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90_HB1288enr
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Amends numerous Acts related to the regulation of the
banking and real estate industries. Permits banks to retain
certain real estate for 10, rather than 5, years. Provides
that the Commissioner of Banks and Real Estate may, after
receiving certain notices from banks, reduce the length of
the notice period. Authorizes banks to invest 10%, rather
than 5%, of capital and surplus in community development
projects. Provides for the formation and merger of interim
banks. Prohibits banks and corporate fiduciaries from
employing individuals convicted of certain offenses without
the approval of the Commissioner. Provides that banks must
be examined once every 18, rather than 12, months.
Authorizes savings banks to conduct transactions through
affiliate facilities. Allows a reduction in the frequency of
meetings of the directors of a savings bank. Changes the
method of calculating the mortgage default rate for licensees
under the Residential Mortgage License Act of 1987. Makes
other changes. Defines terms. Effective immediately.
LRB9000532JSsbB
HB1288 Enrolled LRB9000532JSsbB
1 AN ACT in relation to the powers and duties of the Office
2 of Banks and Real Estate.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 5. The Office of Banks and Real Estate Act is
6 amended by changing Section 5 as follows:
7 (20 ILCS 3205/5) (from Ch. 17, par. 455)
8 Sec. 5. Powers. In addition to all the other powers and
9 duties provided by law, the Commissioner shall have the
10 following powers:
11 (a) To exercise the rights, powers and duties formerly
12 vested by law in the Director of Financial Institutions under
13 the Illinois Banking Act.
14 (b) To exercise the rights, powers and duties formerly
15 vested by law in the Department of Financial Institutions
16 under "An act to provide for and regulate the administration
17 of trusts by trust companies", approved June 15, 1887, as
18 amended.
19 (c) To exercise the rights, powers and duties formerly
20 vested by law in the Director of Financial Institutions under
21 "An act authorizing foreign corporations, including banks and
22 national banking associations domiciled in other states, to
23 act in a fiduciary capacity in this state upon certain
24 conditions herein set forth", approved July 13, 1953, as
25 amended.
26 (d) Whenever the Commissioner is authorized or required
27 by law to consider or to make findings regarding the
28 character of incorporators, directors, management personnel,
29 or other relevant individuals under the Illinois Banking Act
30 or the Corporate Fiduciary Act or at other times as the
31 Commissioner deems necessary for the purpose of carrying out
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1 the Commissioner's statutory powers and responsibilities, the
2 Commissioner shall consider criminal history record
3 information, including nonconviction information, pursuant to
4 the Criminal Identification Act. The Commissioner shall, in
5 the form and manner required by the Department of State
6 Police and the Federal Bureau of Investigation, cause to be
7 conducted a criminal history record investigation to obtain
8 information currently contained in the files of the
9 Department of State Police or the Federal Bureau of
10 Investigation, provided that the Commissioner need not cause
11 additional criminal history record investigations to be
12 conducted on individuals for whom the Commissioner or a
13 federal bank regulatory agency has caused such investigations
14 to have been conducted previously unless such additional
15 investigations are otherwise required by law or unless the
16 Commissioner deems such additional investigations to be
17 necessary for the purposes of carrying out the Commissioner's
18 statutory powers and responsibilities. The Department of
19 State Police shall provide, on the Commissioner's request,
20 information concerning criminal charges and their disposition
21 currently on file with respect to a relevant individual.
22 Information obtained as a result of an investigation under
23 this Section shall be used in determining eligibility to be
24 an incorporator, director, management personnel, or other
25 relevant individual in relation to a financial institution
26 supervised by the Commissioner. Upon request and payment of
27 fees in conformance with the requirements of paragraph (22)
28 of subsection (A) of Section 55a of the Civil Administrative
29 Code of Illinois, the Department of State Police is
30 authorized to furnish, pursuant to positive identification,
31 such information contained in State files as is necessary to
32 fulfill the request.
33 (Source: P.A. 88-546; 89-508, eff. 7-3-96.)
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1 Section 10. The Illinois Banking Act is amended by
2 changing Sections 2, 5, 7, 8, 9, 13, 14, 16, 17, 32, 34, 35,
3 48, 48.3, and 79 and by adding Sections 13.5 and 16.5 as
4 follows:
5 (205 ILCS 5/2) (from Ch. 17, par. 302)
6 Sec. 2. General definitions. In this Act, unless the
7 context otherwise requires, the following words and phrases
8 shall have the following meanings:
9 "Accommodation party" shall have the meaning ascribed to
10 that term in Section 3-419 3-415 of the Uniform Commercial
11 Code.
12 "Action" in the sense of a judicial proceeding includes
13 recoupments, counterclaims, set-off, and any other proceeding
14 in which rights are determined.
15 "Affiliate facility" of a bank means a main banking
16 premises or branch of another commonly owned bank. The main
17 banking premises or any branch of a bank may be an "affiliate
18 facility" with respect to one or more other commonly owned
19 banks.
20 "Appropriate federal banking agency" means the Federal
21 Deposit Insurance Corporation, the Federal Reserve Bank of
22 Chicago, or the Federal Reserve Bank of St. Louis, as
23 determined by federal law.
24 "Bank" means any person doing a banking business whether
25 subject to the laws of this or any other jurisdiction.
26 A "banking house", "branch", "branch bank" or "branch
27 office" shall mean any place of business of a bank at which
28 deposits are received, checks paid, or loans made, but shall
29 not include any place at which only records thereof are made,
30 posted, or kept. A place of business at which deposits are
31 received, checks paid, or loans made shall not be deemed to
32 be a branch, branch bank, or branch office if the place of
33 business is adjacent to and connected with the main banking
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1 premises, or if it is separated from the main banking
2 premises by not more than an alley; provided always that (i)
3 if the place of business is separated by an alley from the
4 main banking premises there is a connection between the two
5 by public or private way or by subterranean or overhead
6 passage, and (ii) if the place of business is in a building
7 not wholly occupied by the bank, the place of business shall
8 not be within any office or room in which any other business
9 or service of any kind or nature other than the business of
10 the bank is conducted or carried on. A place of business at
11 which deposits are received, checks paid, or loans made shall
12 not be deemed to be a branch, branch bank, or branch office
13 (i) of any bank if the place is a an automatic teller machine
14 established and maintained in accordance with paragraph (16)
15 of Section 5 of this Act, or (ii) of any bank if the place is
16 a point of sale terminal established and maintained in
17 accordance with paragraph (17) of Section 5 of this Act, or
18 (ii) (iii) of a commonly owned bank by virtue of transactions
19 conducted at that place on behalf of the other commonly owned
20 bank under paragraph (23) of Section 5 of this Act if the
21 place is an affiliate facility with respect to the other
22 bank.
23 "Branch of an out-of-state bank" means a branch
24 established or maintained in Illinois by an out-of-state bank
25 as a result of a merger between an Illinois bank and the
26 out-of-state bank that occurs on or after May 31, 1997, or
27 any branch established by the out-of-state bank following the
28 merger.
29 "Call report fee" means the fee to be paid to the
30 Commissioner by each State bank pursuant to paragraph (a) of
31 subsection (3) of Section 48 of this Act.
32 "Capital" includes the aggregate of outstanding capital
33 stock and preferred stock.
34 "Cash flow reserve account" means the account within the
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1 books and records of the Commissioner of Banks and Real
2 Estate used to record funds designated to maintain a
3 reasonable Bank and Trust Company Fund operating balance to
4 meet agency obligations on a timely basis.
5 "Charter" includes the original charter and all
6 amendments thereto and articles of merger or consolidation.
7 "Commissioner" means the Commissioner of Banks and Real
8 Estate or a person authorized by the Commissioner, the Office
9 of Banks and Real Estate Act, or this Act to act in the
10 Commissioner's stead.
11 "Commonly owned banks" means 2 or more banks that each
12 qualify as a bank subsidiary of the same bank holding company
13 pursuant to Section 18 of the Federal Deposit Insurance Act;
14 "commonly owned bank" refers to one of a group of commonly
15 owned banks but only with respect to one or more of the other
16 banks in the same group.
17 "Community" means a city, village, or incorporated town
18 in this State.
19 "Company" means a corporation, partnership, business
20 trust, association, or similar organization and, unless
21 specifically excluded, includes a "State bank" and a "bank".
22 "Consolidating bank" means a party to a consolidation.
23 "Consolidation" takes place when 2 or more banks, or a
24 trust company and a bank, are extinguished and by the same
25 process a new bank is created, taking over the assets and
26 assuming the liabilities of the banks or trust company
27 passing out of existence.
28 "Continuing bank" means a merging bank, the charter of
29 which becomes the charter of the resulting bank.
30 "Converting bank" means a State bank converting to become
31 a national bank, or a national bank converting to become a
32 State bank.
33 "Converting trust company" means a trust company
34 converting to become a State bank.
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1 "Court" means a court of competent jurisdiction.
2 "Eligible depository institution" means an insured
3 savings association that is in default, an insured savings
4 association that is in danger of default, a State or national
5 bank that is in default or a State or national bank that is
6 in danger of default, as those terms are defined in this
7 Section, or a new bank as that term defined in Section 11(m)
8 of the Federal Deposit Insurance Act or a bridge bank as that
9 term is defined in Section 11(n) of the Federal Deposit
10 Insurance Act or a new federal savings association authorized
11 under Section 11(d)(2)(f) of the Federal Deposit Insurance
12 Act.
13 "Fiduciary" means trustee, agent, executor,
14 administrator, committee, guardian for a minor or for a
15 person under legal disability, receiver, trustee in
16 bankruptcy, assignee for creditors, or any holder of similar
17 position of trust.
18 "Financial institution" means a bank, savings and loan
19 association, credit union, or any licensee under the Consumer
20 Installment Loan Act or the Sales Finance Agency Act and, for
21 purposes of Section 48.3, any proprietary network, funds
22 transfer corporation, or other entity providing electronic
23 funds transfer services, or any corporate fiduciary, its
24 subsidiaries, affiliates, parent company, or contractual
25 service provider that is examined by the Commissioner.
26 "Foundation" means the Illinois Bank Examiners' Education
27 Foundation.
28 "General obligation" means a bond, note, debenture,
29 security, or other instrument evidencing an obligation of the
30 issuer that is supported by the full available resources of
31 the issuer, the principal and interest of which is payable in
32 whole or in part by taxation.
33 "Guarantee" means an undertaking or promise to answer for
34 payment of another's debt or performance of another's duty,
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1 liability, or obligation whether "payment guaranteed" or
2 "collection guaranteed".
3 "In danger of default" means a State or national bank, a
4 federally chartered insured savings association or an
5 Illinois state chartered insured savings association with
6 respect to which the Commissioner or the appropriate federal
7 banking agency has advised the Federal Deposit Insurance
8 Corporation that:
9 (1) in the opinion of the Commissioner or the
10 appropriate federal banking agency,
11 (A) the State or national bank or insured
12 savings association is not likely to be able to meet
13 the demands of the State or national bank's or
14 savings association's obligations in the normal
15 course of business; and
16 (B) there is no reasonable prospect that the
17 State or national bank or insured savings
18 association will be able to meet those demands or
19 pay those obligations without federal assistance; or
20 (2) in the opinion of the Commissioner or the
21 appropriate federal banking agency,
22 (A) the State or national bank or insured
23 savings association has incurred or is likely to
24 incur losses that will deplete all or substantially
25 all of its capital; and
26 (B) there is no reasonable prospect that the
27 capital of the State or national bank or insured
28 savings association will be replenished without
29 federal assistance.
30 "In default" means, with respect to a State or national
31 bank or an insured savings association, any adjudication or
32 other official determination by any court of competent
33 jurisdiction, the Commissioner, the appropriate federal
34 banking agency, or other public authority pursuant to which a
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1 conservator, receiver, or other legal custodian is appointed
2 for a State or national bank or an insured savings
3 association.
4 "Insured savings association" means any federal savings
5 association chartered under Section 5 of the federal Home
6 Owners' Loan Act and any State savings association chartered
7 under the Illinois Savings and Loan Act of 1985 or a
8 predecessor Illinois statute, the deposits of which are
9 insured by the Federal Deposit Insurance Corporation. The
10 term also includes a savings bank organized or operating
11 under the Savings Bank Act.
12 "Insured savings association in recovery" means an
13 insured savings association that is not an eligible
14 depository institution and that does not meet the minimum
15 capital requirements applicable with respect to the insured
16 savings association.
17 "Issuer" means for purposes of Section 33 every person
18 who shall have issued or proposed to issue any security;
19 except that (1) with respect to certificates of deposit,
20 voting trust certificates, collateral-trust certificates, and
21 certificates of interest or shares in an unincorporated
22 investment trust not having a board of directors (or persons
23 performing similar functions), "issuer" means the person or
24 persons performing the acts and assuming the duties of
25 depositor or manager pursuant to the provisions of the trust,
26 agreement, or instrument under which the securities are
27 issued; (2) with respect to trusts other than those specified
28 in clause (1) above, where the trustee is a corporation
29 authorized to accept and execute trusts, "issuer" means the
30 entrusters, depositors, or creators of the trust and any
31 manager or committee charged with the general direction of
32 the affairs of the trust pursuant to the provisions of the
33 agreement or instrument creating the trust; and (3) with
34 respect to equipment trust certificates or like securities,
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1 "issuer" means the person to whom the equipment or property
2 is or is to be leased or conditionally sold.
3 "Letter of credit" and "customer" shall have the meanings
4 ascribed to those terms in Section 5-102 of the Uniform
5 Commercial Code.
6 "Main banking premises" means the location that is
7 designated in a bank's charter as its main office.
8 "Maker or obligor" means for purposes of Section 33 the
9 issuer of a security, the promisor in a debenture or other
10 debt security, or the mortgagor or grantor of a trust deed or
11 similar conveyance of a security interest in real or personal
12 property.
13 "Merged bank" means a merging bank that is not the
14 continuing, resulting, or surviving bank in a consolidation
15 or merger.
16 "Merger" includes consolidation.
17 "Merging bank" means a party to a bank merger.
18 "Merging trust company" means a trust company party to a
19 merger with a State bank.
20 "Mid-tier bank holding company" means a corporation that
21 (a) owns 100% of the issued and outstanding shares of each
22 class of stock of a State bank, (b) has no other
23 subsidiaries, and (c) 100% of the issued and outstanding
24 shares of the corporation are owned by a parent bank holding
25 company.
26 "Municipality" means any municipality, political
27 subdivision, school district, taxing district, or agency.
28 "National bank" means a national banking association
29 located in this State and after May 31, 1997, means a
30 national banking association without regard to its location.
31 "Out-of-state bank" means a bank chartered under the laws
32 of a state other than Illinois, a territory of the United
33 States, or the District of Columbia.
34 "Parent bank holding company" means a corporation that is
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1 a bank holding company as that term is defined in the
2 Illinois Bank Holding Company Act of 1957 and owns 100% of
3 the issued and outstanding shares of a mid-tier bank holding
4 company.
5 "Person" means an individual, corporation, partnership,
6 joint venture, trust, estate, or unincorporated association.
7 "Public agency" means the State of Illinois, the various
8 counties, townships, cities, towns, villages, school
9 districts, educational service regions, special road
10 districts, public water supply districts, fire protection
11 districts, drainage districts, levee districts, sewer
12 districts, housing authorities, the Illinois Bank Examiners'
13 Education Foundation, the Chicago Park District, and all
14 other political corporations or subdivisions of the State of
15 Illinois, whether now or hereafter created, whether herein
16 specifically mentioned or not, and shall also include any
17 other state or any political corporation or subdivision of
18 another state.
19 "Public funds" or "public money" means current operating
20 funds, special funds, interest and sinking funds, and funds
21 of any kind or character belonging to, in the custody of, or
22 subject to the control or regulation of the United States or
23 a public agency. "Public funds" or "public money" shall
24 include funds held by any of the officers, agents, or
25 employees of the United States or of a public agency in the
26 course of their official duties and, with respect to public
27 money of the United States, shall include Postal Savings
28 funds.
29 "Published" means, unless the context requires otherwise,
30 the publishing of the notice or instrument referred to in
31 some newspaper of general circulation in the community in
32 which the bank is located at least once each week for 3
33 successive weeks. Publishing shall be accomplished by, and
34 at the expense of, the bank required to publish. Where
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1 publishing is required, the bank shall submit to the
2 Commissioner that evidence of the publication as the
3 Commissioner shall deem appropriate.
4 "Recorded" means the filing or recording of the notice or
5 instrument referred to in the office of the Recorder of the
6 county wherein the bank is located.
7 "Resulting bank" means the bank resulting from a merger
8 or conversion.
9 "Securities" means stocks, bonds, debentures, notes, or
10 other similar obligations.
11 "Stand-by letter of credit" means a letter of credit
12 under which drafts are payable upon the condition the
13 customer has defaulted in performance of a duty, liability,
14 or obligation.
15 "State bank" means any banking corporation that has a
16 banking charter issued by the Commissioner under this Act.
17 "State Banking Board" means the State Banking Board of
18 Illinois.
19 "Subsidiary" with respect to a specified company means a
20 company that is controlled by the specified company. For
21 purposes of paragraphs (8) and (12) of Section 5 of this Act,
22 "control" means the exercise of operational or managerial
23 control of a corporation by the bank, either alone or
24 together with other affiliates of the bank.
25 "Surplus" means the aggregate of (i) amounts paid in
26 excess of the par value of capital stock and preferred stock;
27 (ii) amounts contributed other than for capital stock and
28 preferred stock and allocated to the surplus account; and
29 (iii) amounts transferred from undivided profits.
30 "Tier 1 Capital" and "Tier 2 Capital" have the meanings
31 assigned to those terms in regulations promulgated for the
32 appropriate federal banking agency of a state bank, as those
33 regulations are now or hereafter amended.
34 "Trust company" means a corporation incorporated in this
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1 State for the purpose of accepting and executing trusts.
2 "Undivided profits" means undistributed earnings less
3 discretionary transfers to surplus.
4 "Unimpaired capital and unimpaired surplus", for the
5 purposes of paragraph (21) of Section 5 and Sections 32, 33,
6 34, 35.1, 35.2, and 47 of this Act means the sum of the state
7 bank's Tier 1 Capital and Tier 2 Capital plus such other
8 shareholder equity as may be included by regulation of the
9 Commissioner. Unimpaired capital and unimpaired surplus
10 shall be calculated on the basis of the date of the last
11 quarterly call report filed with the Commissioner preceding
12 the date of the transaction for which the calculation is
13 made, provided that: (i) when a material event occurs after
14 the date of the last quarterly call report filed with the
15 Commissioner that reduces or increases the bank's unimpaired
16 capital and unimpaired surplus by 10% or more, then the
17 unimpaired capital and unimpaired surplus shall be calculated
18 from the date of the material event for a transaction
19 conducted after the date of the material event; and (ii) if
20 the Commissioner determines for safety and soundness reasons
21 that a state bank should calculate unimpaired capital and
22 unimpaired surplus more frequently than provided by this
23 paragraph, the Commissioner may by written notice direct the
24 bank to calculate unimpaired capital and unimpaired surplus
25 at a more frequent interval. In the case of a state bank
26 newly chartered under Section 13 or a state bank resulting
27 from a merger, consolidation, or conversion under Sections 21
28 through 26 for which no preceding quarterly call report has
29 been filed with the Commissioner, unimpaired capital and
30 unimpaired surplus shall be calculated for the first calendar
31 quarter on the basis of the effective date of the charter,
32 merger, consolidation, or conversion.
33 (Source: P.A. 88-45; 88-271; 88-546; 89-208, eff. 9-29-95;
34 89-364, eff. 8-18-95; revised 9-18-95; 89-508, eff. 7-3-96;
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1 89-534, eff. 1-1-97; 89-567, eff. 7-26-96; 89-626, eff.
2 8-9-96; revised 8-27-96.)
3 (205 ILCS 5/5) (from Ch. 17, par. 311)
4 Sec. 5. General corporate powers. A bank organized
5 under this Act or subject hereto shall be a body corporate
6 and politic and shall, without specific mention thereof in
7 the charter, have all the powers conferred by this Act and
8 the following additional general corporate powers:
9 (1) To sue and be sued, complain, and defend in its
10 corporate name.
11 (2) To have a corporate seal, which may be altered at
12 pleasure, and to use the same by causing it or a facsimile
13 thereof to be impressed or affixed or in any manner
14 reproduced, provided that the affixing of a corporate seal to
15 an instrument shall not give the instrument additional force
16 or effect, or change the construction thereof, and the use of
17 a corporate seal is not mandatory.
18 (3) To make, alter, amend, and repeal bylaws, not
19 inconsistent with its charter or with law, for the
20 administration of the affairs of the bank.
21 (4) To elect or appoint and remove officers and agents
22 of the bank and define their duties and fix their
23 compensation.
24 (5) To adopt and operate reasonable bonus plans,
25 profit-sharing plans, stock-bonus plans, stock-option plans,
26 pension plans and similar incentive plans for its directors,
27 officers and employees.
28 (5.1) To manage, operate and administer a fund for the
29 investment of funds by a public agency or agencies, including
30 any unit of local government or school district, or any
31 person. The fund for a public agency shall invest in the
32 same type of investments and be subject to the same
33 limitations provided for the investment of public funds. The
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1 fund for public agencies shall maintain a separate ledger
2 showing the amount of investment for each public agency in
3 the fund. "Public funds" and "public agency" as used in this
4 Section shall have the meanings ascribed to them in Section 1
5 of the Public Funds Investment Act.
6 (6) To make reasonable donations for the public welfare
7 or for charitable, scientific, religious or educational
8 purposes.
9 (7) To borrow or incur an obligation; and to pledge its
10 assets:
11 (a) to secure its borrowings, its lease of personal
12 or real property or its other nondeposit obligations;
13 (b) to enable it to act as agent for the sale of
14 obligations of the United States;
15 (c) to secure deposits of public money of the
16 United States, whenever required by the laws of the
17 United States, including without being limited to,
18 revenues and funds the deposit of which is subject to the
19 control or regulation of the United States or any of its
20 officers, agents, or employees and Postal Savings funds;
21 (d) to secure deposits of public money of any state
22 or of any political corporation or subdivision thereof
23 including, without being limited to, revenues and funds
24 the deposit of which is subject to the control or
25 regulation of any state or of any political corporation
26 or subdivisions thereof or of any of their officers,
27 agents, or employees;
28 (e) to secure deposits of money whenever required
29 by the National Bankruptcy Act;
30 (f) (Blank) to qualify under Section 2-9 of the
31 Corporate Fiduciary Act; and
32 (g) to secure trust funds commingled with the
33 bank's funds, whether deposited by the bank or an
34 affiliate of the bank, pursuant to Section 2-8 of the
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1 Corporate Fiduciary Act.
2 (8) To own, possess, and carry as assets all or part of
3 the real estate necessary in or with which to do its banking
4 business, either directly or indirectly through the ownership
5 of all or part of the capital stock, shares or interests in
6 any corporation, association, trust engaged in holding any
7 part or parts or all of the bank premises, engaged in such
8 business and in conducting a safe deposit business in the
9 premises or part of them, or engaged in any activity that the
10 bank is permitted to conduct in a subsidiary pursuant to
11 paragraph (12) of this Section 5.
12 (9) To own, possess, and carry as assets other real
13 estate to which it may obtain title in the collection of its
14 debts or that was formerly used as a part of the bank
15 premises, but title to any real estate except as herein
16 permitted shall not be retained by the bank, either directly
17 or by or through a subsidiary, as permitted by subsection
18 (12) of this Section for a total period of more than 10 5
19 years after acquiring title, either directly or indirectly,
20 unless a request for extension of time shall have been
21 submitted in writing to and approved by the Commissioner.
22 (10) To do any act, including the acquisition of stock,
23 necessary to obtain insurance of its deposits, or part
24 thereof, and any act necessary to obtain a guaranty, in whole
25 or in part, of any of its loans or investments by the United
26 States or any agency thereof, and any act necessary to sell
27 or otherwise dispose of any of its loans or investments to
28 the United States or any agency thereof, and to acquire and
29 hold membership in the Federal Reserve System.
30 (11) Notwithstanding any other provisions of this Act,
31 to do any act and to own, possess, and carry as assets
32 property of the character, including stock, that is at the
33 time authorized or permitted to national banks by an Act of
34 Congress, but subject always to the same limitations and
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1 restrictions as are applicable to national banks by the
2 pertinent federal law.
3 (12) To own, possess, and carry as assets stock of one
4 or more corporations that is, or are, engaged in one or more
5 of the following businesses:
6 (a) holding title to and administering assets
7 acquired as a result of the collection or liquidating of
8 loans, investments, or discounts; or
9 (b) holding title to and administering personal
10 property acquired by the bank, directly or indirectly
11 through a subsidiary, for the purpose of leasing to
12 others, provided the lease or leases and the investment
13 of the bank, directly or through a subsidiary, in that
14 personal property otherwise comply with Section 35.1 of
15 this Act; or
16 (c) carrying on or administering any of the
17 activities excepting the receipt of deposits or the
18 payment of checks or other orders for the payment of
19 money in which a bank may engage in carrying on its
20 general banking business; provided, however, that nothing
21 contained in this paragraph (c) shall be deemed to permit
22 a bank organized under this Act or subject hereto to do,
23 either directly or indirectly through any subsidiary, any
24 act, including the making of any loan or investment, or
25 to own, possess, or carry as assets any property that if
26 done by or owned, possessed, or carried by the State bank
27 would be in violation of or prohibited by any provision
28 of this Act.
29 The provisions of this subsection (12) shall not apply to
30 and shall not be deemed to limit the powers of a State bank
31 with respect to the ownership, possession, and carrying of
32 stock that a State bank is permitted to own, possess, or
33 carry under this Act.
34 Any bank intending to establish a subsidiary under this
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1 subsection (12) shall give written notice to the Commissioner
2 60 days prior to the subsidiary's commencing of business or,
3 as the case may be, prior to acquiring stock in a corporation
4 that has already commenced business. After receiving the
5 notice, the Commissioner may waive or reduce the balance of
6 the 60 day notice period. The Commissioner may specify the
7 form of the notice and may promulgate rules and regulations
8 to administer this subsection (12).
9 (13) To accept for payment at a future date not
10 exceeding one year from the date of acceptance, drafts drawn
11 upon it by its customers; and to issue, advise, or confirm
12 letters of credit authorizing the holders thereof to draw
13 drafts upon it or its correspondents.
14 (14) To own and lease personal property acquired by the
15 bank at the request of a prospective lessee and upon the
16 agreement of that person to lease the personal property
17 provided that the lease, the agreement with respect thereto,
18 and the amount of the investment of the bank in the property
19 comply with Section 35.1 of this Act.
20 (15) (a) To establish and maintain, in addition to the
21 main banking premises, branches offering any banking services
22 permitted at the main banking premises of a State bank.
23 (b) To establish and maintain, after May 31, 1997,
24 branches in another state that may conduct any activity in
25 that state that is authorized or permitted for any bank that
26 has a banking charter issued by that state, subject to the
27 same limitations and restrictions that are applicable to
28 banks chartered by that state.
29 (16) (Blank).
30 (17) To establish and maintain terminals, as authorized
31 by the Electronic Fund Transfer Act.
32 (18) To establish and maintain temporary service booths
33 at any International Fair held in this State which is
34 approved by the United States Department of Commerce, for the
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1 duration of the international fair for the sole purpose of
2 providing a convenient place for foreign trade customers at
3 the fair to exchange their home countries' currency into
4 United States currency or the converse. This power shall not
5 be construed as establishing a new place or change of
6 location for the bank providing the service booth.
7 (19) To indemnify its officers, directors, employees,
8 and agents, as authorized for corporations under Section 8.75
9 of the Business Corporation Act of 1983.
10 (20) To own, possess, and carry as assets stock of, or
11 be or become a member of, any corporation, mutual company,
12 association, trust, or other entity formed exclusively for
13 the purpose of providing directors' and officers' liability
14 and bankers' blanket bond insurance or reinsurance to and for
15 the benefit of the stockholders, members, or beneficiaries,
16 or their assets or businesses, or their officers, directors,
17 employees, or agents, and not to or for the benefit of any
18 other person or entity or the public generally.
19 (21) To make debt or equity investments in corporations
20 or projects, whether for profit or not for profit, designed
21 to promote the development of the community and its welfare,
22 provided that the aggregate investment in all of these
23 corporations and in all of these projects does not exceed 10%
24 5% of the unimpaired capital and unimpaired surplus of the
25 bank and provided that this limitation shall not apply to
26 creditworthy loans by the bank to those corporations or
27 projects. Upon written application to the Commissioner, a
28 bank may make an investment that would, when aggregated with
29 all other such investments, exceed 10% 5% of the unimpaired
30 capital and unimpaired surplus of the bank. The Commissioner
31 may approve the investment if he is of the opinion and finds
32 that the proposed investment will not have a material adverse
33 effect on the safety and soundness of the bank.
34 (22) To own, possess, and carry as assets the stock of a
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1 corporation engaged in the ownership or operation of a travel
2 agency or to operate a travel agency as a part of its
3 business, provided that the bank either owned, possessed, and
4 carried as assets the stock of such a corporation or operated
5 a travel agency as part of its business before July 1, 1991.
6 (23) With respect to affiliate facilities:
7 (a) to conduct at affiliate facilities any of the
8 following transactions for and on behalf of another
9 commonly owned bank, if so authorized by the other bank:
10 receiving deposits; cashing and issuing checks, drafts,
11 and money orders; changing money; and receiving payments
12 on existing indebtedness; and
13 (b) to authorize a commonly owned bank to conduct
14 for and on behalf of it any of the transactions listed in
15 this paragraph (23) at one or more affiliate facilities.
16 Any bank intending to conduct or to authorize a commonly
17 owned bank to conduct at an affiliate facility any of the
18 transactions specified in this paragraph (23) shall give
19 written notice to the Commissioner at least 30 days before
20 any such transaction is conducted at the affiliate facility.
21 (Source: P.A. 88-4; 89-208, eff. 9-29-95; 89-310, eff.
22 1-1-96; 89-364, eff. 8-18-95; 89-626, eff. 8-9-96.)
23 (205 ILCS 5/7) (from Ch. 17, par. 314)
24 Sec. 7. Organization capital requirements. A bank may be
25 organized to exercise the powers conferred by this Act with
26 minimum capital and, surplus and reserve for operating
27 expenses as determined by the Commissioner. The Commissioner
28 shall record such organization capital requirements in the
29 Office of the Secretary of State.
30 (Source: P.A. 84-1004.)
31 (205 ILCS 5/8) (from Ch. 17, par. 315)
32 Sec. 8. Incorporators. A State bank may be organized on
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1 application by 5 or more incorporators who shall be
2 individuals and residents of this State except that a bank
3 holding company may be the sole incorporator of a State bank.
4 Each incorporator shall undertake to subscribe and pay in
5 full in cash for stock having a value of not less than one
6 per cent of the minimum capital and, surplus and reserve for
7 operating expense requirements as set forth in Section 7,
8 except that incorporators of a State bank that will be owned
9 by a bank holding company may subscribe and pay in full in
10 cash for stock of the bank holding company, provided that the
11 incorporator's investment in the bank holding company must at
12 least equal the amount of money that would have been needed
13 for the incorporator to acquire shares of the bank's stock
14 pursuant to this Section.
15 (Source: P.A. 88-546.)
16 (205 ILCS 5/9) (from Ch. 17, par. 316)
17 Sec. 9. Contents of application. The application for a
18 permit to organize shall be in a form specified by the
19 Commissioner and shall be filed with the Commissioner signed
20 by each of the applicants and shall be acknowledged before
21 some officer authorized by law to acknowledge deeds. It shall
22 state:
23 (1) The name, residence, business or occupation and
24 address of each applicant, and a statement of the proposed
25 management;
26 (2) The name for the proposed bank;
27 (3) The location of the proposed bank;
28 (4) The amount of capital, surplus and reserve for
29 operating expenses for the proposed bank;
30 (5) The number of shares of capital stock, the number of
31 shares and classes of preferred stock, if any, the par value
32 of the capital stock and preferred stock, and the amount for
33 which each share of capital stock and preferred stock is to
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1 be sold;
2 (6) A statement of the financial worth of each of the
3 applicants;
4 (7) (Blank) Three references as to the personal
5 character of each of the applicants;
6 (8) Such other relevant information as the Commissioner
7 may require.
8 (Source: P.A. 86-754.)
9 (205 ILCS 5/13) (from Ch. 17, par. 320)
10 Sec. 13. Issuance of charter.
11 (a) When the directors have organized as provided in
12 Section 12 of this Act, and the capital stock and the
13 preferred stock, if any, together with a surplus of not less
14 than 50% of the capital, and a reserve for operating expenses
15 of at least 25% of the capital, has been all fully paid in
16 and a record of the same filed with the Commissioner, the
17 Commissioner or some competent person of the Commissioner's
18 appointment shall make a thorough examination into the
19 affairs of the proposed bank, and if satisfied that all the
20 requirements of this Act have been complied with, and that no
21 intervening circumstance has occurred to change the
22 Commissioner's findings made pursuant to Section 10 of this
23 Act, upon payment into the Commissioner's office of the
24 reasonable expenses of the examination, as determined by the
25 Commissioner, the Commissioner shall issue a charter
26 authorizing the bank to commence business as authorized in
27 this Act. All charters issued by the Commissioner or any
28 predecessor agency which chartered State banks, including any
29 charter outstanding as of September 1, 1989, shall be
30 perpetual. For the 2 years after the Commissioner has issued
31 a charter to a bank, the bank shall request and obtain from
32 the Commissioner prior written approval before it may change
33 senior management personnel or directors.
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1 The original charter, duly certified by the Commissioner,
2 shall be recorded, and the original or a certified copy shall
3 be evidence in all courts and places of the existence and
4 authority of the bank to do business. Upon the issuance
5 recording of the charter by the Commissioner, the bank shall
6 be deemed fully organized and may proceed to do business.
7 The Commissioner may, in the Commissioner's discretion,
8 withhold the issuing of the charter when the Commissioner has
9 reason to believe that the bank is organized for any purpose
10 other than that contemplated by this Act or that a commission
11 or fee has been paid in connection with the sale of the stock
12 of the bank. The Commissioner shall revoke the charter and
13 order liquidation in the event that the bank does not
14 commence a general banking business within one year from the
15 date of the issuance of the charter, unless a request has
16 been submitted, in writing, to the Commissioner for an
17 extension and the request has been approved. After
18 commencing a general banking business, a bank, upon written
19 notice to the Commissioner, may change its name.
20 (b) (1) The Commissioner may also issue a charter to a
21 bank that is owned exclusively by other depository
22 institutions or depository institution holding companies and
23 is organized to engage exclusively in providing services to
24 or for other depository institutions, their holding
25 companies, and the officers, directors, and employees of such
26 institutions and companies, and in providing correspondent
27 banking services at the request of other depository
28 institutions or their holding companies (also referred to as
29 a "bankers' bank").
30 (2) A bank chartered pursuant to paragraph (1) shall,
31 except as otherwise specifically determined by the
32 Commissioner, be vested with the same rights and privileges
33 and subject to the same duties, restrictions, penalties, and
34 liabilities now or hereafter imposed under this Act.
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1 (c) A bank chartered under this Act after November 1,
2 1985, and an out-of-state bank that merges with a State bank
3 and establishes or maintains a branch in this State after May
4 31, 1997, shall obtain from and, at all times while it
5 accepts or retains deposits, maintain with the Federal
6 Deposit Insurance Corporation, or such other instrumentality
7 of or corporation chartered by the United States, deposit
8 insurance as authorized under federal law.
9 (d) (i) A bank that has a banking charter issued by the
10 Commissioner under this Act may, pursuant to a written
11 purchase and assumption agreement, transfer substantially all
12 of its assets to another State bank or national bank in
13 consideration, in whole or in part, for the transferee banks'
14 assumption of any part or all of its liabilities. Such a
15 transfer shall in no way be deemed to impair the charter of
16 the transferor bank or cause the transferor bank to forfeit
17 any of its rights, powers, interests, franchises, or
18 privileges as a State bank, nor shall any voluntary reduction
19 in the transferor bank's activities resulting from the
20 transfer have any such effect; provided, however, that a
21 State bank that transfers substantially all of its assets
22 pursuant to this subsection (d) and following the transfer
23 does not accept deposits and make loans, shall not have any
24 rights, powers, interests, franchises, or privileges under
25 subsection (15) of Section 5 of this Act until the bank has
26 resumed accepting deposits and making loans.
27 (ii) The fact that a State bank does not resume
28 accepting deposits and making loans for a period of 24 months
29 commencing on September 11, 1989 or on a date of the transfer
30 of substantially all of a State bank's assets, whichever is
31 later, or such longer period as the Commissioner may allow in
32 writing, may be the basis for a finding by the Commissioner
33 under Section 51 of this Act that the bank is unable to
34 continue operations.
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1 (iii) The authority provided by subdivision (i) of this
2 subsection (d)(i) shall terminate on May 31, 1997, and no
3 bank that has transferred substantially all of its assets
4 pursuant to this subsection (d) shall continue in existence
5 after May 31, 1997.
6 (Source: P.A. 89-208, eff. 9-29-95; 89-567, eff. 7-26-96;
7 89-603, eff. 8-2-96; revised 9-9-96.)
8 (205 ILCS 5/13.5 new)
9 Sec. 13.5. Formation and merger of interim banks.
10 (a) An interim bank may be chartered as a State bank for
11 the exclusive purpose of accomplishing a corporate
12 restructuring through merger with an existing State bank. An
13 interim bank shall be chartered and merged pursuant to the
14 provisions of this Section. The interim bank shall not
15 accept deposits, make loans, pay checks, or engage in the
16 general banking business or any part thereof, and shall not
17 be subject to the provisions of this Act other than those set
18 forth in this Section; provided, however, that if the interim
19 bank becomes the resulting bank in a merger, such resulting
20 bank shall have all of the powers, rights, and duties of a
21 State bank and must comply with all applicable provisions of
22 this Act.
23 (b) An interim State bank may be organized upon
24 application by 5 or more incorporators or by a bank holding
25 company. The application shall be made on forms prescribed
26 by the Commissioner which shall request, at a minimum, the
27 following information:
28 (1) the names and addresses of the incorporators;
29 (2) the proposed name and address of the interim
30 bank;
31 (3) the name and address of all banks with which
32 the interim bank will be merging;
33 (4) a copy of the merger agreement by which the
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1 interim bank will be merged with the banks identified in
2 item (3) containing the same information required in
3 merger agreements pursuant to subsection (1) of Section
4 22 of this Act; and
5 (5) an acknowledgement that the interim bank shall
6 not engage in the general banking business or any part
7 thereof unless and until the interim bank becomes the
8 resulting bank in a merger.
9 (c) The merger agreement must be approved by all of the
10 incorporators of the interim bank and must be approved by the
11 existing State bank with which the interim bank will merge,
12 as required by Section 22 of this Act.
13 (d) Upon receipt of the application to organize the
14 interim bank and the merger agreement submitted pursuant to
15 this Section and Section 22 of this Act, the Commissioner may
16 issue a charter to the interim bank and approve the merger
17 agreement if the Commissioner makes the findings set forth in
18 subsection (3) of Section 22 of this Act. The interim bank's
19 charter shall not take effect until, and shall only be
20 effective for purposes of, the merger.
21 (e) Nothing in this Section affects the obligations of
22 an existing State bank with which the interim bank will
23 merge, or the rights of minority or dissenting shareholders
24 of the existing State bank, in connection with the approval,
25 execution, and accomplishment of a merger agreement as
26 provided elsewhere in this Act.
27 (205 ILCS 5/14) (from Ch. 17, par. 321)
28 Sec. 14. Stock. Unless otherwise provided for in this Act
29 provisions of general application to stock of a state bank
30 shall be as follows:
31 (1) All banks shall have their capital divided into
32 shares of a par value of not less than one dollar each and
33 not more than one hundred dollars each. No issue of capital
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1 stock or preferred stock shall be valid until not less than
2 the par value of all such stock so issued shall be paid in
3 and notice thereof by the president, a vice-president or
4 cashier of the bank has been transmitted to the Commissioner.
5 In the case of an increase in capital stock by the
6 declaration of a stock dividend, the capitalization of
7 retained earnings effected by such stock dividend shall
8 constitute the payment for such shares required by the
9 preceding sentence, provided that the surplus of said bank
10 after such stock dividend shall be at least equal to fifty
11 per cent of the capital as increased. The charter shall not
12 limit or deny the voting power of the shares of any class of
13 stock except as provided in Section 15(3) of this Act.
14 (2) Pursuant to action taken in accordance with the
15 requirements of Section 17, a bank may issue preferred stock
16 of one or more classes as shall be approved by the
17 Commissioner as hereinafter provided, and make such amendment
18 to its charter as may be necessary for this purpose; but in
19 the case of any newly organized bank which has not yet issued
20 capital stock the requirements of Section 17 shall not apply.
21 (3) Without limiting the authority herein contained a
22 bank, when so provided in its charter and when approved by
23 the Commissioner, may issue shares of preferred stock:
24 (a) Subject to the right of the bank to redeem any of
25 such shares at not exceeding the price fixed by the charter
26 for the redemption thereof;
27 (b) Subject to the provisions of subsection (8) of this
28 Section 14 entitling the holders thereof to cumulative or
29 noncumulative dividends;
30 (c) Having preference over any other class or classes of
31 shares as to the payment of dividends;
32 (d) Having preference as to the assets of the bank over
33 any other class or classes of shares upon the voluntary or
34 involuntary liquidation of the bank;
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1 (e) Convertible into shares of any other class of stock,
2 provided that preferred shares shall not be converted into
3 shares of a different par value unless that part of the
4 capital of the bank represented by such preferred shares is
5 at the time of the conversion equal to the aggregate par
6 value of the shares into which the preferred shares are to be
7 converted.
8 (4) If any part of the capital of a bank consists of
9 preferred stock, the determination of whether or not the
10 capital of such bank is impaired and the amount of such
11 impairment shall be based upon the par value of its stock
12 even though the amount which the holders of such preferred
13 stock shall be entitled to receive in the event of retirement
14 or liquidation shall be in excess of the par value of such
15 preferred stock.
16 (5) Pursuant to action taken in accordance with the
17 requirements of Section 17 of this Act, a state bank may
18 provide for a specified number of authorized but unissued
19 shares of capital stock for one or more of the following
20 purposes:
21 (a) Reserved for issuance under stock option plan or
22 plans to directors, officers or employees;
23 (b) Reserved for issuance upon conversion of convertible
24 preferred stock issued pursuant to and in compliance with the
25 provisions of subsections (2) and (3) of this Section 14.
26 (c) Reserved for issuance upon conversion of convertible
27 debentures or other convertible evidences of indebtedness
28 issued by a state bank, provided always that the terms of
29 such conversion have been approved by the Commissioner;
30 (d) Reserved for issuance by the declaration of a stock
31 dividend. If and when any shares of capital stock are
32 proposed to be authorized and reserved for any of the
33 purposes set forth in subparagraphs (a), (b) or (c) above,
34 the notice of the meeting, whether special or annual, of
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1 stockholders at which such proposition is to be considered
2 shall be accompanied by a statement setting forth or
3 summarizing the terms upon which the shares of capital stock
4 so reserved are to be issued, and the extent to which any
5 preemptive rights of stockholders are inapplicable to the
6 issuance of the shares so reserved or to the convertible
7 preferred stock or convertible debentures or other
8 convertible evidences of indebtedness, and the approving vote
9 of the holders of at least two-thirds of the outstanding
10 shares of stock entitled to vote at such meeting of the terms
11 of such issuance shall be requisite for the adoption of any
12 amendment providing for the reservation of authorized but
13 unissued shares for any of said purposes. Nothing in this
14 subsection (5) contained shall be deemed to authorize the
15 issuance of any capital stock for a consideration less than
16 the par value thereof.
17 (6) Upon written application to the Commissioner 60 days
18 prior to the proposed purchase and receipt of the written
19 approval of the Commissioner, a state bank may purchase and
20 hold as treasury stock such amounts of the total number of
21 issued and outstanding shares of its capital and preferred
22 stock outstanding as the Commissioner determines is
23 consistent with safety and soundness of the bank. The
24 Commissioner may specify the manner of accounting for the
25 treasury stock and the form of notice prior to ultimate
26 disposition of the shares. Except as authorized in this
27 subsection, it shall not be lawful for a state bank to
28 purchase or hold any additional such shares or securities
29 described in subsection (2) of Section 37 unless necessary to
30 prevent loss upon a debt previously contracted in good faith,
31 in which event such shares or securities so purchased or
32 acquired shall, within 6 months from the time of purchase or
33 acquisition, be sold or disposed of at public or private
34 sale. Any state bank which intends to purchase and hold
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1 treasury stock as authorized in this subsection (6) shall
2 file a written application with the Commissioner 60 days
3 prior to any such proposed purchase. The application shall
4 state the number of shares to be purchased, the consideration
5 for the shares, the name and address of the person from whom
6 the shares are to be purchased, if known, and the total
7 percentage of its issued and outstanding shares to be held by
8 the bank after the purchase. The total consideration paid by
9 a state bank for treasury stock shall reduce capital and
10 surplus of the bank for purposes of Sections of this Act
11 relating to lending and investment limits which require
12 computation of capital and surplus. After considering and
13 approving an application to purchase and hold treasury stock
14 under this subsection, the Commissioner may waive or reduce
15 the balance of the 60 day application period. The
16 Commissioner may specify the form of the application for
17 approval to acquire treasury stock and promulgate rules and
18 regulations for the administration of this subsection (6). A
19 state bank may, acquire or resell its owns shares as treasury
20 stock pursuant to this subsection (6) without a change in its
21 charter pursuant to Section 17. Such stock may be held for
22 any purpose permitted in subsection (5) of this Section 14 or
23 may be resold upon such reasonable terms as the board of
24 directors may determine provided notice is given to the
25 Commissioner prior to the resale of such stock.
26 (7) During the time that a state bank shall continue its
27 banking business, it shall not withdraw or permit to be
28 withdrawn, either in the form of dividends or otherwise, any
29 portion of its capital, but nothing in this subsection shall
30 prevent a reduction or change of the capital stock or the
31 preferred stock under the provisions of Sections 17 through
32 30 of this Act, a purchase of treasury stock under the
33 provisions of subsection (6) of this Section 14 or a
34 redemption of preferred stock pursuant to charter provisions
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1 therefor.
2 (8)(a) Subject to the provisions of this Act, the board
3 of directors of a state bank from time to time may declare a
4 dividend of so much of the net profits of such bank as it
5 shall judge expedient, but each bank before the declaration
6 of a dividend shall carry at least one-tenth of its net
7 profits since the date of the declaration of the last
8 preceding dividend, or since the issuance of its charter in
9 the case of its first dividend, to its surplus until the same
10 shall be equal to its capital.
11 (b) No dividends shall be paid by a state bank while it
12 continues its banking business to an amount greater than its
13 net profits then on hand, deducting first therefrom its
14 losses and bad debts. All debts due to a state bank on which
15 interest is past due and unpaid for a period of 6 months or
16 more, unless the same are well secured and in the process of
17 collection, shall be considered bad debts.
18 (Source: P.A. 86-754.)
19 (205 ILCS 5/16) (from Ch. 17, par. 323)
20 Sec. 16. Directors. The business and affairs of a State
21 bank shall be managed by its board of directors that shall
22 exercise its powers as follows:
23 (1) Directors shall be elected as provided in this Act.
24 Any omission to elect a director or directors shall not
25 impair any of the rights and privileges of the bank or of any
26 person in any way interested. The existing directors shall
27 hold office until their successors are elected and qualify.
28 (2) (a) Notwithstanding the provisions of any charter
29 heretofore or hereafter issued, the number of directors,
30 not fewer than 5 nor more than 25, may be fixed from time
31 to time by the stockholders at any meeting of the
32 stockholders called for the purpose of electing directors
33 or changing the number thereof by the affirmative vote of
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1 at least two-thirds of the outstanding stock entitled to
2 vote at the meeting, and the number so fixed shall be the
3 board regardless of vacancies until the number of
4 directors is thereafter changed by similar action. At
5 least a majority of the directors must have resided in
6 the State of Illinois or within 100 miles of the main
7 banking premises for at least one year immediately
8 preceding their election and must be residents of the
9 State of Illinois or the territory within 100 miles of
10 the main banking premises during their continuance in
11 office. Any director who becomes disqualified shall
12 forthwith resign his office.
13 (b) Notwithstanding the minimum number of directors
14 specified in paragraph (a) of this subsection, a State
15 bank that has been in existence for 10 years or more and
16 has less than $20,000,000 in assets, as of the December
17 31 immediately preceding the annual meeting of
18 shareholders at which directors are elected, may, subject
19 to the approval of the Commissioner, have a minimum of 3
20 directors; provided that if a State bank has fewer than 5
21 directors, at least one director shall not be an officer
22 or employee of the bank. The Commissioner shall annually
23 review the appropriateness of the grant of authority to
24 have a reduced minimum number of directors pursuant to
25 this paragraph (b).
26 (3) Except as otherwise provided in this paragraph (3),
27 directors shall hold office until the next annual meeting of
28 the stockholders succeeding their election or until their
29 successors are elected and qualify. If the board of directors
30 consists of 6 or more members, in lieu of electing the
31 membership of the whole board of directors annually, the
32 charter or by-laws of a State bank may provide that the
33 directors shall be divided into either 2 or 3 classes, each
34 class to be as nearly equal in number as is possible. The
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1 term of office of directors of the first class shall expire
2 at the first annual meeting of the stockholders after their
3 election, that of the second class shall expire at the second
4 annual meeting after their election, and that of the third
5 class, if any, shall expire at the third annual meeting after
6 their election. At each annual meeting after classification,
7 the number of directors equal to the number of the class
8 whose terms expire at the time of the meeting shall be
9 elected to hold office until the second succeeding annual
10 meeting, if there be 2 classes, or until the third succeeding
11 annual meeting, if there be 3 classes. Vacancies may be
12 filled by stockholders at a special meeting called for the
13 purpose.
14 If authorized by the bank's by-laws or an amendment
15 thereto, the directors of a State bank may properly fill a
16 vacancy or vacancies arising between shareholders' meetings,
17 but at no time may the number of directors selected to fill a
18 vacancy in this manner during any interim period between
19 shareholders' meetings exceed 33 1/3% of the total membership
20 of the board of directors.
21 (4) The board of directors shall hold regular meetings
22 at least once each month, provided that, upon prior written
23 approval by the Commissioner, the board of directors may hold
24 regular meetings less frequently than once each month but at
25 least once each calendar quarter. A special meeting of the
26 board of directors may be held as provided by the by-laws. A
27 special meeting of the board of directors may also be held
28 upon call by the Commissioner or a bank examiner appointed
29 under the provisions of this Act upon not less than 12 hours
30 notice of the meeting by personal service of the notice or by
31 mailing the notice to each of the directors at his residence
32 as shown by the books of the bank. A majority of the board
33 of directors shall constitute a quorum for the transaction of
34 business unless a greater number is required by the charter
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1 or the by-laws. The act of the majority of the directors
2 present at a meeting at which a quorum is present shall be
3 the act of the board of directors unless the act of a greater
4 number is required by the charter or by the by-laws.
5 (5) A member of the board of directors shall be elected
6 president. The board of directors may appoint other officers,
7 as the by-laws may provide, and fix their salaries to carry
8 on the business of the bank. The board of directors may make
9 and amend by-laws (not inconsistent with this Act) for the
10 government of the bank and may, by the affirmative vote of a
11 majority of the board of directors, establish reasonable
12 compensation of all directors for services to the corporation
13 as directors, officers, or otherwise. An officer, whether
14 elected or appointed by the board of directors or appointed
15 pursuant to the by-laws, may be removed by the board of
16 directors at any time.
17 (6) The board of directors shall cause suitable books
18 and records of all the bank's transactions to be kept.
19 (7) In discharging the duties of their respective
20 positions, the board of directors, committees of the board,
21 and individual directors may, in considering the best long
22 term and short term interests of the bank, consider the
23 effects of any action (including, without limitation, action
24 that may involve or relate to a merger or potential merger or
25 to a change or potential change in control of the bank) upon
26 employees, depositors, suppliers, and customers of the
27 corporation or its subsidiaries, communities in which the
28 main banking premises, branches, offices, or other
29 establishments of the bank or its subsidiaries are located,
30 and all pertinent factors.
31 (Source: P.A. 88-532; 88-636, eff. 9-9-94; 89-364, eff.
32 8-18-95.)
33 (205 ILCS 5/16.5 new)
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1 Sec. 16.5. Employment of persons with convictions.
2 Except with the prior written consent of the Commissioner, no
3 State bank shall knowingly employ or otherwise permit an
4 individual to serve as an officer, director, employee, or
5 agent of the State bank if the individual has been convicted
6 of a felony or of any criminal offense relating to dishonesty
7 or breach of trust.
8 (205 ILCS 5/17) (from Ch. 17, par. 324)
9 Sec. 17. Changes in charter.
10 (a) By compliance with the provisions of this Act a
11 State bank may:
12 (1) Change its main banking premises provided that
13 there shall not be a removal to a new location without
14 complying with the capital requirements of Section 7 and
15 of subsection (1) of Section 10 hereof, nor unless the
16 Commissioner shall find that the convenience and needs of
17 the area sought to be served by the bank at its proposed
18 new location will be promoted.
19 (2) Increase, decrease or change its capital stock,
20 whether issued or unissued, provided that in no case
21 shall the capital be diminished to the prejudice of its
22 creditors;
23 (3) Provide for authorized but unissued capital
24 stock reserved for issuance for one or more of the
25 purposes provided for in subsection (5) of Section 14
26 hereof;
27 (4) Authorize preferred stock, or increase,
28 decrease or change the preferences, qualifications,
29 limitations, restrictions or special or relative rights
30 of its preferred stock, whether issued or unissued,
31 provided that in no case shall the capital be diminished
32 to the prejudice of its creditors;
33 (5) Increase, decrease or change the par value of
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1 its shares of its capital stock or preferred stock,
2 whether issued or unissued;
3 (6) Extend the duration of its charter;
4 (7) Eliminate cumulative voting rights under all or
5 specified circumstances, or eliminate voting rights
6 entirely, as to any class or classes or series of stock
7 of the bank pursuant to paragraph (3) of Section 15,
8 provided that one class of shares or series thereof shall
9 always have voting in respect to all matters in the bank,
10 and provided further that the proposal to eliminate such
11 voting rights receives the approval of the holders of 70%
12 of the outstanding shares of stock entitled to vote as
13 provided in paragraph (7) of subsection (b) of this
14 Section 17; or
15 (8) Make such other change in its charter as may be
16 authorized in this Act.
17 (b) To effect a change or changes in a State bank's
18 charter as provided for in this Section 17:
19 (1) The board of directors shall adopt a resolution
20 setting forth the proposed amendment and directing that
21 it be submitted to a vote at a meeting of stockholders,
22 which may be either an annual or special meeting.
23 (2) If the meeting is a special meeting, written or
24 printed notice setting forth the proposed amendment or
25 summary thereof shall be given to each stockholder of
26 record entitled to vote at such meeting at least 30 days
27 before such meeting and in the manner provided in this
28 Act for the giving of notice of meetings of stockholders.
29 (3) At such special meeting, a vote of the
30 stockholders entitled to vote shall be taken on the
31 proposed amendment. Except as provided in paragraph (7)
32 of this subsection (b), the proposed amendment shall be
33 adopted upon receiving the affirmative vote of the
34 holders of at least two-thirds of the outstanding shares
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1 of stock entitled to vote at such meeting, unless holders
2 of preferred stock are entitled to vote as a class in
3 respect thereof, in which event the proposed amendment
4 shall be adopted upon receiving the affirmative vote of
5 the holders of at least two-thirds of the outstanding
6 shares of each class of shares entitled to vote as a
7 class in respect thereof and of the total outstanding
8 shares entitled to vote at such meeting. Any number of
9 amendments may be submitted to the stockholders and voted
10 upon by them at one meeting. A certificate of the
11 amendment, or amendments, verified by the president, or a
12 vice-president, or the cashier, shall be filed
13 immediately in the office of the Commissioner.
14 (4) At any annual meeting without a resolution of
15 the board of directors and without a notice and prior
16 publication, as hereinabove provided, a proposition for a
17 change in the bank's charter as provided for in this
18 Section 17 may be submitted to a vote of the stockholders
19 entitled to vote at the annual meeting, except that no
20 proposition for authorized but unissued capital stock
21 reserved for issuance for one or more of the purposes
22 provided for in subsection (5) of Section 14 hereof shall
23 be submitted without complying with the provisions of
24 said subsection. The proposed amendment shall be adopted
25 upon receiving the affirmative vote of the holders of at
26 least two-thirds of the outstanding shares of stock
27 entitled to vote at such meeting, unless holders of
28 preferred stock are entitled to vote as a class in
29 respect thereof, in which event the proposed amendment
30 shall be adopted upon receiving the affirmative vote of
31 the holders of at least two-thirds of the outstanding
32 shares of each class of shares entitled to vote as a
33 class in respect thereof and the total outstanding shares
34 entitled to vote at such meeting. A certificate of the
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1 amendment, or amendments, verified by the president, or a
2 vice-president or cashier, shall be filed immediately in
3 the office of the Commissioner.
4 (5) If an amendment or amendments shall be approved
5 in writing by the Commissioner, a like certificate,
6 together with the Commissioner's written approval, shall
7 be recorded, a file marked copy delivered to the
8 Commissioner, and thereupon the amendment or amendments
9 so adopted and so approved shall be accomplished in
10 accordance with the vote of the stockholders. The
11 Commissioner shall revoke such approval in the event such
12 amendment or amendments are not effected within one year
13 from the date of the issuance of the Commissioner's
14 certificate and written approval except for transactions
15 permitted under subsection (5) of Section 14 of this Act.
16 (6) No amendment or amendments shall affect suits
17 in which the bank is a party, nor affect causes of
18 action, nor affect rights of persons in any particular,
19 nor shall actions brought against such bank by its former
20 name be abated by a change of name.
21 (7) A proposal to amend the charter to eliminate
22 cumulative voting rights under all or specified
23 circumstances, or to eliminate voting rights entirely, as
24 to any class or classes or series or stock of a bank,
25 pursuant to paragraph (3) of Section 15 and paragraph (7)
26 of subsection (a) of this Section 17, shall be adopted
27 only upon such proposal receiving the approval of the
28 holders of 70% of the outstanding shares of stock
29 entitled to vote at the meeting where the proposal is
30 presented for approval, unless holders of preferred stock
31 are entitled to vote as a class in respect thereof, in
32 which event the proposed amendment shall be adopted upon
33 receiving the approval of the holders of 70% of the
34 outstanding shares of each class of shares entitled to
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1 vote as a class in respect thereof and of the total
2 outstanding shares entitled to vote at the meeting where
3 the proposal is presented for approval. The proposal to
4 amend the charter pursuant to this paragraph (7) may be
5 voted upon at the annual meeting or a special meeting.
6 (c) The purchase and holding and later resale of
7 treasury stock of a state bank pursuant to the provisions of
8 subsection (6) of Section 14 may be accomplished without a
9 change in its charter reflecting any decrease or increase in
10 capital stock.
11 (Source: P.A. 88-546; 89-541, eff. 7-19-96.)
12 (205 ILCS 5/32) (from Ch. 17, par. 339)
13 Sec. 32. Basic loaning limits. The liabilities
14 outstanding at one time to a state bank of a person for money
15 borrowed, including the liabilities of a partnership or joint
16 venture in the liabilities of the several members thereof,
17 shall not exceed 20% of the amount of the unimpaired capital
18 and unimpaired surplus of the bank.
19 The liabilities to any state bank of a person may exceed
20 20% of the unimpaired capital and unimpaired surplus of the
21 bank, provided that (i) the excess amount from time to time
22 outstanding is fully secured by readily marketable collateral
23 having a market value, as determined by reliable and
24 continuously available quotations, at least equal to the
25 excess amount outstanding; and (ii) the total liabilities
26 shall not exceed 30% of the unimpaired capital and unimpaired
27 surplus of the bank.
28 The following shall not be considered as money borrowed
29 within the meaning of this Section:
30 (1) The purchase of discount of bills of exchange
31 drawn in good faith against actually existing values.
32 (2) The purchase or discount of commercial or
33 business paper actually owned by the person negotiating
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1 the same.
2 (3) The purchase of or loaning money in exchange
3 for evidences of indebtedness which shall be secured by
4 mortgage or trust deed upon productive real estate the
5 value of which, as ascertained by the oath of 2 qualified
6 appraisers, neither of whom shall be an officer,
7 director, or employee of the bank or of any subsidiary or
8 affiliate of the bank, is double the amount of the
9 principal debt secured at the time of the original
10 purchase of evidence of indebtedness or loan of money and
11 which is still double the amount of the principal debt
12 secured at the time of any renewal of the indebtedness or
13 loan, and which mortgage or trust deed is shown, either
14 by a guaranty policy of a title guaranty company approved
15 by the Commissioner or by a registrar's certificate of
16 title in any county having adopted the provisions of the
17 Registered Titles (Torrens) Act, or by the opinion of an
18 attorney-at-law, to be a first lien upon the real estate
19 therein described, and real estate shall not be deemed to
20 be encumbered within the meaning of this subsection (3)
21 by reason of the existence of instruments reserving
22 rights-of-way, sewer rights and rights in wells, building
23 restrictions or other restrictive covenants, nor by
24 reason of the fact it is subject to lease under which
25 rents or profits are reserved by the owners.
26 (4) The purchase of marketable investment
27 securities.
28 (5) The liability to a state bank of a person who
29 is an accommodation party to, or guarantor of payment
30 for, any evidence of indebtedness of another person who
31 obtains a loan from or discounts paper with or sells
32 paper to the state bank; but the total liability to a
33 state bank of a person as an accommodation party or
34 guarantor of payment in respect of such evidences of
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1 indebtedness shall not exceed 20% of the amount of the
2 unimpaired capital and unimpaired surplus of the bank;
3 provided however that the liability of an accommodation
4 party to paper excepted under subsection 2 of this
5 Section shall not be included in the computation of this
6 limitation.
7 (6) The liability to a state bank of a person, who
8 as a guarantor, guarantees collection of the obligation
9 or indebtedness of another person.
10 The total liabilities of any one person, for money
11 borrowed, or otherwise, shall not exceed 25% of the deposits
12 of the bank, and those total liabilities shall at no time
13 exceed 50% of the amount of the unimpaired capital and
14 unimpaired surplus of the bank. Absent an actual unremedied
15 breach, the obligation or responsibility for breach of
16 warranties or representations, express or implied, of a
17 person transferring negotiable or non-negotiable paper to a
18 bank without recourse and without guaranty of payment, shall
19 not be included in determining the amount of liabilities of
20 the person to the bank for borrowed money or otherwise; and
21 in the event of and to the extent of an unremedied breach,
22 the amount remaining unpaid for principal and interest on the
23 paper in respect of which the unremedied breach exists shall
24 thereafter for the purpose of determining whether subsequent
25 transactions giving rise to additional liability of the
26 person to the state bank for borrowed money or otherwise are
27 within the limitations of Sections 32 through 34 of this Act,
28 be included in computing the amount of liabilities of the
29 person for borrowed money or otherwise.
30 The liability of a person to a state bank on account of
31 acceptances made or issued by the state bank on behalf of the
32 person shall be included in the computation of the total
33 liabilities of the person for money borrowed except to the
34 extent the acceptances grow out of transactions of the
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1 character described in subsection (6) of Section 34 of this
2 Act and are otherwise within the limitations of that
3 subsection; provided nevertheless that any such excepted
4 acceptances acquired by the state bank which accepted the
5 same shall be included in the computation of the liabilities
6 of the person to the state bank for money borrowed.
7 (Source: P.A. 88-546; 89-364, eff. 8-18-95.)
8 (205 ILCS 5/34) (from Ch. 17, par. 342)
9 Sec. 34. Exceptions to loans and investment limits. The
10 limitations in Sections 32, and 33, and 35.1 of this Act upon
11 the liabilities of any one person and upon the purchase and
12 holding of marketable investment securities shall not apply:
13 (1) To the extent of 50% of the unimpaired capital and
14 unimpaired surplus of any bank, to loans to or obligations of
15 any person to the extent that the loan shall be secured by a
16 like amount of obligations of or guaranteed by the United
17 States or by the State of Illinois, or by a like amount of
18 obligations of any corporation wholly owned directly or
19 indirectly by the United States or of any agency or
20 instrumentality of the United States or of the State of
21 Illinois, including any unit of local government or school
22 district, provided that the total liabilities to any bank of
23 any one person shall not exceed 50% of such unimpaired
24 capital and unimpaired surplus.
25 (2) To the extent of 30% of the unimpaired capital and
26 unimpaired surplus of any bank, to loans to or obligations of
27 any person to the extent that the same shall be secured by
28 shipping documents or instruments transferring or securing
29 title covering livestock or giving a lien on livestock when
30 the market value of the livestock securing the obligation is
31 not at the time of the making of the loan less than 115% of
32 the principal amount of the obligation, provided that the
33 total liabilities to any bank of any one person shall not
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1 exceed 50% of the unimpaired capital and unimpaired surplus.
2 (3) To the extent of the unimpaired capital and
3 unimpaired surplus of any bank, to the purchase of or holding
4 by any bank of the general obligations of each municipality
5 located in the State of Illinois or in any other state of the
6 United States or to the purchase of or holding of the tax
7 anticipation warrants of each such municipality.
8 (4) To the obligations as endorser, whether with or
9 without recourse, or as guarantor, whether conditional or
10 unconditional, of negotiable or nonnegotiable installment
11 consumer paper of the person transferring the same if the
12 bank's files or the knowledge of its officers of the
13 financial condition of each maker of those obligations is
14 reasonably adequate and if an officer of the bank, designated
15 for that purpose by the board of directors of the bank,
16 certifies that the responsibility of each maker of the
17 obligations has been evaluated and that the bank is relying
18 primarily upon each maker for the payment of the obligations;
19 certification shall be in writing and shall be retained as
20 part of the records of the bank.
21 (5) To the issuance, advice, or confirmation of letters
22 of credit; however, if the letter of credit is a standby
23 letter of credit, it shall be included within the limit under
24 Section 32 for the person who has procured the issuance of
25 the standby letter of credit unless the issuing bank has, at
26 the time of issuance, an irrevocable commitment by another
27 bank to purchase or participate out any amounts that may
28 later be drawn under the letter of credit that would create a
29 loan in excess of the limits under Section 32 for the person
30 or the amounts are secured by pledge of United States
31 government securities, a segregated deposit account, or
32 other security that would exempt a loan so secured by
33 application of Section 34 or 35 of this Act; if, however, a
34 commitment to purchase or participate is in place, the
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1 amounts are not included in the limits under Section 32 for
2 the person until drafts are presented upon the letter.
3 (6) To the acceptance of drafts or bills of exchange
4 that grow out of transactions involving the importation or
5 exportation of goods; or that grow out of transactions
6 involving the domestic shipment of goods, provided documents
7 of title covering the goods secure the acceptances at the
8 time of acceptance; or that are secured at the time of
9 acceptances by documents of title covering readily marketable
10 staples; but the aggregate amount of these acceptances by any
11 State bank on behalf of any one person at any one time
12 outstanding shall not exceed 20% of the unimpaired capital
13 and unimpaired surplus of the bank unless the part thereof in
14 excess of that percentum of unimpaired capital and unimpaired
15 surplus is and will remain secured by accompanying documents
16 of title or proceeds thereof growing out of the same
17 transaction or by substituted security of similar character;
18 provided further, however, that the aggregate amount of the
19 acceptances on behalf of any one person outstanding at any
20 one time shall not exceed 50% of the amount of unimpaired
21 capital and unimpaired surplus of the bank. The provisions of
22 this paragraph (6) apply to the acceptances by a State bank
23 on behalf of any one person and not to the purchase by a
24 State bank of other banks' acceptances. A State bank may
25 purchase acceptances from other banks in amounts not to
26 exceed 50% of the State bank's unimpaired capital and
27 unimpaired surplus from any one bank.
28 (7) To the extent of 20% of the unimpaired capital and
29 unimpaired surplus of any bank, to the purchase of or holding
30 by any bank of obligations of the State of Israel or
31 obligations fully guaranteed by the State of Israel as to
32 payment of principal and interest.
33 (Source: P.A. 87-132; 88-546.)
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1 (205 ILCS 5/35) (from Ch. 17, par. 343)
2 Sec. 35. Exemptions from loan and investment limits. The
3 limitations in Sections 32, 33, and 34, and 35.1 upon the
4 liabilities of any one person and upon the purchase or
5 holding of marketable investment securities shall not apply
6 to the following as to which there shall be no limitation:
7 (1) Obligations of, or guaranteed by the United States.
8 (2) Loans to or obligations of any person to the extent
9 that they are secured by not less than a like amount of bonds
10 or notes of the United States, or certificates of
11 indebtedness of the United States, or Treasury Bills of the
12 United States or obligations fully guaranteed as to both
13 principal and interest by the United States, or to the extent
14 that the same shall be secured or covered by guaranty or by
15 commitment or agreement to take over or purchase, made by any
16 Federal Reserve Bank or by the United States or any
17 department, bureau, board, commission or establishment of the
18 United States, including any corporation wholly owned,
19 directly or indirectly, by the United States.
20 (3) Obligations of any corporation wholly owned,
21 directly or indirectly, by the United States or of any agency
22 or instrumentality of the United States.
23 (4) General obligations and tax anticipation warrants of
24 each state of the United States and general obligations of
25 each municipality located in whole or in part in the county
26 in which the bank is located.
27 (5) Loans to or obligations of any person to the extent
28 that they are secured by not less than the same amount of
29 general obligations and tax anticipation warrants of each
30 state of the United States and of each municipality located
31 in whole or in part in the county in which the bank is
32 located.
33 (6) Loans to or obligations of or investments in those
34 subsidiaries, established or acquired pursuant to subsection
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1 (12) of Section 5 of this Act, all of the stock of which is
2 owned by the bank.
3 (7) Loans or extensions of credit secured by a
4 segregated deposit account in the lending bank.
5 (8) Obligations of the State of Illinois, and obligations
6 guaranteed by the State of Illinois to the extent of the
7 guarantee.
8 (9) To the ownership of certificates of participation in
9 open-end investment companies registered with the Securities
10 and Exchange Commission under the Investment Company Act of
11 1940 and Securities Act of 1933, provided the portfolios of
12 such investment companies consist wholly of investments in
13 which the bank could invest directly without limitation.
14 (Source: P.A. 86-368; 86-635; 86-754; 86-1028.)
15 (205 ILCS 5/48) (from Ch. 17, par. 359)
16 Sec. 48. Commissioner's powers; duties. The Commissioner
17 shall have the powers and authority, and is charged with the
18 duties and responsibilities designated in this Act, and a
19 State bank shall not be subject to any other visitorial power
20 other than as authorized by this Act, except those vested in
21 the courts, or upon prior consultation with the Commissioner,
22 a foreign bank regulator with an appropriate supervisory
23 interest in the parent or affiliate of a state bank. In the
24 performance of the Commissioner's duties:
25 (1) The Commissioner shall call for statements from all
26 State banks as provided in Section 47 at least one time
27 during each calendar quarter.
28 (2) (a) The Commissioner, as often as the Commissioner
29 shall deem necessary or proper, and no less frequently than
30 18 months following the preceding examination at least once
31 in each year, shall appoint a suitable person or persons to
32 make an examination of the affairs of every State bank,
33 except that for every eligible State bank, as defined by
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1 regulation, the Commissioner in lieu of the an annual
2 examination may every other year shall accept on an
3 alternating basis the examination made by the eligible State
4 bank's appropriate federal banking agency pursuant to Section
5 111 of the Federal Deposit Insurance Corporation Improvement
6 Act of 1991, provided the appropriate federal banking agency
7 has made such an examination. A person so appointed shall not
8 be a stockholder or officer or employee of any bank which
9 that person may be directed to examine, and shall have powers
10 to make a thorough examination into all the affairs of the
11 bank and in so doing to examine any of the officers or agents
12 or employees thereof on oath and shall make a full and
13 detailed report of the condition of the bank to the
14 Commissioner. In making the examination the examiners shall
15 include an examination of the affairs of all the affiliates
16 of the bank, as defined in subsection (b) of Section 35.2 of
17 this Act, as shall be necessary to disclose fully the
18 conditions of the affiliates, the relations between the bank
19 and the affiliates and the effect of those relations upon the
20 affairs of the bank, and in connection therewith shall have
21 power to examine any of the officers, directors, agents, or
22 employees of the affiliates on oath. After May 31, 1997, the
23 Commissioner may enter into cooperative agreements with state
24 regulatory authorities of other states to provide for
25 examination of State bank branches in those states, and the
26 Commissioner may accept reports of examinations of State bank
27 branches from those state regulatory authorities. These
28 cooperative agreements may set forth the manner in which the
29 other state regulatory authorities may be compensated for
30 examinations prepared for and submitted to the Commissioner.
31 (b) After May 31, 1997, the Commissioner is authorized
32 to examine, as often as the Commissioner shall deem necessary
33 or proper, branches of out-of-state banks. The Commissioner
34 may establish and may assess fees to be paid to the
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1 Commissioner for examinations under this subsection (b). The
2 fees shall be borne by the out-of-state bank, unless the fees
3 are borne by the state regulatory authority that chartered
4 the out-of-state bank, as determined by a cooperative
5 agreement between the Commissioner and the state regulatory
6 authority that chartered the out-of-state bank.
7 (2.5) Whenever any State bank, any subsidiary or
8 affiliate of a State bank, or after May 31, 1997, any branch
9 of an out-of-state bank causes to be performed, by contract
10 or otherwise, any bank services for itself, whether on or off
11 its premises:
12 (a) that performance shall be subject to
13 examination by the Commissioner to the same extent as if
14 services were being performed by the bank or, after May
15 31, 1997, branch of the out-of-state bank itself on its
16 own premises; and
17 (b) the bank or, after May 31, 1997, branch of the
18 out-of-state bank shall notify the Commissioner of the
19 existence of a service relationship. The notification
20 shall be submitted with the first statement of condition
21 (as required by Section 47 of this Act) due after the
22 making of the service contract or the performance of the
23 service, whichever occurs first. The Commissioner shall
24 be notified of each subsequent contract in the same
25 manner.
26 For purposes of this subsection (2.5), the term "bank
27 services" means services such as sorting and posting of
28 checks and deposits, computation and posting of interest and
29 other credits and charges, preparation and mailing of checks,
30 statements, notices, and similar items, or any other
31 clerical, bookkeeping, accounting, statistical, or similar
32 functions performed for a State bank, including but not
33 limited to electronic data processing related to those bank
34 services.
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1 (3) The expense of administering this Act, including the
2 expense of the examinations of State banks as provided in
3 this Act, shall to the extent of the amounts resulting from
4 the fees provided for in paragraphs (a), (a-2), and (b) of
5 this subsection (3) be assessed against and borne by the
6 State banks:
7 (a) Each bank shall pay to the Commissioner a Call
8 Report Fee which shall be paid in quarterly installments
9 equal to one-fourth of the sum of the annual fixed fee of
10 $800, plus a variable fee based on the assets shown on
11 the quarterly statement of condition delivered to the
12 Commissioner in accordance with Section 47 for the
13 preceding quarter according to the following schedule:
14 16¢ per $1,000 of the first $5,000,000 of total assets,
15 15¢ per $1,000 of the next $20,000,000 of total assets,
16 13¢ per $1,000 of the next $75,000,000 of total assets,
17 9¢ per $1,000 of the next $400,000,000 of total assets,
18 7¢ per $1,000 of the next $500,000,000 of total assets,
19 and 5¢ per $1,000 of all assets in excess of
20 $1,000,000,000, of the State bank. The Call Report Fee
21 shall be calculated by the Commissioner and billed to the
22 banks for remittance at the time of the quarterly
23 statements of condition provided for in Section 47. The
24 Commissioner may require payment of the fees provided in
25 this Section by an electronic transfer of funds or an
26 automatic debit of an account of each of the State banks.
27 In case more than one examination of any bank is deemed
28 by the Commissioner to be necessary in any examination
29 frequency cycle specified in subsection 2(a) of this
30 Section, fiscal year and is performed at his direction,
31 the Commissioner may assess a reasonable additional fee
32 to recover the cost of the additional examination, but
33 the additional fee shall not exceed the sum of the
34 remittances from the Call Report Fees applicable to the 4
HB1288 Enrolled -49- LRB9000532JSsbB
1 consecutive quarterly statements of condition immediately
2 preceding the date of the additional examination. In
3 lieu of the method and amounts set forth in this
4 paragraph (a) for the calculation of the Call Report Fee,
5 the Commissioner may specify by rule that the Call Report
6 Fees provided by this Section may be assessed
7 semiannually or some other period and may provide in the
8 rule the formula to be used for calculating and assessing
9 the periodic Call Report Fees to be paid by State banks.
10 (a-1) If in the opinion of the Commissioner an
11 emergency exists or appears likely, the Commissioner may
12 assign an examiner or examiners to monitor the affairs of
13 a State bank with whatever frequency he deems
14 appropriate, including but not limited to a daily basis.
15 The reasonable and necessary expenses of the Commissioner
16 during the period of the monitoring shall be borne by the
17 subject bank. The Commissioner shall furnish the State
18 bank a statement of time and expenses if requested to do
19 so within 30 days of the conclusion of the monitoring
20 period.
21 (a-2) On and after January 1, 1990, the reasonable
22 and necessary expenses of the Commissioner during
23 examination of the performance of electronic data
24 processing services under subsection (2.5) shall be borne
25 by the banks for which the services are provided. An
26 amount, based upon a fee structure prescribed by the
27 Commissioner, shall be paid by the banks or, after May
28 31, 1997, branches of out-of-state banks receiving the
29 electronic data processing services along with the Call
30 Report Fee assessed under paragraph (a) of this
31 subsection (3).
32 (a-3) After May 31, 1997, the reasonable and
33 necessary expenses of the Commissioner during examination
34 of the performance of electronic data processing services
HB1288 Enrolled -50- LRB9000532JSsbB
1 under subsection (2.5) at or on behalf of branches of
2 out-of-state banks shall be borne by the out-of-state
3 banks, unless those expenses are borne by the state
4 regulatory authorities that chartered the out-of-state
5 banks, as determined by cooperative agreements between
6 the Commissioner and the state regulatory authorities
7 that chartered the out-of-state banks.
8 (b) "Fiscal year" for purposes of this Section 48
9 is defined as a period beginning July 1 of any year and
10 ending June 30 of the next year. The Commissioner shall
11 receive for each fiscal year, commencing with the fiscal
12 year ending June 30, 1987, a contingent fee equal to the
13 lesser of the aggregate of the fees paid by all State
14 banks under paragraph (a) of subsection (3) for that
15 year, or the amount, if any, whereby the aggregate of the
16 administration expenses, as defined in paragraph (c), for
17 that fiscal year exceeds the sum of the aggregate of the
18 fees payable by all State banks for that year under
19 paragraph (a) of subsection (3), plus all other amounts
20 collected by the Commissioner for that year under any
21 other provision of this Act, plus the aggregate of all
22 fees collected for that year by the Commissioner under
23 the Corporate Fiduciary Act, excluding the receivership
24 fees provided for in Section 5-10 of the Corporate
25 Fiduciary Act, and the Foreign Banking Office Act. The
26 aggregate amount of the contingent fee thus arrived at
27 for any fiscal year shall be apportioned amongst,
28 assessed upon, and paid by the State banks and foreign
29 banking corporations, respectively, in the same
30 proportion that the fee of each under paragraph (a) of
31 subsection (3), respectively, for that year bears to the
32 aggregate for that year of the fees collected under
33 paragraph (a) of subsection (3). The aggregate amount of
34 the contingent fee, and the portion thereof to be
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1 assessed upon each State bank and foreign banking
2 corporation, respectively, shall be determined by the
3 Commissioner and shall be paid by each, respectively,
4 within 120 days of the close of the period for which the
5 contingent fee is computed and is payable, and the
6 Commissioner shall give 20 days advance notice of the
7 amount of the contingent fee payable by the State bank
8 and of the date fixed by the Commissioner for payment of
9 the fee.
10 (c) The "administration expenses" for any fiscal
11 year shall mean the ordinary and contingent expenses for
12 that year incident to making the examinations provided
13 for by, and for otherwise administering, this Act, the
14 Corporate Fiduciary Act, excluding the expenses paid from
15 the Corporate Fiduciary Receivership account in the Bank
16 and Trust Company Fund, the Foreign Banking Office Act,
17 the Electronic Fund Transfer Act, and the Illinois Bank
18 Examiners' Education Foundation Act, including all
19 salaries and other compensation paid for personal
20 services rendered for the State by officers or employees
21 of the State, including the Commissioner and the Deputy
22 Commissioners, all expenditures for telephone and
23 telegraph charges, postage and postal charges, office
24 stationery, supplies and services, and office furniture
25 and equipment, including typewriters and copying and
26 duplicating machines and filing equipment, surety bond
27 premiums, and travel expenses of those officers and
28 employees, employees, expenditures or charges for the
29 acquisition, enlargement or improvement of, or for the
30 use of, any office space, building, or structure, or
31 expenditures for the maintenance thereof or for
32 furnishing heat, light, or power with respect thereto,
33 all to the extent that those expenditures are directly
34 incidental to such examinations or administration. The
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1 Commissioner shall not be required by paragraphs (c) or
2 (d-1) of this subsection (3) to maintain in any fiscal
3 year's budget appropriated reserves for accrued vacation
4 and accrued sick leave that is required to be paid to
5 employees of the Commissioner upon termination of their
6 service with the Commissioner in an amount that is more
7 than is reasonably anticipated to be necessary for any
8 anticipated turnover in employees, whether due to normal
9 attrition or due to layoffs, terminations, or
10 resignations.
11 (d) The aggregate of all fees collected by the
12 Commissioner under this Act, the Corporate Fiduciary Act,
13 or the Foreign Banking Office Act on and after July 1,
14 1979, shall be paid promptly after receipt of the same,
15 accompanied by a detailed statement thereof, into the
16 State treasury and shall be set apart in a special fund
17 to be known as the "Bank and Trust Company Fund", except
18 as provided in paragraph (c) of subsection (11) of this
19 Section. The amount from time to time deposited into the
20 Bank and Trust Company Fund shall be used to offset the
21 ordinary administrative expenses of the Commissioner of
22 Banks and Real Estate as defined in this Section. Nothing
23 in this amendatory Act of 1979 shall prevent continuing
24 the practice of paying expenses involving salaries,
25 retirement, social security, and State-paid insurance
26 premiums of State officers by appropriations from the
27 General Revenue Fund. However, the General Revenue Fund
28 shall be reimbursed for those payments made on and after
29 July 1, 1979, by an annual transfer of funds from the
30 Bank and Trust Company Fund.
31 (d-1) Adequate funds shall be available in the Bank
32 and Trust Company Fund to permit the timely payment of
33 administration expenses. In each fiscal year the total
34 administration expenses shall be deducted from the total
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1 fees collected by the Commissioner and the remainder
2 transferred into the Cash Flow Reserve Account, unless
3 the balance of the Cash Flow Reserve Account prior to the
4 transfer equals or exceeds one-fourth of the total
5 initial appropriations from the Bank and Trust Company
6 Fund for the subsequent year, in which case the remainder
7 shall be credited to State banks and foreign banking
8 corporations and applied against their fees for the
9 subsequent year. The amount credited to each State bank
10 and foreign banking corporation shall be in the same
11 proportion as the Call Report Fees paid by each for the
12 year bear to the total Call Report Fees collected for the
13 year. If, after a transfer to the Cash Flow Reserve
14 Account is made or if no remainder is available for
15 transfer, the balance of the Cash Flow Reserve Account is
16 less than one-fourth of the total initial appropriations
17 for the subsequent year and the amount transferred is
18 less than 5% of the total Call Report Fees for the year,
19 additional amounts needed to make the transfer equal to
20 5% of the total Call Report Fees for the year shall be
21 apportioned amongst, assessed upon, and paid by the State
22 banks and foreign banking corporations in the same
23 proportion that the Call Report Fees of each,
24 respectively, for the year bear to the total Call Report
25 Fees collected for the year. The additional amounts
26 assessed shall be transferred into the Cash Flow Reserve
27 Account. For purposes of this paragraph (d-1), the
28 calculation of the fees collected by the Commissioner
29 shall exclude the receivership fees provided for in
30 Section 5-10 of the Corporate Fiduciary Act.
31 (e) The Commissioner may upon request certify to
32 any public record in his keeping and shall have authority
33 to levy a reasonable charge for issuing certifications of
34 any public record in his keeping.
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1 (f) In addition to fees authorized elsewhere in
2 this Act, the Commissioner may, in connection with a
3 review, approval, or provision of a service, levy a
4 reasonable charge to recover the cost of the review,
5 approval, or service.
6 (4) Nothing contained in this Act shall be construed to
7 limit the obligation relative to examinations and reports of
8 any State bank, deposits in which are to any extent insured
9 by the United States or any agency thereof, nor to limit in
10 any way the powers of the Commissioner with reference to
11 examinations and reports of that bank.
12 (5) The nature and condition of the assets in or
13 investment of any bonus, pension, or profit sharing plan for
14 officers or employees of every State bank or, after May 31,
15 1997, branch of an out-of-state bank shall be deemed to be
16 included in the affairs of that State bank or branch of an
17 out-of-state bank subject to examination by the Commissioner
18 under the provisions of subsection (2) of this Section, and
19 if the Commissioner shall find from an examination that the
20 condition of or operation of the investments or assets of the
21 plan is unlawful, fraudulent, or unsafe, or that any trustee
22 has abused his trust, the Commissioner shall, if the
23 situation so found by the Commissioner shall not be corrected
24 to his satisfaction within 60 days after the Commissioner has
25 given notice to the board of directors of the State bank or
26 out-of-state bank of his findings, report the facts to the
27 Attorney General who shall thereupon institute proceedings
28 against the State bank or out-of-state bank, the board of
29 directors thereof, or the trustees under such plan as the
30 nature of the case may require.
31 (6) The Commissioner shall have the power:
32 (a) To promulgate reasonable rules for the purpose
33 of administering the provisions of this Act.
34 (b) To issue orders for the purpose of
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1 administering the provisions of this Act and any rule
2 promulgated in accordance with this Act.
3 (c) To appoint hearing officers to execute any of
4 the powers granted to the Commissioner under this Section
5 for the purpose of administering this Act and any rule
6 promulgated in accordance with this Act.
7 (d) To subpoena witnesses, to compel their
8 attendance, to administer an oath, to examine any person
9 under oath, and to require the production of any relevant
10 books, papers, accounts, and documents in the course of
11 and pursuant to any investigation being conducted, or any
12 action being taken, by the Commissioner in respect of any
13 matter relating to the duties imposed upon, or the powers
14 vested in, the Commissioner under the provisions of this
15 Act or any rule promulgated in accordance with this Act.
16 (e) To conduct hearings.
17 (7) Whenever, in the opinion of the Commissioner, any
18 director, officer, employee, or agent of a State bank or,
19 after May 31, 1997, of any branch of an out-of-state bank
20 shall have violated any law, rule, or order relating to that
21 bank or shall have engaged in an unsafe or unsound practice
22 in conducting the business of that bank, the Commissioner may
23 issue an order of removal. If in the opinion of the
24 Commissioner any former director, officer, employee, or agent
25 of a State bank violated any law, rule, or order relating to
26 that State bank or engaged in an unsafe or unsound practice
27 in conducting the business of that bank prior to the
28 termination of his or her service with that bank, the
29 Commissioner may issue an order prohibiting that person from
30 further service with a bank as a director, officer, employee,
31 or agent. An The order issued pursuant to this subsection
32 shall be served upon the director, officer, employee, or
33 agent. A copy of the order shall be sent to each director of
34 the bank affected by registered mail. The person affected by
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1 the action may request a hearing before the State Banking
2 Board within 10 days after receipt of the order of removal.
3 The hearing shall be held by the Board within 30 days after
4 the request has been received by the Board. The Board shall
5 make a determination approving, modifying, or disapproving
6 the order of the Commissioner as its final administrative
7 decision. If a hearing is held by the Board, the Board shall
8 make its determination within 60 days from the conclusion of
9 the hearing. Any person affected by a decision of the Board
10 under this subsection (7) of Section 48 of this Act may have
11 the decision reviewed only under and in accordance with the
12 Administrative Review Law and the rules adopted pursuant
13 thereto. A copy of the order shall also be served upon the
14 bank of which he is a director, officer, employee, or agent,
15 whereupon he shall cease to be a director, officer, employee,
16 or agent of that bank. The order and the findings of fact
17 upon which it is based shall not be made public or disclosed
18 to anyone except the director, officer, employee, or agent
19 involved and the directors of the bank involved, otherwise
20 than in connection with proceedings for a violation of or
21 failure to comply with this Section. The Commissioner may
22 institute a civil action against the director, officer, or
23 agent of the State bank or, after May 31, 1997, of the branch
24 of the out-of-state bank against whom any order provided for
25 by this subsection (7) of this Section 48 has been issued,
26 and against the State bank or, after May 31, 1997,
27 out-of-state bank, to enforce compliance with or to enjoin
28 any violation of the terms of the order. Any person who has
29 been the subject of removed by an order of removal or an
30 order of prohibition issued by the Commissioner under this
31 subsection or Section 5-6 of the Corporate Fiduciary Act may
32 not thereafter serve as director, officer, employee, or agent
33 of any State bank or of any branch of any out-of-state bank,
34 or of any corporate fiduciary, as defined in Section 1-5.05
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1 of the Corporate Fiduciary Act, or of any other entity that
2 is subject to licensure or regulation by the Commissioner or
3 the Office of Banks and Real Estate unless the Commissioner
4 has granted prior approval in writing.
5 (8) The Commissioner may impose civil penalties of up to
6 $10,000 against any person for each violation of any
7 provision of this Act, any rule promulgated in accordance
8 with this Act, any order of the Commissioner, or any other
9 action which in the Commissioner's discretion is an unsafe or
10 unsound banking practice.
11 (9) The Commissioner may impose civil penalties of up to
12 $100 against any person for the first failure to comply with
13 reporting requirements set forth in the report of examination
14 of the bank and up to $200 for the second and subsequent
15 failures to comply with those reporting requirements.
16 (10) All final administrative decisions of the
17 Commissioner hereunder shall be subject to judicial review
18 pursuant to the provisions of the Administrative Review Law.
19 For matters involving administrative review, venue shall be
20 in either Sangamon County or Cook County.
21 (11) The endowment fund for the Illinois Bank Examiners'
22 Education Foundation shall be administered as follows:
23 (a) (Blank).
24 (b) The Foundation is empowered to receive
25 voluntary contributions, gifts, grants, bequests, and
26 donations on behalf of the Illinois Bank Examiners'
27 Education Foundation from national banks and other
28 persons for the purpose of funding the endowment of the
29 Illinois Bank Examiners' Education Foundation.
30 (c) The aggregate of all special educational fees
31 collected by the Commissioner and property received by
32 the Commissioner on behalf of the Illinois Bank
33 Examiners' Education Foundation under this subsection
34 (11) on or after June 30, 1986, shall be either (i)
HB1288 Enrolled -58- LRB9000532JSsbB
1 promptly paid after receipt of the same, accompanied by a
2 detailed statement thereof, into the State Treasury and
3 shall be set apart in a special fund to be known as "The
4 Illinois Bank Examiners' Education Fund" to be invested
5 by either the Treasurer of the State of Illinois in the
6 Public Treasurers' Investment Pool or in any other
7 investment he is authorized to make or by the Illinois
8 State Board of Investment as the board of trustees of the
9 Illinois Bank Examiners' Education Foundation may direct
10 or (ii) deposited into an account maintained in a
11 commercial bank or corporate fiduciary in the name of the
12 Illinois Bank Examiners' Education Foundation pursuant to
13 the order and direction of the Board of Trustees of the
14 Illinois Bank Examiners' Education Foundation.
15 (12) (Blank).
16 (Source: P.A. 88-45; 88-289; 88-481; 88-546; 88-670, eff.
17 12-2-94; 89-208, eff. 9-29-95; 89-317, eff. 8-11-95; 89-508,
18 eff. 7-3-96; 89-567, eff. 7-26-96; 89-626, eff. 8-9-96;
19 revised 9-9-96.)
20 (205 ILCS 5/48.3) (from Ch. 17, par. 360.2)
21 Sec. 48.3. Disclosure of reports of examinations;
22 limitations.
23 (a) Any report of examination prepared by the
24 Commissioner under Section 48 of this Act, Section 25 of the
25 Electronic Fund Transfer Act, Section 5-2 of the Corporate
26 Fiduciary Act, Section 3.1 of the Illinois Bank Holding
27 Company Act of 1957, and Section 18 of the Foreign Banking
28 Office Act, and any examination prepared by the state
29 regulatory authority of another state that examines a branch
30 of an Illinois State bank in that state, or any document or
31 record obtained in connection with any examination shall be
32 the property of the Commissioner and shall only be disclosed
33 under the circumstances and for the purposes set forth in
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1 this Section.
2 The Commissioner, his officers, agents, and employees
3 may disclose a report of examination, or any document or
4 record obtained in connection with any examination, only
5 under the following circumstances:
6 (1) The Commissioner may furnish to the Board of
7 Governors of the Federal Reserve System, the federal
8 reserve bank of the federal reserve district in which the
9 State bank is located or in which the parent or other
10 affiliate of the State bank is located, any official or
11 examiner thereof duly accredited for the purpose, or any
12 other state regulator, federal regulator, or in the case
13 of a foreign bank possessing a certificate of authority
14 pursuant to the Foreign Banking Office Act or a license
15 pursuant to the Foreign Bank Representative Office Act,
16 the bank regulator in the country where the foreign bank
17 is chartered, that the Commissioner determines to have an
18 appropriate regulatory interest, a copy or copies of any
19 or all examinations of the bank and of any or all reports
20 made by the bank. He may give access to and disclose to
21 the Board, federal reserve bank, or any official or
22 examiner thereof duly accredited for the purpose, any and
23 all information possessed by the Commissioner with
24 reference to the condition or affairs of the State bank.
25 Nothing contained in this Act shall be construed to limit
26 the obligation of any member State bank to comply with
27 the requirements relative to examinations and reports of
28 the Federal Reserve Act and of the Board of Governors of
29 the Federal Reserve System or the federal reserve bank of
30 the federal reserve district in which the bank is
31 located, nor to limit in any way the powers of the
32 Commissioner with reference to examinations and reports.
33 (2) The Commissioner may furnish to the United
34 States, any agency thereof that has insured a bank's
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1 deposits in whole or in part, or any official or examiner
2 thereof duly accredited for the purpose a copy or copies
3 of any or all examinations of the bank and of any or all
4 reports made by the bank. He may also give access to and
5 disclose to the United States, such an agency thereof, or
6 any official or examiner thereof duly accredited for the
7 purpose any and all information possessed by the
8 Commissioner with reference to the condition or affairs
9 of any such insured bank. Nothing contained in this Act
10 shall be construed to limit the obligation relative to
11 examinations and reports of any State bank, deposits in
12 which are to any extent insured by the United States, any
13 agency thereof, nor to limit in any way the powers of the
14 Commissioner with reference to examination and reports of
15 such bank.
16 (3) The Commissioner may furnish information to the
17 appropriate law enforcement authorities when he
18 reasonably believes a bank, which he has caused to be
19 examined, has been a victim of a crime.
20 (4) The Commissioner may furnish information
21 relating to a bank or other financial institution, which
22 he has caused to be examined, to be sent to the
23 administrator of the Uniform Disposition of Unclaimed
24 Property Act.
25 (5) The Commissioner may furnish information
26 relating to a bank or other financial institution, which
27 he has caused to be examined, relating to its performance
28 of obligations under the Illinois Income Tax Act and the
29 Illinois Estate and Generation-Skipping Transfer Tax Act
30 to the Illinois Department of Revenue.
31 (6) The Commissioner may furnish information
32 relating to a bank or other financial institution, which
33 he has caused to be examined, under the federal Currency
34 and Foreign Transactions Reporting Act, Title 31, United
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1 States Code, Section 1051 et seq.
2 (6.5) The Commissioner may furnish information,
3 including excerpts or summaries of information contained
4 in a report of examination prepared by the Commissioner,
5 to any other agency or entity that the Commissioner
6 determines to have a legitimate regulatory interest.
7 (7) The Commissioner may furnish information under
8 any other statute that by its terms or by regulations
9 promulgated thereunder requires the disclosure of
10 financial records other than by subpoena, summons,
11 warrant, or court order.
12 (8) At the request of the affected bank or other
13 financial institution, the Commissioner may furnish
14 information relating to a bank or other financial
15 institution, which he has caused to be examined, in
16 connection with the obtaining of insurance coverage or
17 the pursuit of an insurance claim for or on behalf of the
18 bank or other financial institution; provided that, when
19 possible, the Commissioner shall disclose only relevant
20 information while maintaining the confidentiality of
21 financial records not relevant to such insurance coverage
22 or claim and, when appropriate, may delete identifying
23 data relating to any person or individual.
24 (9) The Commissioner may furnish a copy of a report
25 of any examination performed by the Commissioner of the
26 condition and affairs of any electronic data processing
27 entity to the banks serviced by the electronic data
28 processing entity.
29 (10) In addition to the foregoing circumstances,
30 the Commissioner may, but is not required to, furnish a
31 copy of a report of any examination performed by the
32 Commissioner of the condition and affairs of any bank or
33 other financial institution under the same circumstances
34 under which the bank or financial institution may
HB1288 Enrolled -62- LRB9000532JSsbB
1 disclose the report of examination pursuant to subsection
2 (b) of this Section, except that the Commissioner shall
3 provide a copy of a report of examination under
4 circumstances described in paragraph (3) of subsection
5 (b) of this Section only upon the request of the bank or
6 other financial institution.
7 (b) A bank or other financial institution or its
8 officers, agents, and employees may disclose a report of
9 examination of the bank or other financial institution
10 prepared by the Commissioner only under the following
11 circumstances:
12 (1) to the board of directors of the bank or other
13 financial institution, as well as the president,
14 vice-president, cashier, and other officers of the bank
15 or other financial institution to whom the board of
16 directors may delegate duties with respect to compliance
17 with recommendations for action within the report, and to
18 the board of directors of a bank holding company that
19 owns at least 80% of the outstanding stock of the bank or
20 other financial institution;
21 (2) to attorneys for the bank or other financial
22 institution and to a certified public accountant engaged
23 by the State bank or financial institution to perform an
24 independent audit provided that the attorney or certified
25 public accountant shall not permit the report of
26 examination or information therein to be further
27 disseminated;
28 (3) to any person who seeks to acquire a
29 controlling interest in the bank or financial
30 institution, provided that all attorneys, certified
31 public accountants, officers, agents, or employees of
32 that person shall agree to be bound to respect the
33 confidentiality of the information in the report of
34 examination and to not further disseminate the
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1 information therein contained; or
2 (4) in response to a lawful subpoena, summons,
3 warrant, or court order that meets the requirements of
4 subsection (c) of this Section; or.
5 (5) to the bank's insurance company in relation to
6 an insurance claim or the effort by the bank to procure
7 insurance coverage, provided that, when possible, the
8 bank shall disclose only information that is relevant to
9 the insurance claim or that is necessary to procure the
10 insurance coverage, while maintaining the confidentiality
11 of financial information pertaining to customers. When
12 appropriate, the bank may delete identifying data
13 relating to any person.
14 (c) A bank or financial institution shall disclose a
15 report of examination under paragraph (4) of subsection (b)
16 of this Section pursuant to a lawful subpoena, summons,
17 warrant, or court order only after the bank or financial
18 institution mails a copy of the subpoena, summons, warrant,
19 or court order to the Commissioner by certified mail, postage
20 prepaid, at least 15 days prior to providing the report. The
21 Commissioner shall have the right to intervene in a court or
22 administrative proceeding at any time to obtain a protective
23 order in the proceeding to protect the confidentiality of the
24 report. If the date by which the bank or financial
25 institution is directed to provide the report is sooner than
26 15 days, then the bank or financial institution shall give
27 notice telephonically, which notice shall be confirmed in
28 writing in the manner provided in this subsection (c), and
29 the Commissioner shall have the right to intervene to obtain
30 a protective order.
31 (d) If any officer, agent, attorney, or employee of a
32 bank or financial institution knowingly and willfully
33 furnishes a report of examination in violation of this
34 Section, the Commissioner may impose a civil monetary penalty
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1 up to $1,000 for the violation against the officer, agent,
2 attorney, or employee.
3 (Source: P.A. 89-208, eff. 9-29-95; 89-310, eff. 1-1-96;
4 89-567, eff. 7-26-96; 89-626, eff. 8-9-96.)
5 (205 ILCS 5/79) (from Ch. 17, par. 391)
6 Sec. 79. Board, terms of office. The terms of office of
7 the Class A and Class B members of the Board of Banks and
8 Trust Companies who are in office on the effective date of
9 this Amendatory Act of 1985 shall expire on December 31,
10 1985. The terms of office of Class A and Class B members of
11 the State Banking Board shall be as follows:
12 (a) The terms of office of all Class A and Class B
13 members of the State Banking Board shall begin on January 1,
14 1986.
15 (b) The persons first appointed as the Class A members
16 of the State Banking Board shall have the following terms as
17 designated by the Governor; one person for a term of one
18 year, one person for a term of 2 years, one person for a term
19 of 3 years and one person for a term of 4 years. Thereafter,
20 the term of office of each Class A member shall be 4 years,
21 except that an appointment to fill a vacancy shall be for the
22 unexpired term of the member whose term is being filled.
23 (c) The persons first appointed as Class B members of
24 the State Banking Board shall have the following terms as
25 designated by the Governor; one member for a term of one
26 year, 3 members for a term of 2 years, 3 members for a term
27 of 3 years, and 3 members for a term of 4 years. Thereafter,
28 the term of office of each Class B member shall be 4 years,
29 except that an appointment to fill a vacancy shall be for the
30 unexpired term of the member whose term is being filled.
31 (d) No Class A or Class B State Banking Board member
32 shall serve more than 2 full 4-year terms of office.
33 (e) The term of office of a State Banking Board member
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1 shall terminate automatically when the member no longer meets
2 the qualifications for the member's appointment to the Board
3 provided that an increase or decrease in the asset size of
4 the member's bank during the member's term of office on the
5 State Banking Board shall not result in the termination of
6 the member's term of office.
7 (Source: P.A. 84-905.)
8 Section 15. The Illinois Bank Holding Company Act of
9 1957 is amended by changing Section 3.1 as follows:
10 (205 ILCS 10/3.1) (from Ch. 17, par. 2510.1)
11 Sec. 3.1. If the Commissioner finds with respect to any
12 state bank or with respect to any company which directly or
13 indirectly owns or controls 25 per centum or more of the
14 voting shares of a state bank, that the business of the bank
15 or the company is being conducted in an unsafe or unsound
16 manner, The Commissioner may appoint a suitable person or
17 persons to make an examination of the affairs of any such
18 company that directly or indirectly owns or controls 25% or
19 more of the voting shares of a State bank. A person so
20 appointed shall not be a stockholder or officer or employee
21 of any company which such person may be directed to examine,
22 and shall have the power to make a thorough examination into
23 all of the affairs of the company and in so doing to examine
24 any of the officers or agents or employees thereof on oath
25 and shall make a full and detailed report of the condition of
26 such company. Such person shall require a current list of
27 the stockholders of the company including the number of
28 shares of stock held by and the address of each stockholder,
29 to be furnished at the time of examination or at any time
30 upon request of the Commissioner.
31 (Source: P.A. 84-1123.)
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1 Section 20. The Savings Bank Act is amended by changing
2 Sections 1006, 1007.20, 1008, 1009, 3004, 4008, 5001, 6002,
3 9011, 9014, 9015, 10001, 10002, and 10004, and by adding
4 1007.115 as follows:
5 (205 ILCS 205/1006) (from Ch. 17, par. 7301-6)
6 Sec. 1006. Parity.
7 (a) Subject to the regulation of the Commissioner and in
8 addition to the powers granted by this Act, each savings
9 bank operating under this Act shall possess those powers
10 granted by regulation promulgated under the Federal Deposit
11 Insurance Act for state savings banks.
12 (b) A savings bank may establish branches or offices at
13 which savings or investments are regularly received or loans
14 approved as follows:
15 (1) to the extent branch powers and offices are
16 granted to State banks under the Illinois Banking Act;
17 (2) within the geographic area defined in Article 2
18 of this Act and subject to the provisions of Article 2 of
19 this Act;
20 (3) within the same geographic areas or states as
21 those states from which a holding company is permitted to
22 acquire an Illinois savings bank or an Illinois savings
23 bank holding company;
24 (4) to the same extent that holding companies and
25 savings and loan associations headquartered outside the
26 State of Illinois are allowed to operate in Illinois by
27 virtue of Articles 1A and 2B of the Illinois Savings and
28 Loan Act of 1985;
29 (5) as the result of mergers, consolidations, or
30 bulk sales of facilities in the case of relocations.
31 (c) The Commissioner may adopt regulations that provide
32 for the establishment of branches as defined by the
33 Commissioner.
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1 (d) Notwithstanding any other provision of this Act, a
2 savings bank that purchases or assumes all or any part of the
3 assets or liabilities of a bank, savings bank, or savings and
4 loan association or merges or consolidates with a bank,
5 savings bank, or savings and loan association may retain and
6 maintain the main premises or branches of the former bank,
7 savings bank, or savings and loan association as branches of
8 the purchasing, merging, or consolidating savings bank,
9 provided it assumes the deposit liabilities of the bank,
10 savings bank, or savings and loan association maintained at
11 the main premises or branches.
12 (e) A savings bank also has any power conferred upon a
13 corporation by the Business Corporation Act of 1983
14 reasonably incident, convenient, or useful to the
15 accomplishment of the express powers conferred upon the
16 savings bank by this Act.
17 (Source: P.A. 88-4; 88-425; 88-670, eff. 12-2-94; 89-74, eff.
18 6-30-95.)
19 (205 ILCS 205/1007.20) (from Ch. 17, par. 7301-7.20)
20 Sec. 1007.20. "Branch" or "branch office" includes any
21 location established by a savings bank where deposits are
22 received, loans are made, or checks are paid, but shall not
23 include any place where only records thereof are made,
24 posted, or kept. A place where the savings bank's business
25 is conducted only through an automatic teller machine or an
26 affiliate facility shall not be deemed a branch.
27 (Source: P.A. 86-1213.)
28 (205 ILCS 205/1007.115 new)
29 Sec. 1007.115. Affiliate facility. "Affiliate facility"
30 of a savings bank means a depository institution main office
31 or branch office of an affiliate depository institution. The
32 depository institution main office or branch office may be an
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1 affiliate facility with respect to one or more affiliated
2 savings banks.
3 (205 ILCS 205/1008) (from Ch. 17, par. 7301-8)
4 Sec. 1008. General corporate powers.
5 (a) A savings bank operating under this Act shall be a
6 body corporate and politic and shall have all of the specific
7 powers conferred by this Act and in addition thereto, the
8 following general powers:
9 (1) To sue and be sued, complain, and defend in its
10 corporate name and to have a common seal, which it may
11 alter or renew at pleasure.
12 (2) To obtain and maintain insurance by a deposit
13 insurance corporation as defined in this Act.
14 (3) To act as a fiscal agent for the United States,
15 the State of Illinois or any department, branch, arm, or
16 agency of the State or any unit of local government or
17 school district in the State, when duly designated for
18 that purpose, and as agent to perform reasonable
19 functions as may be required of it.
20 (4) To become a member of or deal with any
21 corporation or agency of the United States or the State
22 of Illinois, to the extent that the agency assists in
23 furthering or facilitating its purposes or powers and to
24 that end to purchase stock or securities thereof or
25 deposit money therewith, and to comply with any other
26 conditions of membership or credit.
27 (5) To make donations in reasonable amounts for the
28 public welfare or for charitable, scientific, religious,
29 or educational purposes.
30 (6) To adopt and operate reasonable insurance,
31 bonus, profit sharing, and retirement plans for officers
32 and employees and for directors including, but not
33 limited to, advisory, honorary, and emeritus directors,
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1 who are not officers or employees.
2 (7) To reject any application for membership; to
3 retire deposit accounts by enforced retirement as
4 provided in this Act and the bylaws; and to limit the
5 issuance of, or payments on, deposit accounts, subject,
6 however, to contractual obligations.
7 (8) To purchase stock in service corporations and
8 to invest in any form of indebtedness of any service
9 corporation as defined in this Act, subject to
10 regulations of the Commissioner.
11 (9) To purchase stock of a corporation whose
12 principal purpose is to operate a safe deposit company or
13 escrow service company.
14 (10) To exercise all the powers necessary to
15 qualify as a trustee or custodian under federal or State
16 law, provided that the authority to accept and execute
17 trusts is subject to the provisions of the Corporate
18 Fiduciary Act and to the supervision of those activities
19 by the Commissioner of Banks and Real Estate.
20 (11) (Blank).
21 (12) To establish, maintain, and operate terminals
22 as authorized by the Electronic Fund Transfer Act. The
23 establishment, maintenance, operation, and location of
24 those terminals shall be subject to the approval of the
25 Commissioner.
26 (13) Pledge its assets:
27 (A) to enable it to act as agent for the sale
28 of obligations of the United States;
29 (B) to secure deposits;
30 (C) to secure deposits of money whenever
31 required by the National Bankruptcy Act;
32 (D) to qualify under Section 2-9 of the
33 Corporate Fiduciary Act; and
34 (E) to secure trust funds commingled with the
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1 savings bank's funds, whether deposited by the
2 savings bank or an affiliate of the savings bank, as
3 required under Section 2-8 of the Corporate
4 Fiduciary Act.
5 (14) To accept for payment at a future date not to
6 exceed one year from the date of acceptance, drafts drawn
7 upon it by its customers; and to issue, advise, or
8 confirm letters of credit authorizing holders thereof to
9 draw drafts upon it or its correspondents.
10 (15) Subject to the regulations of the
11 Commissioner, to own and lease personal property acquired
12 by the savings bank at the request of a prospective
13 lessee and, upon the agreement of that person, to lease
14 the personal property.
15 (16) To establish temporary service booths at any
16 International Fair in this State that is approved by the
17 United States Department of Commerce for the duration of
18 the international fair for the purpose of providing a
19 convenient place for foreign trade customers to exchange
20 their home countries' currency into United States
21 currency or the converse. To provide temporary periodic
22 service to persons residing in a bona fide nursing home,
23 senior citizens' retirement home, or long-term care
24 facility. These powers shall not be construed as
25 establishing a new place or change of location for the
26 savings bank providing the service booth.
27 (17) To indemnify its officers, directors,
28 employees, and agents, as authorized for corporations
29 under Section 8.75 of the Business Corporations Act of
30 1983.
31 (18) To provide data processing services to others
32 on a for-profit basis.
33 (19) To utilize any electronic technology to
34 provide customers with home banking services.
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1 (20) Subject to the regulations of the
2 Commissioner, to enter into an agreement to act as a
3 surety.
4 (21) Subject to the regulations of the
5 Commissioner, to issue credit cards, extend credit
6 therewith, and otherwise engage in or participate in
7 credit card operations.
8 (22) To purchase for its own account shares of
9 stock of a bankers' bank, described in Section 13(b)(1)
10 of the Illinois Banking Act, on the same terms and
11 conditions as a bank may purchase such shares. In no
12 event shall the total amount of such stock held by a
13 savings bank an association in such bankers' bank exceed
14 10% of its capital and surplus (including undivided
15 profits) and in no event shall a savings bank an
16 association acquire more than 5% of any class of voting
17 securities of such bankers' bank.
18 (23) With respect to affiliate facilities:
19 (A) to conduct at affiliate facilities any of
20 the following transactions for and on behalf of any
21 affiliated depository institution, if so authorized
22 by the affiliate or affiliates: receiving deposits;
23 renewing deposits; cashing and issuing checks,
24 drafts, money orders, travelers checks, or similar
25 instruments; changing money; receiving payments on
26 existing indebtedness; and conducting ministerial
27 functions with respect to loan applications,
28 servicing loans, and providing loan account
29 information; and
30 (B) to authorize an affiliated depository
31 institution to conduct for and on behalf of it, any
32 of the transactions listed in this subsection at one
33 or more affiliate facilities.
34 A savings bank intending to conduct or to authorize
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1 an affiliated depository institution to conduct at an
2 affiliate facility any of the transactions specified in
3 this subsection shall give written notice to the
4 Commissioner at least 30 days before any such transaction
5 is conducted at an affiliate facility. All conduct under
6 this subsection shall be on terms consistent with safe
7 and sound banking practices and applicable law.
8 (b) If this Act or the regulations adopted under this
9 Act fail fails to provide specific guidance in matters of
10 corporate governance, the provisions of the Business
11 Corporation Act of 1983 may be used.
12 (Source: P.A. 88-112; 88-481; 88-670, eff. 12-2-94; 89-74,
13 eff. 6-30-95; 89-310, eff. 1-1-96; 89-317, eff. 8-11-95;
14 89-355, eff. 8-17-95; 89-508, eff. 7-3-96; 89-603, eff.
15 8-2-96; 89-626, eff. 8-9-96; revised 9-9-96.)
16 (205 ILCS 205/1009) (from Ch. 17, par. 7301-9)
17 Sec. 1009. Status as IRS qualified thrift lender. All
18 savings banks operating under this Act must qualify for and
19 maintain either the 60% asset test of Section 7701 (a)(19) of
20 the Internal Revenue Code of 1986 and any amendments thereto
21 or an asset test as prescribed by regulations of the
22 Commissioner.
23 (Source: P.A. 86-1213; 87-1098.)
24 (205 ILCS 205/3004) (from Ch. 17, par. 7303-4)
25 Sec. 3004. Contents of bylaws.
26 (a) The bylaws of the savings bank shall provide for the
27 following matters consistent with any applicable provisions
28 of this Act:
29 (1) The number of directors and the minimum
30 frequency of directors' meetings, which shall be at least
31 monthly, except that less frequent meetings may be
32 allowed with prior written authorization of the
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1 Commissioner.
2 (2) The titles and duties of the officers.
3 (3) The officers authorized, or who may be
4 authorized, by the directors to execute instruments.
5 (4) A description of the corporate seal.
6 (5) The fiscal year of the savings bank.
7 (6) The location of the business office.
8 (7) The date of the annual meeting of the members,
9 which may be not more than 120 days after the close of
10 the savings bank's fiscal year.
11 (b) The bylaws may provide also for any or all of the
12 following matters, among others, consistent with any
13 applicable provisions of this Act:
14 (1) The method of calling special meetings of the
15 members, requirements for giving notice of meetings of
16 members in addition to the notice prescribed by this Act,
17 methods of nominating directors and other voting and
18 election procedures.
19 (2) The method of determining the record date for
20 voting, dividend, and other purposes.
21 (3) The procedure for the transfer of ownership of
22 capital and for the enforcement of charges and liens.
23 (4) The plan or plans under which deposit accounts
24 are to be issued; the classes into which they may be
25 divided; and the characteristics of each class as to time
26 of issuance, times and amounts of payments to be made,
27 classification for payment of interest, and other terms
28 as are permitted by this Act.
29 (5) The method by which the directors may enforce
30 retirement of unpledged deposit accounts.
31 (6) The frequency with which profits of the savings
32 bank shall be apportioned and the methods of
33 apportionment.
34 (7) Provision for establishment of executive, loan,
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1 investment, and appraisal committees, other special or
2 standing committees as may be desirable, and for an
3 overall business plan for the savings bank.
4 (c) The Commissioner may publish one or more standard
5 forms of bylaws conforming to the provisions of this Act
6 which may be adopted by savings banks.
7 (Source: P.A. 89-320, eff. 1-1-96.)
8 (205 ILCS 205/4008) (from Ch. 17, par. 7304-8)
9 Sec. 4008. Directors. The business and affairs of the
10 savings bank shall be exercised by its elected board of
11 directors. The board of directors shall consist of the number
12 of directors fixed by the bylaws, but shall not be fewer than
13 5. No more than 40% of the directors shall be salaried
14 employees of the savings bank, except that a higher
15 percentage may be allowed with the prior written approval of
16 the Commissioner. At least two-thirds of the directors shall
17 be residents of this State.
18 (Source: P.A. 86-1213.)
19 (205 ILCS 205/5001) (from Ch. 17, par. 7305-1)
20 Sec. 5001. Minimum Capital.
21 (a) A saving bank may be organized to exercise the
22 powers conferred by this Act with minimum capital, surplus,
23 and reserves for operating expenses as determined by the
24 Commissioner. The Commissioner shall record the
25 organizational capital requirements in the Office of the
26 Secretary of State. In no case may the Commissioner
27 establish requirements for insured savings banks at a level
28 less than that required for insurance of accounts. For any
29 savings bank other than those resulting from conversion from
30 an existing financial institution to one operating under this
31 Act, the Commissioner must establish capital requirements no
32 less stringent than those required of banks chartered under
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1 the Illinois Banking Act.
2 (b) No savings bank may commence business until it has
3 capital as required by the Federal Deposit Insurance
4 Corporation a paid-in surplus equal to 20% of its capital,
5 except that the Commissioner may waive this requirement for
6 any depository institution converting to a savings bank.
7 (c) Each depository institution converting to a savings
8 bank, before declaration of a dividend on its capital stock,
9 must maintain the minimum capital standards as required by
10 the Federal Deposit Insurance Corporation transfer not less
11 than one-half of its net profits of the preceding half year
12 to its paid-in surplus until it shall have paid-in surplus
13 equal to 20% of capital stock.
14 (Source: P.A. 86-1213.)
15 (205 ILCS 205/6002) (from Ch. 17, par. 7306-2)
16 Sec. 6002. Investment in loans. Subject to the
17 regulations of the Commissioner, a savings bank may loan
18 funds as follows:
19 (1) On the security of deposit accounts, but no
20 such loan shall exceed the withdrawal value of the
21 pledged account.
22 (2) On the security of real estate:
23 (A) of a value, determined in accordance with
24 this Act, sufficient to provide good and ample
25 security for the loan;
26 (B) with a fee simple title or a leasehold
27 title of not less duration than 10 years beyond the
28 maturity of the loan;
29 (C) with the title established by evidence of
30 title as is consistent with sound lending practices
31 in the locality;
32 (D) with the security interest in the real
33 estate evidenced by an appropriate written
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1 instrument and the loan evidenced by a note, bond,
2 or similar written instrument; a loan on the
3 security of the whole of the beneficial interest in
4 a land trust satisfies the requirements of this
5 paragraph if the title to the land is held by a
6 corporate trustee and if the real estate held in the
7 land trust meets the other requirements of this
8 subsection;
9 (E) with a mortgage loan not to exceed 40
10 years.
11 (3) For the purpose of repair, improvement,
12 rehabilitation, furnishing, or equipment of real estate.
13 (4) For the purpose of financing or refinancing an
14 existing ownership interest in certificates of stock,
15 certificates of beneficial interest, other evidence of an
16 ownership interest in, or a proprietary lease from a
17 corporation, trust, or partnership formed for the purpose
18 of the cooperative ownership of real estate, secured by
19 the assignment or transfer of certificates or other
20 evidence of ownership of the borrower.
21 (5) Through the purchase of loans that, at the time
22 of purchase, the savings bank could make in accordance
23 with this Section and the bylaws.
24 (6) Through the purchase of installment contracts
25 for the sale of real estate and title thereto that is
26 subject to the contracts, but in each instance only if
27 the savings bank, at the time of purchase, could make a
28 mortgage loan of the same amount and for the same length
29 of time on the security of the real estate.
30 (7) Through loans guaranteed or insured, wholly or
31 in part, by the United States or any of its
32 instrumentalities.
33 (8) Subject to regulations adopted by the
34 Commissioner, through secured or unsecured loans for
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1 business, corporate, commercial, or agricultural
2 purposes; provided that the total of all loans granted
3 under this paragraph shall not exceed 15% of the savings
4 bank's total assets unless a greater amount is authorized
5 in writing by the Commissioner.
6 (9) For the purpose of mobile home financing
7 subject, however, to the regulation of the Commissioner.
8 (10) Through loans secured by the cash surrender
9 value of any life insurance policy or any collateral that
10 would be a legal investment under the terms of this Act
11 if made by the savings bank.
12 (11) Any provision of this Act, except for
13 paragraph (18) of Section 6003, to the contrary
14 notwithstanding and subject to the Commissioner's
15 regulations, any savings bank may make any loan or
16 investment or engage in any activity that it could make
17 or engage in if it were organized under State law as a
18 savings and loan association or under federal law as a
19 federal savings and loan association or federal savings
20 bank.
21 (12) A savings bank may issue letters of credit or
22 other similar arrangements only as provided for by
23 regulation of the Commissioner with regard to aggregate
24 amounts permitted, take out commitments for stand-by
25 letters of credit, underlying documentation and
26 underwriting, legal limitations on loans of the savings
27 bank, control and subsidiary records, and other
28 procedures deemed necessary by the Commissioner.
29 (13) For the purpose of automobile financing,
30 subject to the regulation of the Commissioner.
31 (14) For the purpose of financing primary,
32 secondary, undergraduate, or postgraduate education.
33 (15) Through revolving lines of credit on the
34 security of a first or junior lien on the borrower's
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1 personal residence, based primarily on the borrower's
2 equity, the proceeds of which may be used for any
3 purpose; those loans being commonly referred to as home
4 equity loans.
5 (16) As secured or unsecured credit to cover the
6 payment of checks, drafts, or other funds transfer orders
7 in excess of the available balance of an account on which
8 they are drawn, subject to the regulations of the
9 Commissioner.
10 (Source: P.A. 87-498; 88-112.)
11 (205 ILCS 205/9011) (from Ch. 17, par. 7309-11)
12 Sec. 9011. Record keeping and retention of records by a
13 savings bank.
14 (a) Each savings bank is required to maintain appropriate
15 books and records, as required by the Commissioner, that are
16 in accordance with generally accepted accounting principles
17 and the requirements of its insurer of accounts. All books
18 and records shall be current, complete, organized, and
19 accessible to the Commissioner, the Commissioner's agents and
20 examiners, and to the savings bank's auditors and
21 accountants.
22 (b) Each savings bank employing an outside data
23 processing service shall inform the Commissioner at the
24 initiation, renewal, or changing of a contract for data
25 processing services with an outside data processing service.
26 The contract or agreement shall be submitted to the
27 Commissioner 90 days prior to its implementation. Any
28 contract with a data processing service or for data
29 processing services must provide that records maintained
30 shall at all times be available for examination and audit by
31 the Commissioner. Each savings bank shall implement internal
32 control and security measures for its data processing
33 activities. A contract with a data processing service or
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1 for data processing services must provide that records
2 maintained shall at all times be available for examination
3 and audit by the Commissioner.
4 (c) The Commissioner may further regulate these matters
5 by the promulgation of rules concerning data processing. As
6 used herein, "data processing" means all electronic or
7 automated systems of communication and data processing by
8 computer.
9 (d) Unless a federal law requires otherwise, the
10 Commissioner shall by regulation prescribe periods of time
11 for which savings banks operating under this Act must retain
12 records and after the expiration of which, the savings bank
13 may destroy those records. No liability shall accrue against
14 the savings bank, the Commissioner, or this State for
15 destruction of records according to regulations of the
16 Commissioner promulgated under the authority of this Section.
17 In any cause or proceeding in which any records may be called
18 in question or be demanded by any savings bank, a showing of
19 the expiration of the period so prescribed shall be
20 sufficient excuse for failure to produce them.
21 (Source: P.A. 86-1213.)
22 (205 ILCS 205/9014) (from Ch. 17, par. 7309-14)
23 Sec. 9014. Annual audit.
24 (a) At least once in each year, but in no case more than
25 12 months after the last audit conducted pursuant to this
26 Section, it shall be mandatory for each savings bank to cause
27 its books, records, and accounts to be audited by an
28 independent licensed public accountant not connected with the
29 savings bank. This audit must produce a certified financial
30 statement. The Commissioner may prescribe the scope of the
31 audit within generally accepted auditing standards.
32 (b) The report of the audit shall be given to a
33 committee composed of not fewer than 3 members of the board
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1 of directors, a majority none of whom may not be an officer,
2 employee, or agent of the savings bank, and the committee
3 shall, at the meeting of the board of directors following
4 receipt of the report, present in detail the nature, extent,
5 and result of the report. A written summary of the
6 committee's presentation, including a detailed listing of all
7 criticisms made by the accountant conducting the audit and
8 any responses thereto made by any member of the board of
9 directors or any officer of the savings bank, shall be sent
10 by registered mail to all members of the board of directors
11 not present at the meeting at which the committee made its
12 presentation.
13 (c) A copy of the audit report, including a balance
14 sheet of the savings bank on the date of the audit and a
15 statement of income and expenses of the savings bank during
16 the year ending with the date of the audit and, if and when
17 such is used, a copy of any written summary prepared for
18 absent members of the board of directors shall be filed with
19 the Commissioner by the committee receiving the report within
20 90 days of the audit date; except that the Commissioner may,
21 for good cause shown, extend the filing date for up to 60
22 additional days.
23 (d) The report filed with the Commissioner shall be
24 certified by the independent licensed public accountant
25 conducting the audit. If any savings bank required to make
26 an audit shall fail to cause an audit to be made, the
27 Commissioner shall cause the audit to be made by an
28 independent licensed public accountant at the savings bank's
29 expense. In lieu of the audit required by this Section, the
30 Commissioner may accept any audit or financial statement or
31 portion thereof made exclusively for or in accordance and in
32 compliance with regulations adopted by the Federal Deposit
33 Insurance Corporation.
34 (e) A savings bank holding company shall cause its books
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1 and records to be audited at least once annually by an
2 independent licensed public accountant. A copy of the
3 independent licensed public accountant's report, along with
4 all supporting documentation, shall be filed with the
5 Commissioner. The report of audit shall be on a consolidated
6 basis unless, in the auditor's opinion, certain subsidiaries
7 or parent entities should be reported separately. If
8 separate reports are prepared, they shall be prepared on the
9 same basis as the report on the holding company.
10 (Source: P.A. 89-320, eff. 1-1-96.)
11 (205 ILCS 205/9015) (from Ch. 17, par. 7309-15)
12 Sec. 9015. Unsafe and unsound practices; orders of
13 prohibition and removal.
14 (a) The violation of any of the following provisions of
15 this Act: Article 5, subsection (b) of Section 4009, Section
16 7006 subsection (b) of Section 7008, Section 9005, and
17 Section 9014 is deemed to be an unsafe and unsound practice
18 and creates an unsafe and unsound condition in the savings
19 bank. The savings bank or the institution affiliated party
20 responsible for the violation may be subject to the
21 assessment of civil money penalties and other enforcement
22 powers of the Commissioner, as specified in this Article, in
23 Article 11, and by regulation of the Commissioner.
24 (b) Continued violation of any of those provisions after
25 the Commissioner issues formal notice to correct shall
26 subject the directors of the savings bank at fault to
27 immediate removal from the board and to a permanent order of
28 prohibition from direct or indirect participation in the
29 affairs of any financial institution subject to this Act, the
30 Illinois Savings and Loan Act of 1985, or the Residential
31 Mortgage License Act of 1987.
32 (c) The Commissioner shall promulgate rules and
33 regulations to implement this Section.
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1 (Source: P.A. 86-1213.)
2 (205 ILCS 205/10001) (from Ch. 17, par. 7310-1)
3 Sec. 10001. Commissioner's authority to take custody and
4 appoint a conservator or a receiver.
5 (a) The Commissioner, in his discretion, may take custody
6 of and appoint a conservator for the property, liabilities,
7 books, records, business, and assets of every kind and
8 character of any savings bank for any of the purposes
9 hereinafter enumerated if it appears from reports made to the
10 Commissioner or from examination made by or on behalf of the
11 Commissioner:
12 (1) That the savings bank has failed to produce an
13 annual audited financial statement, after receiving one
14 extension from the Commissioner as permitted by this Act.
15 (2) That the savings bank's books and records,
16 after at least 2 consecutive notices from the
17 Commissioner spanning at least 2 consecutive calendar
18 quarters, are in an inaccurate and incomplete condition
19 to the extent that the Commissioner is unable, through
20 the normal supervisory process, to determine the
21 financial condition of the savings bank or the details or
22 purpose of any transaction that may materially affect the
23 savings bank's financial condition.
24 (3) That the savings bank has failed or is about to
25 fail to meet its capital requirement and can meet its
26 requirements and restore its capital only with assistance
27 from its federal insurer.
28 (4) That the savings bank is insolvent in that its
29 assets are less than its obligations to its creditors,
30 including its depositors.
31 (5) That the savings bank has experienced
32 substantial dissipation of assets due to any violation of
33 a law, regulation, or order of the Commissioner or due to
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1 any unsafe or unsound practice.
2 (6) That there is a likelihood that the savings
3 bank will not be able to meet the demands of its
4 depositors or pay its obligations in the normal course of
5 business.
6 (7) That losses have occurred or are likely to
7 occur that have or will deplete all or substantially all
8 of the savings bank's capital and that there is no
9 reasonable prospect for replenishment of the savings
10 bank's capital without federal assistance.
11 (8) That the savings bank or its officers,
12 directors, or employees are violating a law, regulation,
13 or supervisory order of the Commissioner or of another of
14 its financial regulators.
15 (9) That the savings bank is in an unsafe or
16 unsound condition likely to cause insolvency or a
17 substantial dissipation of assets or earnings that will
18 weaken the condition of the savings bank and will
19 prejudice the interests of its depositors.
20 (10) That the directors, officers, trustees, or
21 liquidators have neglected, failed, or refused to take
22 any action that the Commissioner may deem necessary for
23 the protection of the savings bank, including production
24 of an annual audited financial statement after an
25 extension was granted, have continued to maintain the
26 savings bank's books and records in an inaccurate and
27 incomplete condition for 2 consecutive quarters after 2
28 notices from the Commissioner, or have impeded or
29 obstructed an examination.
30 (11) That the deposit accounts of the savings bank
31 are impaired to the extent that the realizable value of
32 its assets is insufficient to pay in full its creditors
33 and holders of its deposit accounts or meet its
34 obligations in the normal course of business; or that its
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1 capital stock is impaired.
2 (12) That the savings bank is unable to continue
3 operation.
4 (13) That the business of the savings bank or
5 savings bank in liquidation is being conducted in a
6 fraudulent, illegal, or unsafe or unsound manner.
7 (14) That the officers, employees, trustees, or
8 liquidators have continued to assume duties or perform
9 acts without giving bond as required by the provisions of
10 this Act.
11 (b) If any condition exists that would give the
12 Commissioner authority to take custody of an insured
13 depository institution, the action of the Commissioner may be
14 withheld pending a satisfactory resolution of the condition
15 as suggested by the insurance corporation, provided the
16 savings bank has sufficient liquidity and has adopted and
17 implemented an operating plan considered prudent by the
18 Commissioner.
19 (c) No action or inaction of the Commissioner taken
20 under this Article shall cause the Commissioner to be
21 personally liable for that action or inaction unless the
22 Commissioner's action or inaction is found to be in violation
23 of a criminal statute.
24 (d) The Commissioner shall promulgate rules and
25 regulations to govern the determination of a need for a
26 conservator or receiver, the selection and appointment of a
27 conservator or receiver, and the conduct of a conservatorship
28 or receivership, including allocation of the payment of
29 costs.
30 (e) The proceedings pursuant to this Article shall be
31 the exclusive remedy and, except for the Federal Deposit
32 Insurance Corporation acting pursuant to the Federal Deposit
33 Insurance Act, shall be the only proceedings commenced in any
34 court for the taking of custody, the dissolution, the winding
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1 up of the affairs, or the appointment of a receiver for a
2 savings bank.
3 (Source: P.A. 86-1213.)
4 (205 ILCS 205/10002) (from Ch. 17, par. 7310-2)
5 Sec. 10002. Purposes of taking custody. The purposes of
6 taking custody of a savings bank may be examination;
7 production of an audited financial statement; further
8 examination; reconstruction of books and records;
9 conservation of assets; restoration of impaired capital; the
10 making of any necessary or equitable adjustment, including
11 changes in officers and management, as deemed necessary by
12 the Commissioner under any plan of reorganization, or
13 liquidation,; restructuring, dissolution, winding up of
14 affairs, or appointment of receiver; restructuring of the
15 savings bank through a merger or formation of a bridge bank;
16 establishment of a conservatorship to operate and manage a
17 savings bank as an ongoing concern until the grounds for
18 custody and conservatorship are remedied; or the maturing of
19 the obligation of the insurance corporation.
20 (Source: P.A. 86-1213.)
21 (205 ILCS 205/10004) (from Ch. 17, par. 7310-4)
22 Sec. 10004. Custody of insured savings banks. If a
23 savings bank of which the Commissioner takes custody under
24 authority of this Article is an insured savings bank, the
25 Commissioner, in addition to powers conferred in Sections
26 10002 and 10003, is authorized to:
27 (1) Notify the deposit insurance corporation of the
28 custody and his reasons therefor, including a copy of the
29 Commissioner's report of examination and condition of the
30 savings bank, and to appoint the deposit insurance
31 corporation or its designee as receiver or conservator
32 for the savings bank.
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1 (2) Permit the deposit insurance corporation to
2 submit any plan or proposal for the reorganization,
3 merger, or liquidation, dissolution, or winding up of
4 affairs of the savings bank that it may deem feasible.
5 (3) Determine and declare the savings bank to be in
6 default, find from his examination and from reports of
7 the savings bank the amount of insured deposits, and make
8 any necessary orders, findings, and determinations that
9 may be required for the purpose of making the insurance
10 available to the depositors.
11 (Source: P.A. 86-1213.)
12 Section 25. The Electronic Fund Transfer Act is amended
13 by changing Sections 70 and 75 as follows:
14 (205 ILCS 616/70)
15 Sec. 70. Illinois Electronic Fund Transfer Advisory
16 Committee.
17 (a) The Illinois Electronic Fund Transfer Advisory
18 Committee shall consist of the Commissioner, who shall be its
19 Chairman, and 10 additional members who shall be appointed by
20 the Governor with the advice and consent of the Senate and
21 whose respective qualifications shall be as follows: (i) one
22 member shall be from a State bank, (ii) one member shall be
23 from a national bank, (iii) one member shall be from a State
24 savings and loan association or savings bank, (iv) one member
25 shall be from a federal savings and loan association or
26 savings bank, (v) one member shall be from a State credit
27 union, (vi) one member shall be from a federal credit union,
28 (vii) 2 members shall be sellers of goods and services,
29 (viii) 2 members shall be from networks or companies that
30 provide network-related data processing services who are
31 executive officers within the electronic fund transfer field
32 of their respective businesses, and all of whom shall have
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1 had no less than 2 years experience in the field of
2 commercial electronic fund transfer activity. The members of
3 the Committee created under the Electronic Fund Transfer
4 Transmission Facility Act who hold office on the effective
5 date of this Act shall be the members of the Committee under
6 this Act and shall continue to hold office for the term for
7 which they were appointed.
8 (b) The terms of office of the members of the Committee
9 shall be as follows:
10 (i) The term of office of each member shall be 4
11 years, except that an appointment to fill a vacancy shall
12 be for the unexpired term of the member whose vacancy is
13 being filled.
14 (ii) No member shall serve more than 2 full 4-year
15 terms of office.
16 (iii) The term of office of any member of the
17 Illinois Electronic Fund Transfer Advisory Committee
18 shall terminate automatically when the member no longer
19 meets the qualifications for that member's appointment to
20 the Committee.
21 (c) The Electronic Fund Transfer Committee shall meet at
22 least once in each calendar year. Special meetings may be
23 called by the Commissioner or upon the request of any 4
24 members of the Committee. Each member shall serve without
25 compensation, but shall be reimbursed for any ordinary and
26 necessary expenses incurred in attending meetings of the
27 Committee.
28 (d) The Committee shall have the following powers:
29 (i) to make recommendations to the Commissioner
30 concerning matters which he may refer to the Committee
31 for consideration;
32 (ii) to make recommendations on its own initiative
33 concerning electronic fund transfer administration,
34 examination and supervision policies and practices to the
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1 Commissioner, the Governor or the General Assembly;
2 (iii) to make recommendations to the Commissioner
3 for the purpose of preventing and minimizing unsafe and
4 unsound practices in the field of electronic fund
5 transfer; and
6 (iv) to foster and encourage the interest and
7 cooperation of members involved in the delivery of
8 electronic fund transfer services to the public and in
9 the improvement of electronic fund transfer services.
10 (Source: P.A. 89-310, eff. 1-1-96.)
11 (205 ILCS 616/75)
12 Sec. 75. Illinois Electronic Data Processing Advisory
13 Committee.
14 (a) The Illinois Electronic Data Processing Advisory
15 Committee shall consist of the Commissioner, who shall be its
16 Chairman, and 8 additional members. The 8 additional members
17 shall be appointed by the Governor with the advice and
18 consent of the Senate. The members of the Committee created
19 under the Electronic Fund Transfer Transmission Facility Act
20 who hold office on the effective date of this Act shall be
21 the members of the Committee under this Act and shall
22 continue to hold office for the term for which they were
23 appointed. The members shall be divided into 2 separate
24 groups and shall have the following qualifications:
25 (i) Group 1 shall consist of 4 members who are
26 executive officers of State bank data processing service
27 bureaus and who shall have had no less than 2 years
28 experience in the field of electronic data processing.
29 (ii) Group 2 shall consist of 4 members who are
30 executive officers of independent data processing service
31 bureaus located in the State of Illinois and who shall
32 have no less than 2 years experience in the field of
33 electronic data processing.
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1 (b) The terms of office of all Group 1 and Group 2
2 members of the Committee shall be as follows:
3 (i) The term of office of each Group 1 member shall
4 be 4 years, except that an appointment to fill a vacancy
5 shall be for the unexpired term of the member whose
6 vacancy is being filled.
7 (ii) The term of office of each Group 2 member
8 shall be 4 years, except that an appointment to fill a
9 vacancy shall be for the unexpired term of the member
10 whose vacancy is being filled.
11 (iii) No Group 1 or Group 2 member shall serve more
12 than 2 full 4-year terms of office.
13 (iv) The term of office of any member of the
14 Illinois Electronic Data Processing Advisory Committee
15 shall terminate automatically when the member no longer
16 meets the qualifications for that member's appointment to
17 the Committee.
18 (c) The Electronic Data Processing Advisory Committee
19 shall meet at least once in each calendar year. Special
20 meetings may be called by the Commissioner or upon the
21 request of any 3 members of the Committee. Each member shall
22 serve without compensation, but shall be reimbursed for any
23 ordinary and necessary expenses incurred in attending
24 meetings of the Committee.
25 (d) The Committee shall have the following powers:
26 (i) to make recommendations to the Commissioner
27 concerning matters which he may refer to the Committee
28 for consideration;
29 (ii) to make recommendations on its own initiative
30 concerning electronic data processing administration,
31 examination and supervision policies and practices to the
32 Commissioner, the Governor or the General Assembly;
33 (iii) to make recommendations to the Commissioner
34 for the purpose of preventing and minimizing unsafe and
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1 unsound practices in the field of electronic data
2 processing; and
3 (iv) to foster and encourage the interest and
4 cooperation of members involved in the delivery of
5 electronic data processing services to the public and in
6 the improvement of electronic data processing services.
7 (Source: P.A. 89-310, eff. 1-1-96.)
8 Section 30. The Corporate Fiduciary Act is amended by
9 changing Sections 1-8, 2-7, 5-2, 5-6, 9-1, and 9-2 and by
10 adding Section 2-12 as follows:
11 (205 ILCS 620/1-8) (from Ch. 17, par. 1551-8)
12 Sec. 1-8. A corporate fiduciary holding a certificate of
13 authority issued pursuant to this Act must notify and receive
14 written approval from the Commissioner before changing its
15 name or changing the location of its corporate headquarters.
16 A corporate fiduciary which is a State bank chartered by the
17 Commissioner and which accomplishes a change of name in
18 compliance with Section 13 of the Illinois Banking Act or a
19 change of location in by compliance with Section 17 of the
20 Illinois Banking Act, as now or hereafter amended, shall be
21 deemed to have complied with this Section 1-8.
22 (Source: P.A. 86-754.)
23 (205 ILCS 620/2-7) (from Ch. 17, par. 1552-7)
24 Sec. 2-7. A corporate fiduciary so incorporated or
25 authorized after January 1, 1988, shall have minimum capital,
26 surplus and reserve for operating expenses as determined by
27 the Commissioner as are necessary for safe and sound
28 operation of a corporate fiduciary. The Commissioner shall
29 record such organization capital, surplus and reserve
30 requirements in the Office of the Secretary of State. During
31 the time that a corporate fiduciary shall continue in its
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1 fiduciary business, it shall not withdraw, or permit to be
2 withdrawn, either in the form of dividends or otherwise, any
3 portion of its capital except as approved by the
4 Commissioner. The Commissioner may, after a corporate
5 fiduciary has been incorporated or authorized require
6 additional capital if the Commissioner finds the condition
7 and operations of the corporate fiduciary or its proposed
8 scope of operations require such additional capital to
9 achieve or maintain a safe and sound condition.
10 (Source: P.A. 86-754.)
11 (205 ILCS 620/2-12 new)
12 Sec. 2-12. Employment of persons with convictions.
13 Except with the prior written consent of the Commissioner, no
14 person having a certificate of authority under this Act shall
15 knowingly employ or otherwise permit an individual to serve
16 as an officer, director, employee, or agent if the individual
17 has been convicted of a felony or of any criminal offense
18 relating to dishonesty or breach of trust.
19 (205 ILCS 620/5-2) (from Ch. 17, par. 1555-2)
20 Sec. 5-2. Examinations of corporate fiduciaries.
21 (a) The Commissioner, no less frequently than 18 months
22 following the preceding examination annually, and whenever in
23 his judgment it is necessary or expedient, either personally
24 or by one or more competent persons appointed by him, shall
25 visit and examine every corporate fiduciary in this State and
26 may, to the extent the Commissioner determines necessary,
27 examine the affairs of the corporate fiduciary's
28 subsidiaries, affiliates, parent companies and contractual
29 service providers for fiduciary services of the corporate
30 fiduciary as shall be necessary to fully disclose the
31 condition of such subsidiaries, affiliates, parent companies
32 and contractual service providers and the relation between
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1 the corporate fiduciary and such subsidiaries, affiliates,
2 parent companies and contractual service providers and the
3 effect of such relations upon the affairs of such corporate
4 fiduciary. Fiduciary services shall include, but not be
5 limited to, clerical, accounting, bookkeeping, statistical,
6 data processing, safekeeping or similar functions for a
7 corporate fiduciary.
8 (b) The Commissioner and every such examiner may
9 administer an oath to any person whose testimony is required
10 on any such examination, and compel the appearance and
11 attendance of any such person for the purpose of examination,
12 by summons, subpoena or attachment, in the manner now
13 authorized in respect to the attendance of persons as
14 witnesses in the circuit court; and all books and papers
15 which are necessary to be examined by the Commissioner or
16 examiner so appointed shall be produced, and their production
17 may be compelled in like manner.
18 (c) The expense of every examination, if any, shall be
19 paid by the corporate fiduciary examined, in such amount as
20 the Commissioner certifies to be just and reasonable.
21 (d) On every examination, inquiry shall be made as to
22 the condition and resources of the corporate fiduciary
23 generally, the mode of conducting and managing its affairs,
24 the action of its directors or trustees, the investments of
25 its funds, the safety and prudence of its management, the
26 security afforded to those by whom its engagements are held,
27 and whether the requirements of its charter and of the laws
28 have been complied with in the administration of its affairs.
29 The nature and condition of the assets in or investment of
30 any bonus, pension, or profit sharing plan for officers or
31 employees of a corporate fiduciary shall be deemed to be
32 included in the affairs of that corporate fiduciary subject
33 to examination by the Commissioner.
34 (e) Whenever any corporate fiduciary causes to be
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1 performed, by contract or otherwise, any fiduciary services
2 for itself, whether on or off its premises:
3 (1) such performance shall be subject to examination by
4 the Commissioner to the same extent as if the services were
5 being performed by the corporate fiduciary itself on its own
6 premises; and
7 (2) the corporate fiduciary shall notify the
8 Commissioner of the existence of the service relationship.
9 Such notification shall be submitted within 30 days after the
10 making of such service contract, or the performance of the
11 service, whichever occurs first. The Commissioner shall be
12 notified of each subsequent contract in the same manner.
13 For purposes of this subsection (e), the term "fiduciary
14 services" shall include such services as the computation and
15 posting of interest and other credits and charges;
16 preparation and mailing of checks, statements, notices and
17 similar items; clerical, bookkeeping, accounting, statistical
18 or similar functions; and any other function which the
19 corporate fiduciary, in the ordinary course of its business,
20 could have performed itself.
21 Any report of examination pursuant to this Section and
22 any copies thereof shall be the property of the Commissioner,
23 confidential and may only be disclosed under the
24 circumstances set forth in Section 48.3 of the Illinois
25 Banking Act, as now or hereafter amended.
26 (Source: P.A. 89-364, eff. 8-18-95.)
27 (205 ILCS 620/5-6) (from Ch. 17, par. 1555-6)
28 Sec. 5-6. Removal orders. Whenever, in the opinion of
29 the Commissioner, any director, officer, employee, or agent
30 of a corporate fiduciary shall have violated any law, rule,
31 or order relating to the corporate fiduciary or shall have
32 engaged in an unsafe or unsound practice in conducting the
33 business of the corporate fiduciary, the Commissioner may
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1 issue an order of removal. If in the opinion of the
2 Commissioner, any former director, officer, employee, or
3 agent of a corporate fiduciary violated any law, rule, or
4 order relating to the corporate fiduciary or engaged in an
5 unsafe or unsound practice in conducting the business of the
6 corporate fiduciary prior to the termination of his or her
7 service with the corporate fiduciary, the Commissioner may
8 issue an order prohibiting that person from further service
9 with a corporate fiduciary as a director, officer, employee,
10 or agent. An The order issued pursuant to this Section shall
11 be served upon the director, officer, employee, or agent. A
12 copy of the order shall be sent to each director of the
13 corporate fiduciary affected by personal service, certified
14 mail return receipt requested, or any other method that
15 provides proof of service and receipt. The person affected
16 by the action shall be immediately removed and cease to act
17 as director, officer, employee, or agent, but may request a
18 hearing before the State Banking Board of Illinois, hereafter
19 "the Board", within 10 days after receipt of the order of
20 removal or prohibition. The hearing shall be held by the
21 Board according to the same procedures used pursuant to
22 Section 48 of the Illinois Banking Act, and the hearing shall
23 be held within 30 days after the request has been received by
24 the Board. After concluding the hearing, the Board shall
25 make a determination approving, modifying, or disapproving
26 the order of the Commissioner as its final administrative
27 decision. A copy of the order of the Board shall be served
28 upon the person against whom the order is directed and a copy
29 shall be served upon the corporate fiduciary of which the
30 person is a director, officer, employee, or agent, whereupon
31 the immediate removal by the Commissioner shall be confirmed,
32 and the person shall cease to be a director, officer,
33 employee, or agent of the corporate fiduciary. Any person
34 who has been removed or prohibited by an order of the
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1 Commissioner under this Section or subsection (7) of Section
2 48 of the Illinois Banking Act may not thereafter serve as
3 director, officer, employee, or agent of any State bank or
4 corporate fiduciary, or of any other entity that is subject
5 to licensure or regulation by the Commissioner or the Office
6 of Banks and Real Estate unless the Commissioner has granted
7 prior approval in writing. An order of removal by the
8 Commissioner or an order of the Board reviewing such order of
9 the Commissioner and the findings of fact upon which an
10 order is based shall not be made public or disclosed to
11 anyone except the director, officer, employee, or agent
12 involved, the directors of the corporate fiduciary involved,
13 and to any others the Commissioner deems appropriate to
14 protect beneficiaries or the corporate fiduciary including,
15 but not limited to, other regulators, law enforcement
16 agencies, and the insurance or bonding companies of the
17 corporate fiduciary, other than in connection with
18 proceedings to enforce the order or in connection with
19 proceedings for a violation of or failure to comply with this
20 Section and any order issued hereunder. The Commissioner may
21 institute a civil action against the director, officer,
22 employee, or agent subject to an order issued under this
23 Section and against the corporate fiduciary to enforce
24 compliance with or to enjoin any violation of the terms of
25 the order.
26 (Source: P.A. 86-754; 87-1136.)
27 (205 ILCS 620/9-1) (from Ch. 17, par. 1559-1)
28 Sec. 9-1. Illinois Fiduciary Advisory Committee. There
29 is created an Illinois Fiduciary Advisory Committee which
30 shall consist of the Commissioner, who shall be its Chairman
31 and 8 additional members divided into 2 groups designated
32 Group one and Group two. These 8 members shall be appointed
33 by the Governor with the advice and consent of the Senate and
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1 shall have the following qualification:
2 Group one shall consist of 6 members, each of whom shall
3 be a trust officer of a State chartered bank, savings bank,
4 or savings and loan association located in the State of
5 Illinois, and shall have experience in the field of corporate
6 fiduciary administration.
7 Group two shall consist of 2 members, each of whom shall
8 be an executive officer of an independent trust company
9 located in the State of Illinois and shall have experience in
10 the field of corporate fiduciary administration.
11 (Source: P.A. 89-364, eff. 8-18-95.)
12 (205 ILCS 620/9-2) (from Ch. 17, par. 1559-2)
13 Sec. 9-2. The terms of office of the members of the
14 Committee shall be as follows: (a) The terms of office of all
15 members initially appointed shall begin on January 1, 1986.
16 (b) The members first appointed as Group one members
17 shall have the following terms as designated by the Governor:
18 two members for a term of 1 year, one member for a term of 2
19 years, two members for a term of 3 years and one member for a
20 term of 4 years. Thereafter, the term of office of each
21 Group one member shall be for 4 years, except that an
22 appointment to fill a vacancy shall be for the unexpired term
23 of the member whose vacancy is being filled.
24 (c) The members first appointed as Group two members
25 shall have the following terms designated by the Governor:
26 One member for a term of 2 years and one member for a term of
27 4 years. Thereafter, the terms of office of each Group two
28 member shall be for 4 years, except that an appointment to
29 fill a vacancy shall be for the unexpired term of the member
30 whose vacancy is being filled.
31 (d) No member may serve more than 2 consecutive 4-year
32 terms; however, no initial term of office beginning January
33 1, 1986 which is less than 4 years and no part of a term of
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1 office to which a member may have been appointed to fill a
2 vacancy, shall be considered in determining the number of
3 consecutive terms which a member may serve.
4 (e) The term of office of any member of the Illinois
5 Fiduciary Advisory Committee shall terminate automatically
6 when the member no longer meets the qualifications for that
7 member's appointment to the Committee.
8 (Source: P.A. 85-858.)
9 Section 35. The Residential Mortgage License Act of 1987
10 is amended by changing Sections 2-4, 2-6, 2-7, 3-4, 4-2, and
11 4-8 as follows:
12 (205 ILCS 635/2-4) (from Ch. 17, par. 2322-4)
13 Sec. 2-4. Averments of Licensee. Each application for
14 license shall be accompanied by the following averments
15 stating that the applicant:
16 (a) Will maintain at least one full service office
17 within the State of Illinois pursuant to Section 3-4 of this
18 Act;
19 (b) Will maintain staff reasonably adequate to meet the
20 requirements of Section 3-4 of this Act;
21 (c) Will keep and maintain for 36 months the same
22 written records as required by the federal Equal Credit
23 Opportunity Act, and any other information required by
24 regulations of the Commissioner regarding any home mortgage
25 in the course of the conduct of its residential mortgage
26 business;
27 (d) Will file with the Commissioner, when due, any
28 report or reports which it is required to file under any of
29 the provisions of this Act;
30 (e) Will not engage, whether as principal or agent, in
31 the practice of rejecting residential mortgage applications
32 without reasonable cause, or varying terms or application
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1 procedures without reasonable cause, for home mortgages on
2 real estate within any specific geographic area from the
3 terms or procedures generally provided by the licensee within
4 other geographic areas of the State;
5 (f) Will not engage in fraudulent home mortgage
6 underwriting practices;
7 (g) Will not make payment, whether directly or
8 indirectly, of any kind to any in house or fee appraiser of
9 any government or private money lending agency with which an
10 application for a home mortgage has been filed for the
11 purpose of influencing the independent judgment of the
12 appraiser with respect to the value of any real estate which
13 is to be covered by such home mortgage;
14 (h) Has filed tax returns (State and Federal) for the
15 past 3 years or filed with the Commissioner an accountant's
16 or attorney's statement as to why no return was filed;
17 (i) Will not engage in any discrimination or redlining
18 activities prohibited by Section 3-8 of this Act;
19 (j) Will not knowingly make any false promises likely to
20 influence or persuade, or pursue a course of
21 misrepresentation and false promises through agents,
22 solicitors, advertising or otherwise;
23 (k) Will not knowingly misrepresent, circumvent or
24 conceal, through whatever subterfuge or device, any of the
25 material particulars or the nature thereof, regarding a
26 transaction to which it is a party to the injury of another
27 party thereto;
28 (1) Will disburse funds in accordance with its
29 agreements;
30 (m) Has not committed a crime against the law of this
31 State, any other state or of the United States, involving
32 moral turpitude, fraudulent or dishonest dealing, and that no
33 final judgment has been entered against it in a civil action
34 upon grounds of fraud, misrepresentation or deceit which has
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1 not been previously reported to the Commissioner;
2 (n) Will account or deliver to any person any personal
3 property such as money, fund, deposit, check, draft,
4 mortgage, other document or thing of value, which has come
5 into its possession, and which is not its property, or which
6 it is not in law or equity entitled to retain under the
7 circumstances, at the time which has been agreed upon or is
8 required by law, or, in the absence of a fixed time, upon
9 demand of the person entitled to such accounting and
10 delivery;
11 (o) Has not engaged in any conduct which would be cause
12 for denial of a license;
13 (p) Has not become insolvent;
14 (q) Has not submitted an application for a license under
15 this Act which contains a material misstatement;
16 (r) Has not demonstrated by course of conduct,
17 negligence or incompetence in performing any act for which it
18 is required to hold a license under this Act;
19 (s) Will advise the Commissioner in writing of any
20 changes to the information submitted on the most recent
21 application for license within 30 45 days of said change.
22 The written notice must be signed in the same form as the
23 application for license being amended;
24 (t) Will comply with the provisions of this Act, or with
25 any lawful order, rule or regulation made or issued under the
26 provisions of this Act;
27 (u) Will submit to periodic examination by the
28 Commissioner as required by this Act; and
29 (v) Will advise the Commissioner in writing of judgments
30 entered against, and bankruptcy petitions by, the license
31 applicant within 5 days of occurrence;.
32 (w) Will advise the Commissioner in writing within 30
33 days when the license applicant requests a licensee under
34 this Act to repurchase a loan, and the circumstances
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1 therefor; and
2 (x) Will advise the Commissioner in writing within 30
3 days when the license applicant is requested by another
4 entity to repurchase a loan, and the circumstances therefor.
5 (Source: P.A. 86-137.)
6 (205 ILCS 635/2-6) (from Ch. 17, par. 2322-6)
7 Sec. 2-6. License issuance and renewal; fee.
8 (a) Beginning May 1, 1992, licenses issued before
9 January 1, 1988, shall be renewed every 2 years on May 1.
10 Beginning May 1, 1992, licenses issued on or after January 1,
11 1988, shall be renewed every 2 years on the anniversary of
12 the date of the issuance of the original license. Licenses
13 issued for first time applicants on or after May 1, 1992,
14 shall be renewed on the first anniversary of their issuance
15 and every 2 years thereafter. Properly completed renewal
16 application forms and filing fees must be received by the
17 Commissioner 45 60 days prior to the renewal date.
18 (b) It shall be the responsibility of each licensee to
19 accomplish renewal of its license; failure of the licensee to
20 receive renewal forms absent a request sent by certified mail
21 for such forms will not waive said responsibility. Failure by
22 a licensee to submit a properly completed renewal application
23 form and fees in a timely fashion, absent a written extension
24 from the Commissioner, will result in the assessment of
25 additional fees, as follows:
26 (1) A fee of $500 will be assessed to the licensee
27 30 days after the proper renewal date and $1,000 each
28 month thereafter, until the license is either renewed or
29 expires pursuant to Section 2-6, subsections (c) and (d),
30 of this Act.
31 (2) Such fee will be assessed without prior notice
32 to the licensee, but will be assessed only in cases
33 wherein the Commissioner has in his or her possession
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1 documentation of the licensee's continuing activity for
2 which the unrenewed license was issued.
3 (c) A license which is not renewed by the date required
4 in this Section shall automatically become inactive. No
5 activity regulated by this Act shall be conducted by the
6 licensee when a license becomes inactive. An inactive
7 license may be reactivated by filing a completed reactivation
8 application with the Commissioner, payment of the renewal
9 fee, and payment of a reactivation fee equal to the renewal
10 fee.
11 (d) A license which is not renewed within one year of
12 becoming inactive shall expire.
13 (e) A licensee ceasing an activity or activities
14 regulated by this Act and desiring to no longer be licensed
15 shall so inform the Commissioner in writing and, at the same
16 time, convey the license and all other symbols or indicia of
17 licensure. The licensee shall include a plan for the
18 withdrawal from regulated business, including a timetable for
19 the disposition of the business. Upon receipt of such
20 written notice, the Commissioner shall issue a certified
21 statement canceling cancelling the license.
22 (Source: P.A. 86-137; 87-642; 87-1098.)
23 (205 ILCS 635/2-7) (from Ch. 17, par. 2322-7)
24 Sec. 2-7. Waiver of licensing fee. The Commissioner may
25 waive the licensing fee upon receipt of:
26 (a) an application for a residential mortgage license in
27 Illinois,
28 (b) an addendum requesting waiver of the fee stating the
29 grounds in support of such waiver, including but not limited
30 to, not for profit status, bankruptcy or the showing of undue
31 hardship, and
32 (c) in case of an out-of-state servicer of loans in
33 Illinois, the following documentation is required:
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1 (1) A verification that the firm services only 100
2 25 or fewer loans secured by residential real estate
3 situated in Illinois;
4 (2) An agreement not to originate, purchase or
5 acquire additional servicing of loans secured by
6 residential real estate situated in Illinois;
7 (3) An agreement to maintain a dedicated toll free
8 (800) number for exclusive use by the licensee's Illinois
9 customers;
10 (4) An agreement to provide a written notice at
11 least annually to the licensee's Illinois customers
12 advising them of the dedicated toll free (800) number;
13 and to furnish the Commissioner with a copy of such
14 written notice.
15 A request for waiver of the filing fee must be submitted
16 each year in conjunction with the license renewal procedure.
17 (Source: P.A. 86-137; 87-1098.)
18 (205 ILCS 635/3-4) (from Ch. 17, par. 2323-4)
19 Sec. 3-4. Office and staff within the State.
20 (a) A licensee shall maintain, in the State of Illinois,
21 at least one full service office with staff reasonably
22 adequate to handle efficiently communications, questions, and
23 all other matters relating to any application for a home
24 mortgage or an existing home mortgage with respect to which
25 such licensee is performing services, regardless of kind, for
26 any borrower or lender, note owner or holder, or for himself
27 or herself while engaged in the residential mortgage
28 business.
29 (b) Notwithstanding the requirements of subsection (a)
30 of this Section, upon application of the licensee, the
31 Commissioner may waive the requirements of subsection (a)
32 upon receipt of a notarized affidavit stating a written
33 finding that:
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1 (1) the licensee does not solicit, with respect to
2 activity licensable under this Act, in any manner or
3 amount, Illinois consumers seeking residential mortgages;
4 (2) the licensee does not originate or broker
5 residential mortgage loans;
6 (3) the licensee has no unresolved complaints under
7 Section 4-6 of this Act;
8 (4) the licensee's principal place of business is
9 not within this State; and
10 (5) the licensee is in compliance with this Act.
11 (c) No waiver granted under subsection (b) of this
12 Section shall run longer than the term of the license in
13 effect when the waiver was granted. Upon renewal of the
14 license, the waiver may be renewed upon application as
15 provided in subsection (b).
16 (Source: P.A. 89-355, eff. 8-17-95.)
17 (205 ILCS 635/4-2) (from Ch. 17, par. 2324-2)
18 Sec. 4-2. Examination; prohibited activities.
19 (a) The business affairs of a licensee under this Act
20 shall be examined for compliance with this Act as often as
21 the Commissioner deems necessary and proper. The
22 Commissioner shall promulgate rules with respect to the
23 frequency and manner of examination. The Commissioner shall
24 appoint a suitable person to perform such examination. The
25 Commissioner and his appointees may examine the entire books,
26 records, documents, and operations of each licensee and may
27 examine any of the licensee's officers, directors, employees
28 and agents under oath.
29 (b) The Commissioner shall prepare a full and detailed
30 report of each licensee's examination, shall issue a copy of
31 such report to each licensee's principals, officers, or
32 directors and shall take appropriate steps to ensure
33 correction of violations of this Act.
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1 (c) Affiliates of a licensee shall be subject to
2 examination by the Commissioner on the same terms as the
3 licensee, but only when reports from, or examination of a
4 licensee provides for documented evidence of unlawful
5 activity between a licensee and affiliate benefiting,
6 affecting or deriving from the activities regulated by this
7 Act.
8 (d) The expenses of any examination of the licensee and
9 affiliates shall be borne by the licensee and assessed by the
10 Commissioner as established by regulation.
11 (e) Upon completion of the examination, the Commissioner
12 shall issue a report to the licensee. The examination
13 report, and the work papers of the report shall belong to the
14 Commissioner's office and may not be disclosed to anyone
15 other than the licensee, law enforcement officials or other
16 regulatory agencies that shall be defined in rules
17 promulgated by the Commissioner, or to a party presenting a
18 lawful subpoena to the Office of the Commissioner. Reports
19 required of licensees by the Commissioner under this Act and
20 results of examinations performed by the Commissioner under
21 this Act shall be the property of only the licensee and the
22 Commissioner. Access under this Act to the books and records
23 of each licensee shall be limited to the Commissioner and his
24 agents as provided in this Act and to the licensee and its
25 authorized agents and designees. No other person shall have
26 access to the books and records of a licensee under this Act.
27 (f) The Commissioner, deputy commissioners, and
28 employees of the Office of Banks and Real Estate shall be
29 subject to the restrictions provided in Section 2.5 of the
30 Office of Banks and Real Estate Act including, without
31 limitation, the restrictions on (i) owning shares of stock or
32 holding any other equity interest in an entity regulated
33 under this Act or in any corporation or company that owns or
34 controls an entity regulated under this Act; (ii) being an
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1 officer, director, employee, or agent of an entity regulated
2 under this Act; and (iii) obtaining a loan or accepting a
3 gratuity from an entity regulated under this Act.
4 (g) After the initial examination for those licensees
5 whose only mortgage activity is servicing fewer than 1,000
6 500 Illinois residential loans, the examination required in
7 subsection (a) may be waived upon submission of a letter from
8 the licensee's independent certified auditor that the
9 licensee serviced fewer than 1,000 500 Illinois residential
10 loans during the year in which the audit was performed.
11 (Source: P.A. 89-355, eff. 8-17-95; 89-508, eff. 7-3-96.)
12 (205 ILCS 635/4-8) (from Ch. 17, par. 2324-8)
13 Sec. 4-8. Default Gross delinquency rate; examination.
14 (a) The Commissioner shall obtain from the U.S.
15 Department of Housing and Urban Development on a semi-annual
16 basis that Department's default claim rates for endorsements
17 issued by that Department. The gross delinquency rate of each
18 licensee shall be determined annually by the Commissioner.
19 The gross delinquency rate shall be the figure used by the
20 Commissioner to monitor the delinquency performance of
21 licensees dealing in mortgages.
22 (b) The Commissioner shall conduct an examination of
23 each licensee having a default gross delinquency rate equal
24 to or greater than 5% the product of (1) the average gross
25 delinquency rate of all licensees for the immediately
26 preceding calendar year, as determined by the Commissioner
27 under subsection (a) and (2) the delinquency rate factor as
28 set by rule of the Commissioner.
29 (c) Notwithstanding the provisions of subsection (b), a
30 licensee with an annual gross delinquency rate that is less
31 than or equal to 5% for the immediately preceding calendar
32 year shall not be examined by the Commissioner for that
33 calendar year. This subsection shall not be construed as a
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1 limitation of the Commissioner's examination authority under
2 Section 4-2 of this Act or as otherwise provided in this Act.
3 The Commissioner may require a licensee to provide loan
4 default data as the Commissioner deems necessary for the
5 proper enforcement of the Act.
6 (c) (d) The purpose of the examination under subsection
7 (b) shall be to determine whether the default gross
8 delinquency rate of the licensee has resulted from practices
9 which deviate from sound and accepted mortgage underwriting
10 practices, including but not limited to credit fraud,
11 appraisal fraud and property inspection fraud. For the
12 purpose of conducting this examination, the Commissioner may
13 accept materials prepared for the U.S. Department of Housing
14 and Urban Development. At the conclusion of the examination,
15 the Commissioner shall make his or her findings available to
16 the Residential Mortgage Board.
17 (d) (e) The Commissioner, at his or her discretion, may
18 hold public hearings, or at the direction of the Residential
19 Mortgage Board, shall hold public hearings. Such testimony
20 shall be by a homeowner or mortgagor or his agent, whose
21 residential interest is affected by the activities of the
22 residential mortgage licensee subject to such hearing. At
23 such public hearing, a witness may present testimony on his
24 or her behalf concerning only his or her home, or home
25 mortgage or a witness may authorize a third party to appear
26 on his or her behalf. The testimony shall be restricted to
27 information and comments related to a specific residence or
28 specific residential mortgage application or applications for
29 a residential mortgage or residential loan transaction. The
30 testimony must be preceded by either a letter of complaint or
31 a completed consumer complaint form prescribed by the
32 Commissioner.
33 (e) (f) The Commissioner shall, at the conclusion of the
34 public hearings, release his or her findings and shall also
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1 make public any action taken with respect to the licensee.
2 The Commissioner shall also give full consideration to the
3 findings of this examination whenever reapplication is made
4 by the licensee for a new license under this Act.
5 (f) (g) A licensee that is examined pursuant to
6 subsection (b) shall submit to the Commissioner a plan which
7 shall be designed to reduce that licensee's default gross
8 delinquency rate to a figure that is less than 5% or equal to
9 the average gross delinquency rate for all licensees for the
10 calendar year for which the delinquency data was submitted.
11 The plan shall be implemented by the licensee as approved by
12 the Commissioner. A licensee that is examined pursuant to
13 subsection (b) shall report monthly, for a one year period,
14 one, 2, and 3 month defaults delinquencies.
15 (g) (h) Whenever the Commissioner finds that a
16 licensee's default gross delinquency rate on insured
17 mortgages is unusually high within a particular geographic
18 area, he or she shall require that licensee to submit such
19 information as is necessary to determine whether that
20 licensee's practices have constituted credit fraud, appraisal
21 fraud or property inspection fraud. The Commissioner shall
22 promulgate such rules as are necessary to determine whether
23 any licensee's default gross delinquency rate is unusually
24 high within a particular area.
25 (Source: P.A. 89-355, eff. 1-1-96; 89-626, eff. 8-9-96.)
26 (205 ILCS 635/4-9 rep.)
27 Section 40. The Residential Mortgage License Act of 1987
28 is amended by repealing Section 4-9.
29 Section 45. The Foreign Banking Office Act is amended by
30 changing Sections 5, 9, 11, and 13 as follows:
31 (205 ILCS 645/5) (from Ch. 17, par. 2712)
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1 (Text of Section before amendment by P.A. 89-208)
2 Sec. 5. There shall be delivered to the Commissioner (1)
3 duplicate originals of the application of the foreign banking
4 corporation for a certificate of authority and (2) a copy of
5 its charter or articles of incorporation and all amendments
6 thereto, duly authenticated by the proper officer of the
7 country under which such foreign banking corporation was
8 organized.
9 If, according to law, a certificate of authority to
10 establish and maintain a banking office in the central
11 business district of Chicago and to conduct thereat a general
12 banking business, should be issued to such foreign banking
13 corporation, the Commissioner shall, when all fees have been
14 paid as in this Act prescribed:
15 (a) endorse on each of such documents the word "Filed",
16 and the date of the filing thereof;
17 (b) file in his office one of such duplicate originals
18 of the application and a copy of the charter or articles of
19 incorporation and amendments thereto; and
20 (c) issue a certificate of authority to such foreign
21 banking corporation, to which he shall affix the other
22 duplicate original application.
23 The certificate of authority, with the duplicate original
24 of the application affixed thereto by the Commissioner, shall
25 be returned to the foreign banking corporation or its
26 representative and shall be filed for record in the Office of
27 the recorder of Cook County, Illinois, within 30 days after
28 its issuance.
29 (Source: P.A. 83-358.)
30 (Text of Section after amendment by P.A. 89-208)
31 Sec. 5. Documents required by the Commissioner. There
32 shall be delivered to the Commissioner (1) duplicate
33 originals of the application of the foreign banking
34 corporation for a certificate of authority and (2) a copy of
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1 its charter or articles of incorporation and all amendments
2 thereto, duly authenticated by the proper officer of the
3 country under which such foreign banking corporation was
4 organized.
5 If, according to law, a certificate of authority to
6 establish and maintain a banking office and to conduct
7 thereat a general banking business, should be issued to such
8 foreign banking corporation, the Commissioner shall, when all
9 fees have been paid as in this Act prescribed:
10 (a) endorse on each of such documents the word "Filed",
11 and the date of the filing thereof;
12 (b) file in his office one of such duplicate originals
13 of the application and a copy of the charter or articles of
14 incorporation and amendments thereto; and
15 (c) issue a certificate of authority to such foreign
16 banking corporation, to which he shall affix the other
17 duplicate original application.
18 The certificate of authority, with the duplicate original
19 of the application affixed thereto by the Commissioner, shall
20 be returned to the foreign banking corporation or its
21 representative and shall be filed for record in the Office of
22 the recorder of Cook County, Illinois, within 30 days after
23 its issuance.
24 (Source: P.A. 89-208, eff. 6-1-97.)
25 (205 ILCS 645/9) (from Ch. 17, par. 2716)
26 (Text of Section before amendment by P.A. 89-208)
27 Sec. 9. Each foreign banking corporation authorized to
28 establish and maintain a banking office in the central
29 business district of Chicago shall have and continuously
30 maintain in the City of Chicago:
31 (a) a registered office which may be, but need not be,
32 the same as its place of business in the City of Chicago; and
33 (b) a registered agent, which agent may be either an
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1 individual, resident in this State, whose business office is
2 identical with such registered office, or a corporation
3 authorized to transact business in this State having a
4 business office identical with such registered office.
5 A registered agent may at any time vacate his office as
6 registered agent by filing in the office of the Commissioner
7 a statement setting forth his resignation and the effective
8 date thereof, which shall not be less than 60 days nor more
9 than 90 days after the date of filing. A copy of the
10 statement shall be served on the foreign banking corporation
11 by the registered agent so resigning by registered or
12 certified mail addressed to such foreign banking corporation
13 at its principal office as such is known to such resigning
14 agent and directed to the attention of the secretary or other
15 comparable officer of such corporation within 5 days after
16 the date of filing.
17 A foreign banking corporation may from time to time
18 change the address of its registered office; and shall change
19 its registered agent if the office of the registered agent
20 becomes vacant for any reason or if its registered agent
21 becomes disqualified or incapacitated to act, or if it
22 revokes the appointment of its registered agent. Any such
23 change of registered office or registered agent may be
24 effected by filing in the office of the Commissioner
25 duplicate originals of a statement setting forth the details
26 with respect to such change and the effective date thereof.
27 The Commissioner shall endorse on each of such duplicate
28 originals the word "Filed" and the date of filing thereof,
29 and file in his office one of such duplicate originals. He
30 shall return the other duplicate original to the foreign
31 banking corporation or its representative to be filed within
32 30 days in the office of the recorder of Cook County,
33 Illinois.
34 (Source: P.A. 83-358.)
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1 (Text of Section after amendment by P.A. 89-208)
2 Sec. 9. Registered office and agent. Each foreign
3 banking corporation authorized to establish and maintain a
4 banking office shall have and continuously maintain:
5 (a) a registered office in Illinois which may be, but
6 need not be, the same as its place of business; and
7 (b) a registered agent, which agent may be either an
8 individual, resident in this State, whose business office is
9 identical with such registered office, or a corporation
10 authorized to transact business in this State having a
11 business office identical with such registered office.
12 A registered agent may at any time vacate his office as
13 registered agent by filing in the office of the Commissioner
14 a statement setting forth his resignation and the effective
15 date thereof, which shall not be less than 60 days nor more
16 than 90 days after the date of filing. A copy of the
17 statement shall be served on the foreign banking corporation
18 by the registered agent so resigning by registered or
19 certified mail addressed to such foreign banking corporation
20 at its principal office as such is known to such resigning
21 agent and directed to the attention of the secretary or other
22 comparable officer of such corporation within 5 days after
23 the date of filing.
24 A foreign banking corporation may from time to time
25 change the address of its registered office; and shall change
26 its registered agent if the office of the registered agent
27 becomes vacant for any reason or if its registered agent
28 becomes disqualified or incapacitated to act, or if it
29 revokes the appointment of its registered agent. Any such
30 change of registered office or registered agent may be
31 effected by filing in the office of the Commissioner
32 duplicate originals of a statement setting forth the details
33 with respect to such change and the effective date thereof.
34 The Commissioner shall endorse on each of such duplicate
HB1288 Enrolled -112- LRB9000532JSsbB
1 originals the word "Filed" and the date of filing thereof,
2 and file in his office one of such duplicate originals. He
3 shall return the other duplicate original to the foreign
4 banking corporation or its representative to be filed within
5 30 days in the office of the recorder of deeds in the county
6 in which the banking office is located.
7 (Source: P.A. 89-208, eff. 6-1-97.)
8 (205 ILCS 645/11) (from Ch. 17, par. 2718)
9 (Text of Section before amendment by P.A. 89-208)
10 Sec. 11. A foreign banking corporation holding a
11 certificate of authority issued pursuant to this Act shall
12 keep on deposit, in accordance with such rules and
13 regulations as the Commissioner has promulgated, with the
14 Federal Reserve Bank of Chicago or such State bank or
15 national bank as such foreign banking corporation may
16 designate and the Commissioner may approve, interest-bearing
17 stocks and bonds, notes, debentures or other obligations of
18 the United States or any agency or instrumentality thereof or
19 guaranteed by the United States, or of this State, or of a
20 city, county, town, village, school district, or
21 instrumentality of this State or guaranteed by this State, or
22 dollar deposits, or obligations of the International Bank for
23 Reconstruction and Development, or obligations issued by the
24 Inter-American Development Bank, or obligations of the Asian
25 Development Bank, or obligations of the African Development
26 Bank, or obligations of the International Finance
27 Corporation, or such other assets as the Commissioner shall
28 permit, to an aggregate amount, based upon principal amount
29 or market value, whichever is lower, in the case of the
30 above-described securities, and subject to such limitations
31 as he shall prescribe, of not less than the greater of
32 $100,000 or 5% of the total liabilities (including contingent
33 liabilities) of such banking office, including acceptances,
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1 but excluding (i) accrued expenses, and (ii) amounts due and
2 other liabilities to other offices, agencies or branches of,
3 and wholly-owned (except for a nominal number of directors'
4 shares) subsidiaries of, such foreign banking corporation,
5 and (iii) such contingent liabilities as the Commissioner may
6 exclude. The deposit shall be maintained with the Federal
7 Reserve Bank of Chicago or any such State bank or national
8 bank pursuant to a deposit agreement in such form and
9 containing such conditions and limitations (including a
10 deposit in the name of the Commissioner in trust for the
11 depositors of such banking office) as the Commissioner may
12 prescribe. So long as it continues business in the ordinary
13 course such banking office shall, however, be permitted to
14 collect interest on the securities so deposited and from time
15 to time exchange, examine and compare such securities.
16 Notwithstanding the provisions of this Section, any such
17 foreign banking corporation whose liabilities are either
18 required to be or are exempt from being insured by the
19 Federal Deposit Insurance Corporation pursuant to Section
20 6(b) of the International Banking Act of 1978 (12 USC 3104),
21 as now or hereafter amended, shall be exempt from the
22 requirements of this Section.
23 (Source: P.A. 86-272; 86-754; 86-1028; 87-575.)
24 (Text of Section after amendment by P.A. 89-208)
25 Sec. 11. Pledging requirements; discretion of
26 Commissioner. A foreign banking corporation holding a
27 certificate of authority issued pursuant to this Act may be
28 required, when deemed necessary and appropriate in the
29 opinion of the Commissioner, to keep on deposit with the
30 Federal Reserve Bank of Chicago or such State bank or
31 national bank as such foreign banking corporation may
32 designate and the Commissioner may approve, interest-bearing
33 stocks and bonds, notes, debentures or other obligations of
34 the United States or any agency or instrumentality thereof or
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1 guaranteed by the United States, or of this State, or of a
2 city, county, town, village, school district, or
3 instrumentality of this State or guaranteed by this State, or
4 dollar deposits, or obligations of the International Bank for
5 Reconstruction and Development, or obligations issued by the
6 Inter-American Development Bank, or obligations of the Asian
7 Development Bank, or obligations of the African Development
8 Bank, or obligations of the International Finance
9 Corporation, or such other assets as the Commissioner shall
10 permit, to an aggregate amount, based upon principal amount
11 or market value, whichever is lower, in the case of the
12 above-described securities, and subject to such limitations
13 as he shall prescribe, of not less than the greater of
14 $100,000 or 5% of the total liabilities (including contingent
15 liabilities of such banking office, including acceptances,
16 but excluding (i) accrued expenses, and (ii) amounts due and
17 other liabilities to other offices, agencies or branches of,
18 and wholly-owned (except for a nominal number of directors'
19 shares) subsidiaries of, such foreign banking corporation,
20 and (iii) such contingent liabilities as the Commissioner may
21 exclude. The deposit shall be maintained with the Federal
22 Reserve Bank of Chicago or any such State bank or national
23 bank pursuant to a deposit agreement in such form and
24 containing such conditions and limitations (including a
25 deposit in the name of the Commissioner in trust for the
26 depositors of such banking office) as the Commissioner may
27 prescribe. So long as it continues business in the ordinary
28 course such banking office shall, however, be permitted to
29 collect interest on the securities so deposited and from time
30 to time exchange, examine and compare such securities.
31 (Source: P.A. 89-208, eff. 6-1-97.)
32 (205 ILCS 645/13) (from Ch. 17, par. 2720)
33 Sec. 13. Each such foreign banking corporation shall
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1 hold, in this State, currency, bonds, notes, debentures,
2 drafts, bills of exchange or other evidences of indebtedness
3 or other obligations payable in the United States or in
4 United States funds or, with the prior approval of the
5 Commissioner, in funds freely convertible into United States
6 funds, or such other assets as the Commissioner shall permit,
7 in an amount which shall bear such relationship as the
8 Commissioner shall prescribe to liabilities (including
9 contingent liabilities) of such foreign banking corporation
10 payable at or through its banking office in this State,
11 including acceptances, but excluding amounts due and other
12 liabilities to other offices, agencies or banking offices of,
13 and wholly-owned (except for a nominal number of directors'
14 shares) subsidiaries of, such foreign banking corporation and
15 such other liabilities (including contingent liabilities) as
16 the Commissioner shall permit. For the purposes of this
17 Section the Commissioner (a) shall value marketable
18 securities at principal amount or market value, whichever is
19 lower, (b) shall have the right to determine the value of any
20 nonmarketable bond, note, debenture, draft, bill of exchange,
21 other evidence of indebtedness, or of any other obligation
22 held by or owed to the foreign banking corporation or its
23 banking office within this State, and (c) in determining the
24 amount of assets for the purpose of computing the above ratio
25 of assets to liabilities, may exclude any particular asset
26 but shall give credit to assets required to be maintained
27 pursuant to Section 11, to reserves required to be maintained
28 pursuant to Section 15, or federal reserves referred to in
29 Section 15, and, subject to such rules and regulations as the
30 Commissioner may from time to time promulgate, to deposits
31 and credit balances with unaffiliated banking institutions
32 outside this State if such deposits or credit balances are
33 payable in United States funds or in currencies freely
34 convertible into United States funds. Credit given for such
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1 deposits and credit balances may not, however, exceed in
2 aggregate amount such percentage, but not less than 8%, as
3 the Commissioner may from time to time prescribe of the
4 aggregate amount of liabilities of such foreign banking
5 corporation, determined as provided in this Section. If, by
6 reason of the existence or the potential occurrence of
7 unusual and extraordinary circumstances, the Commissioner
8 deems it necessary or desirable for the maintenance of a
9 sound financial condition, the protection of depositors,
10 creditors, and the public interest, and to maintain public
11 confidence in the business of the banking office of a foreign
12 banking corporation, he may, notwithstanding anything to the
13 contrary contained in this Section, reduce the credit to be
14 given for deposits and credit balances with unaffiliated
15 banking institutions outside this State and require such
16 foreign banking corporation to deposit, in accordance with
17 such rules and regulations as he has promulgated, the assets
18 required to be held in this State pursuant to this Section 13
19 with such State banks or national banks as such foreign
20 banking corporation may designate and the Commissioner may
21 approve.
22 (Source: P.A. 82-257.)
23 Section 50. The Foreign Bank Representative Office Act
24 is amended by adding Section 7 as follows:
25 (205 ILCS 650/7 new)
26 Sec. 7. Powers of the Commissioner. The Commissioner
27 shall have under this Act all of the powers granted to him
28 under the Illinois Banking Act to the extent necessary to
29 enable the Commissioner to supervise the representative
30 office of a foreign bank holding a license.
31 Section 55. The Business Corporation Act of 1983 is
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1 amended by changing Section 1.80 and adding Sections 11.31
2 and 11.32 as follows:
3 (805 ILCS 5/1.80) (from Ch. 32, par. 1.80)
4 Sec. 1.80. Definitions. As used in this Act, unless the
5 context otherwise requires, the words and phrases defined in
6 this Section shall have the meanings set forth herein.
7 (a) "Corporation" or "domestic corporation" means a
8 corporation subject to the provisions of this Act, except a
9 foreign corporation.
10 (b) "Foreign corporation" means a corporation for profit
11 organized under laws other than the laws of this State, but
12 shall not include a banking corporation organized under the
13 laws of another state or of the United States, a foreign
14 banking corporation organized under the laws of a country
15 other than the United States and holding a certificate of
16 authority from the Commissioner of Banks and Real Estate
17 issued pursuant to the Foreign Banking Office Act, or a
18 banking corporation holding a license from the Commissioner
19 of Banks and Real Estate issued pursuant to the Foreign Bank
20 Representative Office Act.
21 (c) "Articles of incorporation" means the original
22 articles of incorporation, including the articles of
23 incorporation of a new corporation set forth in the articles
24 of consolidation, and all amendments thereto, whether
25 evidenced by articles of amendment, articles of merger,
26 articles of exchange, statement of correction affecting
27 articles, resolution establishing series of shares or a
28 statement of cancellation under Section 9.05. Restated
29 articles of incorporation shall supersede the original
30 articles of incorporation and all amendments thereto prior to
31 the effective date of filing the articles of amendment
32 incorporating the restated articles of incorporation.
33 (d) "Subscriber" means one who subscribes for shares in
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1 a corporation, whether before or after incorporation.
2 (e) "Incorporator" means one of the signers of the
3 original articles of incorporation.
4 (f) "Shares" means the units into which the proprietary
5 interests in a corporation are divided.
6 (g) "Shareholder" means one who is a holder of record of
7 shares in a corporation.
8 (h) "Certificate" representing shares means a written
9 instrument executed by the proper corporate officers, as
10 required by Section 6.35 of this Act, evidencing the fact
11 that the person therein named is the holder of record of the
12 share or shares therein described. If the corporation is
13 authorized to issue uncertificated shares in accordance with
14 Section 6.35 of this Act, any reference in this Act to shares
15 represented by a certificate shall also refer to
16 uncertificated shares and any reference to a certificate
17 representing shares shall also refer to the written notice in
18 lieu of a certificate provided for in Section 6.35.
19 (i) "Authorized shares" means the aggregate number of
20 shares of all classes which the corporation is authorized to
21 issue.
22 (j) "Paid-in capital" means the sum of the cash and
23 other consideration received, less expenses, including
24 commissions, paid or incurred by the corporation, in
25 connection with the issuance of shares, plus any cash and
26 other consideration contributed to the corporation by or on
27 behalf of its shareholders, plus amounts added or transferred
28 to paid-in capital by action of the board of directors or
29 shareholders pursuant to a share dividend, share split, or
30 otherwise, minus reductions from that sum effected by an
31 acquisition and cancellation of its own shares, to the extent
32 of the cost of the reacquired and cancelled shares or a
33 lesser amount as may be elected by the corporation.
34 Irrespective of the manner of designation thereof by the laws
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1 under which a foreign corporation is or may be organized,
2 paid-in capital of a foreign corporation shall be determined
3 on the same basis and in the same manner as paid-in capital
4 of a domestic corporation, for the purpose of computing
5 license fees, franchise taxes and other charges imposed by
6 this Act.
7 (k) "Net assets", for the purpose of determining the
8 right of a corporation to purchase its own shares and of
9 determining the right of a corporation to declare and pay
10 dividends and make other distributions to shareholders is
11 equal to the difference between the assets of the corporation
12 and the liabilities of the corporation.
13 (l) "Registered office" means that office maintained by
14 the corporation in this State, the address of which is on
15 file in the office of the Secretary of State, at which any
16 process, notice or demand required or permitted by law may be
17 served upon the registered agent of the corporation.
18 (m) "Insolvent" means that a corporation is unable to
19 pay its debts as they become due in the usual course of its
20 business.
21 (n) "Anniversary" means that day each year exactly one
22 or more years after:
23 (1) the date on the certificate of incorporation
24 issued under Section 2.10 of this Act, in the case of a
25 domestic corporation;
26 (2) the date on the certificate of authority issued
27 under Section 13.15 of this Act, in the case of a foreign
28 corporation; or
29 (3) the date on the certificate of consolidation
30 issued under Section 11.25 of this Act in the case of a
31 consolidation, unless the plan of consolidation provides
32 for a delayed effective date, pursuant to Section 11.40.
33 (o) "Anniversary month" means the month in which the
34 anniversary of the corporation occurs.
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1 (p) "Extended filing month" means the month (if any)
2 which shall have been established in lieu of the
3 corporation's anniversary month in accordance with Section
4 14.01.
5 (q) "Taxable year" means that 12 month period commencing
6 with the first day of the anniversary month of a corporation
7 through the last day of the month immediately preceding the
8 next occurrence of the anniversary month of the corporation,
9 except that in the case of a corporation that has established
10 an extended filing month "taxable year" means that 12 month
11 period commencing with the first day of the extended filing
12 month through the last day of the month immediately preceding
13 the next occurrence of the extended filing month.
14 (r) "Fiscal year" means the 12 month period with respect
15 to which a corporation ordinarily files its federal income
16 tax return.
17 (s) "Close corporation" means a corporation organized
18 under or electing to be subject to Article 2A of this Act,
19 the articles of incorporation of which contain the provisions
20 required by Section 2.10, and either the corporation's
21 articles of incorporation or an agreement entered into by all
22 of its shareholders provide that all of the issued shares of
23 each class shall be subject to one or more of the
24 restrictions on transfer set forth in Section 6.55 of this
25 Act.
26 (t) "Common shares" means shares which have no
27 preference over any other shares with respect to distribution
28 of assets on liquidation or with respect to payment of
29 dividends.
30 (u) "Delivered", for the purpose of determining if any
31 notice required by this Act is effective, means:
32 (1) transferred or presented to someone in person;
33 or
34 (2) deposited in the United States Mail addressed
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1 to the person at his, her or its address as it appears on
2 the records of the corporation, with sufficient
3 first-class postage prepaid thereon.
4 (v) "Property" means gross assets including, without
5 limitation, all real, personal, tangible, and intangible
6 property.
7 (w) "Taxable period" means that 12-month period
8 commencing with the first day of the second month preceding
9 the corporation's anniversary month in the preceding year and
10 prior to the first day of the second month immediately
11 preceding its anniversary month in the current year, except
12 that, in the case of a corporation that has established an
13 extended filing month, "taxable period" means that 12-month
14 period ending with the last day of its fiscal year
15 immediately preceding the extended filing month.
16 (x) "Treasury shares" mean (1) shares of a corporation
17 that have been issued, have been subsequently acquired by and
18 belong to the corporation, and have not been cancelled or
19 restored to the status of authorized but unissued shares and
20 (2) shares (i) declared and paid as a share dividend on the
21 shares referred to in clause (1) or this clause (2), or (ii)
22 issued in a share split of the shares referred to in clause
23 (1) or this clause (2). Treasury shares shall be deemed to
24 be "issued" shares but not "outstanding" shares. Treasury
25 shares may not be voted, directly or indirectly, at any
26 meeting or otherwise. Shares converted into or exchanged for
27 other shares of the corporation shall not be deemed to be
28 treasury shares.
29 (Source: P.A. 88-151; 89-508, eff. 7-3-96.)
30 (805 ILCS 5/11.31 new)
31 Sec. 11.31. Merger of mid-tier bank holding company into
32 subsidiary bank.
33 (a) A mid-tier bank holding company may merge into its
HB1288 Enrolled -122- LRB9000532JSsbB
1 subsidiary in the following manner:
2 (1) The mid-tier bank holding company shall comply
3 with the provisions of this Act with respect to the
4 merger of domestic corporations, and the surviving
5 subsidiary bank shall comply with the provisions of
6 Section 30.5 of the Illinois Banking Act.
7 (2) Section 11.50 of this Act shall, insofar as it
8 is applicable, apply to mergers between mid-tier bank
9 holding companies and their subsidiary banks.
10 (b) For the purpose of this Section 11.31, "mid-tier
11 bank holding company" means a corporation (1) that owns 100%
12 of the issued and outstanding shares of each class of stock
13 of a State bank, (2) that has no other subsidiaries, and (3)
14 of which 100% of the issued and outstanding shares are owned
15 by a parent bank holding company.
16 (805 ILCS 5/11.32 new)
17 Sec. 11.32. Merger or conversion of trust company into a
18 State bank.
19 (a) A trust company may merge into a State bank in the
20 following manner:
21 (1) The trust company shall comply with the
22 provisions of this Act with respect to the merger of
23 domestic corporations, and the surviving State bank shall
24 comply with the provisions of Section 30 of the Illinois
25 Banking Act.
26 (2) Section 11.50 of this Act shall, insofar as it
27 is applicable, apply to mergers between trust companies
28 and State banks.
29 (b) Whenever a trust company shall effect a conversion
30 into a State bank pursuant to Section 30 of the Illinois
31 Banking Act, it shall forthwith file with the Secretary of
32 State a copy of the certificate of conversion duly
33 authenticated by the Commissioner of Banks and Real Estate.
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1 The filing fee shall be the same as for filing articles of
2 merger.
3 (c) For the purpose of this Section 11.32, a "trust
4 company" means a corporation organized under this Act for the
5 purpose of accepting and executing trusts.
6 Section 95. No acceleration or delay. Where this Act
7 makes changes in a statute that is represented in this Act by
8 text that is not yet or no longer in effect (for example, a
9 Section represented by multiple versions), the use of that
10 text does not accelerate or delay the taking effect of (i)
11 the changes made by this Act or (ii) provisions derived from
12 any other Public Act.
13 Section 99. Effective date. This Act takes effect upon
14 becoming law.
HB1288 Enrolled -124- LRB9000532JSsbB
1 INDEX
2 Statutes amended in order of appearance
3 20 ILCS 3205/5 from Ch. 17, par. 455
4 205 ILCS 5/2 from Ch. 17, par. 302
5 205 ILCS 5/5 from Ch. 17, par. 311
6 205 ILCS 5/7 from Ch. 17, par. 314
7 205 ILCS 5/8 from Ch. 17, par. 315
8 205 ILCS 5/9 from Ch. 17, par. 316
9 205 ILCS 5/13 from Ch. 17, par. 320
10 205 ILCS 5/13.5 new
11 205 ILCS 5/14 from Ch. 17, par. 321
12 205 ILCS 5/16 from Ch. 17, par. 323
13 205 ILCS 5/16.5 new
14 205 ILCS 5/17 from Ch. 17, par. 324
15 205 ILCS 5/32 from Ch. 17, par. 339
16 205 ILCS 5/34 from Ch. 17, par. 342
17 205 ILCS 5/35 from Ch. 17, par. 343
18 205 ILCS 5/48 from Ch. 17, par. 359
19 205 ILCS 5/48.3 from Ch. 17, par. 360.2
20 205 ILCS 5/79 from Ch. 17, par. 391
21 205 ILCS 10/3.1 from Ch. 17, par. 2510.1
22 205 ILCS 205/1006 from Ch. 17, par. 7301-6
23 205 ILCS 205/1007.20 from Ch. 17, par. 7301-7.20
24 205 ILCS 205/1007.115 new
25 205 ILCS 205/1008 from Ch. 17, par. 7301-8
26 205 ILCS 205/1009 from Ch. 17, par. 7301-9
27 205 ILCS 205/3004 from Ch. 17, par. 7303-4
28 205 ILCS 205/4008 from Ch. 17, par. 7304-8
29 205 ILCS 205/5001 from Ch. 17, par. 7305-1
30 205 ILCS 205/6002 from Ch. 17, par. 7306-2
31 205 ILCS 205/9011 from Ch. 17, par. 7309-11
32 205 ILCS 205/9014 from Ch. 17, par. 7309-14
33 205 ILCS 205/9015 from Ch. 17, par. 7309-15
34 205 ILCS 205/10001 from Ch. 17, par. 7310-1
HB1288 Enrolled -125- LRB9000532JSsbB
1 205 ILCS 205/10002 from Ch. 17, par. 7310-2
2 205 ILCS 205/10004 from Ch. 17, par. 7310-4
3 205 ILCS 616/70
4 205 ILCS 616/75
5 205 ILCS 620/1-8 from Ch. 17, par. 1551-8
6 205 ILCS 620/2-7 from Ch. 17, par. 1552-7
7 205 ILCS 620/2-12 new
8 205 ILCS 620/5-2 from Ch. 17, par. 1555-2
9 205 ILCS 620/5-6 from Ch. 17, par. 1555-6
10 205 ILCS 620/9-1 from Ch. 17, par. 1559-1
11 205 ILCS 620/9-2 from Ch. 17, par. 1559-2
12 205 ILCS 635/2-4 from Ch. 17, par. 2322-4
13 205 ILCS 635/2-6 from Ch. 17, par. 2322-6
14 205 ILCS 635/2-7 from Ch. 17, par. 2322-7
15 205 ILCS 635/3-4 from Ch. 17, par. 2323-4
16 205 ILCS 635/4-2 from Ch. 17, par. 2324-2
17 205 ILCS 635/4-8 from Ch. 17, par. 2324-8
18 205 ILCS 635/4-9 rep.
19 205 ILCS 645/5 from Ch. 17, par. 2712
20 205 ILCS 645/9 from Ch. 17, par. 2716
21 205 ILCS 645/11 from Ch. 17, par. 2718
22 205 ILCS 645/13 from Ch. 17, par. 2720
23 205 ILCS 650/7 new
24 805 ILCS 5/1.80 from Ch. 32, par. 1.80
25 805 ILCS 5/11.31 new
26 805 ILCS 5/11.32 new