205 ILCS 5/68

(205 ILCS 5/68) (from Ch. 17, par. 380)

Sec. 68. Voluntary dissolution. A state bank may elect to dissolve voluntarily and wind up its affairs by the act of the bank in the following manner:

(1) The board of directors shall adopt a resolution recommending that the bank be dissolved voluntarily and directing that the question of such dissolution be submitted to a vote at a meeting of stockholders which may be either an annual or special meeting.

(2) Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of voluntarily dissolving the bank shall be given to each stockholder of record entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of stockholders. If such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting.

(3) At such meeting a vote of the stockholders entitled to vote thereat shall be taken on a resolution to dissolve voluntarily the bank, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, unless any class of shares is entitled to vote as a class in respect thereof, in which event the resolution shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class in respect thereof, and of the total outstanding shares entitled to vote at such meeting.

(4) Upon the adoption of such resolution, a statement of intent to dissolve shall be executed in duplicate by the bank by its president or a vice-president, and verified by him, and the corporate seal shall be thereto affixed, attested by its secretary or cashier which shall set forth:

(a) The name of the bank.

(b) The names and respective addresses, including street and number, if any, of its officers.

(c) The names and respective addresses, including street and number, if any, of its directors.

(d) A copy of the resolution of the stockholders authorizing the voluntary dissolution of the bank.

(e) The number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class.

(f) The number of shares voted for and against the voluntary dissolution of the bank, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the voluntary dissolution of the bank, respectively.

(g) A statement of all of the liabilities of the bank, as shown by its records.

(h) An executed copy of the contract, if any there be, with another state or national bank, or with the Federal Deposit Insurance Corporation or with both by which another state or national bank assumes all the liabilities of the dissolving state bank.

(i) If there be no contract, as provided for in subsection (h) of this subsection (4) a statement that the dissolving bank proposes to deposit in cash with the Commissioner the whole amount of all the liabilities of the dissolving bank as shown by its records, other than the liabilities of the dissolving bank to its stockholders as such.

(j) The name of an agent for the bank in voluntary dissolution who is appointed to receive service of process and any communications relating to the bank during the pendency of the dissolution and until the Commissioner shall revoke the charter pursuant to Section 69 of this Act.

(5) A bank may elect to dissolve voluntarily and wind up its affairs by the written consent of the holders of record of all of its outstanding shares without compliance with the provisions of subsections (1), (2), and (3) of this Section 68 in which a statement as required in subsection (4) setting forth the matter in subsections (4)(a), (4)(b), (4)(c), (4)(g), (4)(h), and (4)(i) shall be executed in duplicate and signed by the holders of record of all of its outstanding shares.

(6) Duplicate originals of the statement of intent to dissolve whether pursuant to subsection (4) or pursuant to subsection (5), as the case may be, shall be delivered to the Commissioner for his approval. If the Commissioner disapproves the dissolution, he shall state his objections and give an opportunity to the dissolving bank to amend its statement of intent to dissolve to obviate such objections.

(7) If the Commissioner finds that the statement of intent to dissolve conforms to the provisions of this Act when all fees and charges have been paid as in this Act prescribed, and when the deposit required in subsection (4)(i) shall have been made with the Commissioner or, if there is a contract pursuant to subsection (4)(h), when the Commissioner has approved such contract as being in compliance with the provisions of this Act and not prejudicial to creditors, the Commissioner shall indorse upon each of such duplicate originals the word "Approved" and the month, day and year of his approval thereof. Thereupon the Commissioner shall file and record one of such duplicate originals in the office for the recording of deeds in the county where the dissolving bank is organized, and the original or a certified copy thereof shall be evidence in all courts of the dissolution of such bank.

(8) The Commissioner shall publish notice that the statement of intent to dissolve has been approved and that the liabilities of the dissolving bank as shown by its records will be redeemed by the Commissioner or by the bank which has assumed the liabilities of the dissolving bank as shown by its records, other than the liabilities of the dissolving bank to its stockholders as such.

(Source: P.A. 89-364, eff. 8-18-95.)