(205 ILCS 105/3‑2) (from Ch. 17, par. 3303‑2)
Sec. 3‑2.
Members' meetings.
(a) Each annual meeting of the members shall be held at the time
specified in the by‑laws; but the failure to hold an
annual meeting at the time so specified shall not work a forfeiture or
dissolution of the association. The board of directors, or the holders of
not less than 20% of the outstanding permanent reserve shares or of the
withdrawal value of all withdrawable capital of the association, or such
other person or persons as may be designated by the by‑laws, may call a
special meeting of the members. Every annual or special meeting shall be
held at the business office of the association, or, if the space therein
available for such meeting is inadequate, in such other place within the
same county as shall be specifically designated in the notice of such
meeting.
(b) Notice of an annual meeting shall be published once not less than
10 days nor more than 40 days before the date of the meeting and shall be
posted in areas of public access at the place of business of the
association in a manner to be prescribed by the Commissioner. Such notice
shall be prominently and continuously displayed up to and including the day
of the meeting beginning not less than 60 days immediately preceding the
date of such meeting.
(c) However, for any special meeting, for any annual meeting which is
to
consider any proposition the affirmative action on which requires
two‑thirds vote as set forth in this Act, or for any proposition to amend the
articles of incorporation of the association, the notice shall be by mail,
post
marked not less than 10 days or more than 40 days before the date of the
meeting, and by posting at the association's place of business in a like
manner as for an annual meeting, with such posting to commence on the date
notice is given. Published or mailed notice shall state the place, day,
hour and purpose of the meeting.
(d) A quorum at any meeting of the members shall consist of the members
present in person or represented by proxy, who are entitled to cast a
majority of the total number of votes which all members of the association
are entitled to cast at such meeting; except that the articles of
incorporation may specify some other quorum requirement, but not less than
one‑third of such total number of votes. Any meeting, including one at
which a quorum is not present, may be adjourned by majority vote to a
specified date without further notice.
(e) Voting at a meeting may be either in person or by proxy executed in
writing by the member or shareholder or by his duly authorized
attorney‑in‑fact. No proxy shall be valid:
(1) Unless executed in an instrument separate from |
|
other forms, documents or papers which pertain to any matter of the association or a member's interest therein. The form of such instrument shall be prescribed by the Commissioner, who shall give due regard to size, color, appearance and distinctiveness;
|
|
(2) For any meeting at which the member who gave it
|
|
is present, provided that notice that the member will himself exercise his voting rights is given in writing prior to the taking of any vote to an official whom the association shall at each meeting identify as having responsibility for such matter and provided further that the validity and duration of such proxy will be otherwise unimpaired;
|
|
(3) Unless the member giving the proxy is told by
|
|
the person to whom it is given, or his agent or representative, that the proxy is optional and the voting rights it represents can be exercised by the member himself; that if it is given it can be cancelled at any time by giving notice in writing at the association's office at least 5 days prior to any meeting, and that meeting alone, at which the member is present and has given written notification of his intent to exercise his voting rights; the provisions of this paragraph shall only be applicable to associations not maintaining insurance of the association's withdrawable capital;
|
|
(4) Unless the member giving the proxy is told by
|
|
the person to whom it is given, or his agent or representative, the name of the individual who will exercise the proxy; that the effect of the proxy will be to entitle the person to whom it is given to use the vote or votes the proxy represents as if it or they were that person's own vote or votes; and that, if the proxy is given to someone representing the management of the association, the effect of the proxy will be to support the policies and procedures of the association's management; the provisions of this paragraph shall only be applicable to associations not maintaining insurance of the association's withdrawable capital; or
|
|
(5) After 11 months from the date of its execution,
|
|
unless otherwise provided in the proxy and unless the member giving the proxy is notified in writing when it will terminate.
|
|
(f) In the determination of all questions requiring ascertainment of the
members entitled to vote and of the number of outstanding shares, the
following rules shall apply:
(1) The date of determination shall be as provided
|
|
in the Section of this Act concerning Record Date for Voting, Dividend and Other Purposes;
|
|
(2) Each person holding one or more withdrawable
|
|
share accounts shall have the vote of one share for each $100 of the aggregate withdrawal value of such accounts and shall have the vote of one share for any fraction of $100;
|
|
(3) Each holder of permanent reserve shares shall
|
|
have one vote for each permanent reserve share which he holds;
|
|
(4) Each borrowing member as such shall have the
|
|
vote of one share in addition to any vote which he may have otherwise;
|
|
(5) Shares owned by the association shall not be
|
|
|
(6) Notwithstanding anything contained in this Act
|
|
to the contrary, an association authorized to issue permanent reserve shares may provide in the association's articles of incorporation that voting rights shall be vested exclusively in permanent reserve shareholders.
|
|
(Source: P.A. 89‑355, eff. 8‑17‑95.)
|
(205 ILCS 105/3‑4) (from Ch. 17, par. 3303‑4)
Sec. 3‑4.
Directors.
The business and affairs of the association
shall be exercised by its board of directors, which shall be elected
and shall exercise its powers as follows:
(a) The board of directors shall consist of the number of directors
fixed by the by‑laws but shall be not less than 5. At all times at
least 2/3 of the directors shall be residents of this State. The majority
of the directors shall not be salaried employees of the
Association. Except with the written approval of the Commissioner, no
member shall be eligible to serve as a director of the association who
has been adjudicated a bankrupt or convicted of a criminal offense
involving dishonesty or a breach of trust;
(b) To qualify as a director, a
member of the association must in good faith and in his
own right, or jointly with his spouse, hold either a withdrawable
capital account or permanent reserve shares, or a combination of both,
in an amount not less than $150 if the assets of the association do not
exceed $1,000,000, not less than $500 if the assets of the association
equal or exceed $1,000,000 but are less than $5,000,000, or not less
than $1,000 if the assets of the association equal or exceed $5,000,000;
(c) Unless receiving prior written approval of the Commissioner, which
approval shall be granted only after a complete exposition of all
relevant facts and information, a director shall cease to be a director
if the net equity above share loans of all accounts or shares in the
association held by him aggregates less than the necessary qualifying
interest for a period in excess of 30 days. No action of the board of
directors is invalidated through the participation of such director in
such action. If a director becomes ineligible under the terms of this
paragraph (c) by reason of the exercise by the association of the right
of retirement under either Section 4‑5 or 4‑12, he remains validly in
office until the expiration of his term or until he otherwise becomes
ineligible, resigns or is removed, whichever occurs first;
(d) Except as hereinafter provided in this paragraph, directors
shall be elected for one year and shall serve until their successors are
elected and qualified. If the board of directors of an association
consists of 6 or more members, in lieu of electing the membership of the
whole board of directors annually, the by‑laws of an association 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 members 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 such classification, the number of
directors equal to the number of the class whose terms expire at the time
of such 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. In all elections of
directors, cumulative voting shall be permitted as provided in the
Constitution of this State. More than 3 consecutive absences from
regular or special meetings of the board of directors by any director, unless
excused by resolution of the board of directors, shall automatically
constitute a resignation. The Commissioner, in the event the board of
directors fails to fill a vacancy, may call a special meeting of the
members to elect directors to fill vacancies on the board of any
association not having the minimum number of directors required under
paragraph (a) of Section 3‑4 of this Act;
(e) If a vacancy on the board of directors occurs from any cause,
the remaining directors may continue the management of the association.
Temporary vacancies between meetings of the members may be filled at a
regular or special meeting of the board of directors prior to which
notice has been given to the effect that a vacancy or vacancies will be
filled at such meeting. The term of any such temporary director expires
at the next regular or special meeting of the members;
(f) The board of directors shall hold regular meetings as provided
in the by‑laws. Special meetings may be held as provided in the
by‑laws, and also upon call by the Commissioner after not less than 12
hours' notice by personal or mail service to each director;
(g) A majority of the board of directors constitutes a quorum for
the transaction of business unless a greater number is required in the
by‑laws. The act of the majority of the directors present at a meeting
at which a quorum is present is the act of the board of directors,
unless the act of a greater number is required by law, the articles of
incorporation or the by‑laws;
(h) The board of directors shall have all powers which are necessary
and proper to enable the association to accomplish its purposes;
(i) The board of directors may adopt or amend by‑laws, but no by‑law
is effective until it has been submitted to and approved by the
Commissioner as being in conformity with this Act. Each adopted
amendment shall be subject to the same inquiry by the Commissioner as
the corresponding provision in the original by‑laws of the association
except as provided in subsection (j);
(j) If a by‑law amendment provides for a change in the location of
an association's business office or the establishment of an additional
office, the Commissioner shall not approve the amendment unless he finds
that (1)
the capital of the association meets the minimum initial capital
requirements for a new office as established by regulation of the
Commissioner; (2) notice of the association's proposal has been
published at least once both in the community of the proposed new
location and in the community of the present location; (3) there are no
matters pertaining to the association which are of supervisory concern
to the Commissioner; and (4) the communities of the existing offices of
the association will be properly and adequately served by the
association without undue injury to the adequate availability of local
credit and thrift services in those communities. The Commissioner may
conduct public hearings to determine his findings prior to his approval
or disapproval of the amendment; and he may require, as a condition of
his approval, ratification of the amendment by the vote (at a meeting of
the members) or the written consent of the members of the association
who are entitled to cast a majority of the total number of votes which
all members of the association are entitled to cast; and
(k) Every director has the right at any reasonable time to inspect
all books, records, documents of every kind and the physical properties
of the association of which he is a director.
(Source: P.A. 86‑137.)
|
(205 ILCS 105/3‑8) (from Ch. 17, par. 3303‑8)
Sec. 3‑8. Access to books and records; communication with members.
(a) Every member or holder of capital shall have the right to inspect
the books and records of the association that pertain to his account.
Otherwise, the right of inspection and examination of the books and
records shall be limited as provided in this Act, and no other person
shall have access to the books and records or shall be entitled to a
list of the members.
(b) For the purpose of this Section, the term "financial records"
means any original, any copy, or any summary of (i) a document granting
signature authority over a deposit or account; (ii) a statement, ledger
card, or other record on any deposit or account that
shows each transaction in or with respect to that account; (iii) a check,
draft, or money order drawn on an association or issued and payable by
an association; or (iv) any other item containing information pertaining to
any relationship established in the ordinary course of an association's
business between an association and its customer, including financial
statements or other financial information provided by the member or holder of
capital.
(c) This Section does not prohibit:
(1) The preparation, examination, handling, or
|
maintenance of any financial records by any officer, employee, or agent of an association having custody of those records or the examination of those records by a certified public accountant engaged by the association to perform an independent audit.
|
|
(2) The examination of any financial records by, or
|
|
the furnishing of financial records by an association to, any officer, employee, or agent of the Commissioner of Banks and Real Estate or federal depository institution regulator for use solely in the exercise of his duties as an officer, employee, or agent.
|
|
(3) The publication of data furnished from financial
|
|
records relating to members or holders of capital where the data cannot be identified to any particular member, holder of capital, or account.
|
|
(4) The making of reports or returns required under
|
|
Chapter 61 of the Internal Revenue Code of 1986.
|
|
(5) Furnishing information concerning the dishonor
|
|
of any negotiable instrument permitted to be disclosed under the Uniform Commercial Code.
|
|
(6) The exchange in the regular course of business
|
|
of (i) credit information between an association and other associations or financial institutions or commercial enterprises, directly or through a consumer reporting agency or (ii) financial records or information derived from financial records between an association and other associations or financial institutions or commercial enterprises for the purpose of conducting due diligence pursuant to a purchase or sale involving the association or assets or liabilities of the association.
|
|
(7) The furnishing of information to the appropriate
|
|
law enforcement authorities where the association reasonably believes it has been the victim of a crime.
|
|
(8) The furnishing of information pursuant to the
|
|
Uniform Disposition of Unclaimed Property Act.
|
|
(9) The furnishing of information pursuant to the
|
|
Illinois Income Tax Act and the Illinois Estate and Generation‑Skipping Transfer Tax Act.
|
|
(10) The furnishing of information pursuant to the
|
|
federal "Currency and Foreign Transactions Reporting Act", (Title 31, United States Code, Section 1051 et seq.).
|
|
(11) The furnishing of information pursuant to any
|
|
other statute that by its terms or by regulations promulgated thereunder requires the disclosure of financial records other than by subpoena, summons, warrant, or court order.
|
|
(12) The exchange of information between an
|
|
association and an affiliate of the association; as used in this item, "affiliate" includes any company, partnership, or organization that controls, is controlled by, or is under common control with an association.
|
|
(13) The furnishing of information in accordance
|
|
with the federal Personal Responsibility and Work Opportunity Reconciliation Act of 1996. Any association governed by this Act shall enter into an agreement for data exchanges with a State agency provided the State agency pays to the association a reasonable fee not to exceed its actual cost incurred. An association providing information in accordance with this item shall not be liable to any account holder or other person for any disclosure of information to a State agency, for encumbering or surrendering any assets held by the association in response to a lien or order to withhold and deliver issued by a State agency, or for any other action taken pursuant to this item, including individual or mechanical errors, provided the action does not constitute gross negligence or willful misconduct. An association shall have no obligation to hold, encumber, or surrender assets until it has been served with a subpoena, summons, warrant, court or administrative order, lien, or levy.
|
|
(14) The furnishing of information to law
|
|
enforcement authorities, the Illinois Department on Aging and its regional administrative and provider agencies, the Department of Human Services Office of Inspector General, or public guardians: (i) upon subpoena by the investigatory entity or the guardian, or (ii) if there is suspicion by the association that a customer who is an elderly or disabled person has been or may become the victim of financial exploitation. For the purposes of this item (14), the term: (i) "elderly person" means a person who is 60 or more years of age, (ii) "disabled person" means a person who has or reasonably appears to the association to have a physical or mental disability that impairs his or her ability to seek or obtain protection from or prevent financial exploitation, and (iii) "financial exploitation" means tortious or illegal use of the assets or resources of an elderly or disabled person, and includes, without limitation, misappropriation of the elderly or disabled person's assets or resources by undue influence, breach of fiduciary relationship, intimidation, fraud, deception, extortion, or the use of assets or resources in any manner contrary to law. An association or person furnishing information pursuant to this item (14) shall be entitled to the same rights and protections as a person furnishing information under the Elder Abuse and Neglect Act, the Illinois Domestic Violence Act of 1986, and the Abuse of Adults with Disabilities Intervention Act.
|
|
(15) The disclosure of financial records or
|
|
information as necessary to effect, administer, or enforce a transaction requested or authorized by the member or holder of capital, or in connection with:
|
|
(A) servicing or processing a financial product
|
|
or service requested or authorized by the member or holder of capital;
|
|
(B) maintaining or servicing an account of a
|
|
member or holder of capital with the association; or
|
|
(C) a proposed or actual securitization or
|
|
secondary market sale (including sales of servicing rights) related to a transaction of a member or holder of capital.
|
|
Nothing in this item (15), however, authorizes the
|
|
sale of the financial records or information of a member or holder of capital without the consent of the member or holder of capital.
|
|
(16) The disclosure of financial records or
|
|
information as necessary to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability.
|
|
(17)(a) The disclosure of financial records or
|
|
information related to a private label credit program between a financial institution and a private label party in connection with that private label credit program. Such information is limited to outstanding balance, available credit, payment and performance and account history, product references, purchase information, and information related to the identity of the customer.
|
|
(b)(l) For purposes of this paragraph (17) of
|
|
subsection (c) of Section 3‑8, a "private label credit program" means a credit program involving a financial institution and a private label party that is used by a customer of the financial institution and the private label party primarily for payment for goods or services sold, manufactured, or distributed by a private label party.
|
|
(2) For purposes of this paragraph (17) of
|
|
subsection (c) of Section 3‑8, a "private label party" means, with respect to a private label credit program, any of the following: a retailer, a merchant, a manufacturer, a trade group, or any such person's affiliate, subsidiary, member, agent, or service provider.
|
|
(d) An association may not disclose to any person, except to the
member or holder of capital or his duly authorized agent, any financial
records relating to that member or holder of capital of that association
unless:
(1) The member or holder of capital has authorized
|
|
disclosure to the person; or
|
|
(2) The financial records are disclosed in response
|
|
to a lawful subpoena, summons, warrant, or court order that meets the requirements of subsection (e) of this Section.
|
|
(e) An association shall disclose financial records under subsection
(d) of this Section pursuant to a lawful subpoena, summons,
warrant, or court order only after the association mails a copy of the
subpoena, summons, warrant, or court order to the person establishing
the relationship with the association, if living, and, otherwise, his
personal representative, if known, at his last known address by first class
mail, postage prepaid, unless the association is specifically prohibited
from notifying that person by order of court.
(f)(1) Any officer or employee of an association who knowingly and
willfully furnishes financial records in violation of this Section is
guilty of a business offense and, upon conviction, shall be fined not
more than $1,000.
(2) Any person who knowingly and willfully induces or attempts to
induce any officer or employee of an association to disclose financial
records in violation of this Section is guilty of a business offense
and, upon conviction, shall be fined not more than $1,000.
(g) However, if any member desires to communicate with the other
members of the association with reference to any question pending or to
be presented at a meeting of the members, the association shall give him
upon request a statement of the approximate number of members entitled
to vote at the meeting and an estimate of the cost of
preparing and mailing the communication. The requesting
member then shall submit the communication to the Commissioner who, if he
finds it to be appropriate and truthful, shall direct that it be prepared
and mailed to the members upon the requesting member's payment or
adequate provision for payment of the expenses of preparation and mailing.
(h) An association shall be reimbursed for costs that are necessary and
that have been directly incurred in searching for, reproducing, or
transporting books, papers, records, or other data of a customer required
to be reproduced pursuant to a lawful subpoena, warrant, or court order.
(Source: P.A. 93‑271, eff. 7‑22‑03; 94‑495, eff. 8‑8‑05; 94‑851, eff. 6‑13‑06.)
|
(205 ILCS 105/3‑9) (from Ch. 17, par. 3303‑9)
Sec. 3‑9.
Conduct of
directors and officers.
(a) Directors and officers occupy a fiduciary relationship to the
association of which they are directors or officers, and a director or
officer shall not engage or participate, directly or indirectly, in any
business or transaction conducted on behalf of or involving the association
which would result in a conflict of his own personal interests with those
of the association which he serves, unless: (i) the business or
transactions are
conducted in good faith and are honest, fair and reasonable to the
association; (ii) a full disclosure of the business or transaction and the
nature of the director's or officer's interest is made to the board of
directors; and (iii) the business or transaction is approved in good faith
by the
board of directors with any interested director abstaining. The
approval of the business or transaction
shall be recorded in the minutes. Any profits inuring to the officer or
director shall not be at the expense of the association. The business or
transaction shall not represent a breach of the officer's or director's
fiduciary duty and shall not be fraudulent or illegal. Notwithstanding any
other provisions of this Section, the Commissioner may require the
disclosure by directors, officers and employees of their personal interest,
directly or indirectly, in any business or transaction on behalf of or
involving the association and of their control of or active participation
in enterprises having activities related to the business of the
association. The following restrictions governing the conduct of directors
and officers expressly are specified, but such specification does not
excuse such persons from the observance of any other aspect of the general
fiduciary duty owed by them to the association which they serve:
(1) An officer or director of a mutual association |
|
shall not hold office or status as a director or officer of another mutual association to which this Act applies;
|
|
(2) A director shall only receive as remuneration
|
|
reasonable fees for services as a director or for service as a member of a committee of directors. A director who is also an officer or employee of the association may receive compensation for service as an officer or employee;
|
|
(3) A director or officer shall not have any
|
|
interest, direct or indirect, in the purchase at less than its face value of any evidence of a savings account, deposit or other indebtedness issued by the association;
|
|
(4) An association or director or officer thereof
|
|
shall not directly or indirectly require, as a condition to the granting of any loan or the extension of any other service by the association, or its affiliates, that the borrower or any other person undertake a contract of insurance or any other agreement or understanding with respect to the furnishing of any other goods or services, directly or indirectly, with any specific company, agency or individual;
|
|
(5) An officer or director acting as proxy for a
|
|
member of a mutual association shall not exercise, transfer or delegate such right in any consideration of a private benefit or advantage, direct or indirect, accruing to himself nor surrender control or pass his office to any other for any consideration of a private benefit or advantage, direct or indirect. The voting rights of members shall not be the subject of sale or similar transaction, either directly or indirectly. Any officer or director who violates the provisions of this subsection shall be held accountable to the association for any increment; and
|
|
(6) A director or officer shall not solicit, accept
|
|
or agree to accept, directly or indirectly, from any person other than the association any gratuity, compensation or other personal benefit for any action taken by the association or for endeavoring to procure any such action.
|
|
(b) The bylaws of an association may contain a provision providing that a
director is not personally liable to the association or its shareholders for
monetary
damages for a breach of the director's fiduciary duty; provided, however, that
such provision may not eliminate or limit the liability of a director for any
of the following:
(1) An act or omission that is grossly negligent.
(2) A breach of the director's duty of loyalty to
|
|
the association or its shareholders.
|
|
(3) Acts or omissions not in good faith or that
|
|
involve intentional misconduct or a knowing violation of law.
|
|
(4) A transaction from which the director derived an
|
|
improper personal benefit.
|
|
(5) An act or omission occurring before the
|
|
effective date of the provision in the bylaws authorized by this subsection.
|
|
(Source: P.A. 89‑320, eff. 1‑1‑96.)
|
