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Public Act 91-0452
HB2494 Enrolled LRB9104654JSpr
AN ACT to amend the Illinois Banking Act by changing
Sections 10 and 16 and adding Section 9.5.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Illinois Banking Act is amended by
changing Sections 10 and 16 and adding Section 9.5 as
follows:
(205 ILCS 5/9.5 new)
Sec. 9.5. Reservation of corporate name. Upon the
filing of an application for a permit to organize, an
applicant may request that the Commissioner reserve the name
of the proposed bank. The reservation shall be made by
filing with the Commissioner an application to reserve a
specified corporate name on forms prescribed by the
Commissioner. If the Commissioner finds that the name is
available for corporate use, he or she shall reserve the name
for the exclusive use of the applicant. The Commissioner
shall prescribe by rule the duration of the reservation.
The right to the exclusive use of a specified corporate
name so reserved may be transferred to any other person by
filing with the Commissioner a notice of the transfer
executed by the person for whom such name was reserved and
specifying the name and address of the transferee.
The Commissioner may revoke any reservation if, after a
hearing, he or she finds that the application therefor was
made contrary to this Act.
(205 ILCS 5/10) (from Ch. 17, par. 317)
Sec. 10. Permit to organize. Upon the filing of an
application for a permit to organize, the Commissioner shall
investigate the truth of the statements therein and shall
consider the proposed bank's capital structure, its future
earnings prospects, the general character, experience, and
qualifications of its proposed management, its proposed plan
of operation, and the convenience and needs of the area
sought to be served and notwithstanding the provisions of
Section 7 of this Act, the Commissioner shall not approve the
application and issue a permit to organize unless he shall be
of the opinion and finds:
(1) that the proposed capital at least meets the minimum
requirements of this Act determined by the Commissioner
pursuant to Section 7 of this Act including additional
capital necessitated by the circumstances of the proposed
bank including its size, scope of operations and market in
which it proposes to operate;
(2) that the future earnings prospects are favorable;
(3) that the general character, experience, and
qualifications of its proposed management and its proposed
plan of operation are such as to assure reasonable promise of
successful, safe and sound operation;
(4) that the name of the proposed bank is not the same
as or deceptively similar to a name reserved with the
Commissioner's office under Section 9.5 or to the name of any
other bank then operating in this State; and
(5) that the convenience and needs of the area sought to
be served by the proposed bank will be promoted.
(Source: P.A. 90-665, eff. 7-30-98.)
(205 ILCS 5/16) (from Ch. 17, par. 323)
Sec. 16. Directors. The business and affairs of a State
bank shall be managed by its board of directors that shall
exercise its powers as follows:
(1) Directors shall be elected as provided in this Act.
Any omission to elect a director or directors shall not
impair any of the rights and privileges of the bank or of any
person in any way interested. The existing directors shall
hold office until their successors are elected and qualify.
(2) (a) Notwithstanding the provisions of any charter
heretofore or hereafter issued, the number of directors,
not fewer than 5 nor more than 25, may be fixed from time
to time by the stockholders at any meeting of the
stockholders called for the purpose of electing directors
or changing the number thereof by the affirmative vote of
at least two-thirds of the outstanding stock entitled to
vote at the meeting, and the number so fixed shall be the
board regardless of vacancies until the number of
directors is thereafter changed by similar action. At
least a majority of the directors must have resided in
the State of Illinois or within 100 miles of the main
banking premises for at least one year immediately
preceding their election and must be residents of the
State of Illinois or the territory within 100 miles of
the main banking premises during their continuance in
office. Any director who becomes disqualified shall
forthwith resign his office.
(b) Notwithstanding the minimum number of directors
specified in paragraph (a) of this subsection, a State
bank that has been in existence for 10 years or more and
has less than $20,000,000 in assets, as of the December
31 immediately preceding the annual meeting of
shareholders at which directors are elected, may, subject
to the approval of the Commissioner, have a minimum of 3
directors; provided that if a State bank has fewer than 5
directors, at least one director shall not be an officer
or employee of the bank. The Commissioner shall annually
review the appropriateness of the grant of authority to
have a reduced minimum number of directors pursuant to
this paragraph (b).
(3) Except as otherwise provided in this paragraph (3),
directors shall hold office until the next annual meeting of
the stockholders succeeding their election or until their
successors are elected and qualify. If the board of directors
consists of 6 or more members, in lieu of electing the
membership of the whole board of directors annually, the
charter or by-laws of a State bank may provide that the
directors shall be divided into either 2 or 3 classes, each
class to be as nearly equal in number as is possible. The
term of office of directors of the first class shall expire
at the first annual meeting of the stockholders after their
election, that of the second class shall expire at the second
annual meeting after their election, and that of the third
class, if any, shall expire at the third annual meeting after
their election. At each annual meeting after classification,
the number of directors equal to the number of the class
whose terms expire at the time of the meeting shall be
elected to hold office until the second succeeding annual
meeting, if there be 2 classes, or until the third succeeding
annual meeting, if there be 3 classes. Vacancies may be
filled by stockholders at a special meeting called for the
purpose.
If authorized by the bank's by-laws or an amendment
thereto, the directors of a State bank may properly fill a
vacancy or vacancies arising between shareholders' meetings,
but at no time may the number of directors selected to fill a
vacancy in this manner during any interim period between
shareholders' meetings exceed 33 1/3% of the total membership
of the board of directors.
(4) The board of directors shall hold regular meetings
at least once each month, provided that, upon prior written
approval by the Commissioner, the board of directors may hold
regular meetings less frequently than once each month but at
least once each calendar quarter. A special meeting of the
board of directors may be held as provided by the by-laws. A
special meeting of the board of directors may also be held
upon call by the Commissioner or a bank examiner appointed
under the provisions of this Act upon not less than 12 hours
notice of the meeting by personal service of the notice or by
mailing the notice to each of the directors at his residence
as shown by the books of the bank. A majority of the board
of directors shall constitute a quorum for the transaction of
business unless a greater number is required by the charter
or the by-laws. The act of the majority of the directors
present at a meeting at which a quorum is present shall be
the act of the board of directors unless the act of a greater
number is required by the charter or by the by-laws.
(5) A member of the board of directors shall be elected
president. The board of directors may appoint other officers,
as the by-laws may provide, and fix their salaries to carry
on the business of the bank. The board of directors may make
and amend by-laws (not inconsistent with this Act) for the
government of the bank and may, by the affirmative vote of a
majority of the board of directors, establish reasonable
compensation of all directors for services to the corporation
as directors, officers, or otherwise. An officer, whether
elected or appointed by the board of directors or appointed
pursuant to the by-laws, may be removed by the board of
directors at any time.
(6) The board of directors shall cause suitable books
and records of all the bank's transactions to be kept.
(7) In discharging the duties of their respective
positions, the board of directors, committees of the board,
and individual directors may, in considering the best long
term and short term interests of the bank, consider the
effects of any action (including, without limitation, action
that may involve or relate to a merger or potential merger or
to a change or potential change in control of the bank) upon
employees, depositors, suppliers, and customers of the
corporation or its subsidiaries, communities in which the
main banking premises, branches, offices, or other
establishments of the bank or its subsidiaries are located,
and all pertinent factors.
(Source: P.A. 89-364, eff. 8-18-95; 90-301, eff. 8-1-97.)
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