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2005 Illinois Code - 205 ILCS 205/      Savings Bank Act. Article 8 - Voluntary Corporate Changes


      (205 ILCS 205/Art. 8 heading)
ARTICLE 8. Voluntary Corporate Changes

    (205 ILCS 205/8001) (from Ch. 17, par. 7308‑1)
    Sec. 8001. Amendment of articles and bylaws. A savings bank may amend its articles of incorporation or bylaws in accordance with the procedure set forth in this Article, but those articles and bylaws shall conform to all legal requirements pertaining to savings banks. No amended article or bylaw shall affect any existing cause of action or pending action to which the savings bank may be a party or existing rights of persons other than the members or stockholders of the savings bank. Any number of amendments may be submitted and voted upon at any one meeting of the members, stockholders, or board of directors.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8002) (from Ch. 17, par. 7308‑2)
    Sec. 8002. Procedure to amend articles.
    (a) The procedure to effect an amendment of articles of incorporation shall be as follows:
        (1) The board of directors shall adopt a resolution
    
setting forth the proposed amendment and direct that it be submitted to a vote at an annual or special meeting of the members or stockholders.
        (2) The proposed amendment shall be set forth in the
    
notice of meeting mailed as prescribed in Section 4003 of this Act.
        (3) The proposed amendment shall be adopted upon
    
receiving the affirmative vote of a majority of the votes entitled to be cast, unless the articles of incorporation set forth a requirement that amendments of the articles of incorporation shall be adopted by an affirmative vote of two‑thirds of the total number of votes entitled to be cast.
    (b) A report of proceedings, including the notice given, the time of mailing, the amendment adopted, the vote thereon, and the total number of votes entitled to be cast, verified by the president, vice president, or managing officer and attested to by the Secretary, shall be filed with the Commissioner within 5 business days after the vote.
    (c) Each adopted amendment shall be subject to the same inquiry as the corresponding provision in the original articles. If the Commissioner approves an amendment he shall issue to the savings bank a certificate setting forth the amendment and his approval thereof. The amendment shall become effective when recorded in the same manner as the savings bank's articles of incorporation. The savings bank shall provide the Commissioner with a copy of the recorded amendment within 5 business days of the date of recording.
(Source: P.A. 89‑74, eff. 6‑30‑95.)

    (205 ILCS 205/8003) (from Ch. 17, par. 7308‑3)
    Sec. 8003. Effect upon existing articles and bylaws. Any adopted or amended articles that contain provisions contrary to the savings bank's bylaws shall serve to repeal the particular bylaws without further action by the board. No amendment to a savings bank's bylaws may take effect until the amendment is approved by the Commissioner.
(Source: P.A. 89‑74, eff. 6‑30‑95.)

    (205 ILCS 205/8004) (from Ch. 17, par. 7308‑4)
    Sec. 8004. Merger; adoption of plan.
    (a) Any depository institution may merge into a savings bank operating under this Act, and a savings bank operating under this Act may merge into a depository institution. The board of directors of each merging depository institution, by resolution adopted by a majority vote of all members of the board, must approve the plan of merger.
    (b) The plan of merger must include the following:
        (1) The name of each of the merging depository
    
institutions, the name of the continuing savings bank or resulting depository institution or State or national bank, the location of the business office, and the location of the branch offices.
        (2) With respect to the resulting savings bank or
    
resulting depository institution or State or national bank, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock and the par value of each share; the charter and bylaws of the resulting depository institution or savings bank or resulting State or national bank; and a detailed financial Statement showing the assets and liabilities after the proposed merger.
        (3) Provisions stating the method, terms, and
    
conditions of carrying the merger into effect, including the manner of converting the shares of the merging depository institutions into the cash, shares of stock, or other securities or properties Stated in the merger agreement to be received by the stockholders of each merging depository institution.
        (4) Provisions governing the manner of disposing of
    
any shares of stock of the resulting savings bank or resulting depository institution or State or national bank that are not taken by the dissenting stockholders of each merging depository institution.
        (5) Other provisions that appear necessary or
    
desirable or that the Commissioner may reasonably require to enable him to discharge his duties with respect to the merger.
    (c) After approval by the board of directors of each depository institution, the merger agreement shall be submitted to the Commissioner for approval, together with the certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each merging depository institution. After receipt of the items specified herein, the Commissioner may make or cause to be made an examination of the affairs of each of the merging depository institutions and their affiliates and subsidiaries, the expense of which is to be paid by the merging depository institutions.
    (d) The Commissioner may then approve or disapprove the proposed merger agreement. The Commissioner shall not approve a merger agreement unless he finds that:
        (1) The resulting savings bank meets the
    
requirements of this Act for the formation of a new savings bank at the proposed main office of the resulting savings bank.
        (2) The same conditions exist with respect to the
    
resulting savings bank that would be required under this Act for the organization of a new savings bank.
        (3) The merger agreement is fair to all persons
    
affected.
        (4) The resulting savings bank will be operated in a
    
safe and sound manner.
    (e) If the Commissioner disapproves of the proposed merger, he shall State his objections in writing and give the merging depository institutions a Stated period of time in which to amend the plan of merger to obviate the objections.
(Source: P.A. 87‑1226; 88‑425.)

    (205 ILCS 205/8005) (from Ch. 17, par. 7308‑5)
    Sec. 8005. Merger; vote of approval. If approved by the Commissioner, the plan of merger shall be submitted to the stockholders of the depository institution for approval. The Commissioner may require that the plan of merger be submitted to members of a mutual savings bank. Each meeting of the members or stockholders of a savings bank operating under this Act shall be called and held in accordance with Section 4002. The plan is approved if it receives the affirmative vote of two‑thirds or more of the total votes entitled to be cast.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8006) (from Ch. 17, par. 7308‑6)
    Sec. 8006. Merger; Commissioner's certificate. The executed merger agreement together with copies of the resolutions of the members or stockholders of each merging depository institution approving it, certified by the managing officer, and attested to by the secretary, shall be filed with the Commissioner. The Commissioner shall then issue to the continuing savings bank a certificate of merger, setting forth the name of each merging depository institution, the name of the continuing savings bank, and the articles of incorporation of the continuing savings bank. The merger takes effect upon the recording of the certificate in the same manner as the articles of incorporation in each county in which the business office of any of the merging depository institutions was located and in the county in which the business office of the continuing savings bank is located. When duly recorded, the certificate shall be conclusive evidence of the merger and of the correctness of the proceedings therefor except against the State.
(Source: P.A. 87‑1226; 88‑425.)

    (205 ILCS 205/8007) (from Ch. 17, par. 7308‑7)
    Sec. 8007. Effect of merger. The continuing savings bank or resulting depository institution or State or national bank shall be considered the same business and corporate entity as each merging depository institution, with all the property, rights, duties, and obligations of each merging depository institution, except as otherwise provided by the articles of incorporation of the continuing savings bank or resulting depository institution or State or national bank. All liabilities of each of the merging institutions shall be liabilities of the continuing savings bank or resulting depository institution or State or national bank; and all of the rights, franchises, and interests of each of the merging depository institutions in and to every kind of property, real, personal, or mixed shall vest automatically in the continuing savings bank or resulting depository institution or State or national bank without any deed or other transfer. Any reference to a merging depository institution in any writing, whether executed or effective before or after the merger, shall be deemed a reference to the continuing savings bank or resulting depository institution or State or national bank if not inconsistent with the other provisions of the writing. No pending action or other judicial proceeding to which any merging depository institution 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.
(Source: P.A. 87‑1226; 88‑425.)

    (205 ILCS 205/8008) (from Ch. 17, par. 7308‑8)
    Sec. 8008. 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 for by the merging depository institutions.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8009) (from Ch. 17, par. 7308‑9)
    Sec. 8009. Sale of assets. Subject to regulations of the Commissioner, a savings bank, in one transaction not in the usual course of business, may sell all or substantially all of its assets, with or without its name and goodwill, to another savings bank or to any other financial institution, in consideration of money, capital, or obligations of the purchasing institution. A savings bank may sell any office or facility and equipment in conformity with the regulations of the Commissioner.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8010) (from Ch. 17, par. 7308‑10)
    Sec. 8010. Procedure to effect sale of all assets.
    (a) The procedure to effect a sale authorized by Sections 8009 and 8014 of this Act shall be as follows:
        (1) 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 of the members at a special or annual meeting.
        (2) The terms shall be set forth in the notice of
    
the meeting as prescribed in subsection (b) of Section 4003 of this Act.
        (3) The proposed sale will be approved by the
    
members or stockholders upon receiving in the affirmative two‑thirds or more of the total number of votes that all members or stockholders of the savings bank are entitled to cast. A proposal for the voluntary liquidation of the savings bank may be submitted to the members or stockholders at the same meeting or at any later meeting called for that purpose in accordance with Article 4 of this Act. A report of proceedings, certified by the president or vice president and attested by the secretary, setting forth the terms of the proposed sale, the notice given and the time of its mailing, the vote on the proposal, and the total number of votes that all members or stockholders of the savings bank are entitled to cast, shall be filed with the Commissioner.
    (b) 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 savings bank, as provided in this Act for voluntary liquidation, he shall issue to the savings bank a certificate of authorization for the sale with a copy of the filed report of proceedings attached to the certificate.
    (c) When the Commissioner's certificate is recorded in the same manner as the savings bank's articles of incorporation, the savings bank may complete the sale so authorized; except that the savings bank must also have the approval of the Federal Deposit Insurance Corporation.
    (d) If the sale includes the name of the savings bank, the purchaser shall have the exclusive right to that name for a period of 5 years.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8011) (from Ch. 17, par. 7308‑11)
    Sec. 8011. Authority to form a bridge charter.
    (a) Any savings bank operating in Illinois under this Act may form a bridge, vehicle, or other interim charter as a means to effect a corporate restructuring, a voluntary corporate change, or other transformation that does not in reality create an additional new depository institution, but that shall move insured liabilities from one depository institution to another pursuant to a change in control, change in method of ownership, merger, or other charter change that results in no new net insurable deposits. That charter or institution shall be known as an interim, vehicle, bridge, or pass‑through charter or institution and may become or receive the continuing or surviving depository institution or may be a conduit through which an existing depository institution's assets, liabilities, fixtures, personnel, rights, and property of every type are passed in order to effect a desirable corporate change. In connection with the formation of that type of institution, an existing depository institution may amend, modify, or add to its articles of incorporation and bylaws to remove any depository function and to remove any deposits that would require insurance of accounts under Section 1005 of this Act.
    (b) Application to form an entity under authority of this Section shall be made on forms to be prescribed by the Commissioner. The Commissioner may issue rules and regulations to govern the formation of, and the standards and supervisory considerations to be applied to, the charters.
    (c) If a savings bank operating under this Act desires to apply for a permit to organize a new depository institution in order to facilitate or effect a corporate restructuring, to alter or relocate the depository institution's ownership, to effect a merger, sale or purchase of assets or in order to facilitate conversion to another charter, the Commissioner shall require the filing of an application to create a transitional charter.
    (d) The application shall contain the following:
        (1) The names and addresses of the organizers with
    
information as required by Article 3.
        (2) Any accompanying filings required by other
    
regulatory authorities.
        (3) A statement from the applicant's certified
    
public accountant describing and analyzing the method to effect the transaction.
        (4) A 5‑year plan for the resulting depository
    
institution and for any corporate remnant of the original depository institution regarding the disposition, acquisition, or expansion of assets; capital enhancement; disposition of earnings and profits; and geographic or other expansion or contraction.
        (5) The purpose of the new entity with documentation
    
as required by the Commissioner.
        (6) Whether the core base deposits will be expanded
    
in a manner that would require increased insurance of accounts together with details for the appropriate filings.
        (7) Ownership structure including any contemplated
    
sales of stock of subsidiaries, affiliates, or parent companies, as well as of the savings bank.
        (8) Articles of incorporation and bylaws of the
    
original, interim, and resulting institutions.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8012) (from Ch. 17, par. 7308‑12)
    Sec. 8012. Conversion of an existing depository institution to a savings bank.
    (a) Except as provided in subsection (b), an existing depository institution may become an Illinois savings bank by:
        (1) Applying to the Commissioner of Banks and Real
    
Estate for an Illinois savings bank charter.
        (2) Obtaining insurance of accounts from a deposit
    
insurance corporation.
        (3) Complying with the provisions of this Act and
    
the rules and regulations of the Commissioner, except that any requirements of publication, notice, and public hearing are hereby waived.
        (4) Paying all outstanding bills for supervisory
    
fees, examination fees, membership fees, other fees, penalties, and assessments associated with its original charter.
        (5) Recording a savings bank charter in the county
    
of its company headquarters.
        (6) Giving notice to its original chartering
    
authority and surrendering its charter to its chartering authority upon approval of the Commissioner.
    (b) A federal association required by a law of the United States to convert to a national bank or to a depository institution chartered under the laws of the State of Illinois that elects to become a savings bank may apply for an expedited process under this subsection. Upon filing with the Commissioner a certified copy of the conversion registration statement filed with the appropriate federal regulatory agency and a certificate issued by that federal regulatory agency showing that the federal association has complied with the provisions of federal law, the Commissioner shall issue a savings bank charter to the converting federal association, provided the converting federal association:
        (i) furnishes evidence of insurance of accounts from
    
a deposit insurance corporation;
        (ii) complies with the provisions of this Act and
    
the rules of the Commissioner, except that any requirements of publication notice and public hearing are waived; and
        (iii) records the savings bank charter in the county
    
of its principal place of business.
    (c) A federal savings association that converts to a savings bank under subsection (b) of this Section shall not be required to pay any application fees in connection with the conversion.
(Source: P.A. 89‑508, eff. 7‑3‑96; 90‑270, eff. 7‑30‑97.)

    (205 ILCS 205/8013) (from Ch. 17, par. 7308‑13)
    Sec. 8013. 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 savings bank that is an eligible depository institution, as defined in the Illinois Banking Act, may, by a vote of a majority of its board of directors and without a vote of its members or stockholders, merge with another savings bank, a State or federal savings and loan association, or a bank, as defined in the Illinois Banking Act, with the other savings bank, State or federal savings and loan association, or bank being the resulting or continuing savings bank, savings and loan association, or bank.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8014) (from Ch. 17, par. 7308‑14)
    Sec. 8014. Emergency sale of assets.
    (a) 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 savings bank may, by a vote of a majority of its board of directors and without a vote of its members or stockholders, sell all or any part of its assets to another savings bank, savings and loan association, bank, as defined in the Illinois Banking Act, or to the Federal Deposit Insurance Corporation, or to both a State or federally chartered savings bank or savings and loan association or a bank and the Federal Deposit Insurance Corporation, provided that a savings bank, State or federally chartered savings and loan association or bank assumes in writing all of the liabilities of the selling association and that any sale to a bank shall be by an eligible depository institution, as defined in the Illinois Banking Act.
    (b) Notwithstanding any other provisions of this Act, a savings bank may sell to any savings bank, savings and loan association, or bank, as defined in the Illinois Banking Act, an insubstantial portion of its total deposits which shall have the same meaning as provided in Section 5(d)(2)(D) of the Federal Deposit Insurance Act. The sale of an insubstantial portion of a savings bank'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 stockholders.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/8015) (from Ch. 17, par. 7308‑15)
    Sec. 8015. Change in control.
    (a) Any person, whether acting directly or indirectly or through or in concert with one or more persons, shall give the Commissioner 60 days written notice of intent to acquire control of a savings bank or savings bank affiliate operating under this Act. The Commissioner shall promulgate rules to implement this provision including definitions, application, procedures, standards for approval or disapproval.
    (b) The Commissioner may examine the books and records of any person giving notice of intent to acquire control of a savings bank operating under this Act.
    (c) The Commissioner may approve or disapprove an application for change of control.
(Source: P.A. 92‑483, eff. 8‑23‑01; 92‑811, eff. 8‑21‑02.)

    (205 ILCS 205/8016) (from Ch. 17, par. 7308‑16)
    Sec. 8016. Procedure for conversion from a savings bank charter.
    (a) Any savings bank operating under this Act may convert to any other depository institution chartered under the laws and regulations of this State or under the laws and regulations of the United States in accordance with the following requirements:
        (1) The converting savings bank shall notify the
    
Commissioner of its intent to convert. Notice should be submitted when the savings bank first submits a request to convert to the appropriate State or federal authorities, but in no case less than 30 days before the conversion. Approval of the conversion by the Commissioner shall not be required except when the savings bank converts to a depository institution that is also chartered by the Commissioner in which case the savings bank shall comply with State law and regulations applicable to the conversion to such depository institution.
        (2) The board of directors shall approve a plan of
    
conversion by resolution adopted by majority vote of all of the directors.
        (3) Upon notice prescribed by subsection (a) of
    
Section 4003 of this Act, the plan of conversion shall be adopted upon receiving in the affirmative two‑thirds or more of the total number of votes that all members of the savings bank are entitled to cast. A report of proceedings, certified by the president or a vice president and attested by the secretary, shall be filed promptly with the Commissioner.
        (4) The savings bank shall pay all accrued
    
supervisory fees and other fees and assessments under this Act as of the date of conversion.
        (5) Upon completion of the conversion, the charter
    
of the savings bank shall automatically terminate and the savings bank charter or a true copy of the charter shall be returned to the Commissioner.
    (b) If the Commissioner finds that any requirement of this Section would prevent under applicable law a depository institution that is not a savings bank from converting to a savings bank, the Commissioner may waive any requirement having that effect.
(Source: P.A. 91‑97, eff. 7‑9‑99.)

    (205 ILCS 205/8017)
    Sec. 8017. Guidelines for the processing of completed applications.
    (a) All procedures, notice, or transactions under Article VIII requiring approval of the Commissioner shall be governed by this Section and designated as an "application".
    (b) An application submitted under this Article to the Commissioner for processing shall comply with all applicable regulations and guidelines governing the filing of the applications. The Commissioner shall adopt rules to ensure timely processing of all applications. Rules governing the processing of an application for change in control shall conform to the requirements of Section 8015.
(Source: P.A. 88‑579, eff. 8‑12‑94.)

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