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| [ Introduced ] | [ Enrolled ] | [ House Amendment 001 ] |
91_HB2494eng HB2494 Engrossed LRB9104654JSpr 1 AN ACT to amend the Illinois Banking Act by changing 2 Sections 10 and 16 and adding Section 9.5. 3 Be it enacted by the People of the State of Illinois, 4 represented in the General Assembly: 5 Section 5. The Illinois Banking Act is amended by 6 changing Sections 10 and 16 and adding Section 9.5 as 7 follows: 8 (205 ILCS 5/9.5 new) 9 Sec. 9.5. Reservation of corporate name. Upon the 10 filing of an application for a permit to organize, an 11 applicant may request that the Commissioner reserve the name 12 of the proposed bank. The reservation shall be made by 13 filing with the Commissioner an application to reserve a 14 specified corporate name on forms prescribed by the 15 Commissioner. If the Commissioner finds that the name is 16 available for corporate use, he or she shall reserve the name 17 for the exclusive use of the applicant. The Commissioner 18 shall prescribe by rule the duration of the reservation. 19 The right to the exclusive use of a specified corporate 20 name so reserved may be transferred to any other person by 21 filing with the Commissioner a notice of the transfer 22 executed by the person for whom such name was reserved and 23 specifying the name and address of the transferee. 24 The Commissioner may revoke any reservation if, after a 25 hearing, he or she finds that the application therefor was 26 made contrary to this Act. 27 (205 ILCS 5/10) (from Ch. 17, par. 317) 28 Sec. 10. Permit to organize. Upon the filing of an 29 application for a permit to organize, the Commissioner shall 30 investigate the truth of the statements therein and shall HB2494 Engrossed -2- LRB9104654JSpr 1 consider the proposed bank's capital structure, its future 2 earnings prospects, the general character, experience, and 3 qualifications of its proposed management, its proposed plan 4 of operation, and the convenience and needs of the area 5 sought to be served and notwithstanding the provisions of 6 Section 7 of this Act, the Commissioner shall not approve the 7 application and issue a permit to organize unless he shall be 8 of the opinion and finds: 9 (1) that the proposed capital at least meets the minimum 10 requirements of this Act determined by the Commissioner 11 pursuant to Section 7 of this Act including additional 12 capital necessitated by the circumstances of the proposed 13 bank including its size, scope of operations and market in 14 which it proposes to operate; 15 (2) that the future earnings prospects are favorable; 16 (3) that the general character, experience, and 17 qualifications of its proposed management and its proposed 18 plan of operation are such as to assure reasonable promise of 19 successful, safe and sound operation; 20 (4) that the name of the proposed bank is not the same 21 as or deceptively similar to a name reserved with the 22 Commissioner's office under Section 9.5 or to the name of any 23 other bank then operating in this State; and 24 (5) that the convenience and needs of the area sought to 25 be served by the proposed bank will be promoted. 26 (Source: P.A. 90-665, eff. 7-30-98.) 27 (205 ILCS 5/16) (from Ch. 17, par. 323) 28 Sec. 16. Directors. The business and affairs of a State 29 bank shall be managed by its board of directors that shall 30 exercise its powers as follows: 31 (1) Directors shall be elected as provided in this Act. 32 Any omission to elect a director or directors shall not 33 impair any of the rights and privileges of the bank or of any HB2494 Engrossed -3- LRB9104654JSpr 1 person in any way interested. The existing directors shall 2 hold office until their successors are elected and qualify. 3 (2) (a) Notwithstanding the provisions of any charter 4 heretofore or hereafter issued, the number of directors, 5 not fewer than 5 nor more than 25, may be fixed from time 6 to time by the stockholders at any meeting of the 7 stockholders called for the purpose of electing directors 8 or changing the number thereof by the affirmative vote of 9 at least two-thirds of the outstanding stock entitled to 10 vote at the meeting, and the number so fixed shall be the 11 board regardless of vacancies until the number of 12 directors is thereafter changed by similar action.At13least a majority of the directors must have resided in14the State of Illinois or within 100 miles of the main15banking premises for at least one year immediately16preceding their election and must be residents of the17State of Illinois or the territory within 100 miles of18the main banking premises during their continuance in19office. Any director who becomes disqualified shall20forthwith resign his office.21 (b) Notwithstanding the minimum number of directors 22 specified in paragraph (a) of this subsection, a State 23 bank that has been in existence for 10 years or more and 24 has less than $20,000,000 in assets, as of the December 25 31 immediately preceding the annual meeting of 26 shareholders at which directors are elected, may, subject 27 to the approval of the Commissioner, have a minimum of 3 28 directors; provided that if a State bank has fewer than 5 29 directors, at least one director shall not be an officer 30 or employee of the bank. The Commissioner shall annually 31 review the appropriateness of the grant of authority to 32 have a reduced minimum number of directors pursuant to 33 this paragraph (b). 34 (3) Except as otherwise provided in this paragraph (3), HB2494 Engrossed -4- LRB9104654JSpr 1 directors shall hold office until the next annual meeting of 2 the stockholders succeeding their election or until their 3 successors are elected and qualify. If the board of directors 4 consists of 6 or more members, in lieu of electing the 5 membership of the whole board of directors annually, the 6 charter or by-laws of a State bank may provide that the 7 directors shall be divided into either 2 or 3 classes, each 8 class to be as nearly equal in number as is possible. The 9 term of office of directors of the first class shall expire 10 at the first annual meeting of the stockholders after their 11 election, that of the second class shall expire at the second 12 annual meeting after their election, and that of the third 13 class, if any, shall expire at the third annual meeting after 14 their election. At each annual meeting after classification, 15 the number of directors equal to the number of the class 16 whose terms expire at the time of the meeting shall be 17 elected to hold office until the second succeeding annual 18 meeting, if there be 2 classes, or until the third succeeding 19 annual meeting, if there be 3 classes. Vacancies may be 20 filled by stockholders at a special meeting called for the 21 purpose. 22 If authorized by the bank's by-laws or an amendment 23 thereto, the directors of a State bank may properly fill a 24 vacancy or vacancies arising between shareholders' meetings, 25 but at no time may the number of directors selected to fill a 26 vacancy in this manner during any interim period between 27 shareholders' meetings exceed 33 1/3% of the total membership 28 of the board of directors. 29 (4) The board of directors shall hold regular meetings 30 at least once each month, provided that, upon prior written 31 approval by the Commissioner, the board of directors may hold 32 regular meetings less frequently than once each month but at 33 least once each calendar quarter. A special meeting of the 34 board of directors may be held as provided by the by-laws. A HB2494 Engrossed -5- LRB9104654JSpr 1 special meeting of the board of directors may also be held 2 upon call by the Commissioner or a bank examiner appointed 3 under the provisions of this Act upon not less than 12 hours 4 notice of the meeting by personal service of the notice or by 5 mailing the notice to each of the directors at his residence 6 as shown by the books of the bank. A majority of the board 7 of directors shall constitute a quorum for the transaction of 8 business unless a greater number is required by the charter 9 or the by-laws. The act of the majority of the directors 10 present at a meeting at which a quorum is present shall be 11 the act of the board of directors unless the act of a greater 12 number is required by the charter or by the by-laws. 13 (5) A member of the board of directors shall be elected 14 president. The board of directors may appoint other officers, 15 as the by-laws may provide, and fix their salaries to carry 16 on the business of the bank. The board of directors may make 17 and amend by-laws (not inconsistent with this Act) for the 18 government of the bank and may, by the affirmative vote of a 19 majority of the board of directors, establish reasonable 20 compensation of all directors for services to the corporation 21 as directors, officers, or otherwise. An officer, whether 22 elected or appointed by the board of directors or appointed 23 pursuant to the by-laws, may be removed by the board of 24 directors at any time. 25 (6) The board of directors shall cause suitable books 26 and records of all the bank's transactions to be kept. 27 (7) In discharging the duties of their respective 28 positions, the board of directors, committees of the board, 29 and individual directors may, in considering the best long 30 term and short term interests of the bank, consider the 31 effects of any action (including, without limitation, action 32 that may involve or relate to a merger or potential merger or 33 to a change or potential change in control of the bank) upon 34 employees, depositors, suppliers, and customers of the HB2494 Engrossed -6- LRB9104654JSpr 1 corporation or its subsidiaries, communities in which the 2 main banking premises, branches, offices, or other 3 establishments of the bank or its subsidiaries are located, 4 and all pertinent factors. 5 (Source: P.A. 89-364, eff. 8-18-95; 90-301, eff. 8-1-97.)