2005 Illinois Code - 205 ILCS 105/ Illinois Savings and Loan Act of 1985. Article 2 - Incorporation And Organization
(205 ILCS 105/Art. 2 heading)
ARTICLE 2.
INCORPORATION AND ORGANIZATION
(205 ILCS 105/2‑1) (from Ch. 17, par. 3302‑1)
Sec. 2‑1.
Applicants and initial capital.
Any 5 or more adult individuals,
residents of this State, may apply for a permit to organize an association
under this Act. The minimum initial capital which an association must have
shall be determined by the Commissioner but in no case shall be less than
that which would be required in order to obtain insurance of accounts backed
by the full faith and credit of the United States government.
(Source: P.A. 93‑271, eff. 7‑22‑03.)
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(205 ILCS 105/2‑2) (from Ch. 17, par. 3302‑2)
Sec. 2‑2.
Application for permit to organize.
The application for a permit to organize an association shall be
filed in duplicate with the Commissioner in such form as he shall
provide and shall be personally signed by each applicant and acknowledged by each
applicant in the manner provided for the acknowledgment of deeds. Such
application shall include the following details for the 5 years preceding
the application: the present business and financial statement of each
applicant and the nature and extent of present or prior affiliations with
any other financial institution. The applicants shall submit, with their
application statements, exhibits, maps and other data, which data shall be
sufficiently detailed and comprehensive to enable the Commissioner to pass
upon the application.
(Source: P.A. 84‑543.)
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(205 ILCS 105/2‑3) (from Ch. 17, par. 3302‑3)
Sec. 2‑3.
Findings.
The applicants shall publish a notice of intention
to organize in such form as the Commissioner prescribes. The Commissioner
shall hear evidence, may cause an investigation to be made and consider
such other information as may be submitted to him to determine his findings
prior to the issuance of a permit to organize.
(Source: P.A. 84‑543.)
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(205 ILCS 105/2‑4) (from Ch. 17, par. 3302‑4)
Sec. 2‑4.
Commissioner's approval and issuance of permit to organize.
The Commissioner shall not approve the application and issue a permit to
organize unless he shall find:
(a) That the proposed capital meets the requirements of this Act;
(b) That the general character of the proposed management is such as to
assure reasonable probability of the success of the association;
(c) That insurance of withdrawable capital
shall be effective prior to the issuance of a Certificate of Complete
Organization;
(d) Any other conditions which the Commissioner in his discretion shall
find are necessary to assure that the association shall be operated in a
safe and sound manner, including due regard for the need for the
association in its community or the area it proposes to serve and the
impact on properly conducted existing associations in the same area; and
(e) That the name of the proposed association is not the same as, or
deceptively similar to, the name of any other association in the community
or area of operation; and no such name shall contain the words "guaranty",
"Guarantee", "insured", or any other word the meaning of which might imply
that the association is insured by the insurance corporation unless in fact
such insurance or a commitment to insure has been obtained, and such
prohibition shall likewise extend to an association amending its articles
of incorporation to change its name.
(Source: P.A. 84‑543.)
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(205 ILCS 105/2‑5) (from Ch. 17, par. 3302‑5)
Sec. 2‑5.
Subscriptions to capital and temporary organization.
Upon receipt of the permit to organize an association, the applicants
shall constitute the organization committee and shall perfect a temporary
organization by electing a chairman, vice‑chairman and a secretary, who
shall act as the temporary officers of such association until their
successors are duly elected and qualified. Such temporary officers
thereupon shall proceed to:
(a) Secure subscriptions for the required amount of capital in form and
manner approved by the Commissioner; and
(b) Call a meeting of subscribers, who shall adopt articles of
incorporation and elect at least 5 directors to serve until the first annual meeting
of the association and until their successors are elected and qualified.
(Source: P.A. 84‑543.)
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(205 ILCS 105/2‑6) (from Ch. 17, par. 3302‑6)
Sec. 2‑6.
Completion
of Organization. The directors so elected shall proceed to:
(a) Organize as a board and qualify as directors;
(b) Adopt by‑laws;
(c) Elect officers pursuant to the by‑laws;
(d) Collect subscriptions to the required capital, but only after the
persons designated to collect such subscriptions have been bonded as
provided in this Article;
(e) Obtain and maintain insurance of the association's withdrawable
capital by an insurance corporation as defined in this Act;
(f) Take such other action as may be necessary to complete the
organization;
(g) Report the completion of the organization to the Commissioner.
Unless such report is made to the Commissioner within 12 months after the
date of the permit to organize, or if applicable, 90 days after the date of
final determination of the original application for insurance of accounts
including the time specified for compliance with conditions of the
insurance corporation as evidenced in writing by the insurance corporation,
the permit shall be deemed revoked and any subscriptions collected shall be
refunded unless the 12 month period heretofore referred to is extended for
an additional period not to exceed 24 months by the Commissioner; and
(h) Submit to the Commissioner, along with the report of completion of
organization, a list of the names and addresses of all officers and
directors of the association. Such statement shall set forth details for
the 5 preceding years the present business of every officer and director,
his financial statement and the nature and extent of his prior
affiliations with, including the officers, directors and 10% or more
stockholders of, any other financial institution.
(Source: P.A. 84‑543.)
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(205 ILCS 105/2‑7) (from Ch. 17, par. 3302‑7)
Sec. 2‑7.
Certificate of complete organization.
When the board of directors
has organized as provided in this Act and the report of organization has
been filed with the Commissioner, he shall make a thorough examination into
the affairs of the association, and if he approves the articles of incorporation
and is satisfied that all the requirements of this Act have been complied
with, and that no intervening circumstances has occurred to change the Commissioner's
findings made pursuant to this Act, upon payment to the Commissioner of
the reasonable expenses of such examination as determined by the Commissioner,
he shall issue a certificate of complete organization authorizing the association
to commence business. The certificate shall be recorded within 10 days
of its receipt by the association or by such later date to which the Commissioner,
for good cause shown, has extended the time for recording. Such certificate
together with the articles of incorporation shall be recorded by filing
the same for record in the office of the recorder in the county
in which the association is located. Upon such recording, the association
shall be fully organized and may commence to do business. Such certificate
of complete organization and articles of incorporation, or duly certified
copies of the recording thereof, shall be conclusive evidence except against
the State that the association has complied properly with all requirements
for organization, has been duly incorporated and is authorized to do business
under this Act.
(Source: P.A. 84‑543.)
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(205 ILCS 105/2‑8) (from Ch. 17, par. 3302‑8)
Sec. 2‑8.
Contents
of articles of incorporation.
(a) The articles of incorporation shall set forth:
(1) The name of the association;
(2) The initial location of the business office;
(3) The duration of existence, which is perpetual |
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unless otherwise specified;
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(4) The initial number of directors, not less than 5;
(5) The authorization, if any, to issue withdrawable
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shares, the aggregate amount of which may be unlimited;
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(6) The authorization, if any, to issue permanent
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reserve shares, the aggregate number thereof and the par value per share, which shall not be less than one dollar;
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(7) The quorum required for action of members if a
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quorum other than that specified in this Act is desired; and
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(8) Any other provision, not inconsistent with law,
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which the subscribers or members may desire, for the internal regulation of the affairs of the association.
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(b) An association may include in its original articles of incorporation
or amended articles, a requirement that proposed amendments to the articles of
incorporation shall be adopted upon receiving, in the affirmative, two‑thirds
of the total number of the votes entitled to be cast.
(c) The articles of incorporation need not set forth any of the
powers which this Act
confers.
(Source: P.A. 89‑355, eff. 8‑17‑95.)
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(205 ILCS 105/2‑9) (from Ch. 17, par. 3302‑9)
Sec. 2‑9.
Contents
of by‑laws.
(a) The by‑laws of the association shall provide for the following
matters consistent with any applicable provisions of this Act:
(1) The number of directors and the minimum frequency of directors'
meetings, which shall be at least monthly;
(2) The titles and duties of the officers;
(3) The officers authorized, or who may be authorized, by the directors
to execute instruments;
(4) A description of the corporate seal;
(5) The fiscal year of the association;
(6) The location of the business office; and
(7) The date of the annual meeting of the members which shall be not
more than 90 days after the close of the association's fiscal year.
(b) Such by‑laws may provide also for any or all of the following
matters, among others, consistent with any applicable provisions of this
Act:
(1) The method of calling special meetings of the members, requirements
for giving notice of meetings of members in addition to the notice
prescribed by this Act, and methods of nominating directors and other
voting and election procedures;
(2) The method of determining the record date for voting, dividend and
other purposes;
(3) The procedure for the transfer of ownership of capital and for the
enforcement of charges and liens;
(4) The plan or plans under which withdrawable capital is to be issued;
the classes into which it may be divided; and the characteristics of each
class as to time of issuance, times and amounts of payments to be made,
classification for dividends, purposes and such other terms as are
permitted by this Act;
(5) The method by which the directors may enforce retirement of
unpledged withdrawable capital;
(6) The frequency with which profits of the association shall be
apportioned and the methods of apportionment; and
(7) Provision for establishment of executive, loan, investment and
appraisal committees, and such other special or standing committees as may
be desirable, and for an overall business plan for the association.
(c) The Commissioner may publish one or more standard forms of by‑laws
conforming to the provisions of this Act which may be adopted by
associations.
(Source: P.A. 84‑543.)
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