2005 Illinois Code - 205 ILCS 105/ Illinois Savings and Loan Act of 1985. Article 8 - Reorganization
(205 ILCS 105/Art. 8 heading)
ARTICLE 8.
REORGANIZATION
(205 ILCS 105/8‑1) (from Ch. 17, par. 3308‑1)
Sec. 8‑1.
Authority to reorganize.
An association may reorganize under the provisions of this Article, by
adjusting its capital without prejudicing or impairing the rights of any of
its creditors; but an adjustment of capital which involves or is part of a
proceeding to effect a merger, conversion, sale of all assets or
retirement or reduction of permanent reserve capital shall be accomplished
under the provisions of this Act relating to such other proceeding.
(Source: P.A. 84‑543.)
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(205 ILCS 105/8‑2) (from Ch. 17, par. 3308‑2)
Sec. 8‑2.
Decision as to reorganization; Adoption of plan.
(a) At any annual or special meeting of the members, the members may
vote to reorganize the association and may adopt a plan of reorganization
which has been approved by the board of directors or proposed by one or
more shareholders, or submitted by the Commissioner; or may elect a
committee of 3 persons to prepare and submit a plan and thereafter
may adopt such plan. However, no plan except one submitted by the
Commissioner shall be adopted unless it has been filed with the
Commissioner at least 5 days before the vote of the members is taken
thereon.
(b) A 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.
(Source: P.A. 84‑543.)
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(205 ILCS 105/8‑3) (from Ch. 17, par. 3308‑3)
Sec. 8‑3.
Plan of reorganization.
The plan of reorganization shall set forth:
(a) A statement of the financial condition of the association duly
certified by a licensed public accountant or verified in such manner as
may be required by the Commissioner;
(b) The proposed adjustment of capital;
(c) Any proposed segregation of assets into a segregated trust and
provision for disposition of such trust;
(d) Any amendment to the articles of incorporation which shall be
submitted to the Commissioner for approval and shall be effective as
provided in the Article of this Act concerning Corporate Changes; and
(e) Provision for safeguarding the rights of creditors.
(Source: P.A. 84‑543.)
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(205 ILCS 105/8‑4) (from Ch. 17, par. 3308‑4)
Sec. 8‑4.
Election
of new directors; Report and supervision.
(a) Upon the adoption of the plan of reorganization, the offices of all
directors and officers of the association shall be vacant, and the members
shall proceed to elect directors to fill the vacancies. If the plan
provides for the segregation of assets under a trust agreement, the members
also shall elect (with cumulative voting permitted as in elections of
directors) 3 or more trustees to manage such assets.
(b) A report of proceedings at the meetings of the members, certified by
the president or a vice president and attested by the secretary, setting
forth the notice given and time of mailing thereof, the vote on the plan of
reorganization and the total number of votes which all members of the
association were entitled to cast thereon, shall be filed in duplicate with
the Commissioner, together with the plan of reorganization. The
Commissioner thereupon shall issue to the association, and to the trustees
if assets have been segregated as a part of the plan, a certificate of
reorganization, and a certificate of amendment of the articles of
incorporation if appropriate.
(c) The reorganization shall become effective upon the recording of the
certificate of reorganization and the certificate of amendment of articles
of incorporation, if any, in the manner required by this Act for the
recording of articles of incorporation.
(Source: P.A. 84‑543.)
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(205 ILCS 105/8‑5) (from Ch. 17, par. 3308‑5)
Sec. 8‑5.
Trust agreement and procedure.
(a) The segregated assets shall be disposed of in accordance with the
terms of a trust agreement adopted by the board of directors and executed
in triplicate by the appropriate officers of the association and the
trustees.
(b) The trust agreement shall contain provisions for the full
liquidation of the trust, including, but not limited to, powers, duties
and manner of succession of trustees and other provisions similar to those
set forth with respect to liquidators in the Section of this Act concerning
Plan of Voluntary Liquidation. In addition thereto, the reorganized
association shall furnish to the trustees a list of all shareholders whose
shares are affected by such segregation of assets, giving their last known
addresses and the book value of shares held and the reduction of such
values upon reorganization and segregation of assets, so that the trustees
may ascertain the relative interest of each shareholder in the trust so
created. Such list shall be prima facie evidence of the share interests of
all shareholders, and no shareholder shall be entitled to a greater
proportionate interest in the trust unless and until the trustees shall
have agreed to a correction of the list or shall be ordered to do so by a
court of competent jurisdiction.
(c) Three copies of the trust agreement shall be submitted to the
Commissioner together with a certified copy of the resolution of the board
of directors adopting the agreement and the bonds of the trustees in such
amounts as shall be fixed by the board of directors and as provided by the
Section of this Act concerning Bonds of Officers and Employees.
(d) If the Commissioner finds that the bonds are sufficient and the
trust agreement will protect the beneficiaries of the trust, he shall
attach his certificate of approval and forward one approved copy of the
trust agreement to the trustees and another to the reorganized association.
(e) The trust shall become effective upon recording of the
Commissioner's certificate of approval and the trust agreement in the
manner required by this Act for the recording of articles of incorporation;
and the association thereupon shall be authorized to transfer the
segregated assets to the trustees.
(Source: P.A. 84‑543.)
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(205 ILCS 105/8‑6) (from Ch. 17, par. 3308‑6)
Sec. 8‑6.
Disposition of assets by trustees; Liquidation.
The trust shall be subject at all times to the applicable provisions of
the Article pertaining to Voluntary Liquidation and also shall be
subject to supervision and examination by the Commissioner.
(Source: P.A. 84‑543.)
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(205 ILCS 105/8‑7) (from Ch. 17, par. 3308‑7)
Sec. 8‑7.
Acceptance
of certificates of beneficial interest and withdrawable capital for part
purchase price of assets.
(a) The trustees may offer to accept the certificates of beneficial
interest issued by them, or withdrawable capital of the association, to
apply upon the purchase price of any assets, but only for such relative
values as may be approved by the Commissioner from time to time. If such
offer is made, notice thereof by single publication or by mailing, stating
the offer and the time, place and terms of the sale, shall be given to all
owners of such certificates prior to the sale.
(b) If a purchaser of segregated assets applies to the reorganized
association for a loan on such assets, the association, in lieu of cash
advancement on such loan, may issue and the trustees may accept at full
value withdrawable capital of the reorganized association up to but not
exceeding 75% of the purchase price of such assets.
Such sale shall not be consummated until the balance of the purchase price
shall have been paid in cash to the trustee.
(Source: P.A. 84‑543.)
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