, Section 2-3 or
21paragraph (j) of Section 3-4 of this Act or under Section
221006(b) or 3005 of the Savings Bank Act, or involving a change
23of location of an office or the establishment of an additional
24office under the Savings Bank Act, may have the decision
25reviewed only under and in accordance with the Administrative

 

 

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1Review Law, if such person files, within 10 days of receipt of
2service of a copy of the final decision sought to be reviewed,
3a written notice with the Commissioner of intent to seek review
4under the Administrative Review Law.
5    Any person affected by a final administrative decision of
6the Board under Sections 7-21 through 7-26 of this Act may have
7the decision reviewed only under and in accordance with the
8Administrative Review Law, if the person files with the Board,
9within 10 days of receipt of service of a copy of the final
10decision sought to be reviewed, a written notice of intent to
11seek review under the Administrative Review Law.
12    The provisions of the Administrative Review Law, and all
13amendments and modifications thereof, and the rules adopted
14pursuant thereto, shall apply to and govern all proceedings for
15the judicial review of final administrative decisions of the
16Secretary Commissioner or the Board under this Act. The term
17"administrative decision" is defined as in Section 3-101 of the
18Code of Civil Procedure.
19    Appeals from all final orders and judgments entered by a
20court in review of any final administrative decision of the
21Secretary Board under this Act may be taken as in other civil
22cases.
23(Source: P.A. 89-508, eff. 7-3-96.)
 
24    (205 ILCS 105/8-4)  (from Ch. 17, par. 3308-4)
25    Sec. 8-4. Election of new directors; Report and

 

 

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1supervision.
2    (a) Upon the adoption of the plan of reorganization, the
3offices of all directors and officers of the association shall
4be vacant, and the members shall proceed to elect directors to
5fill the vacancies. If the plan provides for the segregation of
6assets under a trust agreement, the members also shall elect
7(with cumulative voting permitted as in elections of directors)
83 or more trustees to manage such assets.
9    (b) A report of proceedings at the meetings of the members,
10certified by the president or a vice president and attested by
11the secretary of the association, setting forth the notice
12given and time of mailing thereof, the vote on the plan of
13reorganization and the total number of votes which all members
14of the association were entitled to cast thereon, shall be
15filed in duplicate with the Secretary Commissioner, together
16with the plan of reorganization. The Secretary Commissioner
17thereupon shall issue to the association, and to the trustees
18if assets have been segregated as a part of the plan, a
19certificate of reorganization, and a certificate of amendment
20of the articles of incorporation if appropriate.
21    (c) The reorganization shall become effective upon the
22recording of the certificate of reorganization and the
23certificate of amendment of articles of incorporation, if any,
24in the manner required by this Act for the recording of
25articles of incorporation.
26(Source: P.A. 84-543.)
 

 

 

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1    Section 20. The Savings Bank Act is amended by changing
2Sections 1007.50, 1008, 2007, 3001, 3002, 4012, 6007, 6009,
38002, 8003, 8004, 8005, 8006, 8007, 8008, 8009, 8010, 8013,
48014, 8015, 8016, 9002, 9004, 9008, 9011, 9015, 9017, and 9018
5and by adding Sections 8002.1, 8018, 9018.1, 9018.2, 9018.3,
6and 9018.4 as follows:
 
7    (205 ILCS 205/1007.50)  (from Ch. 17, par. 7301-7.50)
8    Sec. 1007.50. "Depository institution", as used in this
9Act, shall mean an insured depository institution as defined by
10Section 3(c)(2) of the Federal Deposit Insurance Act (12 U.S.C.
111813), as amended, or an insured credit union as defined by
12Section 101(7) of the Federal Credit Union Act (12 U.S.C.
131752(7)), as amended a commercial bank, a savings bank, a
14savings and loan association, a trust company, a homestead
15association, a building and loan association, a cooperative
16bank, an industrial bank, or a credit union, whether chartered
17by a state or territory or under the laws of the United States.
18(Source: P.A. 86-1213.)
 
19    (205 ILCS 205/1008)  (from Ch. 17, par. 7301-8)
20    Sec. 1008. General corporate powers.
21    (a) A savings bank operating under this Act shall be a body
22corporate and politic and shall have all of the powers
23conferred by this Act including, but not limited to, the

 

 

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1following powers:
2        (1) To sue and be sued, complain, and defend in its
3    corporate name and to have a common seal, which it may
4    alter or renew at pleasure.
5        (2) To obtain and maintain insurance by a deposit
6    insurance corporation as defined in this Act.
7        (3) To act as a fiscal agent for the United States, the
8    State of Illinois or any department, branch, arm, or agency
9    of the State or any unit of local government or school
10    district in the State, when duly designated for that
11    purpose, and as agent to perform reasonable functions as
12    may be required of it.
13        (4) To become a member of or deal with any corporation
14    or agency of the United States or the State of Illinois, to
15    the extent that the agency assists in furthering or
16    facilitating its purposes or powers and to that end to
17    purchase stock or securities thereof or deposit money
18    therewith, and to comply with any other conditions of
19    membership or credit.
20        (5) To make donations in reasonable amounts for the
21    public welfare or for charitable, scientific, religious,
22    or educational purposes.
23        (6) To adopt and operate reasonable insurance, bonus,
24    profit sharing, and retirement plans for officers and
25    employees and for directors including, but not limited to,
26    advisory, honorary, and emeritus directors, who are not

 

 

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1    officers or employees.
2        (7) To reject any application for membership; to retire
3    deposit accounts by enforced retirement as provided in this
4    Act and the bylaws; and to limit the issuance of, or
5    payments on, deposit accounts, subject, however, to
6    contractual obligations.
7        (8) To purchase stock or membership interests in
8    service corporations and to invest in any form of
9    indebtedness of any service corporation as defined in this
10    Act, subject to regulations of the Secretary Commissioner.
11        (9) To purchase stock of a corporation whose principal
12    purpose is to operate a safe deposit company or escrow
13    service company.
14        (10) To exercise all the powers necessary to qualify as
15    a trustee or custodian under federal or State law, provided
16    that the authority to accept and execute trusts is subject
17    to the provisions of the Corporate Fiduciary Act and to the
18    supervision of those activities by the Secretary
19    Commissioner.
20        (11) (Blank).
21        (12) To establish, maintain, and operate terminals as
22    authorized by the Electronic Fund Transfer Act.
23        (13) To pledge its assets:
24            (A) to enable it to act as agent for the sale of
25        obligations of the United States;
26            (B) to secure deposits;

 

 

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1            (C) to secure deposits of money whenever required
2        by the National Bankruptcy Act;
3            (D) (blank); and
4            (E) to secure trust funds commingled with the
5        savings bank's funds, whether deposited by the savings
6        bank or an affiliate of the savings bank, as required
7        under Section 2-8 of the Corporate Fiduciary Act.
8        (14) To accept for payment at a future date not to
9    exceed one year from the date of acceptance, drafts drawn
10    upon it by its customers; and to issue, advise, or confirm
11    letters of credit authorizing holders thereof to draw
12    drafts upon it or its correspondents.
13        (15) Subject to the regulations of the Secretary
14    Commissioner, to own and lease personal property acquired
15    by the savings bank at the request of a prospective lessee
16    and, upon the agreement of that person, to lease the
17    personal property.
18        (16) To establish temporary service booths at any
19    International Fair in this State that is approved by the
20    United States Department of Commerce for the duration of
21    the international fair for the purpose of providing a
22    convenient place for foreign trade customers to exchange
23    their home countries' currency into United States currency
24    or the converse. To provide temporary periodic service to
25    persons residing in a bona fide nursing home, senior
26    citizens' retirement home, or long-term care facility.

 

 

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1    These powers shall not be construed as establishing a new
2    place or change of location for the savings bank providing
3    the service booth.
4        (17) To indemnify its officers, directors, employees,
5    and agents, as authorized for corporations under Section
6    8.75 of the Business Corporations Act of 1983.
7        (18) To provide data processing services to others on a
8    for-profit basis.
9        (19) To utilize any electronic technology to provide
10    customers with home banking services.
11        (20) Subject to the regulations of the Secretary
12    Commissioner, to enter into an agreement to act as a
13    surety.
14        (21) Subject to the regulations of the Secretary
15    Commissioner, to issue credit cards, extend credit
16    therewith, and otherwise engage in or participate in credit
17    card operations.
18        (22) To purchase for its own account shares of stock of
19    a bankers' bank, described in Section 13(b)(1) of the
20    Illinois Banking Act, on the same terms and conditions as a
21    bank may purchase such shares. In no event shall the total
22    amount of such stock held by a savings bank in such
23    bankers' bank exceed 10% of its capital and surplus
24    (including undivided profits) and in no event shall a
25    savings bank acquire more than 5% of any class of voting
26    securities of such bankers' bank.

 

 

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1        (23) With respect to affiliate facilities:
2            (A) to conduct at affiliate facilities any of the
3        following transactions for and on behalf of any
4        affiliated depository institution, if so authorized by
5        the affiliate or affiliates: receiving deposits;
6        renewing deposits; cashing and issuing checks, drafts,
7        money orders, travelers checks, or similar
8        instruments; changing money; receiving payments on
9        existing indebtedness; and conducting ministerial
10        functions with respect to loan applications, servicing
11        loans, and providing loan account information; and
12            (B) to authorize an affiliated depository
13        institution to conduct for and on behalf of it, any of
14        the transactions listed in this subsection at one or
15        more affiliate facilities.
16        A savings bank intending to conduct or to authorize an
17    affiliated depository institution to conduct at an
18    affiliate facility any of the transactions specified in
19    this subsection shall give written notice to the Secretary
20    Commissioner at least 30 days before any such transaction
21    is conducted at an affiliate facility. All conduct under
22    this subsection shall be on terms consistent with safe and
23    sound banking practices and applicable law.
24        (24) Subject to Article XLIV of the Illinois Insurance
25    Code, to act as the agent for any fire, life, or other
26    insurance company authorized by the State of Illinois, by

 

 

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1    soliciting and selling insurance and collecting premiums
2    on policies issued by such company; and may receive for
3    services so rendered such fees or commissions as may be
4    agreed upon between the said savings bank and the insurance
5    company for which it may act as agent; provided, however,
6    that no such savings bank shall in any case assume or
7    guarantee the payment of any premium on insurance policies
8    issued through its agency by its principal; and provided
9    further, that the savings bank shall not guarantee the
10    truth of any statement made by an assured in filing his
11    application for insurance.
12        (25) To become a member of the Federal Home Loan Bank
13    and to have the powers granted to a savings association
14    organized under the Illinois Savings and Loan Act of 1985
15    or the laws of the United States, subject to regulations of
16    the Secretary Commissioner.
17        (26) To offer any product or service that is at the
18    time authorized or permitted to a bank by applicable law,
19    but subject always to the same limitations and restrictions
20    that are applicable to the bank for the product or service
21    by such applicable law and subject to the applicable
22    provisions of the Financial Institutions Insurance Sales
23    Law and rules of the Secretary Commissioner.
24    (b) If this Act or the regulations adopted under this Act
25fail to provide specific guidance in matters of corporate
26governance, the provisions of the Business Corporation Act of

 

 

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11983 may be used, or if the savings bank is a limited liability
2company, the provisions of the Limited Liability Company shall
3be used.
4    (c) A savings bank may be organized as a limited liability
5company, may convert to a limited liability company, or may
6merge with and into a limited liability company, under the
7applicable laws of this State and of the United States,
8including any rules promulgated thereunder. A savings bank
9organized as a limited liability company shall be subject to
10the provisions of the Limited Liability Company Act in addition
11to this Act, provided that if a provision of the Limited
12Liability Company Act conflicts with a provision of this Act or
13with any rule of the Secretary Commissioner, the provision of
14this Act or the rule of the Secretary Commissioner shall apply.
15    Any filing required to be made under the Limited Liability
16Company Act shall be made exclusively with the Secretary
17Commissioner, and the Secretary Commissioner shall possess the
18exclusive authority to regulate the savings bank as provided in
19this Act.
20    Any organization as, conversion to, and merger with or into
21a limited liability company shall be subject to the prior
22approval of the Secretary Commissioner.
23    A savings bank that is a limited liability company shall be
24subject to all of the provisions of this Act in the same manner
25as a savings bank that is organized in stock form.
26    The Secretary Commissioner may promulgate rules to ensure

 

 

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1that a savings bank that is a limited liability company (i) is
2operating in a safe and sound manner and (ii) is subject to the
3Secretary's Commissioner's authority in the same manner as a
4savings bank that is organized in stock form.
5(Source: P.A. 92-483, eff. 8-23-01; 93-561, eff. 1-1-04.)
 
6    (205 ILCS 205/2007)  (from Ch. 17, par. 7302-7)
7    Sec. 2007. (a) A savings bank, including a mutual savings
8bank operating under this Act, may reorganize so as to become a
9holding company by:
10        (1) chartering one or more subsidiary savings banks,
11    the ownership of which shall be evidenced by stock shares,
12    to be owned by the chartering parent savings bank; and
13        (2) either of the following:
14            (i) transferring the substantial portion of its
15        assets and all of its insured deposits and part or all
16        of its other liabilities to one or more subsidiary
17        savings banks; or
18            (ii) reorganizing in any other manner as approved
19        by the Secretary Commissioner.
20    (b) In order to effect reorganization under subsection (a),
21the board of directors of the original savings bank must
22approve a plan providing for the reorganization that shall be
23submitted for approval by a majority of the voting members of
24the savings bank. Approval must occur in accordance with the
25savings bank's articles of incorporation and bylaws at a

 

 

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1meeting called by the board of directors. The Secretary may
2Commissioner shall promulgate rules to regulate the formation
3of and the ongoing business of the subsidiaries and the holding
4company, including the rights of members, levels of investment
5in holding company subsidiaries, and stock sales.
6(Source: P.A. 88-425.)
 
7    (205 ILCS 205/3001)  (from Ch. 17, par. 7303-1)
8    Sec. 3001. Application for permit to organize.
9    (a) Not fewer than 5 nor more than 20 persons may organize
10a savings bank under this Act.
11    (b) The Secretary Commissioner shall determine the minimum
12required capital which shall be at least the minimum required
13to obtain insurance of accounts as required by this Act and
14shall include additional amounts as the Secretary Commissioner
15may find necessary, based upon duly promulgated regulations.
16(Source: P.A. 86-1213.)
 
17    (205 ILCS 205/3002)  (from Ch. 17, par. 7303-2)
18    Sec. 3002. Contents of application for permit to organize.
19The application for a permit to organize shall be on forms
20required by the Secretary Commissioner, shall include all
21information as he deems necessary but must include at least the
22following:
23        (1) The name, address, social security number, date of
24    birth, business address, home address, place of birth, and

 

 

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1    occupation of each organizer.
2        (2) The name of the proposed savings bank.
3        (3) The address of the headquarters, main business
4    office, and branches, if known, of the proposed savings
5    bank. Information must include any real estate interests of
6    the organizers that may be involved with any of these
7    locations.
8        (4) The anticipated duration of the proposed savings
9    bank, which may be perpetual.
10        (5) An audited financial statement of any corporation
11    or partnership that is one of the organizers or that shall
12    be either a controlling interest in the proposed savings
13    bank, a lender to the proposed savings bank, or a lender
14    for purposes of acquiring an interest in the proposed
15    savings bank to any of the controlling interests. The
16    Secretary may Commissioner shall define by regulation the
17    terms "controlling interest" and "lender".
18        (6) The proposed articles of incorporation and bylaws.
19        (7) The number of shares of capital stock; the number
20    of shares and classes of preferred stock, if any; the par
21    value of each type of stock which may not be less than $1;
22    the number of shares to be sold and the per share initial
23    offering price of each share.
24(Source: P.A. 86-1213.)
 
25    (205 ILCS 205/4012)  (from Ch. 17, par. 7304-12)

 

 

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1    Sec. 4012. Procedure to dissent.
2    (a) If the action giving rise to the right to dissent is to
3be approved at a meeting of shareholders, the notice of meeting
4shall inform the shareholders of their right to dissent and the
5procedure to dissent. Prior to the meeting, the savings bank
6shall furnish to the shareholders material information with
7respect to the transaction that will enable a shareholder to
8objectively vote on the transaction and to determine whether or
9not to exercise dissenters' rights. A shareholder may assert
10dissenters' rights only if the shareholder delivers to the
11savings bank, before the vote is taken, a written demand for
12payment for his shares if the proposed action is consummated
13and the shareholder does not vote in favor of the proposed
14action.
15    (b) If the action giving rise to the right to dissent is
16not to be approved at a meeting of shareholders, the notice to
17shareholders describing the action taken shall inform the
18shareholders of their right to dissent and the procedure to
19dissent. Prior to, or concurrently with, the notice the savings
20bank shall furnish to the shareholders material information
21with respect to the transaction that will enable a shareholder
22to objectively determine whether or not to exercise dissenters'
23rights. A shareholder may assert dissenters' rights only if he
24delivers to the savings bank within 30 days from the date of
25mailing the notice a written demand for payment for his shares.
26    (c) The Secretary may Commissioner shall promulgate rules

 

 

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1to govern the procedure to be used by savings banks and
2dissenters in arriving at a value and price for dissenters'
3shares, as well as how distribution shall be made. In no case
4shall the rules be more restrictive than the provisions
5applicable to ordinary corporations under the Business
6Corporation Act of 1983.
7(Source: P.A. 86-1213.)
 
8    (205 ILCS 205/6007)  (from Ch. 17, par. 7306-7)
9    Sec. 6007. Sale, assignment, and servicing of loans and
10contracts.
11    (a) Any savings bank may sell any loan or a participating
12interest in a loan at any time in the usual and regular course
13of business. Loans sold may be sold with or without recourse
14except as may otherwise be provided by regulations of the
15Secretary Commissioner. The Secretary Commissioner may, by
16regulation, adopt limitations upon the sale of loans. The
17provisions of this subsection (a) do not apply to the sale of
18loans to agencies of the United States, the State of Illinois,
19or other government sponsored agencies as may be approved by
20the Secretary Commissioner.
21    (b) A savings bank may contract to service a loan or a
22participating interest in a loan, but a contract therefor shall
23conform to any the pertinent regulations prescribed by the
24Secretary Commissioner and shall require sufficient
25compensation to reimburse the savings bank for all expenses

 

 

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1incurred under the contract.
2    (c) A savings bank may sell and assign, with or without
3recourse, any master's certificate of sale, defaulted loan, or
4defaulted real estate contract to any person eligible to
5purchase it for an amount not less than the fair cash market
6value thereof.
7(Source: P.A. 86-1213.)
 
8    (205 ILCS 205/6009)  (from Ch. 17, par. 7306-9)
9    Sec. 6009. Purchase of real estate for office and rental
10purposes.
11    (a) A savings bank may acquire and hold real estate in fee
12simple or leaseholds on which a building or buildings exist or
13are to be erected suitable for the transaction of the savings
14bank's business, and from portions of which not required for
15the savings bank's own use, revenue may be derived; or may own
16all or part of the capital stock, shares, or interest in any
17corporation, limited liability company, association, or trust
18engaged solely in holding all or part of that real estate.
19However, the amount so invested under this Section and item (7)
20of Section 6003 may not exceed a savings bank's total capital
21unless the Secretary Commissioner, upon a proper showing,
22approves a larger amount consistent with the needs of the
23savings bank's business and its immediate future expansion.
24    (b) Unless prior written approval of the Secretary
25Commissioner is obtained, no savings bank may purchase, lease,

 

 

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1or otherwise acquire a site for an office building or interest
2in real estate from any officer, director, employee, or
3stockholder holding more than 10% of the aggregate capital
4stock of the savings bank, or any firm, corporation, entity, or
5family in which any officer, director, employee, or stockholder
6holding more than 10% of the aggregate capital stock of a
7savings bank has any direct or indirect interest.
8    (c) An acquisition prohibited by this Section includes the
9purchase, lease, or acquisition of property in which any of the
10persons described in this Section held any interest for a
11period of 10 years preceding the purchase, lease, or
12acquisition, but does not include the acquisition of an option
13for a site or real estate where the option is assignable and
14exercised by the savings bank in its own name and for its own
15benefit.
16(Source: P.A. 89-320, eff. 1-1-96.)
 
17    (205 ILCS 205/8002)  (from Ch. 17, par. 7308-2)
18    Sec. 8002. Procedure to amend articles.
19    (a) The procedure to effect an amendment of articles of
20incorporation shall be as follows:
21        (1) The board of directors shall adopt a resolution
22    setting forth the proposed amendment and direct that it be
23    submitted to a vote at an annual or special meeting of the
24    members or stockholders.
25        (2) The proposed amendment shall be set forth in the

 

 

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1    notice of meeting mailed as prescribed in Section 4003 of
2    this Act.
3        (3) The proposed amendment shall be adopted upon
4    receiving the affirmative vote of a majority of the votes
5    entitled to be cast, unless the articles of incorporation
6    set forth a requirement that amendments of the articles of
7    incorporation shall be adopted by an affirmative vote of
8    two-thirds of the total number of votes entitled to be
9    cast.
10    (b) A report of proceedings, including the notice given,
11the time of mailing, the amendment adopted, the vote thereon,
12and the total number of votes entitled to be cast, verified by
13the president, vice president, or managing officer and attested
14to by the Secretary, shall be filed with the Secretary
15Commissioner within 5 business days after the vote.
16    (c) Each adopted amendment shall be subject to the same
17inquiry as the corresponding provision in the original
18articles. If the Secretary Commissioner approves an amendment
19he shall issue to the savings bank a certificate setting forth
20the amendment and his approval thereof. The amendment shall
21become effective upon issuance of the certificate when recorded
22in the same manner as the savings bank's articles of
23incorporation. The savings bank shall provide the Commissioner
24with a copy of the recorded amendment within 5 business days of
25the date of recording.
26    (d) An amendment of the articles of incorporation approved

 

 

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1by the board of directors, the Secretary, and members as part
2of merger, sale of substantially all assets, change in control,
3holding company reorganization, or mutual to stock form
4conversion need not be approved under this Section.
5    (e) No amendment of articles of incorporation shall affect
6any existing cause of action either in favor of or against the
7savings bank or any pending action in which the savings bank
8shall be a party or the existing rights of persons other than
9members of the savings bank.
10(Source: P.A. 89-74, eff. 6-30-95.)
 
11    (205 ILCS 205/8002.1 new)
12    Sec. 8002.1. Procedure to amend articles of incorporation
13for name change.
14    (a) Notwithstanding the requirements of Section 8002 of
15this Act, a savings bank, after commencing business, may amend
16its articles of incorporation solely for purposes of changing
17the name of the savings bank, upon satisfactory completion of
18the following requirements:
19        (1) Submission by the board of directors of a certified
20    resolution approving the proposed name change and
21    approving a plan for notifying all parties who may be
22    affected by the change, including, but not limited to
23    members, account holders, borrowers, creditors, and
24    parties to whom or with whom commitments of any type are
25    pending.

 

 

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1        (2) The new name, as determined by the Secretary, meets
2    the requirements for names under this Act or rules
3    established by the Secretary.
4    On satisfactory completion of these requirements, the
5Secretary shall issue an approved amendment to the articles of
6incorporation as provided for in subsection (c) of Section 8002
7of this Act.
8    (b) No amendment of the articles of incorporation to change
9the name of a savings bank shall affect any existing cause of
10action either in favor of or against the savings bank or any
11pending action in which the savings bank shall be a party, nor
12shall it affect the existing rights of persons other than
13members of the savings bank. No action brought by or against
14the savings bank under its former name shall be abated by
15reason of the change.
 
16    (205 ILCS 205/8003)  (from Ch. 17, par. 7308-3)
17    Sec. 8003. Effect upon existing articles and bylaws. Any
18adopted or amended articles that contain provisions contrary to
19the savings bank's bylaws shall serve to repeal the particular
20bylaws without further action by the board. No amendment to a
21savings bank's bylaws may take effect until the amendment is
22approved by the Commissioner.
23(Source: P.A. 89-74, eff. 6-30-95.)
 
24    (205 ILCS 205/8004)  (from Ch. 17, par. 7308-4)

 

 

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1    Sec. 8004. Merger; adoption of plan.
2    (a) Any depository institution may merge into a savings
3bank operating under this Act, and a savings bank operating
4under this Act may merge into a depository institution. The
5board of directors of each merging depository institution, by
6resolution adopted by a majority vote of all members of the
7board, must approve the plan of merger.
8    (b) The plan of merger must include the following:
9        (1) The name of each of the merging depository
10    institutions, the name of the continuing savings bank or
11    resulting depository institution or State or national
12    bank, the location of the business office, and the location
13    of the branch offices.
14        (2) With respect to the resulting savings bank or
15    resulting depository institution or State or national
16    bank, the amount of capital, surplus, and reserve for
17    operating expenses; the classes and the number of shares of
18    stock and the par value of each share; the charter and
19    bylaws of the resulting depository institution or savings
20    bank or resulting State or national bank; and a detailed
21    financial Statement showing the assets and liabilities
22    after the proposed merger.
23        (3) Provisions stating the method, terms, and
24    conditions of carrying the merger into effect, including
25    the manner of converting the shares of the merging
26    depository institutions into the cash, shares of stock, or

 

 

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1    other securities or properties Stated in the merger
2    agreement to be received by the stockholders of each
3    merging depository institution.
4        (4) Provisions governing the manner of disposing of any
5    shares of stock of the resulting savings bank or resulting
6    depository institution or State or national bank that are
7    not taken by the dissenting stockholders of each merging
8    depository institution.
9        (5) Other provisions that appear necessary or
10    desirable or that the Secretary Commissioner may
11    reasonably require to enable him to discharge his duties
12    with respect to the merger.
13    (c) After approval by the board of directors of each
14depository institution, the merger agreement shall be
15submitted to the Secretary Commissioner for approval, together
16with the certified copies of the authorizing resolutions of
17each board of directors showing approval by a majority of the
18entire board of each merging depository institution. After
19receipt of the items specified herein, the Secretary
20Commissioner may make or cause to be made an examination of the
21affairs of each of the merging depository institutions and
22their affiliates and subsidiaries, the expense of which is to
23be paid by the merging depository institutions.
24    (d) The Secretary Commissioner may then approve or
25disapprove the proposed merger agreement. The Secretary
26Commissioner shall not approve a merger agreement unless he

 

 

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1finds that:
2        (1) The resulting savings bank meets the requirements
3    of this Act for the formation of a new savings bank at the
4    proposed main office of the resulting savings bank.
5        (2) The same conditions exist with respect to the
6    resulting savings bank that would be required under this
7    Act for the organization of a new savings bank.
8        (3) The merger agreement is fair to all persons
9    affected.
10        (4) The resulting savings bank will be operated in a
11    safe and sound manner.
12    (e) If the Secretary Commissioner disapproves of the
13proposed merger, he shall State his objections in writing and
14give the merging depository institutions a Stated period of
15time in which to amend the plan of merger to address obviate
16the objections.
17(Source: P.A. 87-1226; 88-425.)
 
18    (205 ILCS 205/8005)  (from Ch. 17, par. 7308-5)
19    Sec. 8005. Merger; vote of approval. If approved by the
20Secretary Commissioner, the plan of merger shall be submitted
21to the stockholders of the savings bank or depository
22institution for approval. The Secretary Commissioner may
23require that the plan of merger be submitted to members of a
24mutual savings bank. Each meeting of the members or
25stockholders of a savings bank operating under this Act shall

 

 

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1be called and held in accordance with Section 4002. The plan is
2approved if it receives the affirmative vote of two-thirds or
3more of the total votes entitled to be cast.
4(Source: P.A. 86-1213.)
 
5    (205 ILCS 205/8006)  (from Ch. 17, par. 7308-6)
6    Sec. 8006. Merger; Secretary's Commissioner's certificate.
7The executed merger agreement together with copies of the
8resolutions of the members or stockholders of each merging
9depository institution approving it, certified by the
10president or vice president managing officer, and attested to
11by the secretary of the savings bank, shall be filed with the
12Secretary Commissioner. The Secretary Commissioner shall then
13issue to the continuing savings bank a certificate of merger,
14setting forth the name of each merging depository institution,
15the name of the continuing savings bank, and the articles of
16incorporation of the continuing savings bank. The merger takes
17effect upon the recording of the certificate in the same manner
18as the articles of incorporation in each county in which the
19business office of any of the merging depository institutions
20was located and in the county in which the business office of
21the continuing savings bank is located. When duly recorded, the
22certificate shall be conclusive evidence of the merger and of
23the correctness of the proceedings therefor except against the
24State.
25(Source: P.A. 87-1226; 88-425.)
 

 

 

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1    (205 ILCS 205/8007)  (from Ch. 17, par. 7308-7)
2    Sec. 8007. Effect of merger. The continuing savings bank or
3resulting depository institution or State or national bank
4shall be considered the same business and corporate entity as
5each merging depository institution, with all the property,
6rights, duties, and obligations of each merging depository
7institution, except as otherwise provided by the articles of
8incorporation of the continuing savings bank or resulting
9depository institution or State or national bank. All
10liabilities of each of the merging institutions shall be
11liabilities of the continuing savings bank or resulting
12depository institution or State or national bank; and all of
13the rights, franchises, and interests of each of the merging
14depository institutions in and to every kind of property, real,
15personal, or mixed shall vest automatically in the continuing
16savings bank or resulting depository institution or State or
17national bank without any deed or other transfer. Any reference
18to a merging depository institution in any writing, whether
19executed or effective before or after the merger, shall be
20deemed a reference to the continuing savings bank or resulting
21depository institution or State or national bank if not
22inconsistent with the other provisions of the writing. No
23pending action or other judicial proceeding to which any
24merging depository institution is a party shall be abated or
25dismissed by reason of the merger, but shall be prosecuted to

 

 

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1final judgment in the same manner as if the merger had not
2occurred.
3(Source: P.A. 87-1226; 88-425.)
 
4    (205 ILCS 205/8008)  (from Ch. 17, par. 7308-8)
5    Sec. 8008. Merger; Secretary's Commissioner's expenses.
6The expenses of any examination made by or at the direction of
7the Secretary Commissioner in connection with a proposed merger
8shall be paid for by the merging savings banks or depository
9institutions.
10(Source: P.A. 86-1213.)
 
11    (205 ILCS 205/8009)  (from Ch. 17, par. 7308-9)
12    Sec. 8009. Sale of assets. Subject to regulations of the
13Secretary Commissioner, a savings bank, in one transaction not
14in the usual course of business, may sell all or substantially
15all of its assets, with or without its name and goodwill, to
16another savings bank or depository institution to any other
17financial institution, in consideration of money, capital, or
18obligations of the purchasing institution. A savings bank may
19sell any office or facility and equipment in conformity with
20the regulations of the Secretary Commissioner.
21(Source: P.A. 86-1213.)
 
22    (205 ILCS 205/8010)  (from Ch. 17, par. 7308-10)
23    Sec. 8010. Procedure to effect sale of all assets.

 

 

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1    (a) The procedure to effect a sale authorized by Section
2Sections 8009 and 8014 of this Act shall be as follows:
3        (1) The board of directors shall adopt a resolution
4    setting forth the terms of the proposed sale and shall
5    submit the plan to the Secretary Commissioner for his
6    preliminary approval. Upon receipt of approval by the
7    Secretary Commissioner, the plan shall be submitted to a
8    vote of the members at a special or annual meeting.
9        (2) The terms shall be set forth in the notice of the
10    meeting as prescribed in subsection (b) of Section 4003 of
11    this Act.
12        (3) The proposed sale will be approved by the members
13    or stockholders upon receiving in the affirmative
14    two-thirds or more of the total number of votes that all
15    members or stockholders of the savings bank are entitled to
16    cast. A proposal for the voluntary liquidation of the
17    savings bank may be submitted to the members or
18    stockholders at the same meeting or at any later meeting
19    called for that purpose in accordance with Article 4 of
20    this Act. A report of proceedings, certified by the
21    president or vice president and attested by the secretary
22    of the savings bank, setting forth the terms of the
23    proposed sale, the notice given and the time of its
24    mailing, the vote on the proposal, and the total number of
25    votes that all members or stockholders of the savings bank
26    are entitled to cast, shall be filed with the Secretary

 

 

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1    Commissioner.
2    (b) If the Secretary Commissioner finds that the proposed
3sale is fair to all holders of capital, creditors, and other
4persons concerned and provision has been made for the
5disposition of the remaining assets, if any, of the savings
6bank, as provided in this Act for voluntary liquidation, he
7shall issue to the savings bank a certificate of authorization
8for the sale with a copy of the filed report of proceedings
9attached to the certificate.
10    (c) When the Secretary's Commissioner's certificate is
11issued recorded in the same manner as the savings bank's
12articles of incorporation, the savings bank may complete the
13sale so authorized; except that the savings bank must also have
14the approval of the Federal Deposit Insurance Corporation.
15    (d) If the sale includes the name of the savings bank, the
16purchaser shall have the exclusive right to that name for a
17period of 5 years.
18(Source: P.A. 86-1213.)
 
19    (205 ILCS 205/8013)  (from Ch. 17, par. 7308-13)
20    Sec. 8013. Emergency merger. With the prior approval of the
21Secretary Commissioner, which approval shall state that the
22proposed merger is in his opinion necessary for the protection
23of the depositors and other creditors, any savings bank that is
24an eligible depository institution, as defined in the Illinois
25Banking Act, may, by a vote of a majority of its board of

 

 

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1directors and without a vote of its members or stockholders,
2merge with another savings bank or depository institution, a
3State or federal savings and loan association, or a bank, as
4defined in the Illinois Banking Act, with the other savings
5bank or depository institution , State or federal savings and
6loan association, or bank being the resulting or continuing
7savings bank or depository institution , savings and loan
8association, or bank.
9(Source: P.A. 86-1213.)
 
10    (205 ILCS 205/8014)  (from Ch. 17, par. 7308-14)
11    Sec. 8014. Emergency sale of assets.
12    (a) With the approval in writing of the Secretary
13Commissioner, which approval shall state that the proposed sale
14is, in his opinion, necessary for the protection of the
15depositors and other creditors, any savings bank that is an
16eligible depository institution, as defined in Section 2 of the
17Illinois Banking Act may, by a vote of a majority of its board
18of directors and without a vote of its members or stockholders,
19sell all or any part of its assets to another savings bank or
20depository institution , savings and loan association, bank, as
21defined in the Illinois Banking Act, or to the Federal Deposit
22Insurance Corporation, or to both a State or federally
23chartered savings bank or savings and loan association or a
24bank and the Federal Deposit Insurance Corporation, provided
25that a savings bank or depository institution assumes , State or

 

 

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1federally chartered savings and loan association or bank
2assumes in writing all of the liabilities of the selling
3savings bank association and that any sale to a bank shall be
4by an eligible depository institution, as defined in the
5Illinois Banking Act.
6    (b) Notwithstanding any other provisions of this Act, a
7savings bank may sell to any savings bank or depository
8institution , savings and loan association, or bank, as defined
9in the Illinois Banking Act, an insubstantial portion of its
10total deposits which shall have the same meaning as provided in
11Section 5(d)(2)(D) of the Federal Deposit Insurance Act. The
12sale of an insubstantial portion of a savings bank's deposits
13may be by vote of a majority of the board of directors, and,
14with approval of the Secretary Commissioner, without a vote of
15its members or stockholders.
16(Source: P.A. 86-1213.)
 
17    (205 ILCS 205/8015)  (from Ch. 17, par. 7308-15)
18    Sec. 8015. Change in control.
19    (a) No person, whether acting directly or indirectly or
20through or in concert with one or more persons, may acquire
21control of a savings bank operating under this Act without
22prior approval of the Secretary Commissioner.
23    (b) Any person seeking to acquire control of a savings bank
24or subsidiary of a savings bank operating under this Act shall
25submit an application in the form required by the Secretary

 

 

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1Commissioner.
2    (c) The Secretary Commissioner may examine the books and
3records of the applicant and related persons, investigate any
4matter relevant to the application, and require the applicant
5to submit additional information and documents.
6    (d) The Secretary Commissioner shall not approve an
7acquisition of control unless the application and related
8examination and investigation permit the Secretary
9Commissioner to find positively on all of the following
10matters:
11        (1) The applicant has filed a complete application, has
12    cooperated with all examinations and investigations of the
13    Secretary Commissioner, and has submitted all information
14    and documents requested by the Secretary Commissioner.
15        (2) The applicant and proposed management have the
16    necessary competence, experience, integrity, and financial
17    ability.
18        (3) The business plans of the applicant are consistent
19    with the safe and sound operation of the savings bank and
20    the purposes of this Act.
21        (4) The acquisition of control would not be inequitable
22    to members, borrowers or creditors of the savings bank.
23        (5) The applicant and proposed management have
24    complied with subsection (f) (e) of this Section.
25    (e) Shares of stock or mutual members shares acquired in
26violation of subsection (a) of this Section shall not be voted

 

 

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1and shall not be counted in calculating the total number of
2shares eligible to vote. In addition to any other action
3authorized under this Act, the Secretary Commissioner may
4require divestment of shares of stock acquired in violation of
5this Section and may require retirement of the withdrawal value
6of accounts providing mutual member voting shares acquired in
7violation of this Section, in which case the savings bank shall
8pay accrued interest on the retired withdrawal value and shall
9not assess any penalty for early withdrawal.
10    (f) An individual, whether acting directly or indirectly or
11through or in concert with one or more persons, shall file
12written notice to the Secretary Commissioner within 10 days of
13the occurrence of either of the following events:
14        (1) becoming, directly or indirectly, the beneficial
15    owner of more than five percent of the voting shares of a
16    savings bank or savings bank holding company; or
17        (2) obtaining, directly or indirectly, the power to
18    cast more than five percent of the member votes of a
19    savings bank or savings bank holding company.
20    The requirements of this subsection (f) are separate and in
21addition to the requirements of subsection (a) of this Section.
22    (g) The Secretary Commissioner may promulgate rules to
23implement this provision, including definitions, form and
24content of application or notice, procedures, exemptions, and
25requirements for approval.
26(Source: P.A. 96-585, eff. 8-18-09.)
 

 

 

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1    (205 ILCS 205/8016)  (from Ch. 17, par. 7308-16)
2    Sec. 8016. Procedure for conversion from a savings bank
3charter.
4    (a) Any savings bank operating under this Act may convert
5to any other depository institution chartered under the laws
6and regulations of this State or under the laws and regulations
7of the United States in accordance with the following
8requirements:
9        (1) The converting savings bank shall notify the
10    Secretary Commissioner of its intent to convert. Notice
11    should be submitted when the savings bank first submits a
12    request to convert to the appropriate State or federal
13    authorities, but in no case less than 30 days before the
14    conversion. Approval of the conversion by the Secretary
15    Commissioner shall not be required except when the savings
16    bank converts to a depository institution that is also
17    chartered by the Secretary Commissioner in which case the
18    savings bank shall comply with State law and regulations
19    applicable to the conversion to such depository
20    institution.
21        (2) The board of directors shall approve a plan of
22    conversion by resolution adopted by majority vote of all of
23    the directors.
24        (3) Upon notice prescribed by subsection (a) of Section
25    4003 of this Act, the plan of conversion shall be adopted

 

 

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1    upon receiving in the affirmative two-thirds or more of the
2    total number of votes that all members of the savings bank
3    are entitled to cast. A report of proceedings, certified by
4    the president or a vice president and attested by the
5    secretary of the savings bank, shall be filed promptly with
6    the Secretary Commissioner.
7        (4) The savings bank shall pay all accrued supervisory
8    fees and other fees and assessments under this Act as of
9    the date of conversion.
10        (5) Upon completion of the conversion, the charter of
11    the savings bank shall automatically terminate and the
12    savings bank charter or a true copy of the charter shall be
13    returned to the Secretary Commissioner.
14    (b) (Blank). If the Commissioner finds that any requirement
15of this Section would prevent under applicable law a depository
16institution that is not a savings bank from converting to a
17savings bank, the Commissioner may waive any requirement having
18that effect.
19(Source: P.A. 91-97, eff. 7-9-99.)
 
20    (205 ILCS 205/8018 new)
21    Sec. 8018. Waiver of requirements. Notwithstanding any
22provision of this Article, the requirements imposed by this
23Article on a savings bank that seeks to convert to, merge into,
24or sell substantially all of its assets to a depository
25institution that is not a savings bank shall be no more

 

 

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1burdensome or restrictive than the requirements imposed by
2federal or other state law on a depository institution that is
3not a savings bank that seeks to convert to, merge into, or
4sell substantially all of its assets to a savings bank. The
5Secretary may waive any such requirement imposed by this
6Article that is more burdensome or restrictive.
 
7    (205 ILCS 205/9002)  (from Ch. 17, par. 7309-2)
8    Sec. 9002. Powers of Secretary. The Secretary shall have
9the following powers and duties:
10    (1) To exercise the rights, powers, and duties set forth in
11this Act or in any related Act.
12    (2) To establish regulations as may be reasonable or
13necessary to accomplish the purposes of this Act.
14    (3) To make an annual report regarding the work of his
15office under this Act as he may consider desirable to the
16Governor, or as the Governor may request.
17    (4) To cause a suit to be filed in his name to enforce any
18law of this State that applies to savings banks, their service
19corporations, subsidiaries, affiliates, or holding companies
20operating under this Act, including the enforcement of any
21obligation of the officers, directors, agents, or employees of
22any savings bank.
23    (5) To prescribe a uniform manner in which the books and
24records of every savings bank are to be maintained.
25    (6) To establish a reasonable fee structure for savings

 

 

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1banks and holding companies operating under this Act and for
2their service corporations and subsidiaries. The fees shall
3include, but not be limited to, annual fees, application fees,
4regular and special examination fees, and other fees as the
5Secretary establishes and demonstrates to be directly
6resultant from the Secretary's responsibilities under this Act
7and as are directly attributable to individual entities
8operating under this Act. The aggregate of all moneys fees
9collected by the Secretary on and after the effective date of
10this Act shall be paid promptly after receipt of the same,
11accompanied by a detailed statement thereof, into the Savings
12and Residential Finance Regulatory Fund subject to the
13provisions of Section 7-19.1 of the Illinois Savings and Loan
14Act of 1985 including without limitation the provision for
15credits against regulatory fees. The amounts deposited into the
16Fund shall be used for the ordinary and contingent expenses of
17the Office of Banks and Real Estate. Notwithstanding any other
18provision of this paragraph (6), the aggregate of all moneys
19collected by the Secretary under this Act shall be paid
20promptly after receipt of same, accompanied by a detailed
21statement thereof, into the Savings Institutions Regulatory
22Fund upon the creation of that fund under Section 7-19.2 of the
23Illinois Savings and Loan Act of 1985, subject to the
24provisions of Section 7-19.2 of the Illinois Savings and Loan
25Act of 1985, including without limitation the provision for
26credits against regulatory fees. The amounts deposited into the

 

 

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1Savings Institutions Regulatory Fund under this paragraph (6)
2shall be used for the ordinary and contingent expenses of
3administering and enforcing this Act. Nothing in this Act shall
4prevent continuing the practice of paying expenses involving
5salaries, retirement, social security, and State-paid
6insurance of State officers by appropriation from the General
7Revenue Fund. The Secretary may require payment of the fees
8under this Act by an electronic transfer of funds or an
9automatic debit of an account of each of the savings banks.
10(Source: P.A. 95-1047, eff. 4-6-09; 96-1365, eff. 7-28-10.)
 
11    (205 ILCS 205/9004)  (from Ch. 17, par. 7309-4)
12    Sec. 9004. Examination.
13    (a) At least once every 18 months or more often if it is
14deemed necessary or expedient, the Secretary Commissioner
15shall examine the books, records, operations, and affairs of
16each savings bank operating under this Act. In the course of
17the examination, the Secretary may Commissioner shall also
18examine in the same manner all entities, companies, and
19individuals which or whom the Secretary Commissioner
20determines may have a relationship with the savings bank or any
21subsidiary or entity affiliated with it, if the relationship
22may adversely affect the affairs, activities, and safety and
23soundness of the savings bank, including: (i) companies
24controlled by the savings bank; (ii) entities, including
25companies controlled by the company, individual, or

 

 

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1individuals that control the savings bank; and (iii) the
2company or other entity which controls or owns the savings
3bank. For purposes of this subsection, the Commissioner shall
4deem it necessary or expedient to conduct an examination more
5often than every 18 months if a required report from a savings
6bank indicates a material change in financial condition or a
7material violation of a law or regulation. In that event, the
8Commissioner shall initiate an examination within 30 days of
9receipt of that information. In the event that the condition is
10grounds for taking custody of the savings bank under Section
1110001 of this Act, the examination shall be initiated
12immediately. Notwithstanding any other provision of this Act,
13every savings bank, as defined by rule, or, if not defined, to
14the same extent as would be permitted in the case of a State
15bank, the Secretary, in lieu of the examination, may accept on
16an alternating basis the examination made by the eligible
17savings bank's appropriate federal banking agency pursuant to
18Section 111 of the Federal Deposit Insurance Corporation
19Improvement Act of 1991, provided the appropriate federal
20banking agency has made an examination.
21    (b) The Secretary Commissioner shall examine to determine:
22        (1) Quality of financial condition, including safety
23    and soundness and investment and loan quality.
24        (2) Compliance with this Act and other applicable
25    statutes and regulations.
26        (3) Quality of management policies.

 

 

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1        (4) Overall safety and soundness of the savings bank,
2    its parent, subsidiaries, and affiliates.
3        (5) Remedial actions required to correct and to restore
4    compliance with applicable statutes, regulations, and
5    proper business policies.
6    (c) The Secretary may Commissioner shall promulgate
7regulations to implement and administer this Section.
8    (d) If a savings bank, its holding company, or any of its
9corporate subsidiaries has not been audited at least once in
10the 12 months prior to the Secretary's Commissioner's
11examination, the Secretary may Commissioner shall cause an
12audit of the savings bank's books and records to be made by an
13independent licensed public accountant selected by the
14Commissioner from a list composed of certified public
15accountants who have experience in savings bank audits. The
16cost of the audit shall be paid for by the entity being
17audited.
18    (e) The Secretary Commissioner or the his or her
19Commissioner's examiners or other formally designated agents
20are authorized to administer oaths and to examine and to take
21and preserve testimony under oath as to anything in the affairs
22or ownership of any savings bank or institution or affiliate
23thereof.
24(Source: P.A. 96-1365, eff. 7-28-10.)
 
25    (205 ILCS 205/9008)  (from Ch. 17, par. 7309-8)

 

 

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1    Sec. 9008. Report of examination. Upon completion of each
2examination, the Secretary may Commissioner shall make a report
3of examination to the board of directors of the savings bank or
4other entity examined. The report shall be read by each
5director who shall then execute a signed statement affidavit
6affirming that he has read the report. The statement affidavits
7shall be filed and retained by the savings bank or appropriate
8entity examined and shall be examined by the Secretary
9Commissioner during regular examinations.
10(Source: P.A. 86-1213.)
 
11    (205 ILCS 205/9011)  (from Ch. 17, par. 7309-11)
12    Sec. 9011. Record keeping and retention of records by a
13savings bank.
14    (a) Each savings bank is required to maintain appropriate
15books and records, as required by the Secretary Commissioner,
16that are in accordance with generally accepted accounting
17principles and the requirements of its insurer of accounts. All
18books and records shall be current, complete, organized, and
19accessible to the Secretary Commissioner, the Secretary's
20Commissioner's agents and examiners, and to the savings bank's
21auditors and accountants.
22    (b) Each savings bank shall implement internal control and
23security measures for its data processing activities. A
24contract with a data processing service or for data processing
25services must provide that records maintained shall at all

 

 

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1times be available for examination and audit by the Secretary
2Commissioner.
3    (c) The Secretary Commissioner may further regulate these
4matters by the promulgation of rules concerning data
5processing. As used herein, "data processing" means all
6electronic or automated systems of communication and data
7processing by computer.
8    (d) Unless a federal law requires otherwise, the Secretary
9may Commissioner shall by regulation prescribe periods of time
10for which savings banks operating under this Act must retain
11records and after the expiration of which, the savings bank may
12destroy those records. No liability shall accrue against the
13savings bank, the Secretary Commissioner, or this State for
14destruction of records according to regulations of the
15Secretary Commissioner promulgated under the authority of this
16Section. In any cause or proceeding in which any records may be
17called in question or be demanded by any savings bank, a
18showing of the expiration of the period so prescribed shall be
19sufficient excuse for failure to produce them.
20(Source: P.A. 90-301, eff. 8-1-97.)
 
21    (205 ILCS 205/9015)  (from Ch. 17, par. 7309-15)
22    Sec. 9015. Unsafe and unsound practices; orders of
23prohibition and removal.
24    (a) The violation of any of the following provisions of
25this Act: Article 5, subsection (b) of Section 4009, Section

 

 

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17006, Section 9005, and Section 9014 is deemed to be an unsafe
2and unsound practice and creates an unsafe and unsound
3condition in the savings bank. The savings bank or the
4institution affiliated party responsible for the violation may
5be subject to the assessment of civil money penalties and other
6enforcement powers of the Secretary Commissioner, as specified
7in this Article, in Article 11, and by regulation of the
8Secretary Commissioner.
9    (b) Continued violation of any of those provisions after
10the Secretary Commissioner issues formal notice to correct
11shall subject the directors of the savings bank at fault to
12immediate removal from the board and to a permanent order of
13prohibition from direct or indirect participation in the
14affairs of any financial institution subject to this Act, the
15Illinois Savings and Loan Act of 1985, or the Residential
16Mortgage License Act of 1987.
17    (c) The Secretary may Commissioner shall promulgate rules
18and regulations to implement this Section.
19(Source: P.A. 90-301, eff. 8-1-97.)
 
20    (205 ILCS 205/9017)  (from Ch. 17, par. 7309-17)
21    Sec. 9017. Procedure upon the impairment of capital.
22    (a) If the Secretary Commissioner finds from a report of
23examination or other required report of a savings bank that the
24capital is impaired, he may shall, in his discretion institute
25whichever of the following procedures is appropriate:

 

 

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1        (1) Direct that the board of directors either (i)
2    require the shareholders to contribute an amount at least
3    sufficient to eliminate the impairment, or (ii) reduce the
4    par value of the capital stock in at least the amount of
5    the impairment and allocate the reduction to undivided
6    profits or reserves to absorb the loss that created the
7    impairment.
8        (2) Take custody of the savings bank under Article 10
9    of this Act, establish a conservatorship, and proceed to
10    merge, sell, or otherwise dispose of the savings bank in a
11    manner that will remove the capital impairment, remove
12    operating losses, and restore compliance with all capital
13    requirements.
14        (3) Declare the stock worthless and order the directors
15    to cancel the stock or order the directors to sell, merge,
16    or otherwise restructure the savings bank in a manner that
17    will remove the capital impairment, eliminate operating
18    losses, and restore compliance with all capital
19    requirements.
20    (b) The Secretary may Commissioner shall promulgate rules
21to implement this procedure.
22(Source: P.A. 86-1213.)
 
23    (205 ILCS 205/9018)  (from Ch. 17, par. 7309-18)
24    Sec. 9018. Administrative review. Except as provided in
25Article 10 and as otherwise specifically provided by this Act,

 

 

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1any person aggrieved by a decision of the Secretary
2Commissioner under this Act may receive a hearing before the
3Secretary under Sections 9018.1 through 9018.4 of this Act
4Board of Savings Institutions or otherwise seek administrative
5review of the decision pursuant to the procedures set forth in
6Sections 7-20 through 7-27 of the Illinois Savings and Loan Act
7of 1985.
8(Source: P.A. 89-508, eff. 7-3-96.)
 
9    (205 ILCS 205/9018.1 new)
10    Sec. 9018.1. Hearing upon verified complaint. The
11Secretary shall, upon receiving the verified complaint in
12writing of any aggrieved person setting forth facts that, if
13proved, would constitute grounds for reversal or change of any
14decision, order, or action of the Secretary, except as provided
15in Section 9018 of this Act, grant a hearing on the complaint.
16If the aggrieved person desires such a hearing, he or she
17shall, within 10 days after receipt of notice of such decision,
18order, or action, file written notice with the Secretary of
19intent to demand a hearing and shall, within 30 days after
20receipt of notice of such decision, order, or action, file his
21or her verified complaint in writing. The date of the hearing
22may not be earlier than 15 days nor later than 30 days after
23the date of receipt of verified complaint in writing. The
24Secretary shall, at least 10 days prior to the date set for the
25hearing, notify in writing the person aggrieved by such

 

 

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1decision, order, or action, referred to in this Section as the
2respondent, and all other parties to the action, that a hearing
3will be held on the date designated and shall afford the
4respondent and all other parties to the action an opportunity
5to be heard in person or by counsel in reference thereto.
6Written notice may be served by delivery of the same personally
7to the respondent and all other parties to the action or by
8mailing the notice by registered or certified mail to the place
9of business specified by the respondent and all other parties
10to the action in the last notification to the Secretary. At the
11time and place fixed in the notice, the Secretary or his or her
12authorized agent, referred to in this Section as the hearing
13officer, shall proceed to hear the charges and the respondent,
14all other parties to the action, and the complainant shall be
15accorded ample opportunity to present in person or by counsel
16such statements, testimony, evidence, and argument as may be
17pertinent to the issues. The hearing officer may continue such
18hearing from time to time.
19    The hearing officer may subpoena any person in this State
20and may take testimony either orally, by deposition, or by
21exhibit, with the same fees and mileage and in the same manner
22as prescribed by law in judicial proceedings in civil cases in
23circuit courts of this State.
24    The hearing officer may administer oaths to witnesses at
25any hearing that the hearing officer is authorized by law to
26conduct.

 

 

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1    After the hearing, the Secretary shall make a determination
2approving, modifying, or disapproving the decision, order, or
3action of the Secretary as his or her final administrative
4decision.
 
5    (205 ILCS 205/9018.2 new)
6    Sec. 9018.2. Record of proceedings; expenses. The
7Secretary, at his or her expense, unless otherwise provided in
8this Act, shall provide a stenographer to take down the
9testimony and preserve a record of all proceedings at the
10hearing. The notice of hearing, complaint, and all other
11documents in the nature of pleadings and written motions filed
12in the proceedings, the transcript of testimony, the report of
13the hearing officer, and orders of the Secretary shall be the
14record of such proceedings. The Secretary shall furnish a
15transcript of the record to any person interested in such
16hearing upon payment of the actual cost thereof.
17    A copy of the hearing officer's report and the Secretary's
18orders shall be served as notice of the hearing on the
19respondent and all other parties to the action by the
20Secretary, either personally or by registered or certified
21mail, as provided in this Act. All expenses incurred by the
22Secretary, including the compensation of the hearing officer,
23shall be paid by the parties to the hearing and shall be
24divided among them in equal shares.
 

 

 

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1    (205 ILCS 205/9018.3 new)
2    Sec. 9018.3. Subpoena; deposition. All subpoenas issued
3under the laws of this State pertaining to or concerning
4savings banks may be served by any person who is not a minor.
5The fees of witnesses for attendance and travel shall be the
6same as fees of witnesses before the circuit courts of this
7State. Witness fees are to be paid at the time the witness is
8excused from further attendance, when the witness is subpoenaed
9at the instance of the Secretary or any officer or any employee
10designated by him or her for the purpose of conducting any
11investigation, inquiry, or hearing. The disbursements made in
12the payment of witness fees shall be audited and paid in the
13same manner as are other expenses of the Secretary. Whenever a
14subpoena is issued at the instance of a complainant,
15respondent, or other party to any proceeding, the Secretary may
16require that the cost of service thereof and the fee of the
17same shall be borne by the party at whose instance the witness
18is summoned, and the Secretary shall have power, in his or her
19discretion, to require a deposit to cover the cost of such
20service and witness fees and the payment of legal witness fees
21and mileage to the witness when served with subpoena. A
22subpoena issued under this Section shall be served in the same
23manner as a subpoena issued out of a court.
24    Any person served with a subpoena to appear and testify or
25to produce books, papers, accounts, or documents, either in
26person or by deposition, in the manner provided in this

 

 

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1Section, issued by the Secretary or by any officer or any
2employee designated by him or her to conduct any such
3investigation, inquiry, or hearing, in the course of an
4investigation, inquiry, or hearing conducted under any of the
5provisions of the laws of this State pertaining to savings
6banks, and who refuses or neglects to appear or to testify, or
7to produce books, papers, accounts, and documents relative to
8such investigation, inquiry, or hearing as commanded in such
9subpoena, shall be guilty of a petty offense.
10    Any circuit court of this State, on application of the
11Secretary or an officer or an employee designated by the
12Secretary for the purpose of conducting any investigation,
13inquiry, or hearing, may, in his or her discretion, compel the
14attendance of witnesses, the production of books, papers,
15accounts, and documents, and the giving of testimony before the
16Secretary or before any officer or any employee designated by
17the Secretary for the purpose of conducting any such
18investigation, inquiry, or hearing, in person or by deposition,
19in the manner provided in this Section, by an attachment for
20contempt or otherwise, in the same manner as production of
21evidence may be compelled before a court.
22    The Secretary, any officer or employee designated by the
23Secretary for the purpose of conducting any investigation,
24inquiry, or hearing, or any party may, in any investigation,
25inquiry, or hearing, cause the deposition of witnesses residing
26within or outside of the State to be taken in the manner

 

 

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1prescribed by law for taking like depositions in civil cases in
2courts of this State and, to that end, may compel the
3attendance of witnesses and the production of papers, books,
4accounts, and documents.
 
5    (205 ILCS 205/9018.4 new)
6    Sec. 9018.4. Review under Administrative Review Law.
7Except as provided in Article 10, any person affected by a
8final administrative decision of the Secretary may have the
9decision reviewed only under and in accordance with the
10Administrative Review Law.
11    The provisions of the Administrative Review Law, all
12amendments and modifications to the Administrative Review Law,
13and the rules adopted under the Administrative Review Law,
14shall apply to and govern all proceedings for the judicial
15review of final administrative decisions of the Secretary under
16this Act. For the purposes of this Section, "administrative
17decision" is defined as in Section 3-101 of the Code of Civil
18Procedure.
19    Appeals from all final orders and judgments entered by a
20court in review of any final administrative decision of the
21Board under this Act may be taken as in other civil cases.
 
22    Section 25. The Corporate Fiduciary Act is amended by
23changing the heading of Article IX by changing Sections 4A-5,
245-9, and 6-13.5 as follows:
 

 

 

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1    (205 ILCS 620/4A-5)
2    Sec. 4A-5. Foreign corporations establishing places of
3business to conduct fiduciary activities in Illinois.
4        (a) A foreign corporation may establish or acquire and
5maintain a place of business for the conduct of business as a
6fiduciary in this State provided that a corporate fiduciary
7that has its principal place of business in Illinois is
8permitted to establish or acquire and maintain a similar place
9of business that may engage in activities substantially similar
10to those permitted to foreign corporations under this Act in
11the state where the foreign corporation has its principal place
12of business.
13    (b) A foreign corporation desiring to establish or acquire
14and maintain a place of business to conduct business as a
15fiduciary in Illinois under this Section shall provide, or
16cause its home state regulator to provide, written notice of
17the proposed transaction to the Commissioner on or after the
18date on which the foreign corporation applies to its home state
19regulator for approval to establish or acquire and maintain a
20place of business in Illinois. The filing of the notice shall
21be preceded or accompanied by a copy of the resolution adopted
22by the board authorizing the additional place of business and
23the filing fee required by the Commissioner. The Commissioner
24may prescribe the form of the notice required under this
25Section. In the Commissioner's discretion, the application or

 

 

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1notice submitted to the foreign corporation's home state
2regulator may be sufficient notice under this Section.
3    (c) A foreign corporation desiring to establish or acquire
4and maintain a place of business to conduct business as a
5fiduciary shall (i) confirm in writing to the Commissioner that
6for as long as it maintains a place of business in Illinois, it
7will comply with the laws of this State and (ii) provide
8satisfactory evidence to the Commissioner of compliance with
9any applicable requirements of state foreign corporation
10qualification laws and applicable requirements of its home
11state regulator for acquiring or establishing and maintaining
12the office.
13    (d) A foreign corporation submitting a notice to the
14Commissioner in accordance with subsection (b) may commence
15fiduciary business at the place of business listed in its
16notice after the Commissioner approves the foreign corporation
17to conduct a fiduciary business in Illinois on the 61st day
18after the date the Commissioner receives the notice unless the
19Commissioner specifies an earlier or later date. However, if
20the foreign corporation is not a depository institution and the
21Commissioner approves the foreign corporation to conduct a
22fiduciary business in Illinois subject to specific conditions,
23the foreign corporation shall not commence a fiduciary business
24in Illinois until it has satisfied those conditions and
25provided evidence satisfactory to the Commissioner that it has
26done so. The Commissioner may extend the 60-day review period

 

 

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1if additional time or information is needed for approval of the
2notice. The Commissioner may deny approval of the notice if he
3finds that the foreign corporation lacks sufficient financial
4resources to undertake the proposed expansion without
5adversely affecting its safety or soundness or that the place
6of business is contrary to the public interest.
7(Source: P.A. 92-483, eff. 8-23-01.)
 
8    (205 ILCS 620/5-9)  (from Ch. 17, par. 1555-9)
9    Sec. 5-9. Statement of condition.
10    (a) Each corporate fiduciary shall file with the
11Commissioner, when requested, a statement under oath, of the
12condition of such corporate fiduciary as of the date requested.
13The statement of condition shall be in such form and contain
14such statements, returns and information, as to the affairs,
15business conditions, and resources of the corporate fiduciary
16or of its trust department, as the case may be, as the said
17Commissioner may, from time to time prescribe or require.
18    (b) Such statement of condition shall be verified by the
19affidavit of the president, vice president or principal
20accounting officer of said corporate fiduciary, who shall also
21state in such affidavit that he has examined the books and
22accounts of said corporate fiduciary or of its trust
23department, as the case may be for the purpose of making said
24report or statement, and that the information contained in the
25statement or report is accurate to the best of his knowledge

 

 

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1and belief. If the statement is submitted in electronic form,
2the Commissioner may, in the call for the report, specify the
3manner in which the appropriate officer of the corporate
4fiduciary shall verify the statement of condition.
5    (c) (Blank). The corporate fiduciary shall cause a proper
6abstract of the statements of assets and liabilities reported
7under sub-section (a) of this Section to be published once in a
8newspaper of general circulation, circulated in the city, town
9or village where the corporate fiduciary is located. Such
10publication shall be paid for by said corporate fiduciary which
11shall cause to be provided to the Commissioner a certificate of
12publication from the publishing newspaper in such form as the
13Commissioner shall require. When the corporate fiduciary is a
14State bank, qualified under this Act, the statements published
15in compliance with the Illinois Banking Act may be accepted by
16the Commissioner in compliance with the publication
17requirements of this Section although an annual statement of
18condition may still be required.
19    (d) Any corporate fiduciary which fails to file an accurate
20statement of condition on or before the date it is due, to
21publish the report if required to be published, or which fails
22to provide evidence of such publication may be fined $100 for
23each day of noncompliance.
24    (e) Any corporate fiduciary which is the victim of a
25robbery or experiences a shortage of funds in excess of
26$10,000, an apparent misapplication of the corporate

 

 

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1fiduciary's funds by an officer, employee, director, or agent,
2a charge-off of assets of the corporate fiduciary, or any
3adverse legal action in an amount in excess of 10% of total
4capital and surplus of the corporate fiduciary, including but
5not limited to, the entry of an adverse money judgment against
6the corporate fiduciary shall report that information in
7writing to the Commissioner within 7 days. Neither the
8corporate fiduciary, its directors, officers, employees or
9agents, in the preparation or filing of the reports required by
10this subsection, shall be subject to any liability for libel,
11slander or other charges resulting from information supplied in
12such reports, except when the supplying of such information is
13done in a corrupt or malicious manner or otherwise not in good
14faith.
15(Source: P.A. 89-364, eff. 8-18-95.)
 
16    (205 ILCS 620/6-13.5)
17    Sec. 6-13.5. Pledging requirements.
18    (a) The Commissioner may require a trust company holding a
19certificate of authority under this Act to pledge to the
20Commissioner securities or a surety bond which shall run to the
21Commissioner in an amount, not to exceed $2,000,000 $1,000,000,
22that the Commissioner deems appropriate for costs associated
23with the receivership of the trust company. In the event of a
24receivership of a trust company, the Commissioner may, without
25regard to any priorities, preferences, or adverse claims,

 

 

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1reduce the pledged securities or the surety bond to cash and,
2as soon as practicable, utilize the cash to cover costs
3associated with the receivership.
4    (b) If the trust company chooses to pledge securities to
5satisfy the provisions of this Section, the securities shall be
6held at a depository institution or a Federal Reserve Bank
7approved by the Commissioner. The Commissioner may specify the
8types of securities that may be pledged in accordance with this
9Section. Any fees associated with holding such securities shall
10be the responsibility of the trust company.
11    (c) If the trust company chooses to purchase a surety bond
12to satisfy the provisions of this Section, the bond shall be
13issued by a bonding company, approved by the Commissioner, that
14is authorized to do business in this State and that has a
15rating in one of the 3 highest grades as determined by a
16national rating service. The bond shall be in a form approved
17by the Commissioner. The trust company may not obtain a surety
18bond from any entity in which the trust company has a financial
19interest.
20(Source: P.A. 92-485, eff. 8-23-01.)
 
21    (205 ILCS 620/Art. IX heading)
22
ARTICLE IX. MISCELLANEOUS PROVISIONS ,
23
FIDUCIARY ADVISORY COMMITTEE

 
24    (205 ILCS 105/7-11 rep.)

 

 

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1    (205 ILCS 105/7-12 rep.)
2    (205 ILCS 105/7-13 rep.)
3    (205 ILCS 105/7-14 rep.)
4    (205 ILCS 105/7-16 rep.)
5    (205 ILCS 105/7-17 rep.)
6    (205 ILCS 105/7-18 rep.)
7    (205 ILCS 105/7-19 rep.)
8    Section 28. The Illinois Savings and Loan Act of 1985 is
9amended by repealing Sections 7-11, 7-12, 7-13, 7-14, 7-16,
107-17, 7-18, and 7-19.
 
11    (205 ILCS 205/9010 rep.)
12    Section 30. The Savings Bank Act is amended by repealing
13Section 9010.
 
14    (205 ILCS 616/70 rep.)
15    (205 ILCS 616/75 rep.)
16    Section 35. The Electronic Fund Transfer Act is amended by
17repealing Sections 70 and 75.
 
18    (205 ILCS 620/1-5.04 rep.)
19    (205 ILCS 620/9-1 rep.)
20    (205 ILCS 620/9-2 rep.)
21    (205 ILCS 620/9-3 rep.)
22    (205 ILCS 620/9-4 rep.)
23    Section 40. The Corporate Fiduciary Act is amended by

 

 

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1repealing Sections 1-5.04, 9-1, 9-2, 9-3, and 9-4.".