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91_HB2494ham001
LRB9104654JSpcam
1 AMENDMENT TO HOUSE BILL 2494
2 AMENDMENT NO. . Amend House Bill 2494 by replacing
3 the title with the following:
4 "AN ACT to amend the Illinois Banking Act by changing
5 Sections 10 and 16 and adding Section 9.5."; and
6 by replacing everything after the enacting clause with the
7 following:
8 "Section 5. The Illinois Banking Act is amended by
9 changing Sections 10 and 16 and adding Section 9.5 as
10 follows:
11 (205 ILCS 5/9.5 new)
12 Sec. 9.5. Reservation of corporate name. Upon the
13 filing of an application for a permit to organize, an
14 applicant may request that the Commissioner reserve the name
15 of the proposed bank. The reservation shall be made by
16 filing with the Commissioner an application to reserve a
17 specified corporate name on forms prescribed by the
18 Commissioner. If the Commissioner finds that the name is
19 available for corporate use, he or she shall reserve the name
20 for the exclusive use the of the applicant. The Commissioner
21 shall prescribe by rule the duration of the reservation.
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1 The right to the exclusive use of a specified corporate
2 name so reserved may be transferred to any other person by
3 filing with the Commissioner a notice of the transfer
4 executed by the person for whom such name was reserved and
5 specifying the name and address of the transferee.
6 The Commissioner may revoke any reservation if, after a
7 hearing, he or she finds that the application therefor was
8 made contrary to this Act.
9 (205 ILCS 5/10) (from Ch. 17, par. 317)
10 Sec. 10. Permit to organize. Upon the filing of an
11 application for a permit to organize, the Commissioner shall
12 investigate the truth of the statements therein and shall
13 consider the proposed bank's capital structure, its future
14 earnings prospects, the general character, experience, and
15 qualifications of its proposed management, its proposed plan
16 of operation, and the convenience and needs of the area
17 sought to be served and notwithstanding the provisions of
18 Section 7 of this Act, the Commissioner shall not approve the
19 application and issue a permit to organize unless he shall be
20 of the opinion and finds:
21 (1) that the proposed capital at least meets the minimum
22 requirements of this Act determined by the Commissioner
23 pursuant to Section 7 of this Act including additional
24 capital necessitated by the circumstances of the proposed
25 bank including its size, scope of operations and market in
26 which it proposes to operate;
27 (2) that the future earnings prospects are favorable;
28 (3) that the general character, experience, and
29 qualifications of its proposed management and its proposed
30 plan of operation are such as to assure reasonable promise of
31 successful, safe and sound operation;
32 (4) that the name of the proposed bank is not the same
33 as or deceptively similar to a name reserved with the
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1 Commissioner's office under Section 9.5 or to the name of any
2 other bank then operating in this State; and
3 (5) that the convenience and needs of the area sought to
4 be served by the proposed bank will be promoted.
5 (Source: P.A. 90-665, eff. 7-30-98.)
6 (205 ILCS 5/16) (from Ch. 17, par. 323)
7 Sec. 16. Directors. The business and affairs of a State
8 bank shall be managed by its board of directors that shall
9 exercise its powers as follows:
10 (1) Directors shall be elected as provided in this Act.
11 Any omission to elect a director or directors shall not
12 impair any of the rights and privileges of the bank or of any
13 person in any way interested. The existing directors shall
14 hold office until their successors are elected and qualify.
15 (2) (a) Notwithstanding the provisions of any charter
16 heretofore or hereafter issued, the number of directors,
17 not fewer than 5 nor more than 25, may be fixed from time
18 to time by the stockholders at any meeting of the
19 stockholders called for the purpose of electing directors
20 or changing the number thereof by the affirmative vote of
21 at least two-thirds of the outstanding stock entitled to
22 vote at the meeting, and the number so fixed shall be the
23 board regardless of vacancies until the number of
24 directors is thereafter changed by similar action. At
25 least a majority of the directors must have resided in
26 the State of Illinois or within 100 miles of the main
27 banking premises for at least one year immediately
28 preceding their election and must be residents of the
29 State of Illinois or the territory within 100 miles of
30 the main banking premises during their continuance in
31 office. Any director who becomes disqualified shall
32 forthwith resign his office.
33 (b) Notwithstanding the minimum number of directors
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1 specified in paragraph (a) of this subsection, a State
2 bank that has been in existence for 10 years or more and
3 has less than $20,000,000 in assets, as of the December
4 31 immediately preceding the annual meeting of
5 shareholders at which directors are elected, may, subject
6 to the approval of the Commissioner, have a minimum of 3
7 directors; provided that if a State bank has fewer than 5
8 directors, at least one director shall not be an officer
9 or employee of the bank. The Commissioner shall annually
10 review the appropriateness of the grant of authority to
11 have a reduced minimum number of directors pursuant to
12 this paragraph (b).
13 (3) Except as otherwise provided in this paragraph (3),
14 directors shall hold office until the next annual meeting of
15 the stockholders succeeding their election or until their
16 successors are elected and qualify. If the board of directors
17 consists of 6 or more members, in lieu of electing the
18 membership of the whole board of directors annually, the
19 charter or by-laws of a State bank may provide that the
20 directors shall be divided into either 2 or 3 classes, each
21 class to be as nearly equal in number as is possible. The
22 term of office of directors of the first class shall expire
23 at the first annual meeting of the stockholders after their
24 election, that of the second class shall expire at the second
25 annual meeting after their election, and that of the third
26 class, if any, shall expire at the third annual meeting after
27 their election. At each annual meeting after classification,
28 the number of directors equal to the number of the class
29 whose terms expire at the time of the meeting shall be
30 elected to hold office until the second succeeding annual
31 meeting, if there be 2 classes, or until the third succeeding
32 annual meeting, if there be 3 classes. Vacancies may be
33 filled by stockholders at a special meeting called for the
34 purpose.
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1 If authorized by the bank's by-laws or an amendment
2 thereto, the directors of a State bank may properly fill a
3 vacancy or vacancies arising between shareholders' meetings,
4 but at no time may the number of directors selected to fill a
5 vacancy in this manner during any interim period between
6 shareholders' meetings exceed 33 1/3% of the total membership
7 of the board of directors.
8 (4) The board of directors shall hold regular meetings
9 at least once each month, provided that, upon prior written
10 approval by the Commissioner, the board of directors may hold
11 regular meetings less frequently than once each month but at
12 least once each calendar quarter. A special meeting of the
13 board of directors may be held as provided by the by-laws. A
14 special meeting of the board of directors may also be held
15 upon call by the Commissioner or a bank examiner appointed
16 under the provisions of this Act upon not less than 12 hours
17 notice of the meeting by personal service of the notice or by
18 mailing the notice to each of the directors at his residence
19 as shown by the books of the bank. A majority of the board
20 of directors shall constitute a quorum for the transaction of
21 business unless a greater number is required by the charter
22 or the by-laws. The act of the majority of the directors
23 present at a meeting at which a quorum is present shall be
24 the act of the board of directors unless the act of a greater
25 number is required by the charter or by the by-laws.
26 (5) A member of the board of directors shall be elected
27 president. The board of directors may appoint other officers,
28 as the by-laws may provide, and fix their salaries to carry
29 on the business of the bank. The board of directors may make
30 and amend by-laws (not inconsistent with this Act) for the
31 government of the bank and may, by the affirmative vote of a
32 majority of the board of directors, establish reasonable
33 compensation of all directors for services to the corporation
34 as directors, officers, or otherwise. An officer, whether
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1 elected or appointed by the board of directors or appointed
2 pursuant to the by-laws, may be removed by the board of
3 directors at any time.
4 (6) The board of directors shall cause suitable books
5 and records of all the bank's transactions to be kept.
6 (7) In discharging the duties of their respective
7 positions, the board of directors, committees of the board,
8 and individual directors may, in considering the best long
9 term and short term interests of the bank, consider the
10 effects of any action (including, without limitation, action
11 that may involve or relate to a merger or potential merger or
12 to a change or potential change in control of the bank) upon
13 employees, depositors, suppliers, and customers of the
14 corporation or its subsidiaries, communities in which the
15 main banking premises, branches, offices, or other
16 establishments of the bank or its subsidiaries are located,
17 and all pertinent factors.
18 (Source: P.A. 89-364, eff. 8-18-95; 90-301, eff. 8-1-97.)".