2005 Illinois Code - 205 ILCS 105/ Illinois Savings and Loan Act of 1985. Article 6 - Voluntary Corporate Changes
(205 ILCS 105/Art. 6 heading)
ARTICLE 6.
VOLUNTARY CORPORATE CHANGES
(205 ILCS 105/6‑1) (from Ch. 17, par. 3306‑1)
Sec. 6‑1.
Amendment
of articles of incorporation.
An association may amend its articles of incorporation from time to
time, in accordance with the procedure prescribed in this Article; but the
Articles, as amended, shall conform to all legal requirements which pertain
to original articles adopted at the time of such amendment. Any number of
amendments may be submitted to the members, and voted upon by them, at one
meeting.
(Source: P.A. 84‑543.)
|
(205 ILCS 105/6‑2) (from Ch. 17, par. 3306‑2)
Sec. 6‑2.
Procedure
to amend articles of incorporation.
The procedure to effect an amendment of articles of incorporation shall
be as follows:
(a) The board of directors shall adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote at a
meeting of the members, which may be an annual or a special meeting;
(b) The proposed amendment, or a summary of the changes to be effective
thereby, shall be set forth in the notice of meeting mailed as prescribed
in the Section of this Act concerning Members' Meetings;
(c) The proposed amendment will be adopted upon receiving, in the
affirmative, 50% or more of the total number of votes which all
members of the association are entitled to cast unless the articles of
incorporation set forth, pursuant to Section 2‑8 of this Act, a requirement
that amendments to the articles of incorporation shall be adopted upon
receiving, in the affirmative, two‑thirds or more of the total number of votes
that all members of the association are entitled to cast; provided that an amendment
effecting a retirement of all permanent reserve capital must receive the
vote specified in the Section of this Act concerning Retirement or
Reduction of Permanent Reserve Capital. A report of proceedings, verified
by the president or a vice‑president and attested by the secretary and
setting forth the notice given and time of mailing thereof, the amendment
adopted, the vote thereon and the total number of votes which all members
of the association were entitled to cast thereon, shall be filed promptly
with the Commissioner;
(d) Each adopted amendment shall be subject to the same inquiry by the
Commissioner as the corresponding provision in original articles of
incorporation, including (but not limited to) the availability of a
proposed new name of the association. If the Commissioner approves an
amendment, he shall issue to the association a certificate setting forth
the amendment and his approval thereof. The amendment shall become
effective when such certificate is recorded in the same manner as the
association's articles of incorporation; and
(e) No amendment of articles of incorporation shall affect any existing
cause of action either in favor of or against the association or any
pending action in which the association shall be a party or the existing
rights of persons other than members of the association; and if the
amendment has changed the name of the association, no action brought by or
against the association under its former name shall be abated for that
reason.
(Source: P.A. 89‑355, eff. 8‑17‑95.)
|
(205 ILCS 105/6‑2.1) (from Ch. 17, par. 3306‑2.1)
Sec. 6‑2.1.
Procedure to amend articles of incorporation for name change.
(a) Notwithstanding any provision of this Act to the contrary, the
Commissioner may waive the requirements of Section 6‑2 if the proposed
amendment is solely for purposes of changing the name of the association,
and upon satisfactory completion of the following requirements:
(1) Submission by the board of directors of a certified resolution
approving the name change by unanimous vote of all members of the board.
(2) Submission by the board of an attorney's opinion that the proposed
name is not the same as the name of any other financial institution in Illinois.
(3) Submission of a detailed statement to the Commissioner by the board
of directors stating the grounds for their belief that a vote of members
would be detrimental to the association's safety and soundness.
(4) Submission of a plan for notifying all parties who would be
affected by the change, including a list of creditors, and parties to whom
or with whom, commitments of any type may be pending.
(5) Satisfactory evidence that the name change is not for fraudulent,
illegal or misleading purposes.
Upon receipt of the above items the Commissioner shall issue an approved
amendment to the articles of incorporation as provided for in subsection
(d) of Section 6‑2 of this Act.
(b) No amendment of the articles of incorporation to change the name of
an association shall affect any existing cause of action either in favor of
or against the association, or any pending action in which the association
shall be a party, nor shall it affect the existing rights of persons other
than members of the association. No action brought by or against the
association under its former name shall be abated by reason of the change.
(Source: P.A. 86‑137.)
|
(205 ILCS 105/6‑3) (from Ch. 17, par. 3306‑3)
Sec. 6‑3.
Existing associations; adoption of articles and bylaws.
(a) Any existing association the bylaws of which contain provisions
enumerated in the Section of this Act concerning Contents of Articles of
Incorporation at an annual or special meeting may amend its present
charter, articles of incorporation, certificate of complete organization
or other instruments concerning organization by adopting articles of
incorporation containing the provisions enumerated in that Section. The
adoption shall repeal the existing bylaws of the association without
further action, and the board of directors shall adopt new bylaws in
accordance with the provisions of this Act. The procedure to be followed in
adopting or amending articles of incorporation shall be that prescribed in
Section 6‑1.
(b) Any existing association at an annual or special meeting may amend
its present charter, articles of incorporation, certificate of complete
organization, or other instruments concerning organizations by adopting
articles of incorporation containing the provisions enumerated in Article
3 of the Savings Bank Act. The adoption shall repeal the existing bylaws
of the association without further action, and the Board of Directors shall
adopt new bylaws in accordance with the provisions of Article 3 of the
Savings Bank Act. Upon adoption the association shall be deemed to be a
savings bank and shall be subject to the provisions of Article 3 of the
Savings Bank Act. The procedure to be followed in adopting or amending
articles of incorporation shall be that prescribed in Section 6‑1. The
Commissioner, for good cause shown, may waive any notice requirements for
annual or special meetings that may be required for the purposes of
implementing this subsection.
(Source: P.A. 86‑1213.)
|
(205 ILCS 105/6‑4) (from Ch. 17, par. 3306‑4)
Sec. 6‑4.
Merger; Adoption of plan.
Any 2 or more associations operating
under this Act or under Federal charter and located in this State, or duly
authorized to do business in this State, may merge into one association
operating under this Act. Any association operating under this Act that does
not meet its net worth requirements, as defined by regulations of the
Commissioner, and any federal association may merge into one association
operating under this Act or under federal charter and located in this State.
Any association operating under this Act and an eligible insured bank may merge
into an association operating under this Act, provided that an association
operating under this Act must result from the merger. Any association operating
under this Act may merge into a State or national bank with a bank resulting
from the merger. The board of directors of the merging association, State or
national bank, or eligible insured bank, by resolution adopted by a majority
vote of all members of the board, must approve the plan of merger, which shall
set forth:
(a) The name of each of the merging associations, State or national
bank, or eligible insured bank and the name of the continuing association or
bank and the location of its business office;
(b) The amount of capital, reserves, and undivided profits of the
continuing association or bank and the kinds of shares and other types of
capital to be issued thereby;
(c) The articles of incorporation of the continuing association or
charter of the continuing bank;
(d) A detailed pro forma financial Statement of the assets and
liabilities of the continuing association or bank;
(e) The manner and basis of converting the capital of each merging
association, State or national bank or eligible insured bank into
capital of the continuing association or bank;
(f) The other terms and conditions of the merger and the method of
effectuating it; and
(g) Other provisions with respect to the merger that appear necessary
or desirable or that the Commissioner may reasonably require to enable him
to discharge his duties with respect to the merger.
(h) The Commissioner may promulgate rules to implement this Section.
(Source: P.A. 86‑952; 87‑1226.)
|
(205 ILCS 105/6‑5) (from Ch. 17, par. 3306‑5)
Sec. 6‑5.
Merger; approval by Commissioner.
(a) The plan of merger adopted as authorized by Section 6‑4, except
when the merger results in a State or national bank, shall be submitted to
the
Commissioner for approval, together with a certified copy of the
authorizing resolution of each board of directors, showing approval by a
majority of the entire board of each merging association or eligible
insured bank operating under this Act or merging federal association.
(b) The Commissioner may make or cause to be made an examination of the
affairs of each of the merging associations or eligible insured bank.
(c) The Commissioner may approve the plan of merger, or if the
Commissioner disapproves the plan of merger, he shall State his objections
in writing and give the merging associations or eligible insured bank
an opportunity to amend the plan of merger to obviate the objections. The
Commissioner may require that the plan of merger be submitted to the members of
the merging association for approval. Each meeting of the members of an
association operating under this Act shall be called and held in accordance
with Section 3‑2 of this Act. The plan is approved by the members of an
association if it receives the affirmative vote of two‑thirds or more of the
total votes that the members of the association are entitled to cast.
(Source: P.A. 86‑952; 87‑1226.)
|
(205 ILCS 105/6‑7) (from Ch. 17, par. 3306‑7)
Sec. 6‑7.
Merger ‑ Commissioner's certificate; effective date.
(a) If the plan of merger is approved, the Commissioner thereupon shall issue
to the continuing association a certificate of merger, setting forth the
name of each merging association or eligible insured bank and the name
of the continuing association,
and the articles of incorporation of the continuing association; and attaching
thereto, as a part thereof, a copy of the resolution of the directors of
each merging association or eligible insured bank and a copy of the
report of proceedings of the
members' meeting, if required under paragraph (c) of Section 6‑5 of this Act.
(b) The merger takes effect upon the recording of the
certificate of merger in the same manner as articles of incorporation, in
each county in which the business office of any of the merging associations
or eligible insured bank
was located, and in the county in which the business office of the
continuing association is located.
(c) When duly recorded, the certificate of merger is conclusive evidence,
except against the State, of the merger and of the
correctness and validity of all proceedings in connection with the merger.
(Source: P.A. 86‑952.)
|
(205 ILCS 105/6‑8) (from Ch. 17, par. 3306‑8)
Sec. 6‑8.
Merger; Commissioner's expenses.
The expenses of any examination
made by or at the direction of the Commissioner in connection with a proposed
merger shall be paid by the continuing associations or resulting bank.
(Source: P.A. 86‑952; 87‑1226.)
|
(205 ILCS 105/6‑9) (from Ch. 17, par. 3306‑9)
Sec. 6‑9.
Effect of merger.
(a) The continuing association or resulting bank shall be considered
the same business and corporate entity as each merging association, with all of
the property, rights, powers, duties and obligations of each merging
association, except as otherwise provided by the articles of incorporation of
the continuing association or resulting bank.
(b) All liabilities of each of the merging associations, resulting bank,
or eligible insured bank shall be liabilities of the continuing association or
resulting bank; and all of the rights, franchises, and interests of each of the
merging associations or eligible insured bank in and to every kind of property,
real, personal or mixed, shall vest automatically in the continuing association
or resulting bank, without any deed or other transfer.
(c) Any reference to a merging association, resulting bank, or eligible
insured bank in any writing, whether executed or effective before or after the
merger, shall be deemed a reference to the continuing association or resulting
bank, if not inconsistent with the other provisions of such writing.
(d) No pending action or other judicial proceeding to which any merging
association, resulting bank, or eligible insured bank is a party shall
be abated or dismissed by reason of the merger, but shall be prosecuted to
final judgment in the same manner as if the merger had not occurred.
(e) With respect to a merger with an eligible insured bank, an
association operating under this Act must result from the merger, and
provided further that the association must conform all assets acquired or
liabilities incurred as the result of the merger to the legal requirements
for assets acquired, held, or invested or liabilities assumed or incurred by
an association operating under this Act and that the continuing
association shall conform all of its activities to those activities in
which an association operating under this Act is authorized to engage.
(Source: P.A. 86‑952; 87‑1226.)
|
(205 ILCS 105/6‑10) (from Ch. 17, par. 3306‑10)
Sec. 6‑10.
Sale of assets.
(a) An association, in one transaction not in the usual and regular course
of its business, may sell all or substantially all of its assets, with or
without its name and goodwill, to another association or to a Federal
association, in consideration of money, capital or obligations of the
purchasing association. An association may sell any office or facility and
equipment in conformity with regulations of the Commissioner.
(b) Emergency sale of assets. With the approval in writing of the
Commissioner, which approval shall state that the proposed sale is, in his
opinion, necessary for the protection of the depositors and other
creditors, any association may by a vote of a majority of its board of
directors, and without a vote of its members or permanent reserve
shareholders, sell all or any part of its assets to another State or
Federally chartered association or to a bank as defined in Section 2 of
the Illinois Banking Act or to the Federal Deposit
Insurance Corporation, or to both a State or Federally chartered
association or bank and the Federal Deposit
Insurance Corporation,
provided that a State or Federally chartered association or bank assumes in
writing
all of the liabilities of the selling association and that any such sale
to a bank shall be by an eligible depository institution as defined in
Section 2 of the Illinois Banking Act.
(c) Notwithstanding any other provision of this Act, an association may
sell to any bank, as defined in Section 2 of the Illinois Banking Act, an
insubstantial portion of its total deposits. For the purpose of this
subsection, an insubstantial portion of its total deposits shall have the
same meaning as provided in Section 5(d)(2)(D) of the Federal Deposit
Insurance Act. Such sale of an insubstantial portion of an association's
deposits may be by vote of a majority of the board of directors, and with
approval of the Commissioner without a vote of its members or permanent
reserve shareholders.
(Source: P.A. 86‑952.)
|
(205 ILCS 105/6‑11) (from Ch. 17, par. 3306‑11)
Sec. 6‑11.
Procedure
to effect sale of all assets.
The procedure to effect a sale authorized by subsection (a) of
Section 6‑10 shall be as follows:
(a) The board of directors shall adopt a resolution setting forth the
terms of the proposed sale and shall submit the plan to the Commissioner
for his preliminary approval. Upon receipt of approval by the Commissioner,
the plan shall be submitted to a vote
at a meeting of the members, which may be an annual or special meeting;
(b) The terms shall be set forth in the notice of meeting mailed as
prescribed in Section 3‑2 of this Act;
(c) The proposed sale will be approved by the members upon receiving in
the affirmative 2/3 or more of the total number of votes
which all members of the association are entitled to cast. A proposal for
the voluntary liquidation of the association shall be submitted to the
members at the same meeting or at any adjournment thereof, or at any later
meeting called for such purpose, in accordance with Article 9 of this Act.
A report of proceedings, certified by
the president or a vice‑president and attested by the secretary, and
setting forth the terms of the proposed sale, the notice given and time of
mailing thereof, the vote on the proposal, and the total number of votes
which all members of the association were entitled to cast thereon, shall
be filed with the Commissioner;
(d) If the Commissioner finds that the proposed sale is fair to all
holders of capital, creditors and other persons concerned, and provision
has been made for the disposition of the remaining assets, if any, of the
association as provided in this Act for reorganization or voluntary
liquidation, then he shall issue to the association a certificate of
authorization for such sale, attaching thereto, as a part thereof, a copy
of the report of proceedings filed as aforesaid;
(e) Upon recording the Commissioner's certificate in the same manner as
the association's articles of incorporation, the association may complete
the sale so authorized; except that an insured association first shall
obtain the approval of the insurance corporation;
(f) If the sale includes the name of the association, the purchasing
association shall have the exclusive right to such name for a period of
5 years; and
(g) If the association has failed to adopt a plan of voluntary
liquidation, the Commissioner may proceed against such association as
provided in Article 10 of this Act.
(Source: P.A. 86‑952.)
|
(205 ILCS 105/6‑12) (from Ch. 17, par. 3306‑12)
Sec. 6‑12.
Conversion from State to Federal association.
Any association operating under this Act may become a Federal
association pursuant to the laws and regulations of the United States and
in accordance with the following procedure:
(a) The board of directors shall approve a plan of conversion by
resolution adopted by majority vote of all of the directors. The plan shall
set forth, among other terms:
(1) A financial statement of the association as of the last business day
of the month preceding the adoption of the plan;
(2) The disposition of withdrawable capital and permanent reserve
capital, if any;
(3) Adjustments, if any, in the value of the withdrawable accounts when
exchanged for comparable accounts in the Federal association;
(4) The disposition of any segregated surplus established under Section
4‑5 of this Act;
(5) The disposition of any obligations or liabilities; and
(6) Such other information as may be required by the Commissioner;
(b) The plan shall not be submitted to the members until approved by the
Commissioner;
(c) The Commissioner may approve the plan; or if the Commissioner
disapproves the plan, he shall state his objections in writing and give the
converting association an opportunity to amend the plan to obviate such
objections. Approval shall be given in such case if the Commissioner finds
that the plan meets the requirements of this Act and the plan is equitable
and protects the rights of all persons affected, including such contingent
interests as theretofore may have been created in the segregated surplus,
if any;
(d) After receipt of such approval from the Commissioner, the plan of
conversion shall be mailed to each member and may be submitted to a vote
at an annual or special meeting of the members. The plan will be adopted
upon receiving in the affirmative 2/3 or more of the total number of votes
which all members of the association are entitled to cast. A report of
proceedings at such meeting, certified by the president or a vice‑president
and attested by the secretary, shall be filed promptly with the
Commissioner;
(e) Within 90 days after the date of such meeting, the association shall
take the action prescribed and authorized by the laws and regulations of
the United States to complete its conversion to a Federal association; and
(f) Upon receipt of a Federal charter, the association shall file
promptly with the Commissioner either a copy of such charter or a
certificate of the appropriate Federal officers setting forth the facts
concerning the issuance of such charter; and upon recording the charter in
the same manner as the association's articles of incorporation, the
association shall cease to be an association operating under this Act.
(Source: P.A. 84‑543.)
|
(205 ILCS 105/6‑13) (from Ch. 17, par. 3306‑13)
Sec. 6‑13.
Conversion from Federal to State association.
Any Federal association may become an association operating under this
Act, pursuant to the laws and regulations of the United States and in
accordance with the following procedure:
(a) The board of directors shall adopt a plan of conversion, which shall
set forth, among other terms, the provisions required in sub‑section (a) of
the preceding Section of this Act. Such plan and resolution shall be
submitted to the Commissioner;
(b) If the Commissioner, after appropriate examination, shall find that
the association complies sufficiently with the requirements of this Act to
entitle it to become an association operating under this Act, he shall
approve the plan of conversion. However, he may prescribe terms and
conditions, to be fulfilled either prior to or after the conversion, to
cause the association to conform with the requirements of this Act;
(c) After receipt of the Commissioner's approval, the plan of conversion
may be submitted at an annual or special meeting of the members; and the
plan will be adopted upon receiving in the affirmative 2/3 or
more of the total number of votes which all members of the association are
entitled to cast. Thereupon, such action shall be taken to adopt articles
of incorporation, to elect directors, to adopt by‑laws and to elect
officers as is prescribed for a new association in the Article of this Act
concerning Incorporation and Organization. A report of proceedings at
such meeting, certified by the president or a vice‑president and attested
by the secretary, shall be filed promptly with the Commissioner;
(d) If the Commissioner finds that such proceedings have been in
accordance with the provisions of this Section, he shall issue a
certificate of conversion, setting forth the articles of incorporation and
attaching, as a part of the certificate, a copy of the report of
proceedings filed as aforesaid; and
(e) The conversion shall become effective upon the recording of the
certificate of conversion in the manner required by this Act for the
recording of articles of incorporation.
(Source: P.A. 84‑543.)
|
(205 ILCS 105/6‑14) (from Ch. 17, par. 3306‑14)
Sec. 6‑14.
Effect of conversion.
When an association effects a conversion in accordance with either of
the two preceding Sections, the corporate existence of such association
shall not be interrupted; but the identity of the association shall
continue, together with all of the obligations and liabilities of the
association; and all of its rights, franchises and interests in and to
every kind of property, real, personal or mixed, shall continue without the
necessity of a deed or other transfer. Any reference to the association
before conversion, contained in any writing, whether executed or effective
before or after the conversion, shall be deemed a reference also to the
association after conversion, if not inconsistent with the other provisions
of such writing. No pending action or other judicial proceeding to which
the association is a party shall be abated or dismissed
by reason of
such conversion, but the same may be prosecuted to final judgment in the
same manner as if such conversion had not occurred.
(Source: P.A. 84‑1308.)
|
(205 ILCS 105/6‑15) (from Ch. 17, par. 3306‑15)
Sec. 6‑15.
Emergency merger.
With the prior approval of the
Commissioner, which approval shall state that the proposed merger is in
his opinion necessary for the protection of the depositors and other
creditors, any association that is an eligible depository institution as
defined in Section 2 of the Illinois Banking Act, may by a vote of a
majority of its board of directors and without a vote of its members or
permanent reserve shareholders merge with an association, federal
association, or bank as defined in Section 2 of the Illinois Banking Act,
with such other association, federal association, or bank being the
resulting or continuing association, federal association or bank.
(Source: P.A. 86‑952.)
|
Disclaimer: These codes may not be the most recent version. Illinois may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
