State of Illinois
92^nd General Assembly
Legislation

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92_HB2538enr

 
HB2538 Enrolled                                LRB9201093JScs

 1        AN ACT concerning certain financial institutions.

 2        Be it  enacted  by  the  People  of  the  State  of  Illinois,
 3    represented in the General Assembly:

 4        Section  5.  The  Office  of Banks and Real Estate Act is
 5    amended by changing Sections 5 and 6 as follows:

 6        (20 ILCS 3205/5) (from Ch. 17, par. 455)
 7        Sec. 5.  Powers.  In addition to all the other powers and
 8    duties provided by  law,  the  Commissioner  shall  have  the
 9    following powers:
10        (a)  To  exercise  the rights, powers and duties formerly
11    vested by law in the Director of Financial Institutions under
12    the Illinois Banking Act.
13        (b)  To exercise the rights, powers and  duties  formerly
14    vested  by  law  in  the Department of Financial Institutions
15    under "An act to provide for and regulate the  administration
16    of  trusts  by  trust  companies", approved June 15, 1887, as
17    amended.
18        (c)  To exercise the rights, powers and  duties  formerly
19    vested by law in the Director of Financial Institutions under
20    "An act authorizing foreign corporations, including banks and
21    national  banking  associations domiciled in other states, to
22    act in a  fiduciary  capacity  in  this  state  upon  certain
23    conditions  herein  set  forth",  approved  July 13, 1953, as
24    amended.
25        (d)  Whenever the Commissioner is authorized or  required
26    by  law  to  consider  or  to  make  findings  regarding  the
27    character  of incorporators, directors, management personnel,
28    or other relevant individuals under the Illinois Banking Act,
29    the Corporate Fiduciary Act, the Pawnbroker  Regulation  Act,
30    or at other times as the Commissioner deems necessary for the
31    purpose  of  carrying out the Commissioner's statutory powers
 
HB2538 Enrolled             -2-                LRB9201093JScs
 1    and  responsibilities,  the   Commissioner   shall   consider
 2    criminal  history record information, including nonconviction
 3    information, pursuant to  the  Criminal  Identification  Act.
 4    The  Commissioner  shall,  in the form and manner required by
 5    the Department of State Police  and  the  Federal  Bureau  of
 6    Investigation,  cause  to  be  conducted  a  criminal history
 7    record  investigation   to   obtain   information   currently
 8    contained  in  the files of the Department of State Police or
 9    the  Federal  Bureau  of  Investigation,  provided  that  the
10    Commissioner  need  not  cause  additional  criminal  history
11    record investigations to be conducted on individuals for whom
12    the Commissioner, a federal bank regulatory  agency,  or  any
13    other  government  agency  has  caused such investigations to
14    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 or
26    other entity supervised by the  Commissioner.   Upon  request
27    and  payment  of fees in conformance with the requirements of
28    Section 2605-400 of the Department of State  Police  Law  (20
29    ILCS  2605/2605-400),  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        (e)  When  issuing  charters, permits, licenses, or other
34    authorizations, the Commissioner may impose  such  terms  and
 
HB2538 Enrolled             -3-                LRB9201093JScs
 1    conditions   on   the  issuance  as  he  deems  necessary  or
 2    appropriate.  Failure to abide by those terms and  conditions
 3    may result in the  revocation of the issuance, the imposition
 4    of  corrective  orders,  or  the  imposition  of  civil money
 5    penalties.
 6        (f)  If the Commissioner has reasonable cause to  believe
 7    that  any  entity  that  has not submitted an application for
 8    authorization or licensure is conducting  any  activity  that
 9    would  otherwise  require  authorization  or licensure by the
10    Commissioner,  the  Commissioner  shall  have  the  power  to
11    subpoena  witnesses,  to  compel  their  attendance,  and  to
12    require  the  production  of  any  relevant  books,   papers,
13    accounts,  and  documents  in  order to determine whether the
14    entity is  subject  to  authorization  or  licensure  by  the
15    Commissioner or the Office of Banks and Real Estate.
16        (g)  The  Commissioner may, through the Attorney General,
17    request  the  circuit  court  of  any  county  to  issue   an
18    injunction   to   restrain  any  person  from  violating  the
19    provisions of any Act administered by the Commissioner.
20        (h)  Whenever the Commissioner is authorized to take  any
21    action  or  required by law to consider or make findings, the
22    Commissioner may delegate or appoint, in writing, an  officer
23    or  employee  of  the Office of Banks and Real Estate to take
24    that action or make that finding.
25    (Source: P.A.  90-301,  eff.  8-1-97;  90-602,  eff.  7-1-98;
26    91-239, eff. 1-1-00.)

27        (20 ILCS 3205/6) (from Ch. 17, par. 456)
28        Sec.  6.  Duties.   The  Commissioner  shall  direct  and
29    supervise  all the administrative and technical activities of
30    the Office and shall:
31        (a)  Apply and carry out this Act and  the  law  and  all
32    rules adopted in pursuance thereof.
33        (b)  Appoint,  subject to the provisions of the Personnel
 
HB2538 Enrolled             -4-                LRB9201093JScs
 1    Code, such employees, experts, and special assistants as  may
 2    be  necessary to carry out effectively the provisions of this
 3    Act and, if the rate of compensation is not  otherwise  fixed
 4    by  law, fix their compensation; but neither the Commissioner
 5    nor any deputy commissioner shall be subject to the Personnel
 6    Code.
 7        (c)  Serve as Chairman of  the  State  Banking  Board  of
 8    Illinois.
 9        (d)  Serve  as  Chairman  of the Board of Trustees of the
10    Illinois Bank Examiners' Education Foundation.
11        (e)  Issue guidelines in the form of rules or regulations
12    which will prohibit discrimination  by  any  State  chartered
13    bank   against   any  individual,  corporation,  partnership,
14    association or other entity because it appears in a so-called
15    blacklist issued by any  domestic  or  foreign  corporate  or
16    governmental entity.
17        (f)  Make  an annual report to the Governor regarding the
18    work of the Office as the Commissioner may consider desirable
19    or as the Governor may request.
20        (g)  Perform such other acts as may be requested  by  the
21    State Banking Board of Illinois pursuant to its lawful powers
22    and  perform  any  other  lawful  act  that  the Commissioner
23    considers to be necessary  or  desirable  to  carry  out  the
24    purposes and provisions of this Act.
25        (h)  Adopt,    in    accordance    with    the   Illinois
26    Administrative  Procedure  Act,  reasonable  rules  that  the
27    Commissioner deems necessary for  the  proper  administration
28    and  enforcement  of  any  Act the administration of which is
29    vested in the Commissioner or the Office of  Banks  and  Real
30    Estate.
31    (Source: P.A. 89-508, eff. 7-3-96.)

32        Section  10.  The  Illinois  Banking  Act  is  amended by
33    changing Sections 2, 5, 5b, 7, 8, 10, 12, 13, 13.5,  14,  15,
 
HB2538 Enrolled             -5-                LRB9201093JScs
 1    16.1,  17,  18, 22, 25, 30.5, 31, 33, 37, 47, 48, 48.1, 48.5,
 2    49, 51, and 53 as follows:

 3        (205 ILCS 5/2) (from Ch. 17, par. 302)
 4        Sec. 2.  General definitions.  In this  Act,  unless  the
 5    context  otherwise  requires, the following words and phrases
 6    shall have the following meanings:
 7        "Accommodation party" shall have the meaning ascribed  to
 8    that term in Section 3-419 of the Uniform Commercial Code.
 9        "Action"  in  the sense of a judicial proceeding includes
10    recoupments, counterclaims, set-off, and any other proceeding
11    in which rights are determined.
12        "Affiliate facility" of  a  bank  means  a  main  banking
13    premises  or  branch of another commonly owned bank. The main
14    banking premises or any branch of a bank may be an "affiliate
15    facility" with respect to one or more  other  commonly  owned
16    banks.
17        "Appropriate  federal  banking  agency" means the Federal
18    Deposit Insurance Corporation, the Federal  Reserve  Bank  of
19    Chicago,  or  the  Federal  Reserve  Bank  of  St.  Louis, as
20    determined by federal law.
21        "Bank" means any person doing a banking business  whether
22    subject to the laws of this or any other jurisdiction.
23        A  "banking  house",  "branch",  "branch bank" or "branch
24    office" shall mean any place of business of a bank  at  which
25    deposits  are received, checks paid, or loans made, but shall
26    not include any place at which only records thereof are made,
27    posted, or kept.  A place of business at which  deposits  are
28    received,  checks  paid, or loans made shall not be deemed to
29    be a branch, branch bank, or branch office if  the  place  of
30    business  is  adjacent to and connected with the main banking
31    premises, or  if  it  is  separated  from  the  main  banking
32    premises  by not more than an alley; provided always that (i)
33    if the place of business is separated by an  alley  from  the
 
HB2538 Enrolled             -6-                LRB9201093JScs
 1    main  banking  premises there is a connection between the two
 2    by public or private  way  or  by  subterranean  or  overhead
 3    passage,  and  (ii) if the place of business is in a building
 4    not wholly occupied by the bank, the place of business  shall
 5    not  be within any office or room in which any other business
 6    or service of any kind or nature other than the  business  of
 7    the  bank  is conducted or carried on. A place of business at
 8    which deposits are received, checks paid, or loans made shall
 9    not be deemed to be a branch, branch bank, or  branch  office
10    (i)  of  any  bank if the place is a terminal established and
11    maintained in accordance with paragraph (17) of Section 5  of
12    this  Act,  or  (ii)  of  a  commonly owned bank by virtue of
13    transactions conducted at that place on behalf of  the  other
14    commonly owned bank under paragraph (23) of Section 5 of this
15    Act if the place is an affiliate facility with respect to the
16    other bank.
17        "Branch   of   an   out-of-state  bank"  means  a  branch
18    established or maintained in Illinois by an out-of-state bank
19    as a result of a merger between  an  Illinois  bank  and  the
20    out-of-state  bank  that  occurs on or after May 31, 1997, or
21    any branch established by the out-of-state bank following the
22    merger.
23        "Call report fee"  means  the  fee  to  be  paid  to  the
24    Commissioner  by each State bank pursuant to paragraph (a) of
25    subsection (3) of Section 48 of this Act.
26        "Capital" includes the aggregate of  outstanding  capital
27    stock and preferred stock.
28        "Cash  flow reserve account" means the account within the
29    books and records of  the  Commissioner  of  Banks  and  Real
30    Estate   used  to  record  funds  designated  to  maintain  a
31    reasonable Bank and Trust Company Fund operating  balance  to
32    meet agency obligations on a timely basis.
33        "Charter"   includes   the   original   charter  and  all
34    amendments thereto and articles of merger or consolidation.
 
HB2538 Enrolled             -7-                LRB9201093JScs
 1        "Commissioner" means the Commissioner of Banks  and  Real
 2    Estate or a person authorized by the Commissioner, the Office
 3    of  Banks  and  Real  Estate  Act,  or this Act to act in the
 4    Commissioner's stead.
 5        "Commonly owned banks" means 2 or more  banks  that  each
 6    qualify as a bank subsidiary of the same bank holding company
 7    pursuant  to Section 18 of the Federal Deposit Insurance Act;
 8    "commonly owned bank" refers to one of a  group  of  commonly
 9    owned banks but only with respect to one or more of the other
10    banks in the same group.
11        "Community"  means  a city, village, or incorporated town
12    and also includes the area served by the banking offices of a
13    bank, but need not be limited or expanded to conform  to  the
14    geographic  boundaries  of  units of local government in this
15    State.
16        "Company" means a corporation, limited liability company,
17    partnership,  business   trust,   association,   or   similar
18    organization  and,  unless  specifically excluded, includes a
19    "State bank" and a "bank".
20        "Consolidating bank" means a party to a consolidation.
21        "Consolidation" takes place when 2 or more  banks,  or  a
22    trust  company  and  a bank, are extinguished and by the same
23    process a new bank is created, taking  over  the  assets  and
24    assuming  the  liabilities  of  the  banks  or  trust company
25    passing out of existence.
26        "Continuing bank" means a merging bank,  the  charter  of
27    which becomes the charter of the resulting bank.
28        "Converting bank" means a State bank converting to become
29    a  national  bank,  or a national bank converting to become a
30    State bank.
31        "Converting  trust  company"  means   a   trust   company
32    converting to become a State bank.
33        "Court" means a court of competent jurisdiction.
34        "Eligible   depository   institution"  means  an  insured
 
HB2538 Enrolled             -8-                LRB9201093JScs
 1    savings association that is in default,  an  insured  savings
 2    association that is in danger of default, a State or national
 3    bank  that  is in default or a State or national bank that is
 4    in danger of default, as those  terms  are  defined  in  this
 5    Section,  or a new bank as that term defined in Section 11(m)
 6    of the Federal Deposit Insurance Act or a bridge bank as that
 7    term is defined in  Section  11(n)  of  the  Federal  Deposit
 8    Insurance Act or a new federal savings association authorized
 9    under  Section  11(d)(2)(f)  of the Federal Deposit Insurance
10    Act.
11        "Fiduciary"    means    trustee,     agent,     executor,
12    administrator,  committee,  guardian  for  a  minor  or for a
13    person  under  legal   disability,   receiver,   trustee   in
14    bankruptcy,  assignee for creditors, or any holder of similar
15    position of trust.
16        "Financial institution" means a bank,  savings  and  loan
17    association, credit union, or any licensee under the Consumer
18    Installment Loan Act or the Sales Finance Agency Act and, for
19    purposes  of  Section  48.3,  any  proprietary network, funds
20    transfer corporation, or other  entity  providing  electronic
21    funds  transfer  services,  or  any  corporate fiduciary, its
22    subsidiaries,  affiliates,  parent  company,  or  contractual
23    service provider that is examined by the Commissioner.
24        "Foundation" means the Illinois Bank Examiners' Education
25    Foundation.
26        "General  obligation"  means  a  bond,  note,  debenture,
27    security, or other instrument evidencing an obligation of the
28    government entity that is the issuer that is supported by the
29    full available resources of the  issuer,  the  principal  and
30    interest of which is payable in whole or in part by taxation.
31        "Guarantee" means an undertaking or promise to answer for
32    payment  of  another's debt or performance of another's duty,
33    liability, or  obligation  whether  "payment  guaranteed"  or
34    "collection guaranteed".
 
HB2538 Enrolled             -9-                LRB9201093JScs
 1        "In  danger of default" means a State or national bank, a
 2    federally  chartered  insured  savings  association   or   an
 3    Illinois  state  chartered  insured  savings association with
 4    respect to which the Commissioner or the appropriate  federal
 5    banking  agency  has  advised  the  Federal Deposit Insurance
 6    Corporation that:
 7             (1)  in the  opinion  of  the  Commissioner  or  the
 8        appropriate federal banking agency,
 9                  (A)  the  State  or  national  bank  or insured
10             savings association is not likely to be able to meet
11             the demands of  the  State  or  national  bank's  or
12             savings  association's  obligations  in  the  normal
13             course of business; and
14                  (B)  there  is  no reasonable prospect that the
15             State  or   national   bank   or   insured   savings
16             association  will  be  able to meet those demands or
17             pay those obligations without federal assistance; or
18             (2)  in the  opinion  of  the  Commissioner  or  the
19        appropriate federal banking agency,
20                  (A)  the  State  or  national  bank  or insured
21             savings association has incurred  or  is  likely  to
22             incur  losses that will deplete all or substantially
23             all of its capital; and
24                  (B)  there is no reasonable prospect  that  the
25             capital  of  the  State  or national bank or insured
26             savings  association  will  be  replenished  without
27             federal assistance.
28        "In default" means, with respect to a State  or  national
29    bank  or  an insured savings association, any adjudication or
30    other  official  determination  by  any  court  of  competent
31    jurisdiction,  the  Commissioner,  the  appropriate   federal
32    banking agency, or other public authority pursuant to which a
33    conservator,  receiver, or other legal custodian is appointed
34    for  a  State  or  national  bank  or  an   insured   savings
 
HB2538 Enrolled             -10-               LRB9201093JScs
 1    association.
 2        "Insured  savings  association" means any federal savings
 3    association chartered under Section 5  of  the  federal  Home
 4    Owners'  Loan Act and any State savings association chartered
 5    under the  Illinois  Savings  and  Loan  Act  of  1985  or  a
 6    predecessor  Illinois  statute,  the  deposits  of  which are
 7    insured by the Federal Deposit  Insurance  Corporation.   The
 8    term  also  includes  a  savings  bank organized or operating
 9    under the Savings Bank Act.
10        "Insured  savings  association  in  recovery"  means   an
11    insured   savings   association   that  is  not  an  eligible
12    depository institution and that does  not  meet  the  minimum
13    capital  requirements  applicable with respect to the insured
14    savings association.
15        "Issuer" means for purposes of Section  33  every  person
16    who  shall  have  issued  or  proposed to issue any security;
17    except that (1) with  respect  to  certificates  of  deposit,
18    voting trust certificates, collateral-trust certificates, and
19    certificates  of  interest  or  shares  in  an unincorporated
20    investment trust not having a board of directors (or  persons
21    performing  similar  functions), "issuer" means the person or
22    persons performing  the  acts  and  assuming  the  duties  of
23    depositor or manager pursuant to the provisions of the trust,
24    agreement,  or  instrument  under  which  the  securities are
25    issued; (2) with respect to trusts other than those specified
26    in clause (1) above,  where  the  trustee  is  a  corporation
27    authorized  to  accept and execute trusts, "issuer" means the
28    entrusters, depositors, or creators  of  the  trust  and  any
29    manager  or  committee  charged with the general direction of
30    the affairs of the trust pursuant to the  provisions  of  the
31    agreement  or  instrument  creating  the  trust; and (3) with
32    respect to equipment trust certificates or  like  securities,
33    "issuer"  means  the person to whom the equipment or property
34    is or is to be leased or conditionally sold.
 
HB2538 Enrolled             -11-               LRB9201093JScs
 1        "Letter of credit" and "customer" shall have the meanings
 2    ascribed to those terms  in  Section  5-102  of  the  Uniform
 3    Commercial Code.
 4        "Main  banking  premises"  means  the  location  that  is
 5    designated in a bank's charter as its main office.
 6        "Maker  or  obligor" means for purposes of Section 33 the
 7    issuer of a security, the promisor in a  debenture  or  other
 8    debt security, or the mortgagor or grantor of a trust deed or
 9    similar conveyance of a security interest in real or personal
10    property.
11        "Merged  bank"  means  a  merging  bank  that  is not the
12    continuing, resulting, or surviving bank in  a  consolidation
13    or merger.
14        "Merger" includes consolidation.
15        "Merging bank" means a party to a bank merger.
16        "Merging  trust company" means a trust company party to a
17    merger with a State bank.
18        "Mid-tier bank holding company" means a corporation  that
19    (a)  owns  100%  of the issued and outstanding shares of each
20    class  of  stock  of  a  State  bank,  (b)   has   no   other
21    subsidiaries,  and  (c)  100%  of  the issued and outstanding
22    shares of the corporation are owned by a parent bank  holding
23    company.
24        "Municipality"    means   any   municipality,   political
25    subdivision, school district, taxing district, or agency.
26        "National bank"  means  a  national  banking  association
27    located  in  this  State  and  after  May  31,  1997, means a
28    national banking association without regard to its location.
29        "Out-of-state bank" means a bank chartered under the laws
30    of a state other than Illinois, a  territory  of  the  United
31    States, or the District of Columbia.
32        "Parent bank holding company" means a corporation that is
33    a  bank  holding  company  as  that  term  is  defined in the
34    Illinois Bank Holding Company Act of 1957 and  owns  100%  of
 
HB2538 Enrolled             -12-               LRB9201093JScs
 1    the  issued and outstanding shares of a mid-tier bank holding
 2    company.
 3        "Person"  means  an  individual,   corporation,   limited
 4    liability company, partnership, joint venture, trust, estate,
 5    or unincorporated association.
 6        "Public  agency" means the State of Illinois, the various
 7    counties,  townships,   cities,   towns,   villages,   school
 8    districts,   educational   service   regions,   special  road
 9    districts, public water  supply  districts,  fire  protection
10    districts,   drainage   districts,   levee  districts,  sewer
11    districts, housing authorities, the Illinois Bank  Examiners'
12    Education  Foundation,  the  Chicago  Park  District, and all
13    other political corporations or subdivisions of the State  of
14    Illinois,  whether  now  or hereafter created, whether herein
15    specifically mentioned or not, and  shall  also  include  any
16    other  state  or  any political corporation or subdivision of
17    another state.
18        "Public funds" or "public money" means current  operating
19    funds,  special  funds, interest and sinking funds, and funds
20    of any kind or character belonging to, in the custody of,  or
21    subject  to the control or regulation of the United States or
22    a public agency.  "Public  funds"  or  "public  money"  shall
23    include  funds  held  by  any  of  the  officers,  agents, or
24    employees of the United States or of a public agency  in  the
25    course  of  their official duties and, with respect to public
26    money of the United  States,  shall  include  Postal  Savings
27    funds.
28        "Published" means, unless the context requires otherwise,
29    the  publishing  of  the  notice or instrument referred to in
30    some newspaper of general circulation  in  the  community  in
31    which  the  bank  is  located  at  least once each week for 3
32    successive weeks.  Publishing shall be accomplished  by,  and
33    at  the  expense  of,  the  bank  required to publish.  Where
34    publishing  is  required,  the  bank  shall  submit  to   the
 
HB2538 Enrolled             -13-               LRB9201093JScs
 1    Commissioner   that   evidence  of  the  publication  as  the
 2    Commissioner shall deem appropriate.
 3        "Qualified  financial  contract"   means   any   security
 4    contract,  commodity  contract,  forward  contract, including
 5    spot  and  forward  foreign  exchange  contracts,  repurchase
 6    agreement, swap agreement, and  any  similar  agreement,  any
 7    option  to  enter  into  any  such  agreement,  including any
 8    combination of the foregoing, and any  master  agreement  for
 9    such  agreements.  A  master  agreement,  together  with  all
10    supplements  thereto,  shall  be  treated  as  one  qualified
11    financial  contract.   The  contract,  option,  agreement, or
12    combination of contracts, options,  or  agreements  shall  be
13    reflected  upon  the books, accounts, or records of the bank,
14    or a party to the contract shall provide documentary evidence
15    of such agreement.
16        "Recorded" means the filing or recording of the notice or
17    instrument referred to in the office of the Recorder  of  the
18    county wherein the bank is located.
19        "Resulting  bank"  means the bank resulting from a merger
20    or conversion.
21        "Securities" means stocks, bonds, debentures,  notes,  or
22    other similar obligations.
23        "Stand-by  letter  of  credit"  means  a letter of credit
24    under  which  drafts  are  payable  upon  the  condition  the
25    customer has defaulted in performance of a  duty,  liability,
26    or obligation.
27        "State  bank"  means  any  banking corporation that has a
28    banking charter issued by the Commissioner under this Act.
29        "State Banking Board" means the State  Banking  Board  of
30    Illinois.
31        "Subsidiary"  with respect to a specified company means a
32    company that is controlled by  the  specified  company.   For
33    purposes of paragraphs (8) and (12) of Section 5 of this Act,
34    "control"  means  the  exercise  of operational or managerial
 
HB2538 Enrolled             -14-               LRB9201093JScs
 1    control of  a  corporation  by  the  bank,  either  alone  or
 2    together with other affiliates of the bank.
 3        "Surplus"  means  the  aggregate  of  (i) amounts paid in
 4    excess of the par value of capital stock and preferred stock;
 5    (ii) amounts contributed other than  for  capital  stock  and
 6    preferred  stock  and  allocated  to the surplus account; and
 7    (iii) amounts transferred from undivided profits.
 8        "Tier 1 Capital" and "Tier 2 Capital" have  the  meanings
 9    assigned  to  those  terms in regulations promulgated for the
10    appropriate federal banking agency of a state bank, as  those
11    regulations are now or hereafter amended.
12        "Trust  company"  means  a  limited  liability company or
13    corporation incorporated in this State  for  the  purpose  of
14    accepting and executing trusts.
15        "Undivided  profits"  means  undistributed  earnings less
16    discretionary transfers to surplus.
17        "Unimpaired capital  and  unimpaired  surplus",  for  the
18    purposes  of paragraph (21) of Section 5 and Sections 32, 33,
19    34, 35.1, 35.2, and 47 of this Act means the sum of the state
20    bank's Tier 1 Capital and Tier  2  Capital  plus  such  other
21    shareholder  equity  as  may be included by regulation of the
22    Commissioner.   Unimpaired  capital  and  unimpaired  surplus
23    shall be calculated on the basis of  the  date  of  the  last
24    quarterly  call  report filed with the Commissioner preceding
25    the date of the transaction  for  which  the  calculation  is
26    made,  provided  that: (i) when a material event occurs after
27    the date of the last quarterly call  report  filed  with  the
28    Commissioner  that reduces or increases the bank's unimpaired
29    capital and unimpaired surplus  by  10%  or  more,  then  the
30    unimpaired capital and unimpaired surplus shall be calculated
31    from  the  date  of  the  material  event  for  a transaction
32    conducted after the date of the material event; and  (ii)  if
33    the  Commissioner determines for safety and soundness reasons
34    that a state bank should  calculate  unimpaired  capital  and
 
HB2538 Enrolled             -15-               LRB9201093JScs
 1    unimpaired  surplus  more  frequently  than  provided by this
 2    paragraph, the Commissioner may by written notice direct  the
 3    bank  to  calculate unimpaired capital and unimpaired surplus
 4    at a more frequent interval.  In the case  of  a  state  bank
 5    newly  chartered  under  Section 13 or a state bank resulting
 6    from a merger, consolidation, or conversion under Sections 21
 7    through 26 for which no preceding quarterly call  report  has
 8    been  filed  with  the  Commissioner,  unimpaired capital and
 9    unimpaired surplus shall be calculated for the first calendar
10    quarter on the basis of the effective date  of  the  charter,
11    merger, consolidation, or conversion.
12    (Source: P.A.  89-208,  eff.  9-29-95;  89-364, eff. 8-18-95;
13    89-508,  eff.  7-3-96;  89-534,  eff.  1-1-97;  89-567,  eff.
14    7-26-96; 89-626, eff. 8-9-96;  90-14,  eff.  7-1-97;  90-301,
15    eff. 8-1-97.)

16        (205 ILCS 5/5) (from Ch. 17, par. 311)
17        Sec.  5.  General  corporate  powers.   A  bank organized
18    under this Act or subject hereto shall be  a  body  corporate
19    and  politic  and  shall, without specific mention thereof in
20    the charter, have all the powers conferred by  this  Act  and
21    the following additional general corporate powers:
22        (1)  To  sue  and  be  sued,  complain, and defend in its
23    corporate name.
24        (2)  To have a corporate seal, which may  be  altered  at
25    pleasure,  and  to  use the same by causing it or a facsimile
26    thereof  to  be  impressed  or  affixed  or  in  any   manner
27    reproduced, provided that the affixing of a corporate seal to
28    an  instrument shall not give the instrument additional force
29    or effect, or change the construction thereof, and the use of
30    a corporate seal is not mandatory.
31        (3)  To  make,  alter,  amend,  and  repeal  bylaws,  not
32    inconsistent  with  its  charter  or  with   law,   for   the
33    administration  of the affairs of the bank.  If this Act does
 
HB2538 Enrolled             -16-               LRB9201093JScs
 1    not  provide  specific  guidance  in  matters  of   corporate
 2    governance, the provisions of the Business Corporation Act of
 3    1983 may be used if so provided in the bylaws.
 4        (4)  To  elect  or appoint and remove officers and agents
 5    of  the  bank  and  define  their  duties   and   fix   their
 6    compensation.
 7        (5)  To   adopt   and  operate  reasonable  bonus  plans,
 8    profit-sharing plans, stock-bonus plans, stock-option  plans,
 9    pension  plans and similar incentive plans for its directors,
10    officers and employees.
11        (5.1)  To manage, operate and administer a fund  for  the
12    investment of funds by a public agency or agencies, including
13    any  unit  of  local  government  or  school district, or any
14    person.  The fund for a public agency  shall  invest  in  the
15    same   type  of  investments  and  be  subject  to  the  same
16    limitations provided for the investment of public funds.  The
17    fund for public agencies shall  maintain  a  separate  ledger
18    showing  the  amount  of investment for each public agency in
19    the fund. "Public funds" and "public agency" as used in  this
20    Section shall have the meanings ascribed to them in Section 1
21    of the Public Funds Investment Act.
22        (6)  To  make reasonable donations for the public welfare
23    or  for  charitable,  scientific,  religious  or  educational
24    purposes.
25        (7)  To borrow or incur an obligation; and to pledge  its
26    assets:
27             (a)  to secure its borrowings, its lease of personal
28        or real property or its other nondeposit obligations;
29             (b)  to  enable  it  to act as agent for the sale of
30        obligations of the United States;
31             (c)  to secure  deposits  of  public  money  of  the
32        United  States,  whenever  required  by  the  laws of the
33        United  States,  including  without  being  limited   to,
34        revenues and funds the deposit of which is subject to the
 
HB2538 Enrolled             -17-               LRB9201093JScs
 1        control  or regulation of the United States or any of its
 2        officers, agents, or employees and Postal Savings funds;
 3             (d)  to secure deposits of public money of any state
 4        or of any political corporation  or  subdivision  thereof
 5        including,  without  being limited to, revenues and funds
 6        the deposit  of  which  is  subject  to  the  control  or
 7        regulation  of  any state or of any political corporation
 8        or subdivisions thereof or  of  any  of  their  officers,
 9        agents, or employees;
10             (e)  to  secure  deposits of money whenever required
11        by the National Bankruptcy Act;
12             (f)  (blank); and
13             (g)  to  secure  trust  funds  commingled  with  the
14        bank's  funds,  whether  deposited  by  the  bank  or  an
15        affiliate of the bank, pursuant to  Section  2-8  of  the
16        Corporate Fiduciary Act.
17        (8)  To  own, possess, and carry as assets all or part of
18    the real estate necessary in or with which to do its  banking
19    business, either directly or indirectly through the ownership
20    of  all  or part of the capital stock, shares or interests in
21    any corporation, association, trust engaged  in  holding  any
22    part  or  parts  or all of the bank premises, engaged in such
23    business and in conducting a safe  deposit  business  in  the
24    premises or part of them, or engaged in any activity that the
25    bank  is  permitted  to  conduct  in a subsidiary pursuant to
26    paragraph (12) of this Section 5.
27        (9)  To own, possess, and  carry  as  assets  other  real
28    estate  to which it may obtain title in the collection of its
29    debts or that was  formerly  used  as  a  part  of  the  bank
30    premises,  but  title  to  any  real  estate except as herein
31    permitted shall not be retained by the bank, either  directly
32    or  by  or  through  a subsidiary, as permitted by subsection
33    (12) of this Section for a total period of more than 10 years
34    after acquiring title, either directly or indirectly.
 
HB2538 Enrolled             -18-               LRB9201093JScs
 1        (10)  To do any act, including the acquisition of  stock,
 2    necessary  to  obtain  insurance  of  its  deposits,  or part
 3    thereof, and any act necessary to obtain a guaranty, in whole
 4    or in part, of any of its loans or investments by the  United
 5    States  or  any agency thereof, and any act necessary to sell
 6    or otherwise dispose of any of its loans  or  investments  to
 7    the  United  States or any agency thereof, and to acquire and
 8    hold membership in the Federal Reserve System.
 9        (11)  Notwithstanding any other provisions of this Act or
10    any other law, to do any act and to own, possess,  and  carry
11    as assets property of the character, including stock, that is
12    at  the  time authorized or permitted to national banks by an
13    Act of Congress, but subject always to the  same  limitations
14    and  restrictions  as are applicable to national banks by the
15    pertinent federal law and subject to applicable provisions of
16    the Financial Institutions Insurance Sales Law.
17        (12)  To own, possess, and carry as assets stock  of  one
18    or  more corporations that is, or are, engaged in one or more
19    of the following businesses:
20             (a)  holding  title  to  and  administering   assets
21        acquired  as a result of the collection or liquidating of
22        loans, investments, or discounts; or
23             (b)  holding title  to  and  administering  personal
24        property  acquired  by  the  bank, directly or indirectly
25        through a subsidiary,  for  the  purpose  of  leasing  to
26        others,  provided  the lease or leases and the investment
27        of the bank, directly or through a  subsidiary,  in  that
28        personal  property  otherwise comply with Section 35.1 of
29        this Act; or
30             (c)  carrying  on  or  administering  any   of   the
31        activities  excepting  the  receipt  of  deposits  or the
32        payment of checks or other  orders  for  the  payment  of
33        money  in  which  a  bank  may  engage in carrying on its
34        general banking business; provided, however, that nothing
 
HB2538 Enrolled             -19-               LRB9201093JScs
 1        contained in this paragraph (c) shall be deemed to permit
 2        a bank organized under this Act or subject hereto to  do,
 3        either directly or indirectly through any subsidiary, any
 4        act,  including  the making of any loan or investment, or
 5        to own, possess, or carry as assets any property that  if
 6        done by or owned, possessed, or carried by the State bank
 7        would  be  in violation of or prohibited by any provision
 8        of this Act.
 9        The provisions of this subsection (12) shall not apply to
10    and shall not be deemed to limit the powers of a  State  bank
11    with  respect  to  the ownership, possession, and carrying of
12    stock that a State bank is  permitted  to  own,  possess,  or
13    carry under this Act.
14        Any  bank  intending to establish a subsidiary under this
15    subsection (12) shall give written notice to the Commissioner
16    60 days prior to the subsidiary's commencing of business  or,
17    as the case may be, prior to acquiring stock in a corporation
18    that  has  already  commenced  business.  After receiving the
19    notice, the Commissioner may waive or reduce the  balance  of
20    the  60  day notice period.  The Commissioner may specify the
21    form of the notice and may promulgate rules  and  regulations
22    to administer this subsection (12).
23        (13)  To   accept  for  payment  at  a  future  date  not
24    exceeding one year from the date of acceptance, drafts  drawn
25    upon  it  by  its customers; and to issue, advise, or confirm
26    letters of credit authorizing the  holders  thereof  to  draw
27    drafts upon it or its correspondents.
28        (14)  To  own and lease personal property acquired by the
29    bank at the request of a  prospective  lessee  and  upon  the
30    agreement  of  that  person  to  lease  the personal property
31    provided that the lease, the agreement with respect  thereto,
32    and  the amount of the investment of the bank in the property
33    comply with Section 35.1 of this Act.
34        (15) (a)  To establish and maintain, in addition  to  the
 
HB2538 Enrolled             -20-               LRB9201093JScs
 1        main  banking  premises,  branches  offering  any banking
 2        services permitted at the  main  banking  premises  of  a
 3        State bank.
 4             (b)  To  establish and maintain, after May 31, 1997,
 5        branches in another state that may conduct  any  activity
 6        in  that  state  that  is authorized or permitted for any
 7        bank that has a banking charter  issued  by  that  state,
 8        subject to the same limitations and restrictions that are
 9        applicable to banks chartered by that state.
10        (16)  (Blank).
11        (17)  To  establish and maintain terminals, as authorized
12    by the Electronic Fund Transfer Act.
13        (18)  To establish and maintain temporary service  booths
14    at  any  International  Fair  held  in  this  State  which is
15    approved by the United States Department of Commerce, for the
16    duration of the international fair for the  sole  purpose  of
17    providing  a  convenient place for foreign trade customers at
18    the fair to exchange  their  home  countries'  currency  into
19    United  States currency or the converse. This power shall not
20    be construed  as  establishing  a  new  place  or  change  of
21    location for the bank providing the service booth.
22        (19)  To  indemnify  its  officers, directors, employees,
23    and agents, as authorized for corporations under Section 8.75
24    of the Business Corporation Act of 1983.
25        (20)  To own, possess, and carry as assets stock  of,  or
26    be  or  become  a member of, any corporation, mutual company,
27    association, trust, or other entity  formed  exclusively  for
28    the  purpose  of providing directors' and officers' liability
29    and bankers' blanket bond insurance or reinsurance to and for
30    the benefit of the stockholders, members,  or  beneficiaries,
31    or  their assets or businesses, or their officers, directors,
32    employees, or agents, and not to or for the  benefit  of  any
33    other person or entity or the public generally.
34        (21)  To  make debt or equity investments in corporations
 
HB2538 Enrolled             -21-               LRB9201093JScs
 1    or projects, whether for profit or not for  profit,  designed
 2    to  promote the development of the community and its welfare,
 3    provided that  the  aggregate  investment  in  all  of  these
 4    corporations and in all of these projects does not exceed 10%
 5    of  the unimpaired capital and unimpaired surplus of the bank
 6    and  provided  that  this  limitation  shall  not  apply   to
 7    creditworthy  loans  by  the  bank  to  those corporations or
 8    projects.  Upon written application to  the  Commissioner,  a
 9    bank  may make an investment that would, when aggregated with
10    all other such investments,  exceed  10%  of  the  unimpaired
11    capital  and unimpaired surplus of the bank. The Commissioner
12    may approve the investment if he is of the opinion and  finds
13    that the proposed investment will not have a material adverse
14    effect on the safety and soundness of the bank.
15        (22)  To own, possess, and carry as assets the stock of a
16    corporation engaged in the ownership or operation of a travel
17    agency  or  to  operate  a  travel  agency  as  a part of its
18    business, provided that the bank either owned, possessed, and
19    carried as assets the stock of such a corporation or operated
20    a travel agency as part of its business before July 1, 1991.
21        (23)  With respect to affiliate facilities:
22             (a)  to conduct at affiliate facilities for  and  on
23        behalf  of  another commonly owned bank, if so authorized
24        by the other bank, all transactions that the  other  bank
25        is authorized or permitted to perform; and
26             (b)  to  authorize  a commonly owned bank to conduct
27        for and on behalf of it any of  the  transactions  it  is
28        authorized  or  permitted  to  perform  at  one  or  more
29        affiliate facilities.
30        Any  bank intending to conduct or to authorize a commonly
31    owned bank to conduct at an affiliate  facility  any  of  the
32    transactions  specified  in  this  paragraph  (23) shall give
33    written notice to the Commissioner at least  30  days  before
34    any such transaction is conducted at the affiliate facility.
 
HB2538 Enrolled             -22-               LRB9201093JScs
 1        (24)  To  act  as  the agent for any fire, life, or other
 2    insurance company authorized by the  State  of  Illinois,  by
 3    soliciting  and  selling insurance and collecting premiums on
 4    policies issued by such company; and to receive for  services
 5    so  rendered  such  fees or commissions as may be agreed upon
 6    between the bank and the insurance company for which  it  may
 7    act  as  agent; provided, however, that no such bank shall in
 8    any case assume or guarantee the payment of  any  premium  on
 9    insurance   policies   issued   through  its  agency  by  its
10    principal; and provided further,  that  the  bank  shall  not
11    guarantee  the  truth  of any statement made by an assured in
12    filing his application for insurance.
13        (25)  Notwithstanding any other provisions of this Act or
14    any other law, to offer any product or service that is at the
15    time  authorized  or  permitted  to   any   insured   savings
16    association  or out-of-state bank by applicable law, provided
17    that powers conferred only by this subsection (25):
18             (a)  shall always be subject to the same limitations
19        and restrictions  that  are  applicable  to  the  insured
20        savings  association or out-of-state bank for the product
21        or service by such applicable law;
22             (b)  shall be subject to  applicable  provisions  of
23        the Financial Institutions Insurance Sales Law;
24             (c)  shall not include the right to own or conduct a
25        real  estate brokerage business for which a license would
26        be required under the laws of this State; and
27             (d)  shall  not  be   construed   to   include   the
28        establishment  or maintenance of a branch, nor shall they
29        be construed to limit the establishment or maintenance of
30        a branch pursuant to subsection (11).
31    (Source: P.A.  90-41,  eff.  10-1-97;  90-301,  eff.  8-1-97;
32    90-655, eff. 7-30-98;  90-665,  eff.  7-30-98;  91-330,  eff.
33    7-29-99; 91-849, eff. 6-22-00.)
 
HB2538 Enrolled             -23-               LRB9201093JScs
 1        (205 ILCS 5/5b) (from Ch. 17, par. 312.1)
 2        Sec. 5b.  Deposits in outside depository.
 3        (a)  Except  as provided in subsection (b), every bank is
 4    liable for deposits made in an outside  depository  from  the
 5    time the deposit is made.
 6        (b)  A  bank  may  adopt  a policy that its liability for
 7    deposits made in outside depositories will be  delayed  until
 8    the  deposits  are recorded, and, if such a policy is adopted
 9    and depositors are notified in writing at least  21  days  in
10    advance  of  the  effective  date  of such policy, the bank's
11    liability will be delayed in accordance with the policy.   In
12    case  of  deposit  accounts  opened  after  such  a policy is
13    adopted, the policy shall be effective if  the  depositor  is
14    given  written  notice  of the policy at the time the deposit
15    account is opened.
16        (c)  For  the   purposes   of   this   Section   "outside
17    depository"  means  any receptacle attached to a main banking
18    premise, or branch, as allowed in subsection (15) of  Section
19    5  of  this  Act, or other location for the purpose of making
20    deposits either during or after regular  banking  hours,  but
21    does not include an automatic teller machine or point of sale
22    terminal, as defined in the Electronic Fund Transfer Act.
23    (Source: P.A. 88-273; 89-310, eff. 1-1-96.)

24        (205 ILCS 5/7) (from Ch. 17, par. 314)
25        Sec.  7. Organization capital requirements. A bank may be
26    organized to exercise the powers conferred by this  Act  with
27    minimum   capital   and   surplus   as   determined   by  the
28    Commissioner.    The   Commissioner   shall    record    such
29    organization  capital  requirements  in  the  Office  of  the
30    Secretary of State.
31    (Source: P.A. 90-301, eff. 8-1-97.)

32        (205 ILCS 5/8) (from Ch. 17, par. 315)
 
HB2538 Enrolled             -24-               LRB9201093JScs
 1        Sec.  8.  Incorporators. A State bank may be organized on
 2    application  by  5  or  more  incorporators  who   shall   be
 3    individuals  except  that  a  bank holding company may be the
 4    sole incorporator of a State bank.  Each  incorporator  shall
 5    undertake  to  subscribe  and  pay  in full in cash for stock
 6    having a value of not less than one per cent of  the  minimum
 7    capital  and  surplus 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. 90-301, eff. 8-1-97.)

16        (205 ILCS 5/10) (from Ch. 17, par. 317)
17        Sec. 10. Permit to organize.
18        (a)  Upon the filing of an application for  a  permit  to
19    organize, the Commissioner shall investigate the truth of the
20    statements  therein  and  shall  consider the proposed bank's
21    capital structure, its future earnings prospects, the general
22    character, experience, and  qualifications  of  its  proposed
23    management,   its   proposed   plan  of  operation,  and  the
24    convenience and needs of the area sought to  be  served,  and
25    notwithstanding  the provisions of Section 7 of this Act, the
26    Commissioner shall not approve the application  and  issue  a
27    permit  to  organize  unless  he  shall be of the opinion and
28    finds:
29             (1)  that the proposed capital at  least  meets  the
30        minimum  requirements  of  this  Act  determined  by  the
31        Commissioner  pursuant to Section 7 of this Act including
32        additional capital necessitated by the  circumstances  of
33        the   proposed   bank   including  its  size,   scope  of
 
HB2538 Enrolled             -25-               LRB9201093JScs
 1        operations and market in which it proposes to operate;
 2             (2)  that  the   future   earnings   prospects   are
 3        favorable;
 4             (3)  that  the  general  character,  experience, and
 5        qualifications  of  its  proposed  management   and   its
 6        proposed   plan  of  operation  are  such  as  to  assure
 7        reasonable  promise  of  successful,   safe   and   sound
 8        operation;
 9             (4)  that  the  name of the proposed bank is not the
10        same as or deceptively similar to a  name  reserved  with
11        the  Commissioner's  office  under  Section 9.5 or to the
12        name of any other bank then operating in this State; and
13             (5)  that the convenience  and  needs  of  the  area
14        sought  to  be  served  by  the  proposed  bank  will  be
15        promoted.
16        (b)  The Commissioner shall revoke the permit to organize
17    and  order  liquidation  of  any funds collected in the event
18    that  the  organizers  do  not  obtain  a  charter  from  the
19    Commissioner authorizing the bank to commence business within
20    6 months from the date of the issuance of the permit,  unless
21    a request has been submitted, in writing, to the Commissioner
22    for an extension and the request has been approved.
23        (c)  The   Commissioner   may   impose   such  terms  and
24    conditions, if any, on the issuance of the permit to organize
25    as the Commissioner deems appropriate and necessary  for  the
26    organization of the bank.
27    (Source: P.A. 90-665, eff. 7-30-98; 91-452, eff. 1-1-00.)

28        (205 ILCS 5/12) (from Ch. 17, par. 319)
29        Sec. 12. Organization.
30        (a)  The  directors  so  elected  shall  may  proceed  to
31    organize in conformity with this Act and as follows:
32             (1)  To qualify themselves as directors.
33             (2)  To elect one of their number as president.
 
HB2538 Enrolled             -26-               LRB9201093JScs
 1             (3)  To make and adopt by-laws not inconsistent with
 2        its  charter  or  with  law for the administration of the
 3        affairs of the bank.
 4             (4)  To appoint such officers  as  the  by-laws  may
 5        provide, and fix the salaries of all officers.
 6             (5)  To  furnish  to  the  Commissioner lists of the
 7        stockholders  and  copies  of  any  other   records   the
 8        Commissioner may require.
 9             (6)  To  collect  the  subscriptions  to the capital
10        stock and to the preferred stock, if any,  including  the
11        surplus and the reserves for operating expenses.
12             (6.5)  To notify the Commissioner of any significant
13        deviation  or  change from the original plan of operation
14        or  proposed  business  activities  submitted  with   the
15        application for a permit to organize.
16             (7)  To report the organization to the Commissioner.
17        (b)  Subscriptions  to  the  capital  stock  and  to  the
18    preferred  stock,  if  any, collected pursuant to item (6) of
19    subsection (a) of this Section must be placed in escrow.
20    (Source: P.A. 85-204.)

21        (205 ILCS 5/13) (from Ch. 17, par. 320)
22        Sec. 13.  Issuance of charter.
23        (a)  When the directors have  organized  as  provided  in
24    Section  12  of  this  Act,  and  the  capital  stock and the
25    preferred stock, if any, together with a surplus of not  less
26    than  50%  of  the  capital, has been all fully paid in and a
27    record  of  the  same  filed  with  the   Commissioner,   the
28    Commissioner  or  some competent person of the Commissioner's
29    appointment  shall  make  a  thorough  examination  into  the
30    affairs of the proposed bank, and if satisfied (i)  that  all
31    the  requirements  of  this Act have been complied with, (ii)
32    that no intervening circumstance has occurred to  change  the
33    Commissioner's  findings  made pursuant to Section 10 of this
 
HB2538 Enrolled             -27-               LRB9201093JScs
 1    Act, and (iii) that the prior involvement by any  stockholder
 2    who will own a sufficient amount of stock to have control, as
 3    defined  in Section 18 of this Act, of the proposed bank with
 4    any other  financial  institution,  whether  as  stockholder,
 5    director,  officer,  or customer, was conducted in a safe and
 6    sound manner, upon payment into the Commissioner's office  of
 7    the  reasonable expenses of the examination, as determined by
 8    the Commissioner, the  Commissioner  shall  issue  a  charter
 9    authorizing  the  bank  to commence business as authorized in
10    this Act.  All charters issued by  the  Commissioner  or  any
11    predecessor agency which chartered State banks, including any
12    charter  outstanding  as  of  September  1,  1989,  shall  be
13    perpetual.  For the 2 years after the Commissioner has issued
14    a  charter  to a bank, the bank shall request and obtain from
15    the Commissioner prior written approval before it may  change
16    senior management personnel or directors.
17        The original charter, duly certified by the Commissioner,
18    or  a  certified  copy  shall  be  evidence in all courts and
19    places of the existence and  authority  of  the  bank  to  do
20    business.    Upon   the   issuance  of  the  charter  by  the
21    Commissioner, the bank shall be deemed  fully  organized  and
22    may  proceed  to  do  business.  The Commissioner may, in the
23    Commissioner's  discretion,  withhold  the  issuing  of   the
24    charter  when the Commissioner has reason to believe that the
25    bank  is  organized  for  any   purpose   other   than   that
26    contemplated by this Act or that a commission or fee has been
27    paid  in  connection  with the sale of the stock of the bank.
28    The  Commissioner  shall  revoke  the   charter   and   order
29    liquidation  in  the  event that the bank does not commence a
30    general banking business within one year from the date of the
31    issuance of the charter, unless a request has been submitted,
32    in writing, to the Commissioner  for  an  extension  and  the
33    request  has  been  approved.   After  commencing  a  general
34    banking  business,  a  bank  may  change  its  name by filing
 
HB2538 Enrolled             -28-               LRB9201093JScs
 1    written notice with the Commissioner at least 30  days  prior
 2    to the effective date of such change.  A bank chartered under
 3    this  Act  may  change  its  main  banking premises by filing
 4    written  application  with   the   Commissioner,   on   forms
 5    prescribed by the Commissioner, provided (i) the change shall
 6    not be a removal to a new location without complying with the
 7    capital  requirements  of  Section 7 and of subsection (1) of
 8    Section 10 of this Act; (ii) the  Commissioner  approves  the
 9    relocation  or  change;  and (iii) the bank complies with any
10    applicable federal law or regulation.  The application  shall
11    be deemed to be approved if the Commissioner has not acted on
12    the   application   within  30  days  after  receipt  of  the
13    application,  unless  within  the  30-day  time   frame   the
14    Commissioner  informs  the  bank that an extension of time is
15    necessary  prior  to  the  Commissioner's   action   on   the
16    application.
17        (b) (1)  The  Commissioner  may also issue a charter to a
18    bank  that  is  owned   exclusively   by   other   depository
19    institutions  or depository institution holding companies and
20    is organized to engage exclusively in providing  services  to
21    or   for   other   depository   institutions,  their  holding
22    companies, and the officers, directors, and employees of such
23    institutions and companies, and  in  providing  correspondent
24    banking   services   at   the  request  of  other  depository
25    institutions or their holding companies (also referred to  as
26    a "bankers' bank").
27        (2)  A  bank  chartered  pursuant to paragraph (1) shall,
28    except as otherwise specifically determined or limited by the
29    Commissioner in an order or pursuant to  a  rule,  be  vested
30    with  the  same rights and privileges and subject to the same
31    duties,  restrictions,  penalties,  and  liabilities  now  or
32    hereafter imposed under this Act.
33        (c)  A bank chartered under this Act  after  November  1,
34    1985,  and an out-of-state bank that merges with a State bank
 
HB2538 Enrolled             -29-               LRB9201093JScs
 1    and establishes or maintains a branch in this State after May
 2    31, 1997, shall obtain  from  and,  at  all  times  while  it
 3    accepts  or  retains  deposits,  maintain  with  the  Federal
 4    Deposit  Insurance Corporation, or such other instrumentality
 5    of or corporation chartered by  the  United  States,  deposit
 6    insurance as authorized under federal law.
 7        (d) (i)  A  bank that has a banking charter issued by the
 8    Commissioner under  this  Act  may,  pursuant  to  a  written
 9    purchase and assumption agreement, transfer substantially all
10    of  its  assets  to  another  State  bank or national bank in
11    consideration, in whole or in part, for the transferee banks'
12    assumption of any part or all of  its  liabilities.   Such  a
13    transfer  shall  in no way be deemed to impair the charter of
14    the transferor bank or cause the transferor bank  to  forfeit
15    any   of   its  rights,  powers,  interests,  franchises,  or
16    privileges as a State bank, nor shall any voluntary reduction
17    in  the  transferor  bank's  activities  resulting  from  the
18    transfer have any such  effect;  provided,  however,  that  a
19    State  bank  that  transfers  substantially all of its assets
20    pursuant to this subsection (d) and  following  the  transfer
21    does  not  accept deposits and make loans, shall not have any
22    rights, powers, interests, franchises,  or  privileges  under
23    subsection  (15)  of Section 5 of this Act until the bank has
24    resumed accepting deposits and making loans.
25        (ii)  The  fact  that  a  State  bank  does  not   resume
26    accepting deposits and making loans for a period of 24 months
27    commencing on September 11, 1989 or on a date of the transfer
28    of  substantially  all of a State bank's assets, whichever is
29    later, or such longer period as the Commissioner may allow in
30    writing, may be the basis for a finding by  the  Commissioner
31    under  Section  51  of  this  Act  that the bank is unable to
32    continue operations.
33        (iii)  The authority provided by subdivision (i) of  this
34    subsection  (d)  shall terminate on May 31, 1997, and no bank
 
HB2538 Enrolled             -30-               LRB9201093JScs
 1    that has transferred substantially all of its assets pursuant
 2    to this subsection (d) shall continue in existence after  May
 3    31, 1997.
 4    (Source:  P.A.  90-14,  eff.  7-1-97;  90-301,  eff.  8-1-97;
 5    90-665, eff. 7-30-98; 91-322, eff. 1-1-00.)

 6        (205 ILCS 5/13.5)
 7        Sec. 13.5.  Formation and merger of interim banks.
 8        (a)  An interim bank may be chartered as a State bank for
 9    the   exclusive   purpose   of   accomplishing   a  corporate
10    restructuring through merger with  an  existing  State  bank,
11    national   bank,   trust   company,  or  an  insured  savings
12    association.  An interim bank shall be chartered  and  merged
13    pursuant to the provisions of this Section.  The interim bank
14    shall  not accept deposits, make loans, pay checks, or engage
15    in the general banking business  or  any  part  thereof,  and
16    shall not be subject to the provisions of this Act other than
17    those  set  forth in this Section; provided, however, that if
18    the interim bank becomes the resulting bank in a merger, such
19    resulting bank shall have all  of  the  powers,  rights,  and
20    duties  of  a  State bank and must comply with all applicable
21    provisions of this Act.
22        (b)  An  interim  State  bank  may  be   organized   upon
23    application  by  5 or more incorporators or by a bank holding
24    company.  The application shall be made on  forms  prescribed
25    by  the  Commissioner  which shall request, at a minimum, the
26    following information:
27             (1)  the names and addresses of the incorporators;
28             (2)  the proposed name and address  of  the  interim
29        bank;
30             (3)  the  name  and  address of all banks with which
31        the interim bank will be merging;
32             (4)  a copy of the merger  agreement  by  which  the
33        interim  bank will be merged with the banks identified in
 
HB2538 Enrolled             -31-               LRB9201093JScs
 1        item (3) containing  the  same  information  required  in
 2        merger  agreements  pursuant to subsection (1) of Section
 3        22 of this Act; and
 4             (5)  an acknowledgement that the interim bank  shall
 5        not  engage  in  the general banking business or any part
 6        thereof unless and until the  interim  bank  becomes  the
 7        resulting bank in a merger.
 8        (c)  The  merger agreement must be approved by all of the
 9    incorporators of the interim bank and must be approved by the
10    existing State bank with which the interim bank  will  merge,
11    as required by Section 22 of this Act.
12        (d)  Upon  receipt  of  the  application  to organize the
13    interim bank and the merger agreement submitted  pursuant  to
14    this Section and Section 22 of this Act, the Commissioner may
15    issue  a  charter  to the interim bank and approve the merger
16    agreement if the Commissioner makes the findings set forth in
17    subsection (3) of Section 22 of this Act.  The interim bank's
18    charter shall not  take  effect  until,  and  shall  only  be
19    effective for purposes of, the merger.
20        (e)  Nothing  in  this Section affects the obligations of
21    an existing State bank  with  which  the  interim  bank  will
22    merge,  or  the rights of minority or dissenting shareholders
23    of the existing State bank, in connection with the  approval,
24    execution,  and  accomplishment  of  a  merger  agreement  as
25    provided elsewhere in this Act.
26    (Source: P.A. 90-301, eff. 8-1-97.)

27        (205 ILCS 5/14) (from Ch. 17, par. 321)
28        Sec.  14.  Stock.   Unless otherwise provided for in this
29    Act provisions of general application to  stock  of  a  state
30    bank shall be as follows:
31        (1)  All  banks  shall  have  their  capital divided into
32    shares of a par value of not less than $1 one dollar each and
33    not more than $100 one hundred dollars each, however, the par
 
HB2538 Enrolled             -32-               LRB9201093JScs
 1    value of shares of a bank effecting  a  reverse  stock  split
 2    pursuant  to  item  (8)  of  subsection (a) of Section 17 may
 3    temporarily exceed this limit provided  it  conforms  to  the
 4    limits   immediately   after   the  reverse  stock  split  is
 5    completed. No issue of capital stock or preferred stock shall
 6    be valid until not less than the par value of all such  stock
 7    so  issued  shall  be  paid  in  and  notice  thereof  by the
 8    president, a vice-president or cashier of the bank  has  been
 9    transmitted  to  the Commissioner. In the case of an increase
10    in capital stock by the declaration of a stock dividend,  the
11    capitalization  of  retained  earnings effected by such stock
12    dividend  shall  constitute  the  payment  for  such   shares
13    required by the preceding sentence, provided that the surplus
14    of  said  bank  after  such  stock dividend shall be at least
15    equal to fifty per cent of  the  capital  as  increased.  The
16    charter  shall  not  limit  or  deny  the voting power of the
17    shares of any class of stock except as  provided  in  Section
18    15(3) of this Act.
19        (2)  Pursuant  to  action  taken  in  accordance with the
20    requirements of Section 17, a bank may issue preferred  stock
21    of   one  or  more  classes  as  shall  be  approved  by  the
22    Commissioner as hereinafter provided, and make such amendment
23    to its charter as may be necessary for this purpose;  but  in
24    the case of any newly organized bank which has not yet issued
25    capital stock the requirements of Section 17 shall not apply.
26        (3)  Without  limiting  the  authority herein contained a
27    bank, when so provided in its charter and  when  approved  by
28    the Commissioner, may issue shares of preferred stock:
29             (a)  Subject  to the right of the bank to redeem any
30        of such shares at not exceeding the price  fixed  by  the
31        charter for the redemption thereof;
32             (b)  Subject  to the provisions of subsection (8) of
33        this  Section  14  entitling  the  holders   thereof   to
34        cumulative or noncumulative dividends;
 
HB2538 Enrolled             -33-               LRB9201093JScs
 1             (c)  Having  preference  over  any  other  class  or
 2        classes of shares as to the payment of dividends;
 3             (d)  Having  preference as to the assets of the bank
 4        over any other  class  or  classes  of  shares  upon  the
 5        voluntary or involuntary liquidation of the bank;
 6             (e)  Convertible  into  shares of any other class of
 7        stock,  provided  that  preferred  shares  shall  not  be
 8        converted into shares of a  different  par  value  unless
 9        that  part of the capital of the bank represented by such
10        preferred shares is at the time of the  conversion  equal
11        to  the  aggregate par value of the shares into which the
12        preferred shares are to be converted.
13        (4)  If any part of the capital of  a  bank  consists  of
14    preferred  stock,  the  determination  of  whether or not the
15    capital of such bank is  impaired  and  the  amount  of  such
16    impairment  shall  be  based  upon the par value of its stock
17    even though the amount which the holders  of  such  preferred
18    stock shall be entitled to receive in the event of retirement
19    or  liquidation  shall  be in excess of the par value of such
20    preferred stock.
21        (5)  Pursuant to action  taken  in  accordance  with  the
22    requirements  of  Section  17  of  this Act, a state bank may
23    provide for a specified number  of  authorized  but  unissued
24    shares  of  capital  stock  for  one or more of the following
25    purposes:
26             (a)  Reserved for issuance under stock  option  plan
27        or plans to directors, officers or employees;
28             (b)  Reserved   for   issuance  upon  conversion  of
29        convertible preferred stock issued  pursuant  to  and  in
30        compliance with the provisions of subsections (2) and (3)
31        of this Section 14.
32             (c)  Reserved   for   issuance  upon  conversion  of
33        convertible debentures or other convertible evidences  of
34        indebtedness issued by a state bank, provided always that
 
HB2538 Enrolled             -34-               LRB9201093JScs
 1        the  terms  of  such conversion have been approved by the
 2        Commissioner;
 3             (d)  Reserved for issuance by the declaration  of  a
 4        stock  dividend.  If and when any shares of capital stock
 5        are proposed to be authorized and reserved for any of the
 6        purposes set forth  in  subparagraphs  (a),  (b)  or  (c)
 7        above,  the  notice  of  the  meeting, whether special or
 8        annual, of stockholders at which such proposition  is  to
 9        be considered shall be accompanied by a statement setting
10        forth  or  summarizing the terms upon which the shares of
11        capital stock so reserved  are  to  be  issued,  and  the
12        extent to which any preemptive rights of stockholders are
13        inapplicable to the issuance of the shares so reserved or
14        to   the   convertible  preferred  stock  or  convertible
15        debentures   or   other    convertible    evidences    of
16        indebtedness, and the approving vote of the holders of at
17        least  two-thirds  of  the  outstanding  shares  of stock
18        entitled to vote at such meeting of  the  terms  of  such
19        issuance  shall  be  requisite  for  the  adoption of any
20        amendment providing for the reservation of authorized but
21        unissued shares for any of said purposes. Nothing in this
22        subsection (5) contained shall be deemed to authorize the
23        issuance of any capital stock for  a  consideration  less
24        than the par value thereof.
25        (6)  Upon written application to the Commissioner 60 days
26    prior  to  the  proposed  purchase and receipt of the written
27    approval of the Commissioner, a state bank may  purchase  and
28    hold  as  treasury  stock such amounts of the total number of
29    issued and outstanding shares of its  capital  and  preferred
30    stock   outstanding   as   the   Commissioner  determines  is
31    consistent with  safety  and  soundness  of  the  bank.   The
32    Commissioner  may  specify  the  manner of accounting for the
33    treasury stock and the  form  of  notice  prior  to  ultimate
34    disposition  of  the  shares.   Except  as authorized in this
 
HB2538 Enrolled             -35-               LRB9201093JScs
 1    subsection, it shall not  be  lawful  for  a  state  bank  to
 2    purchase  or  hold  any  additional such shares or securities
 3    described in subsection (2) of Section 37 unless necessary to
 4    prevent loss upon a debt previously contracted in good faith,
 5    in which event such shares  or  securities  so  purchased  or
 6    acquired  shall, within 6 months from the time of purchase or
 7    acquisition, be sold or disposed  of  at  public  or  private
 8    sale.   Any  state  bank  which  intends to purchase and hold
 9    treasury stock as authorized in  this  subsection  (6)  shall
10    file  a  written  application  with  the Commissioner 60 days
11    prior to any such proposed purchase.  The  application  shall
12    state the number of shares to be purchased, the consideration
13    for  the shares, the name and address of the person from whom
14    the shares are to be  purchased,  if  known,  and  the  total
15    percentage of its issued and outstanding shares to be held by
16    the bank after the purchase.  The total consideration paid by
17    a  state  bank  for  treasury  stock shall reduce capital and
18    surplus of the bank for purposes  of  Sections  of  this  Act
19    relating  to  lending  and  investment  limits  which require
20    computation of capital and  surplus.  After  considering  and
21    approving  an application to purchase and hold treasury stock
22    under this subsection, the Commissioner may waive  or  reduce
23    the   balance   of   the   60  day  application  period.  The
24    Commissioner may specify the  form  of  the  application  for
25    approval  to  acquire treasury stock and promulgate rules and
26    regulations for the administration of this subsection (6).  A
27    state bank may, acquire or resell its owns shares as treasury
28    stock pursuant to this subsection (6) without a change in its
29    charter pursuant to Section 17.  Such stock may be  held  for
30    any purpose permitted in subsection (5) of this Section 14 or
31    may  be  resold  upon  such  reasonable terms as the board of
32    directors may determine  provided  notice  is  given  to  the
33    Commissioner prior to the resale of such stock.
34        (7)  During the time that a state bank shall continue its
 
HB2538 Enrolled             -36-               LRB9201093JScs
 1    banking  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, but nothing in this subsection shall
 4    prevent a reduction or change of the  capital  stock  or  the
 5    preferred  stock  under the provisions of Sections 17 through
 6    30 of this Act,  a  purchase  of  treasury  stock  under  the
 7    provisions  of  subsection  (6)  of  this  Section  14  or  a
 8    redemption  of preferred stock pursuant to charter provisions
 9    therefor.
10        (8)  (a)  Subject to the  provisions  of  this  Act,  the
11        board  of directors of a state bank from time to time may
12        declare a dividend of so much of the net profits of  such
13        bank  as  it  shall judge expedient, but each bank before
14        the declaration  of  a  dividend  shall  carry  at  least
15        one-tenth  of  its  net  profits  since  the  date of the
16        declaration of the last preceding dividend, or since  the
17        issuance  of  its  charter  in  the  case  of  its  first
18        dividend, to its surplus until the same shall be equal to
19        its capital.
20             (b)  No  dividends  shall  be  paid  by a state bank
21        while it continues its  banking  business  to  an  amount
22        greater  than  its  net  profits  then on hand, deducting
23        first therefrom its losses and bad debts.  All debts  due
24        to  a state bank on which interest is past due and unpaid
25        for a period of 6 months or more,  unless  the  same  are
26        well  secured  and in the process of collection, shall be
27        considered bad debts.
28        (9)  A State bank may, but shall not be obliged to, issue
29    a certificate for a fractional share, and, by action  of  its
30    board  of  directors,  may in lieu thereof, pay cash equal to
31    the value of the  fractional  share.   A  certificate  for  a
32    fractional   share  shall  entitle  the  holder  to  exercise
33    fractional  voting  rights,  to  receive  dividends,  and  to
34    participate in any of the assets of the bank in the event  of
 
HB2538 Enrolled             -37-               LRB9201093JScs
 1    liquidation.
 2    (Source:  P.A.  90-160,  eff.  7-23-97;  90-301, eff. 8-1-97;
 3    90-655, eff. 7-30-98.)

 4        (205 ILCS 5/15) (from Ch. 17, par. 322)
 5        Sec.  15.   Stock  and  stockholders.   Unless  otherwise
 6    provided for in this Act, provisions of  general  application
 7    to  capital  stock,  preferred  stock,  and stockholders of a
 8    State bank shall be as follows:
 9        (1)  There shall be an annual meeting of the stockholders
10    for the election of directors each year on the first business
11    day in January, unless some other date shall be fixed by  the
12    by-laws.  A special meeting of the stockholders may be called
13    at  any  time by the board of directors, and otherwise as may
14    be provided in the bylaws.
15        (2)  Written or printed notice stating  the  place,  day,
16    and  hour  of  the meeting, and in case of a special meeting,
17    the purpose or purposes for  which  the  meeting  is  called,
18    shall  be  delivered  not  less than 10 nor more than 40 days
19    before the date of the meeting either personally or by  mail,
20    by or at the direction of the president, or the secretary, or
21    the   officer   or  persons  calling  the  meeting,  to  each
22    stockholder of record entitled to vote at  the  meeting.   If
23    mailed,  the  notice  shall  be  deemed  to be delivered when
24    deposited in the United  States  mail  with  postage  thereon
25    prepaid  addressed  to  the  stockholder at his address as it
26    appears on the records of the bank.
27        (3)  Except as provided below in this paragraph (3), each
28    outstanding share shall be  entitled  to  one  vote  on  each
29    matter  submitted  to  a  vote  at a meeting of stockholders.
30    Shares of its own stock belonging to  a  bank  shall  not  be
31    voted,  directly  or indirectly, at any meeting and shall not
32    be counted in determining the  total  number  of  outstanding
33    shares at any given time, but shares of its own stock held by
 
HB2538 Enrolled             -38-               LRB9201093JScs
 1    it  in a fiduciary capacity may be voted and shall be counted
 2    in determining the total number of outstanding shares at  any
 3    given  time.   A  stockholder may vote either in person or by
 4    proxy executed in writing by the stockholder or by  his  duly
 5    authorized  attorney-in-fact.   No proxy shall be valid after
 6    11 months from the date of its  execution,  unless  otherwise
 7    provided  in  the  proxy.   Except  as provided below in this
 8    paragraph  (3),  in  all  elections   for   directors   every
 9    stockholder (or subscriber to the stock prior to the issuance
10    of  a  charter) shall have the right to vote, in person or by
11    proxy, for the number of shares of stock owned by him, for as
12    many persons as there are directors  to  be  elected,  or  to
13    cumulate  the  shares and give one candidate as many votes as
14    the number of directors multiplied by the number  of  his  or
15    her shares of stock shall equal, or to distribute them on the
16    same  principle  among  as many candidates as he or she shall
17    think fit.  The bank charter of  any  bank  organized  on  or
18    after  January  1,  1984  may  limit  or eliminate cumulative
19    voting rights in  all  or  specified  circumstances,  or  may
20    eliminate  voting rights entirely, as to any class or classes
21    or series of stock of the bank; provided that  one  class  of
22    shares  or  series thereof shall always have voting rights in
23    respect of all matters in the bank. A bank organized prior to
24    January 1, 1984 may amend its charter to eliminate cumulative
25    voting rights under all or  specified  circumstances,  or  to
26    eliminate  voting rights entirely, as to any class or classes
27    or series of stock of the bank; provided that  one  class  of
28    shares  or  series thereof shall always have voting rights in
29    respect of all matters in the bank, and provided further that
30    the proposal to eliminate  the  voting  rights  receives  the
31    approval  of  the holders of 70% of the outstanding shares of
32    stock entitled to vote as provided in  paragraph (b)  (7)  of
33    Section  17. A majority of the outstanding shares represented
34    in person or by proxy shall constitute a quorum at a  meeting
 
HB2538 Enrolled             -39-               LRB9201093JScs
 1    of stockholders.  In the absence of a quorum a meeting may be
 2    adjourned   from   time   to   time  without  notice  to  the
 3    stockholders.
 4        (4)  Whenever additional stock of a class is offered  for
 5    sale, stockholders of record of the same class on the date of
 6    the offer shall have the right to subscribe to the proportion
 7    of the shares as the stock of the class held by them bears to
 8    the  total  of  the  outstanding  stock of the class, and the
 9    price thereof may be in excess  of  par  value.   This  right
10    shall  be  transferable  but shall terminate if not exercised
11    within 60 days of the offer, unless  the  Commissioner  shall
12    authorize a shorter time.  If the right is not exercised, the
13    stock  shall  not be re-offered for sale to others at a lower
14    price without the stockholders of the same class again  being
15    accorded a preemptive right to subscribe at the lower price.
16    Notwithstanding  any  of the provisions of this paragraph (4)
17    or any other provision of law, stockholders  shall  not  have
18    any preemptive or other right to subscribe for or to purchase
19    or  acquire  shares  of  capital stock issued or to be issued
20    under a stock-option plan or  upon  conversion  of  preferred
21    stock   or   convertible   debentures  or  other  convertible
22    indebtedness that has been approved by  stockholders  in  the
23    manner  required  by  the  provisions  of  subsection  (5) of
24    Section 14 hereof or to treasury stock acquired  pursuant  to
25    subsection (6) of Section 14.
26        (5)  For the purpose of determining stockholders entitled
27    to  notice  of  or to vote at any meeting of stockholders, or
28    stockholders entitled to receive payment of any dividend,  or
29    in  order  to  make  a  determination of stockholders for any
30    other proper purpose, the board of directors of  a  bank  may
31    provide  that  the stock transfer books shall be closed for a
32    stated period not to exceed, in any case, 40 days.   In  lieu
33    of  closing  the stock transfer books, the board of directors
34    may fix in  advance  a  date  as  the  record  date  for  any
 
HB2538 Enrolled             -40-               LRB9201093JScs
 1    determination of stockholders, the date in any case to be not
 2    more  than 40 days, and in case of a meeting of stockholders,
 3    not less than  10  days  prior  to  the  date  on  which  the
 4    particular    action,    requiring   the   determination   of
 5    stockholders, is to be taken.  If the  stock  transfer  books
 6    are   not  closed  and  no  record  date  is  fixed  for  the
 7    determination of stockholders entitled to  notice  of  or  to
 8    vote  at  a meeting of stockholders, or stockholders entitled
 9    to receive payment of a dividend, the date on which notice of
10    a meeting is mailed or the date on which  the  resolution  of
11    the  board of directors declaring the dividend is adopted, as
12    the  case  may  be,  shall  be  the  record  date   for   the
13    determination of stockholders.
14        (6)  Stock  standing  in the name of another corporation,
15    domestic or foreign, may be voted by the officer,  agent,  or
16    proxy as the by-laws of the corporation may prescribe, or, in
17    the  absence  of such provision, as the board of directors of
18    the corporation may determine.  Stock standing in the name of
19    a deceased person may be voted by his or her administrator or
20    executor, either in person or by proxy.   Stock  standing  in
21    the  name  of  a  guardian  or  trustee  may be voted by that
22    fiduciary either in person or by proxy.  Shares  standing  in
23    the  name  of  a  receiver  may be voted by the receiver, and
24    shares held by or under control of a receiver may be voted by
25    the receiver without the transfer thereof  into  his  or  her
26    name  if  authority  so  to do be contained in an appropriate
27    order of the court by which the receiver  was  appointed.   A
28    stockholder  whose  shares  of  stock  are  pledged  shall be
29    entitled to vote those shares  until  the  shares  have  been
30    transferred  into the name of the pledgee, and thereafter the
31    pledgee shall be entitled to vote the shares so transferred.
32        (7)  Shares of stock shall be transferable in  accordance
33    with the general laws of this State governing the transfer of
34    corporate shares.
 
HB2538 Enrolled             -41-               LRB9201093JScs
 1        (8)  The  president and cashier of every State bank shall
 2    cause to be kept at all times a full and correct list of  the
 3    names  and  residences  of  all the shareholders in the State
 4    bank and the number of shares held  by  each  in  the  office
 5    where  its business is transacted.  The list shall be subject
 6    to the inspection of all the shareholders of the  State  bank
 7    and  the  officers  authorized  to  assess  taxes under State
 8    authority during business hours of each day in which business
 9    may be legally transacted.  A copy of the list,  verified  by
10    the oath of the president or cashier, shall be transmitted to
11    the  Commissioner  of Banks and Real Estate within 10 days of
12    any demand therefor made by the Commissioner.
13        (9)  Any number of shareholders of a bank  may  create  a
14    voting  trust for the purpose of conferring upon a trustee or
15    trustees the right  to  vote  or  otherwise  represent  their
16    shares  for  a  period  of not to exceed 10 years by entering
17    into a written voting trust  agreement specifying  the  terms
18    and  conditions of the voting trust and by transferring their
19    shares to the trustee or trustees for  the  purposes  of  the
20    agreement.   The  trust  agreement shall not become effective
21    until a counterpart of the agreement is  deposited  with  the
22    bank  at  its  main  banking premises registered office.  The
23    counterpart of the voting trust agreement so  deposited  with
24    the bank shall be subject to the same right of examination by
25    a shareholder of the bank, in person or by agent or attorney,
26    as  is  the  record  of shareholders of the bank and shall be
27    subject to examination by any holder of a beneficial interest
28    in the  voting  trust,  either  in  person  or  by  agent  or
29    attorney, at any reasonable time for any proper purpose.
30        (10)  Voting  agreements.   Shareholders  may provide for
31    the voting of their shares by signing an agreement  for  that
32    purpose.   A voting agreement created under this paragraph is
33    not subject to the provisions of paragraph (9).
34        A  voting  agreement  created  under  this  paragraph  is
 
HB2538 Enrolled             -42-               LRB9201093JScs
 1    specifically enforceable in accordance with the principles of
 2    equity.
 3    (Source: P.A. 89-508, eff. 7-3-96.)

 4        (205 ILCS 5/16.1) (from Ch. 17, par. 323.1)
 5        Sec. 16.1.  One or more of the directors may be  removed,
 6    with  or  without  cause, at a meeting of shareholders by the
 7    affirmative  vote  of  the  holders  of  a  majority  of  the
 8    outstanding shares then entitled to vote at  an  election  of
 9    directors, except as follows:
10        (1)  No  director  shall  be  removed  at  a  meeting  of
11    shareholders  unless  the  notice  of the meeting shall state
12    that a purpose of the meeting is to vote upon the removal  of
13    one  or  more  directors named in the notice.  Only the named
14    director or directors may be removed at that meeting.
15        (2)  In the case of a bank having cumulative  voting,  if
16    less  than the entire board is to be removed, no director may
17    be removed if the votes cast against his or her removal would
18    be sufficient to elect him or her if then cumulatively  voted
19    at an election of the entire board of directors.
20        (3)  If  a  director  is  elected by a class or series of
21    shares, he or she may be removed only by the shareholders  of
22    that class or series.
23        (4)  In   the  case  of  a  State  bank  whose  board  is
24    classified as provided in paragraph (3) (5) of Section 16  of
25    this  Act,  the  charter  or  the  by-laws  may  provide that
26    directors may be removed only for cause.
27    (Source: P.A. 86-368; 87-269.)

28        (205 ILCS 5/17) (from Ch. 17, par. 324)
29        Sec. 17.  Changes in charter.
30        (a)  By compliance with the  provisions  of  this  Act  a
31    State bank may:
32             (1)  (blank);
 
HB2538 Enrolled             -43-               LRB9201093JScs
 1             (2)  increase, decrease or change its capital stock,
 2        whether  issued  or  unissued,  provided  that in no case
 3        shall the capital be diminished to the prejudice  of  its
 4        creditors;
 5             (3)  provide  for  authorized  but  unissued capital
 6        stock reserved for  issuance  for  one  or  more  of  the
 7        purposes  provided  for  in  subsection (5) of Section 14
 8        hereof;
 9             (4)  authorize   preferred   stock,   or   increase,
10        decrease  or  change  the  preferences,   qualifications,
11        limitations,  restrictions  or special or relative rights
12        of its  preferred  stock,  whether  issued  or  unissued,
13        provided  that in no case shall the capital be diminished
14        to the prejudice of its creditors;
15             (5)  increase, decrease or change the par  value  of
16        its  shares  of  its  capital  stock  or preferred stock,
17        whether issued or unissued;
18             (6)  (blank) extend the duration of its charter;
19             (7)  eliminate cumulative voting rights under all or
20        specified  circumstances,  or  eliminate  voting   rights
21        entirely,  as  to any class or classes or series of stock
22        of the bank pursuant to  paragraph  (3)  of  Section  15,
23        provided that one class of shares or series thereof shall
24        always have voting in respect to all matters in the bank,
25        and  provided further that the proposal to eliminate such
26        voting rights receives the approval of the holders of 70%
27        of the outstanding shares of stock entitled  to  vote  as
28        provided  in  paragraph  (7)  of  subsection  (b) of this
29        Section 17;
30             (8)  increase, decrease, or change its capital stock
31        or preferred stock, whether issued or unissued,  for  the
32        purpose  of eliminating fractional shares or avoiding the
33        issuance of fractional shares, provided that in  no  case
34        shall  the  capital be diminished to the prejudice of its
 
HB2538 Enrolled             -44-               LRB9201093JScs
 1        creditors; or
 2             (9)  make such other change in its charter as may be
 3        authorized in this Act.
 4        (b)  To effect a change or  changes  in  a  State  bank's
 5    charter as provided for in this Section 17:
 6             (1)  The board of directors shall adopt a resolution
 7        setting  forth  the proposed amendment and directing that
 8        it be submitted to a vote at a meeting  of  stockholders,
 9        which may be either an annual or special meeting.
10             (2)  If the meeting is a special meeting, written or
11        printed  notice  setting  forth the proposed amendment or
12        summary thereof shall be given  to  each  stockholder  of
13        record  entitled to vote at such meeting at least 30 days
14        before such meeting and in the manner  provided  in  this
15        Act for the giving of notice of meetings of stockholders.
16             (3)  At   such   special  meeting,  a  vote  of  the
17        stockholders entitled to  vote  shall  be  taken  on  the
18        proposed  amendment.  Except as provided in paragraph (7)
19        of this subsection (b), the proposed amendment  shall  be
20        adopted  upon  receiving  the  affirmative  vote  of  the
21        holders  of at least two-thirds of the outstanding shares
22        of stock entitled to vote at such meeting, unless holders
23        of preferred stock are entitled to vote  as  a  class  in
24        respect  thereof,  in  which event the proposed amendment
25        shall be adopted upon receiving the affirmative  vote  of
26        the  holders  of  at  least two-thirds of the outstanding
27        shares of each class of shares  entitled  to  vote  as  a
28        class  in  respect  thereof  and of the total outstanding
29        shares entitled to vote at such meeting.  Any  number  of
30        amendments may be submitted to the stockholders and voted
31        upon  by  them  at  one  meeting.   A  certificate of the
32        amendment, or amendments, verified by the president, or a
33        vice-president,  or   the   cashier,   shall   be   filed
34        immediately in the office of the Commissioner.
 
HB2538 Enrolled             -45-               LRB9201093JScs
 1             (4)  At  any  annual meeting without a resolution of
 2        the board of directors and without  a  notice  and  prior
 3        publication, as hereinabove provided, a proposition for a
 4        change  in  the  bank's  charter  as provided for in this
 5        Section 17 may be submitted to a vote of the stockholders
 6        entitled to vote at the annual meeting,  except  that  no
 7        proposition  for  authorized  but  unissued capital stock
 8        reserved for issuance for one or  more  of  the  purposes
 9        provided for in subsection (5) of Section 14 hereof shall
10        be  submitted  without  complying  with the provisions of
11        said subsection.  The proposed amendment shall be adopted
12        upon receiving the affirmative vote of the holders of  at
13        least  two-thirds  of  the  outstanding  shares  of stock
14        entitled to vote  at  such  meeting,  unless  holders  of
15        preferred  stock  are  entitled  to  vote  as  a class in
16        respect thereof, in which event  the  proposed  amendment
17        shall  be  adopted upon receiving the affirmative vote of
18        the holders of at least  two-thirds  of  the  outstanding
19        shares  of  each  class  of  shares entitled to vote as a
20        class in respect thereof and the total outstanding shares
21        entitled to vote at such meeting.  A certificate  of  the
22        amendment, or amendments, verified by the president, or a
23        vice-president  or cashier, shall be filed immediately in
24        the office of the Commissioner.
25             (5)  If an amendment or amendments shall be approved
26        in  writing  by  the  Commissioner,  the   amendment   or
27        amendments   so   adopted   and   so  approved  shall  be
28        accomplished  in  accordance  with  the   vote   of   the
29        stockholders.  The Commissioner may impose such terms and
30        conditions on the approval of the amendment or amendments
31        as  he  deems necessary or appropriate.  The Commissioner
32        shall revoke such approval in the event such amendment or
33        amendments are not effected within one year from the date
34        of the issuance of  the  Commissioner's  certificate  and
 
HB2538 Enrolled             -46-               LRB9201093JScs
 1        written  approval except for transactions permitted under
 2        subsection (5) of Section 14 of this Act.
 3             (6)  No amendment or amendments shall  affect  suits
 4        in  which  the  bank  is  a  party,  nor affect causes of
 5        action, nor affect rights of persons in  any  particular,
 6        nor shall actions brought against such bank by its former
 7        name be abated by a change of name.
 8             (7)  A  proposal  to  amend the charter to eliminate
 9        cumulative  voting  rights   under   all   or   specified
10        circumstances, or to eliminate voting rights entirely, as
11        to  any  class  or  classes or series or stock of a bank,
12        pursuant to paragraph (3) of Section 15 and paragraph (7)
13        of subsection (a) of this Section 17,  shall  be  adopted
14        only  upon  such  proposal  receiving the approval of the
15        holders  of  70%  of  the  outstanding  shares  of  stock
16        entitled to vote at the meeting  where  the  proposal  is
17        presented for approval, unless holders of preferred stock
18        are  entitled  to  vote as a class in respect thereof, in
19        which event the proposed amendment shall be adopted  upon
20        receiving  the  approval  of  the  holders  of 70% of the
21        outstanding shares of each class of  shares  entitled  to
22        vote  as  a  class  in  respect  thereof and of the total
23        outstanding shares entitled to vote at the meeting  where
24        the  proposal is presented for approval.  The proposal to
25        amend the charter pursuant to this paragraph (7)  may  be
26        voted upon at the annual meeting or a special meeting.
27             (8)  Written  or  printed  notice of a stockholders'
28        meeting to vote on a proposal to  increase,  decrease  or
29        change  the  capital stock or preferred stock pursuant to
30        paragraph (8) of subsection (a) of this Section 17 and to
31        eliminate fractional shares  or  avoid  the  issuance  of
32        fractional  shares  shall be given to each stockholder of
33        record entitled to vote at the meeting at least  30  days
34        before the meeting and in the manner provided in this Act
 
HB2538 Enrolled             -47-               LRB9201093JScs
 1        for the giving of notice of meetings of stockholders, and
 2        shall include all of the following information:
 3                  (A)  A statement of the purpose of the proposed
 4             reverse stock split.
 5                  (B)  A statement of the amount of consideration
 6             being offered for the bank's stock.
 7                  (C)  A  statement  that  the bank considers the
 8             transaction  fair  to  the   stockholders,   and   a
 9             statement  of  the  material  facts  upon which this
10             belief is based.
11                  (D)  A statement that the bank has  secured  an
12             opinion  from  a  third  party  with  respect to the
13             fairness, from a financial point  of  view,  of  the
14             consideration   to   be   paid,   the  identity  and
15             qualifications of the third  party,  how  the  third
16             party  was  selected,  and any material relationship
17             between the third party and the bank.
18                  (E)  A summary of  the  opinion  including  the
19             basis  for  and  the  methods  of  arriving  at  the
20             findings  and  any limitation imposed by the bank in
21             arriving at fair value and a  statement  making  the
22             opinion  available  for  reviewing or copying by any
23             stockholder.
24                  (F)  A statement  that  objecting  stockholders
25             will  be  entitled to the fair value of those shares
26             that are voted against the charter amendment,  if  a
27             proper   demand   is   made  on  the  bank  and  the
28             requirements are  satisfied  as  specified  in  this
29             Section.
30    If a stockholder shall file with the bank, prior to or at the
31    meeting   of  stockholders  at  which  the  proposed  charter
32    amendment is submitted to a vote, a written objection to  the
33    proposed  charter  amendment  and  shall  not  vote  in favor
34    thereof,  and  if  the  stockholder,  within  20  days  after
 
HB2538 Enrolled             -48-               LRB9201093JScs
 1    receiving written notice of the date  the  charter  amendment
 2    was  accomplished pursuant to paragraph (5) of subsection (a)
 3    of this Section 17, shall make written demand on the bank for
 4    payment of the fair value of the stockholder's shares  as  of
 5    the  day  prior  to  the  date  on  which  the vote was taken
 6    approving the charter amendment, the bank shall  pay  to  the
 7    stockholder,   upon   surrender   of   the   certificate   or
 8    certificates  representing the stock, the fair value thereof.
 9    The demand shall state the number  of  shares  owned  by  the
10    objecting stockholder.  The bank shall provide written notice
11    of  the  date on which the charter amendment was accomplished
12    to all stockholders who  have  filed  written  objections  in
13    order that the objecting stockholders may know when they must
14    file written demand if they choose to do so.  Any stockholder
15    failing  to  make  demand  within  the 20-day period shall be
16    conclusively  presumed  to  have  consented  to  the  charter
17    amendment and shall be bound by the terms thereof.  If within
18    30 days after the date  on  which  a  charter  amendment  was
19    accomplished  the  value of the shares is agreed upon between
20    the objecting stockholders and  the  bank,  payment  therefor
21    shall  be  made  within  90  days after the date on which the
22    charter amendment was accomplished, upon the surrender of the
23    stockholder's certificate or  certificates  representing  the
24    shares.  Upon  payment  of  the  agreed  value  the objecting
25    stockholder shall cease to have any interest in the shares or
26    in  the  bank.   If  within  such  period  of  30  days   the
27    stockholder  and the bank do not so agree, then the objecting
28    stockholder may, within 60 days after the expiration  of  the
29    30-day  period,  file a complaint in the circuit court asking
30    for a finding and determination of  the  fair  value  of  the
31    shares,  and  shall  be entitled to judgment against the bank
32    for the amount of the fair value as of the day prior  to  the
33    date  on  which  the  vote  was  taken  approving the charter
34    amendment with interest thereon to the date of the  judgment.
 
HB2538 Enrolled             -49-               LRB9201093JScs
 1    The practice, procedure and judgment shall be governed by the
 2    Civil Practice Law.   The judgment shall be payable only upon
 3    and  simultaneously  with  the  surrender  to the bank of the
 4    certificate or certificates representing  the  shares.   Upon
 5    payment  of  the  judgment,  the  objecting stockholder shall
 6    cease to have any interest in the shares or  the  bank.   The
 7    shares  may  be held and disposed of by the bank.  Unless the
 8    objecting stockholder shall file such  complaint  within  the
 9    time herein limited, the stockholder and all persons claiming
10    under  the stockholder shall be conclusively presumed to have
11    approved and ratified the charter  amendment,  and  shall  be
12    bound  by  the  terms  thereof.    The  right of an objecting
13    stockholder to be paid the fair value  of  the  stockholder's
14    shares  of  stock  as herein provided shall cease if and when
15    the bank shall abandon the charter amendment.
16        (c)  The  purchase  and  holding  and  later  resale   of
17    treasury  stock of a state bank pursuant to the provisions of
18    subsection (6) of Section 14 may be  accomplished  without  a
19    change  in its charter reflecting any decrease or increase in
20    capital stock.
21    (Source: P.A. 90-160,  eff.  7-23-97;  90-301,  eff.  8-1-97;
22    90-655, eff. 7-30-98; 91-322, eff. 1-1-00.)

23        (205 ILCS 5/18) (from Ch. 17, par. 325)
24        Sec. 18.  Change in control.
25        (a)  Before  a  change  may  occur  in  the  ownership of
26    outstanding stock of any State  bank,  whether  by  sale  and
27    purchase,  gift,  bequest or inheritance, or any other means,
28    including the acquisition of stock of the State bank  by  any
29    bank  holding  company,   which  will  result in control or a
30    change in the control of the bank or before a change  in  the
31    control   of   a   holding  company  having  control  of  the
32    outstanding stock  of  a  State  bank  whether  by  sale  and
33    purchase,  gift,  bequest or inheritance, or any other means,
 
HB2538 Enrolled             -50-               LRB9201093JScs
 1    including the acquisition of stock of such holding company by
 2    any other bank holding company, which will result in  control
 3    or  a  change  in  control of the bank or holding company, or
 4    before  a  transfer  of  substantially  all  the  assets   or
 5    liabilities  of  the State bank, the Commissioner shall be of
 6    the opinion and find:
 7             (1)  that the  general  character  of  its  proposed
 8        management   or   of  the  person  desiring  to  purchase
 9        substantially all the assets or to  assume  substantially
10        all  the  liabilities of the State bank, after the change
11        in control, is such as to assure  reasonable  promise  of
12        successful, safe and sound operation;
13             (1.1)  that   depositors'   interests  will  not  be
14        jeopardized  by  the  purchase  or  assumption  and  that
15        adequate provision has been made for all  liabilities  as
16        required  for a voluntary liquidation under Section 68 of
17        this Act;
18             (2)  that  the  future  earnings  prospects  of  the
19        person desiring to purchase substantially all  assets  or
20        to  assume substantially all the liabilities of the State
21        bank,  after  the  proposed  change   in   control,   are
22        favorable;
23             (3)  that  any  prior  involvement  by  the  persons
24        proposing  to  obtain  control, to purchase substantially
25        all the  assets,  or  to  assume  substantially  all  the
26        liabilities   of  the  State  bank  or  by  the  proposed
27        management   personnel   with   any    other    financial
28        institution, whether as stockholder, director, officer or
29        customer, was conducted in a safe and sound manner; and
30             (4)  that if the acquisition is being made by a bank
31        holding  company, the acquisition is authorized under the
32        Illinois Bank Holding Company Act of 1957.
33        (b)  Persons desiring to purchase control of an  existing
34    state  bank,  to purchase substantially all the assets, or to
 
HB2538 Enrolled             -51-               LRB9201093JScs
 1    assume substantially all the liabilities of  the  State  bank
 2    shall, prior to that purchase, submit to the Commissioner:
 3             (1)  a statement of financial worth;
 4             (2)  satisfactory    evidence    that    any   prior
 5        involvement by the persons and  the  proposed  management
 6        personnel  with  any other financial institution, whether
 7        as  stockholder,  director,  officer  or  customer,   was
 8        conducted in a safe and sound manner; and
 9             (3)  such   other   relevant   information   as  the
10        Commissioner may request  to  substantiate  the  findings
11        under subsection (a) of this Section.
12        A   person   who   has   submitted   information  to  the
13    Commissioner pursuant to  this  subsection  (b)  is  under  a
14    continuing  obligation until the Commissioner takes action on
15    the application to immediately supplement that information if
16    there are any material changes in the information  previously
17    furnished  or  if  there  are  any  material  changes  in any
18    circumstances that may affect the Commissioner's opinion  and
19    findings.  In addition, a person submitting information under
20    this  subsection  shall  notify  the Commissioner of the date
21    when the change in control is finally effected.
22        The Commissioner may impose such terms and conditions  on
23    the approval of the change in control application as he deems
24    necessary or appropriate.
25        If  an  applicant,  whose  application  for  a  change in
26    control has been approved pursuant to subsection (a) of  this
27    Section,  fails  to  effect  the change in control within 180
28    days after the  date  of  the  Commissioner's  approval,  the
29    Commissioner  shall revoke that approval unless a request has
30    been submitted,  in  writing,  to  the  Commissioner  for  an
31    extension and the request has been approved.
32        As  used  in  this  Section, the term "control" means the
33    ownership of such amount of stock or ability  to  direct  the
34    voting  of  such  stock  as  to  give  power  to, directly or
 
HB2538 Enrolled             -52-               LRB9201093JScs
 1    indirectly, direct or cause the direction of  the  management
 2    or  policies  of  the  bank.   A change in ownership of stock
 3    which would result in  direct  or  indirect  ownership  by  a
 4    stockholder, an affiliated group of stockholders or a holding
 5    company  of  less  than  10  percent of the outstanding stock
 6    shall not be considered a change of  control.   A  change  in
 7    ownership  of  stock which would result in direct or indirect
 8    ownership  by  a  stockholder,   an   affiliated   group   of
 9    stockholders  or  a  holding  company  of  20 percent or such
10    lesser amount which would  entitle  the  holder  by  applying
11    cumulative  voting to elect one director shall be presumed to
12    constitute a change of control for purposes of  this  Section
13    18.   If  there  is  any  doubt as to whether a change in the
14    ownership or control of the outstanding stock  is  sufficient
15    to  result in obtaining control thereof or to effect a change
16    in the control thereof, such doubt shall be resolved in favor
17    of reporting the facts to the Commissioner.
18        As used in this Section, "substantially all"  the  assets
19    or  liabilities  of  a  State  bank means that portion of the
20    assets or  liabilities  of  a  State  bank  such  that  their
21    purchase  or  transfer  will materially impair the ability of
22    the State  bank  to  continue  successful,  safe,  and  sound
23    operations  or  to continue as a going concern or would cause
24    the bank to lose its federal deposit insurance.
25        (b-1)  Any person who obtains ownership of  stock  of  an
26    existing  State  bank  or  stock  of  a  holding company that
27    controls the State bank by gift, bequest, or inheritance such
28    that ownership of the stock would constitute control  of  the
29    State  bank or holding company may obtain title and ownership
30    of the stock, but may not exercise management or  control  of
31    the  business  and  affairs  of  the  bank or vote his or her
32    shares so as to exercise management  or  control  unless  and
33    until the Commissioner approves an application for the change
34    of control as provided in subsection (b) of this Section.
 
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 1        (c)  Whenever  a  state  bank  makes  a  loan  or  loans,
 2    secured,  or to be secured, by 25% or more of the outstanding
 3    stock of a state bank, the president or other chief executive
 4    officer of the lending bank shall promptly report  such  fact
 5    to  the Commissioner upon obtaining knowledge of such loan or
 6    loans, except that no report need  be  made  in  those  cases
 7    where  the borrower has been the owner of record of the stock
 8    for a period of one year or more, or the stock is that  of  a
 9    newly organized bank prior to its opening.
10        (d)  The  reports  required by subsections (b) and (c) of
11    this Section 18, other than those relating to a  transfer  of
12    assets  or  assumption  of  liabilities,  shall  contain  the
13    following  information  to the extent that it is known by the
14    person making the report: (1) the number of shares  involved;
15    (2)  the names of the sellers (or transferors); (3) the names
16    of the purchasers (or transferees);  (4)  the  names  of  the
17    beneficial  owners  if  the  shares are registered in another
18    name: (5) the purchase price, if applicable;  (6)  the  total
19    number  of  shares owned by the sellers (or transferors), the
20    purchasers (or transferees) and the  beneficial  owners  both
21    immediately before and after the transaction; and, (7) in the
22    case  of  a loan, the name of the borrower, the amount of the
23    loan, the name of the bank issuing  the  stock  securing  the
24    loan and the number of shares securing the loan.  In addition
25    to  the  foregoing,  such  reports  shall  contain such other
26    information which is requested by the Commissioner to  inform
27    the  Commissioner  of  the  effect  of  the  transaction upon
28    control of the bank whose stock is involved.
29        (d-1)  The reports required by  subsection  (b)  of  this
30    Section  18  that relate to purchase of assets and assumption
31    of liabilities shall contain the following information to the
32    extent that it is known by the person making the report:  (1)
33    the value, amount, and description of the assets transferred;
34    (2) the amount, type, and to whom each  type  of  liabilities
 
HB2538 Enrolled             -54-               LRB9201093JScs
 1    are  owed;  (3) the names of the purchasers (or transferees);
 2    (4) the names of the beneficial owners if  the  shares  of  a
 3    purchaser  or  transferee are registered in another name; (5)
 4    the purchase price, if applicable; and, (6) in the case of  a
 5    loan obtained to effect a purchase, the name of the borrower,
 6    the  amount and terms of the loan, and the description of the
 7    assets securing the loan.   In  addition  to  the  foregoing,
 8    these  reports  shall  contain  any other information that is
 9    requested by the Commissioner to inform the  Commissioner  of
10    the effect of the transaction upon the bank from which assets
11    are purchased or liabilities are transferred.
12        (e)  Whenever  such  a  change as described in subsection
13    (a) of this Section 18 occurs, each state bank  shall  report
14    promptly  to  the  Commissioner any changes or replacement of
15    its chief executive officer or of any director  occurring  in
16    the next 12 month period, including in its report a statement
17    of   the   past   and   current   business  and  professional
18    affiliations of the new chief executive officer or directors.
19        (f)  (Blank).
20        (g) (1)  Except as otherwise expressly provided  in  this
21        subsection  (g),  the  Commissioners shall not approve an
22        application for a change in control if upon  consummation
23        of  the  change  in  control the persons applying for the
24        change  in  control,  including  any  affiliates  of  the
25        persons applying, would control 30% or more of the  total
26        amount  of  deposits  which  are located in this State at
27        insured depository institutions.  For  purposes  of  this
28        subsection    (g),    the   words   "insured   depository
29        institution" shall mean State banks, national banks,  and
30        insured   savings  associations.  For  purposes  of  this
31        subsection  (g),  the  word  "deposits"  shall  have  the
32        meaning ascribed to that word  in  Section  3(1)  of  the
33        Federal  Deposit  Insurance  Act.  For  purposes  of this
34        subsection (g), the total amount of  deposits  which  are
 
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 1        considered  to  be  located  in  this  State  at  insured
 2        depository  institutions  shall  equal  the  sum  of  all
 3        deposits  held  at the main banking premises and branches
 4        in the State of Illinois of State banks, national  banks,
 5        or  insured  savings  associations.  For purposes of this
 6        subsection (g), the  word  "affiliates"  shall  have  the
 7        meaning  ascribed  to  that  word in Section 35.2 of this
 8        Act.
 9             (2)  Notwithstanding the  provisions  of  subsection
10        (g)(1)  of  this Section, the Commissioner may approve an
11        application for a change in control for a bank that is in
12        default  or  in  danger  of  default.  Except  in   those
13        instances in which an application for a change in control
14        is for a bank that is in default or in danger of default,
15        the  Commissioner  may  not  approve  a change in control
16        which does not meet the requirements of subsection (g)(1)
17        of this Section.  The  Commissioner  may  not  waive  the
18        provisions  of subsection (g)(1) of this Section, whether
19        pursuant to Section 3(d)  of  the  federal  Bank  Holding
20        Company  Act  of  1956  or  Section  44(d) of the Federal
21        Deposit Insurance Act, except as  expressly  provided  in
22        this subsection (g)(2).
23        (h)  As  used  in  this Section, the term "control" means
24    the  ownership  of such amount of stock or ability to  direct
25    the  voting of such stock as to, directly or indirectly, give
26    power to direct or cause the direction of the  management  or
27    policies  of  the bank.  A change in ownership of  stock that
28    would  result  in  direct  or   indirect   ownership   by   a
29    stockholder,  an  affiliated  group  of  stockholders,  or  a
30    holding  company of  less  than  10% of the outstanding stock
31    shall not be considered a change in  control.   A  change  in
32    ownership  of  stock  that would result in direct or indirect
33    ownership  by  a  stockholder,   an   affiliated   group   of
34    stockholders,  or  a  holding  company  of 20% or such lesser
 
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 1    amount that would entitle  the  holder by applying cumulative
 2    voting to elect one director shall be presumed to  constitute
 3    a  change  of  control  for  purposes of this Section 18.  If
 4    there is any question as to whether a change in the ownership
 5    or control of the outstanding stock is sufficient  to  result
 6    in  obtaining   control  thereof or to effect a change in the
 7    control thereof, the question shall be resolved in  favor  of
 8    reporting the facts to the Commissioner.
 9        As  used  in this Section, "substantially all" the assets
10    or liabilities of a State bank  means  that  portion  of  the
11    assets  or  liabilities  of  a  State  bank  such  that their
12    purchase or transfer will materially impair  the  ability  of
13    the  State  bank  to  continue  successful,  safe,  and sound
14    operations or to continue as a going concern or  would  cause
15    the bank to lose its federal deposit insurance.
16        As  used  in this Section, "purchase" includes a transfer
17    by gift, bequest, inheritance, or any other means.
18    (Source: P.A. 89-567, eff. 7-26-96; 90-226, eff. 7-25-97.)

19        (205 ILCS 5/22) (from Ch. 17, par. 329)
20        Sec. 22. Merger  procedure;  resulting  State  bank.  The
21    merger  procedure  required of a State bank where there is to
22    be a resulting State bank by consolidation  or  merger  shall
23    be:
24        (1)  The  board  of  directors  of  each  merging bank or
25    insured savings association  shall,  by  a  majority  of  the
26    entire board, approve a merger agreement that shall contain:
27             (a)  The  name  of  each  merging  bank  or  insured
28        savings  association  and its location and a list of each
29        merging   bank's   or   insured   savings   association's
30        stockholders as of the date of the merger agreement;
31             (b)  With respect to the resulting bank (i) its name
32        and place of business; (ii) the amount of Tier 1 capital,
33        surplus and reserve for  operating  expenses;  (iii)  the
 
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 1        classes  and  the  number  of shares of stock and the par
 2        value  of  each  share;  (iv)  the  designation  of   the
 3        continuing  bank  and  the  charter  which  is  to be the
 4        charter  of  the  resulting  bank,  together   with   the
 5        amendments   to   the   continuing  charter  and  to  the
 6        continuing  by-laws;  and  (v)   a   detailed   financial
 7        Statement  showing  the  assets and liabilities after the
 8        proposed merger or consolidation;
 9             (c)  Provisions  stating  the  method,   terms   and
10        conditions  of carrying the merger into effect, including
11        the manner of converting the shares of the merging  banks
12        or  insured  savings association into the cash, shares of
13        stock or other securities of  any  corporation  or  other
14        property,  or any combination of the foregoing, Stated in
15        the  merger  agreement  as  to   be   received   by   the
16        stockholders  of  each  merging  bank  or insured savings
17        association;
18             (d)  A Statement that the agreement  is  subject  to
19        approval  by  the Commissioner and by the stockholders of
20        each merging bank or insured savings association and that
21        whether approved or  disapproved  the  merging  banks  or
22        insured  savings  association will pay the Commissioner's
23        expenses of examination;
24             (e)  Provisions governing the manner of disposing of
25        the shares  of  the  resulting  bank  not  taken  by  the
26        dissenting  stockholders  of the merging banks or insured
27        savings association; and
28             (f)  Such other provisions as the  Commissioner  may
29        reasonably  require to enable him to discharge his duties
30        with respect to the merger.
31        (2)  After approval by the board  of  directors  of  each
32    bank  or  insured  savings  association, the merger agreement
33    shall be submitted to the Commissioner for approval, together
34    with certified copies of the authorizing resolutions of  each
 
HB2538 Enrolled             -58-               LRB9201093JScs
 1    board  of  directors  showing  approval  by a majority of the
 2    entire board of each bank or insured savings association.
 3        (3)  After receipt by  the  Commissioner  of  the  papers
 4    specified  in  paragraph  (2), he shall approve or disapprove
 5    the merger agreement. The Commissioner shall not approve  the
 6    merger  agreement unless he shall be of the opinion and shall
 7    find:
 8             (a)  That the resulting bank meets the  requirements
 9        of  this  Act  for  the  formation  of  a new bank at the
10        proposed main banking premises of the resulting bank;
11             (b)  That the same matters exist with respect to the
12        resulting bank  which  would  have  been  required  under
13        Section  10  of  this  Act  for the organization of a new
14        bank;
15             (c)  That  the  merger  agreement  is  fair  to  all
16        persons affected; and
17             (d)  That the resulting bank will be operated  in  a
18        safe and sound manner.
19        If  the  Commissioner  disapproves  an agreement he shall
20    State his objections and give an opportunity to  the  merging
21    banks   to   amend  the  merger  agreement  to  obviate  such
22    objections.
23        (4)  The  Commissioner  may   impose   such   terms   and
24    conditions  on  the  approval  of  the merger agreement as he
25    deems necessary or appropriate.
26        (5)  If the Commissioner approves a merger agreement,  he
27    may  revoke that approval if the merger has not been approved
28    by the shareholders in accordance with Section 23 within  180
29    days  after the date of the Commissioner's approval, unless a
30    request has been submitted, in writing, to  the  Commissioner
31    for an extension and the request has been approved.
32        (6)  The  board of directors of a bank or insured savings
33    association  is  under  a  continuing  obligation  until  the
34    Commissioner takes  action  on  the  application  to  furnish
 
HB2538 Enrolled             -59-               LRB9201093JScs
 1    additional  information  if there are any material changes in
 2    circumstances after the merger agreement has  been  submitted
 3    which may affect the Commissioner's opinions and findings.
 4    (Source: P.A. 87-1226.)

 5        (205 ILCS 5/25) (from Ch. 17, par. 332)
 6        Sec.  25.  Conversion of national bank or insured savings
 7    association into State  bank.  A  national  bank  or  insured
 8    savings  association  located in this State which follows the
 9    procedure prescribed by the laws of the United States  or  of
10    the  State  of  Illinois  to convert into a State bank may be
11    granted a charter by the Commissioner. The national  bank  or
12    insured  savings  association  may  apply for such charter by
13    filing with the Commissioner:
14        (1)  A  certificate  signed  by  its  president,   or   a
15    vice-president,  or  the  cashier,  and  by a majority of the
16    entire board of directors setting forth the corporate  action
17    taken  in  compliance  with the provisions of the laws of the
18    United States or of  the  State  of  Illinois  governing  the
19    conversion  of a national bank or insured savings association
20    to a State bank;
21        (2)  The plan of  conversion  and  the  proposed  charter
22    approved by the stockholders for the operation of the bank or
23    insured savings association as a State bank;
24        (3)  The name proposed for the converting bank or insured
25    savings   association,   its  location  and  a  list  of  its
26    stockholders as of the date of the stockholders' approval  of
27    the plan of conversion;
28        (4)  The  amount  of  its  Tier  1  capital,  surplus and
29    reserve for operation expenses, the classes and the number of
30    the shares of stock and the par value of each  share,  and  a
31    detailed  statement showing the assets and liabilities of the
32    converting bank or insured savings association; and
33        (5)  A statement that the plan of conversion  is  subject
 
HB2538 Enrolled             -60-               LRB9201093JScs
 1    to the approval of the Commissioner and that whether approved
 2    or   disapproved  the  converting  bank  or  insured  savings
 3    association  will  pay   the   Commissioner's   expenses   of
 4    examination.
 5        For  purposes of this Section, a national bank or insured
 6    savings association is located in the State  where  its  main
 7    banking premises or main office is located.
 8    (Source: P.A. 89-567, eff. 7-26-96.)

 9        (205 ILCS 5/30.5)
10        Sec.  30.5.  Mid-tier  bank  holding  company merger with
11    State bank.  Upon approval by the  Commissioner,  a  mid-tier
12    bank  holding  company  having  power  so to do under the law
13    under which it is organized may  merge  into  its  subsidiary
14    State  bank as prescribed by this Act; except that the action
15    by the mid-tier bank holding company shall be  taken  in  the
16    manner  prescribed by and shall be subject to limitations and
17    requirements imposed by the law under which it is  organized.
18    The merger procedure shall be as follows:
19        (1)  The  board  of  directors of the parent bank holding
20    company shall, by  resolution,  approve  a  merger  agreement
21    which shall contain:
22             (a)  the  name  and location of the merging bank and
23        of the mid-tier bank holding company;
24             (b)  with respect to the merging bank (i) the amount
25        of Tier 1 capital, surplus,  and  reserve  for  operating
26        expenses;  (ii)  the  classes and the number of shares of
27        stock and the par value of each share; (iii)  a  detailed
28        financial  statement  showing  the assets and liabilities
29        after the proposed merger; and (iv) any amendments to the
30        charter or by-laws;
31             (c)  provisions governing the manner  of  converting
32        the  shares  of  the  merging  bank and the mid-tier bank
33        holding company into shares of the merging bank  and  the
 
HB2538 Enrolled             -61-               LRB9201093JScs
 1        manner of transferring the converted shares to the parent
 2        bank holding company;
 3             (d)  a   statement  that  the  merger  agreement  is
 4        subject to approval by the Commissioner and that  whether
 5        approved or disapproved, the parties thereto will pay the
 6        Commissioner's expenses of examination; and
 7             (e)  such  other  provisions as the Commissioner may
 8        reasonably require to enable him to discharge his  duties
 9        with respect to the merger.
10        (2)  After  approval  by  the  board  of directors of the
11    parent bank holding company, the merger  agreement  shall  be
12    submitted to the Commissioner for approval.
13        (3)  After  receipt  by  the  Commissioner  of the papers
14    specified in item (2), he shall  approve  or  disapprove  the
15    merger  agreement.   The  Commissioner  shall not approve the
16    agreement unless he shall be of the opinion  and  finds  that
17    the  same  matters  exist  in  respect of the continuing bank
18    which would have been required under Section 10 of  this  Act
19    for  the  organization  of a new bank, that the mid-tier bank
20    holding company has no known  liabilities  that  will  become
21    liabilities  of the continuing bank, and that the parent bank
22    holding company will indemnify the continuing  bank  for  any
23    known  and  unknown  contingent  liabilities  for  which  the
24    continuing bank may become liable as a result of the merger.
25    Nothing  in  this  Section  shall authorize a resulting State
26    bank to acquire, hold, or invest any asset or  to  assume  or
27    incur  any  liability  that  does  not  conform  to the legal
28    requirements  for  assets  acquired,  held,  or  invested  or
29    liabilities assumed or incurred by State banks, or to  engage
30    in  any  activity  in which a State bank is not authorized to
31    engage as  part  of  a  general  banking  business.   If  the
32    Commissioner disapproves the merger agreement, he shall state
33    his  objections  in  writing  and  give an opportunity to the
34    merging bank and mid-tier bank holding company to obviate the
 
HB2538 Enrolled             -62-               LRB9201093JScs
 1    objections.
 2        (4)  To be effective, if approved by the Commissioner,  a
 3    copy  of the merger agreement executed by the duly authorized
 4    president of the mid-tier bank holding company and  president
 5    of  the  merging  State  bank,  together  with  copies of the
 6    resolution of the board  of  directors  of  the  parent  bank
 7    holding company, approving the merger agreement, certified by
 8    the parent bank holding company's president or vice-president
 9    and  attested  by  the  secretary,  must  be  filed  with the
10    Commissioner.  The merger  shall,  unless  a  later  date  is
11    specified   in  the  agreement,  become  effective  when  the
12    Commissioner  has  approved  the  agreement  and   issued   a
13    certificate  of  merger  to  the continuing bank, which shall
14    specify the name of the mid-tier bank  holding  company,  the
15    name  of  the  continuing  bank,  and  the  amendments to the
16    charter of the continuing bank provided  for  by  the  merger
17    agreement.   The charter of the mid-tier bank holding company
18    shall thereupon automatically  terminate.   Such  certificate
19    shall  be  conclusive  evidence  of  the  merger  and  of the
20    correctness of all proceedings therefor  in  all  courts  and
21    places  including  the  office of the Secretary of State, and
22    the certificate shall be recorded.
23    (Source: P.A. 89-364, eff. 8-18-95.)

24        (205 ILCS 5/31) (from Ch. 17, par. 338)
25        Sec. 31. Emergency sale of assets, change in control,  or
26    merger.
27        (a)  With the prior written approval of the Commissioner,
28    any  State  bank  in  danger  of  default  may,  by vote of a
29    majority of its board of directors, and without a vote of its
30    shareholders,  and  any  State  bank  in  default   may,   by
31    appropriate  action  of  its  receiver  or  conservator,  and
32    without  a  vote of its shareholders, sell all or any part of
33    its assets to another State bank  that  is  not  an  eligible
 
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 1    depository  institution,  to  a  national bank that is not an
 2    eligible  depository  institution,  to  an  insured   savings
 3    association  that  is not an eligible depository institution,
 4    to the Federal Deposit Insurance Corporation, or to  any  one
 5    or  more  of  them, provided that a State bank that is not an
 6    eligible depository institution, a national bank that is  not
 7    an   eligible  depository  institution,  an  insured  savings
 8    association that is not an eligible  depository  institution,
 9    the Federal Deposit Insurance Corporation, or any one or more
10    of  them  assumes  in  writing  all of the liabilities of the
11    selling  bank  as  shown  by  its  records,  other  than  the
12    liabilities of the selling bank to its shareholders as such.
13        (b)  If the Commissioner has made  one  or  more  of  the
14    findings  provided  in  Section  51,  and the finding that an
15    emergency exists as  provided  in  Section  52,  and  if,  in
16    addition, the Commissioner gives his approval in writing, any
17    State  bank  may,  by  vote  of  a  majority  of its board of
18    directors and without a vote of its shareholders, merge  with
19    another  State  bank  that  is  not  an  eligible  depository
20    institution,   a  national  bank  that  is  not  an  eligible
21    depository institution, or  an  insured  savings  association
22    located  in  Illinois  that  is  not  an  eligible depository
23    institution, and after May 31,  1997,  an  out-of-state  bank
24    that  is  not  an  eligible depository institution, with such
25    other  State  bank,  out-of-state  bank,  national  bank,  or
26    insured savings association being the resulting or continuing
27    bank or resulting  insured  savings  association  in  such  a
28    merger.
29        (c)  With the prior written approval of the Commissioner,
30    any  State bank may either purchase, assume, or both purchase
31    and assume all or any part of the assets or  liabilities,  or
32    act  as  paying agent for the payment of deposit insurance to
33    the depositors of an eligible depository institution.
34        (d)  With the prior written approval of the Commissioner,
 
HB2538 Enrolled             -64-               LRB9201093JScs
 1    a State bank may, by vote of  a  majority  of  its  board  of
 2    directors  and without a vote of its shareholders, merge with
 3    an insured savings association, national bank, or  after  May
 4    31,  1997,  out-of-state  bank,  in  default  or in danger of
 5    default, provided such State bank results from  such  merger,
 6    and  provided  further that such resulting bank shall conform
 7    all assets acquired or liabilities incurred as  a  result  of
 8    such  merger  to  the  legal  requirements  for  such  assets
 9    acquired, held or invested or liabilities assumed or incurred
10    by  State  banks,  and that such resulting or continuing bank
11    shall conform all of its activities to  those  activities  in
12    which  a  State  bank  is  authorized  to engage as part of a
13    general banking business.
14        (d-5)  If the Commissioner has made one or  more  of  the
15    findings  provided  in  Section  51  or  the  finding that an
16    emergency exists as  provided  in  Section  52,  and  if,  in
17    addition,  the  Commissioner gives his approval in writing, a
18    change in the ownership of outstanding  stock  of  any  State
19    bank, including the acquisition of stock of the State bank by
20    any  bank  holding  company,  may  occur  that will result in
21    control or a change in the control of the  State  bank  or  a
22    change  in the control of a holding company having control of
23    the  outstanding  stock  of  a  State  bank,  including   the
24    acquisition  of  stock  of  such holding company by any other
25    bank holding company, which  will  result  in  control  or  a
26    change in control of the bank or holding company.
27        (e)  Nothing in this Section shall authorize a State bank
28    to  acquire,  hold, or invest any asset or to assume or incur
29    any liability that does not conform to the legal requirements
30    for assets acquired, held, or invested or liabilities assumed
31    or incurred by State banks, or to engage in any  activity  in
32    which  a  State bank is not authorized to engage as part of a
33    general banking business.
34        (f)  Nothing in  this  Section  shall  authorize  a  bank
 
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 1    holding  company to own or control, directly or indirectly, a
 2    State bank  or  a  national  bank  having  its  main  banking
 3    premises  in  Illinois  unless  such  ownership or control is
 4    expressly authorized under the  provisions  of  the  Illinois
 5    Bank Holding Company Act of 1957.
 6    (Source: P.A. 88-4; 89-208, eff. 9-29-95.)

 7        (205 ILCS 5/33) (from Ch. 17, par. 341)
 8        Sec.  33.  Marketable  investment  securities  limit. Any
 9    State bank  may  purchase  for  its  own  account  marketable
10    investment  securities  without regard to any other liability
11    to the bank of the issuer, maker, obligor,  or  guarantor  of
12    any marketable investment securities, but the total amount of
13    the marketable investment securities of any one issuer, maker
14    or  obligor  held  by  the bank or for its account at any one
15    time shall not exceed  20%  of  its  unimpaired  capital  and
16    unimpaired   surplus.  As  used  in  this  Section  the  term
17    "marketable   investment   securities"    means    marketable
18    obligations evidencing indebtedness of any person in the form
19    of  bonds,  notes, or debentures commonly known as investment
20    securities;  obligations  identified   by   certificates   of
21    participation  in investments the bank could have invested in
22    directly; and includes certificates of participation in  open
23    end  investment  companies registered with the Securities and
24    Exchange Commission pursuant to the Investment Company Act of
25    1940 and Securities Act  of  1933  commonly  referred  to  as
26    mutual  or  money  market  funds,  provided the portfolios of
27    those investment companies consist of investments that a bank
28    could invest in directly.  Marketable  investment  securities
29    shall  be  rated  in  the top 4 rating categories by national
30    rating services and designated as "investment grade" or "bank
31    quality investments" securities. The  rating  restriction  on
32    marketable investment securities does not apply to securities
33    that are issued by a public agency as defined in Section 1 of
 
HB2538 Enrolled             -66-               LRB9201093JScs
 1    the Public Funds Investment Act.
 2    (Source: P.A. 88-546; 89-364, eff. 8-18-95.)

 3        (205 ILCS 5/37) (from Ch. 17, par. 347)
 4        Sec.  37. Loans to officers and loans on and purchases of
 5    bank's own stock.
 6        (1)  No state bank shall make any loan  or  extension  of
 7    credit  in  excess  of  the  limits,  as  determined  by  the
 8    Commissioner,  at  any  one  time  outstanding  each  to  its
 9    president,  or  to any of its vice presidents or its salaried
10    officers or employees or  directors  or  to  corporations  or
11    firms,  controlled by them, or in the management of which any
12    of them are actively engaged, unless such loan  or  extension
13    of  credit  shall  have  been first approved, by the board of
14    directors.  The Commissioner shall prescribe such  limits  by
15    rules.
16        (2)  It  shall not be lawful for a state bank to make any
17    loan or discount on the security of the  shares  of  its  own
18    capital  stock  or  preferred stock or on the security of its
19    own  debentures  or  evidences  of  debt  which  are   either
20    convertible  into  capital stock or are junior or subordinate
21    in right of payment to deposit or other  liabilities  of  the
22    bank.
23        (3)(a)  For purposes of this Section, "control" means (i)
24    ownership,  control,  or  power  to  vote  25% or more of the
25    outstanding shares of any class of  voting  security  of  the
26    corporation  or  firm,  directly  or  indirectly,  or  acting
27    through  or  in  concert with one or more other persons; (ii)
28    control in any manner over the election of a majority of  the
29    directors  of  the corporation or firm; or (iii) the power to
30    exercise a  controlling  influence  over  the  management  or
31    policies  of the corporation or firm, directly or indirectly,
32    or acting through or in concert with one or more persons.
33        (3)(b)  A person does not have the power  to  exercise  a
 
HB2538 Enrolled             -67-               LRB9201093JScs
 1    controlling  influence  over  the management or policies of a
 2    corporation or firm solely by virtue of the person's position
 3    as an officer or director of the corporation or firm.
 4        (3)(c)  A person is presumed to have  control,  including
 5    the  power  to  exercise  a  controlling  influence  over the
 6    management or policies, of a corporation or firm if:
 7             (i)  the person:
 8                  (A)  is  an  executive  officer,  director,  or
 9             individual  exercising  similar  functions  of   the
10             corporation or firm; and
11                  (B)  directly  or indirectly owns, controls, or
12             has the power to vote more than 10% of any class  of
13             voting securities of the corporation or firm; or
14             (ii)(A)  the  person  directly  or  indirectly owns,
15        controls, or has the power to vote more than 10%  of  any
16        class  of  voting  securities of the corporation or firm;
17        and
18                  (B)  no other  person  directly  or  indirectly
19             owns,  controls,  or has the power to vote a greater
20             percentage of that class of voting securities.
21        (3)(d)  A person  may  rebut  a  presumption  established
22    under  subdivision  (3)(c)  of  this  Section  by  submitting
23    written  materials  that,  in  the  Commissioner's  judgment,
24    demonstrate an absence of control.
25    (Source: P.A. 86-754.)

26        (205 ILCS 5/47) (from Ch. 17, par. 358)
27        Sec. 47.  Reports to Commissioner.
28        (a)  All  State  banks  shall  make  a  full and accurate
29    statement of their  affairs  at  least  1  time  during  each
30    calendar  quarter  which shall be certified to, under oath by
31    the president, a vice-president or the cashier of such  bank.
32    If  the  statement  is  submitted  in  electronic  form,  the
33    Commissioner  may,  in  the  call for the report, specify the
 
HB2538 Enrolled             -68-               LRB9201093JScs
 1    manner in which the appropriate officer  of  the  bank  shall
 2    certify  the  statement  of  affairs.  The statement shall be
 3    according  to  the  form  which  may  be  prescribed  by  the
 4    Commissioner  and  shall  exhibit   in   detail   information
 5    concerning  such bank at the close of business of any day the
 6    Commissioner may choose and designate  in  a  call  for  such
 7    report.   Each  bank shall deliver its quarterly statement to
 8    the location specified by the Commissioner within 30 calendar
 9    days of the date of  the  call  for  such  reports.   If  the
10    quarterly  statement  is mailed, it must be postmarked within
11    the period prescribed for  delivery,  and  if  the  quarterly
12    statement  is  delivered  in  electronic form, the bank shall
13    generate and retain satisfactory proof that it has caused the
14    report to be  delivered  within  the  period  prescribed  for
15    delivery.  Within  60  calendar days after the Commissioner's
16    call for the fourth calendar quarter statement of affairs,  a
17    State  bank  shall  publish  an  annual  disclosure statement
18    setting  forth  the  information  required  by  rule  of  the
19    Commissioner.  The disclosure  statement  shall  contain  the
20    required  information  as  of  the  close of the business day
21    designated  by  the  Commissioner  for  the  fourth   quarter
22    statement  of  affairs.  Any bank failing to make and deliver
23    such statement or to  comply  with  any  provisions  of  this
24    Section   may   be  subject  to  a  penalty  payable  to  the
25    Commissioner of $100 for each day of noncompliance.
26        (b)  In addition to the foregoing reports, any bank which
27    is the victim of a shortage of funds in excess of $10,000, an
28    apparent misapplication of the bank's funds  by  an  officer,
29    employee  or  director,  or  any  adverse  legal action in an
30    amount in excess of  10%  of  total  unimpaired  capital  and
31    unimpaired surplus of the bank, including but not limited to,
32    the  entry of an adverse money judgment against the bank or a
33    write-off  of  assets  of  the  bank,   shall   report   that
34    information  in  writing to the Commissioner within 7 days of
 
HB2538 Enrolled             -69-               LRB9201093JScs
 1    the occurrence. Compliance with the time frames prescribed by
 2    the United States Department of Treasury's  Financial  Crimes
 3    Enforcement  Network  shall  be  deemed  compliance with this
 4    Section. Neither the bank, its directors, officers, employees
 5    or its agents, in the preparation or filing  of  the  reports
 6    required  by subsection (b) of this Section, shall be subject
 7    to  any  liability  for  libel,  slander,  or  other  charges
 8    resulting from information supplied in such  reports,  except
 9    when  the  supplying of such information is done in a corrupt
10    or malicious manner or otherwise not in good faith.
11    (Source: P.A. 89-505, eff.  6-28-96;  89-567,  eff.  7-26-96;
12    90-14, eff. 7-1-97.)

13        (205 ILCS 5/48) (from Ch. 17, par. 359)
14        Sec. 48. Commissioner's powers; duties.  The Commissioner
15    shall  have the powers and authority, and is charged with the
16    duties and responsibilities designated in  this  Act,  and  a
17    State bank shall not be subject to any other visitorial power
18    other  than as authorized by this Act, except those vested in
19    the courts, or upon prior consultation with the Commissioner,
20    a foreign bank  regulator  with  an  appropriate  supervisory
21    interest  in the parent or affiliate of a state bank.  In the
22    performance of the Commissioner's duties:
23        (1)  The Commissioner shall call for statements from  all
24    State  banks  as  provided  in  Section  47 at least one time
25    during each calendar quarter.
26        (2) (a)  The Commissioner, as often as  the  Commissioner
27    shall  deem  necessary or proper, and no less frequently than
28    18 months following the preceding examination, shall  appoint
29    a  suitable  person  or persons to make an examination of the
30    affairs of every State bank, except that for  every  eligible
31    State  bank,  as  defined  by regulation, the Commissioner in
32    lieu of the examination may accept on  an  alternating  basis
33    the examination made by the eligible State bank's appropriate
 
HB2538 Enrolled             -70-               LRB9201093JScs
 1    federal banking agency pursuant to Section 111 of the Federal
 2    Deposit   Insurance  Corporation  Improvement  Act  of  1991,
 3    provided the appropriate federal banking agency has made such
 4    an examination.   A  person  so  appointed  shall  not  be  a
 5    stockholder  or  officer  or  employee of any bank which that
 6    person may be directed to examine, and shall have  powers  to
 7    make  a thorough examination into all the affairs of the bank
 8    and in so doing to examine any of the officers or  agents  or
 9    employees  thereof on oath and shall make a full and detailed
10    report of the condition of the bank to the Commissioner.   In
11    making   the  examination  the  examiners  shall  include  an
12    examination of the affairs of all the affiliates of the bank,
13    as defined in subsection (b) of Section 35.2 of this Act,  or
14    subsidiaries  of  the  bank as shall be necessary to disclose
15    fully the conditions of the subsidiaries or  affiliates,  the
16    relations between the bank and the subsidiaries or affiliates
17    and  the  effect  of  those relations upon the affairs of the
18    bank, and in connection therewith shall have power to examine
19    any of the officers, directors, agents, or employees  of  the
20    subsidiaries  or affiliates on oath.  After May 31, 1997, the
21    Commissioner may enter into cooperative agreements with state
22    regulatory  authorities  of  other  states  to  provide   for
23    examination  of  State bank branches in those states, and the
24    Commissioner may accept reports of examinations of State bank
25    branches from those  state  regulatory  authorities.    These
26    cooperative  agreements may set forth the manner in which the
27    other state regulatory authorities  may  be  compensated  for
28    examinations prepared for and submitted to the Commissioner.
29        (b)  After  May  31, 1997, the Commissioner is authorized
30    to examine, as often as the Commissioner shall deem necessary
31    or proper, branches of out-of-state banks.  The  Commissioner
32    may  establish  and  may  assess  fees  to  be  paid  to  the
33    Commissioner for examinations under this subsection (b).  The
34    fees shall be borne by the out-of-state bank, unless the fees
 
HB2538 Enrolled             -71-               LRB9201093JScs
 1    are  borne  by  the state regulatory authority that chartered
 2    the  out-of-state  bank,  as  determined  by  a   cooperative
 3    agreement  between  the Commissioner and the state regulatory
 4    authority that chartered the out-of-state bank.
 5        (2.5)  Whenever  any  State  bank,  any   subsidiary   or
 6    affiliate  of a State bank, or after May 31, 1997, any branch
 7    of an out-of-state bank causes to be performed,  by  contract
 8    or otherwise, any bank services for itself, whether on or off
 9    its premises:
10             (a)  that    performance   shall   be   subject   to
11        examination by the Commissioner to the same extent as  if
12        services  were  being performed by the bank or, after May
13        31, 1997, branch of the out-of-state bank itself  on  its
14        own premises; and
15             (b)  the  bank or, after May 31, 1997, branch of the
16        out-of-state bank shall notify the  Commissioner  of  the
17        existence  of  a  service relationship.  The notification
18        shall be submitted with the first statement of  condition
19        (as  required  by  Section  47 of this Act) due after the
20        making of the service contract or the performance of  the
21        service,  whichever occurs first.  The Commissioner shall
22        be notified of  each  subsequent  contract  in  the  same
23        manner.
24        For  purposes  of  this  subsection (2.5), the term "bank
25    services" means services  such  as  sorting  and  posting  of
26    checks  and deposits, computation and posting of interest and
27    other credits and charges, preparation and mailing of checks,
28    statements,  notices,  and  similar  items,  or   any   other
29    clerical,  bookkeeping,  accounting,  statistical, or similar
30    functions performed for  a  State  bank,  including  but  not
31    limited  to  electronic data processing related to those bank
32    services.
33        (3)  The expense of administering this Act, including the
34    expense of the examinations of State  banks  as  provided  in
 
HB2538 Enrolled             -72-               LRB9201093JScs
 1    this  Act,  shall to the extent of the amounts resulting from
 2    the fees provided for in paragraphs (a), (a-2),  and  (b)  of
 3    this  subsection  (3)  be  assessed  against and borne by the
 4    State banks:
 5             (a)  Each bank shall pay to the Commissioner a  Call
 6        Report  Fee which shall be paid in quarterly installments
 7        equal to one-fourth of the sum of the annual fixed fee of
 8        $800, plus a variable fee based on the  assets  shown  on
 9        the  quarterly  statement  of  condition delivered to the
10        Commissioner  in  accordance  with  Section  47  for  the
11        preceding quarter according to  the  following  schedule:
12        16¢  per  $1,000 of the first $5,000,000 of total assets,
13        15¢ per $1,000 of the next $20,000,000 of  total  assets,
14        13¢  per $1,000 of the next $75,000,000  of total assets,
15        9¢ per $1,000 of the next $400,000,000 of  total  assets,
16        7¢  per  $1,000 of the next $500,000,000 of total assets,
17        and  5¢  per  $1,000  of  all   assets   in   excess   of
18        $1,000,000,000,  of  the  State bank. The Call Report Fee
19        shall be calculated by the Commissioner and billed to the
20        banks  for  remittance  at  the  time  of  the  quarterly
21        statements of condition provided for in Section  47.  The
22        Commissioner  may require payment of the fees provided in
23        this Section by an electronic transfer  of  funds  or  an
24        automatic debit of an account of each of the State banks.
25        In  case  more than one examination of any bank is deemed
26        by the Commissioner to be necessary  in  any  examination
27        frequency  cycle  specified  in  subsection  2(a) of this
28        Section,  and  is  performed  at   his   direction,   the
29        Commissioner  may  assess  a reasonable additional fee to
30        recover the cost of the additional examination; provided,
31        however, that an examination conducted at the request  of
32        the  State  Treasurer pursuant to the Uniform Disposition
33        of Unclaimed Property Act shall not be deemed  to  be  an
34        additional examination under this Section. In lieu of the
 
HB2538 Enrolled             -73-               LRB9201093JScs
 1        method  and  amounts  set forth in this paragraph (a) for
 2        the calculation of the Call Report Fee, the  Commissioner
 3        may specify by rule that the Call Report Fees provided by
 4        this  Section  may be assessed semiannually or some other
 5        period and may provide in the rule the formula to be used
 6        for calculating and assessing the  periodic  Call  Report
 7        Fees to be paid by State banks.
 8             (a-1)  If  in  the  opinion  of  the Commissioner an
 9        emergency exists or appears likely, the Commissioner  may
10        assign an examiner or examiners to monitor the affairs of
11        a   State   bank   with   whatever   frequency  he  deems
12        appropriate, including but not limited to a daily  basis.
13        The reasonable and necessary expenses of the Commissioner
14        during the period of the monitoring shall be borne by the
15        subject  bank.   The Commissioner shall furnish the State
16        bank a statement of time and expenses if requested to  do
17        so  within  30  days  of the conclusion of the monitoring
18        period.
19             (a-2)  On and after January 1, 1990, the  reasonable
20        and   necessary   expenses  of  the  Commissioner  during
21        examination  of  the  performance  of   electronic   data
22        processing services under subsection (2.5) shall be borne
23        by  the  banks  for  which the services are provided.  An
24        amount, based upon a  fee  structure  prescribed  by  the
25        Commissioner,  shall  be  paid by the banks or, after May
26        31, 1997, branches of out-of-state  banks  receiving  the
27        electronic  data  processing services along with the Call
28        Report  Fee  assessed  under  paragraph   (a)   of   this
29        subsection (3).
30             (a-3)  After   May  31,  1997,  the  reasonable  and
31        necessary expenses of the Commissioner during examination
32        of the performance of electronic data processing services
33        under subsection (2.5) at or on  behalf  of  branches  of
34        out-of-state  banks  shall  be  borne by the out-of-state
 
HB2538 Enrolled             -74-               LRB9201093JScs
 1        banks, unless those  expenses  are  borne  by  the  state
 2        regulatory  authorities  that  chartered the out-of-state
 3        banks, as determined by  cooperative  agreements  between
 4        the  Commissioner  and  the  state regulatory authorities
 5        that chartered the out-of-state banks.
 6             (b)  "Fiscal year" for purposes of this  Section  48
 7        is  defined  as a period beginning July 1 of any year and
 8        ending June 30 of the next year. The  Commissioner  shall
 9        receive  for each fiscal year, commencing with the fiscal
10        year ending June 30, 1987, a contingent fee equal to  the
11        lesser  of  the  aggregate  of the fees paid by all State
12        banks under paragraph (a)  of  subsection  (3)  for  that
13        year, or the amount, if any, whereby the aggregate of the
14        administration expenses, as defined in paragraph (c), for
15        that  fiscal year exceeds the sum of the aggregate of the
16        fees payable by all  State  banks  for  that  year  under
17        paragraph   (a)  of  subsection  (3),  plus  any  amounts
18        transferred into the Bank and Trust Company Fund from the
19        State Pensions Fund for that year, 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
 
HB2538 Enrolled             -75-               LRB9201093JScs
 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
 
HB2538 Enrolled             -76-               LRB9201093JScs
 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
 
HB2538 Enrolled             -77-               LRB9201093JScs
 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.
 
HB2538 Enrolled             -78-               LRB9201093JScs
 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             (a-5)  To  impose  conditions on any approval issued
 
HB2538 Enrolled             -79-               LRB9201093JScs
 1        by the Commissioner if he determines that the  conditions
 2        are  necessary or appropriate.  These conditions shall be
 3        imposed in writing and shall continue in effect  for  the
 4        period prescribed by the Commissioner.
 5             (b)  To  issue  orders  against  any  person, if the
 6        Commissioner has reasonable  cause  to  believe  that  an
 7        unsafe  or  unsound  banking  practice  has  occurred, is
 8        occurring, or is  about  to  occur,  if  any  person  has
 9        violated,  is  violating, or is about to violate any law,
10        rule, or written agreement with the Commissioner, or  for
11        the  purpose of administering the provisions of this Act,
12        and any rule promulgated in accordance with this Act.
13             (b-1)  To  enter  into  agreements   with   a   bank
14        establishing  a  program  to correct the condition of the
15        bank or its practices.
16             (c)  To appoint hearing officers to execute  any  of
17        the powers granted to the Commissioner under this Section
18        for  the  purpose  of administering this Act and any rule
19        promulgated in accordance with this Act and otherwise  to
20        authorize,  in  writing,  an  officer  or employee of the
21        Office of Banks and Real Estate to  exercise  his  powers
22        under this Act.
23             (d)  To   subpoena   witnesses,   to   compel  their
24        attendance, to administer an oath, to examine any  person
25        under oath, and to require the production of any relevant
26        books,  papers,  accounts, and documents in the course of
27        and pursuant to any investigation being conducted, or any
28        action being taken, by the Commissioner in respect of any
29        matter relating to the duties imposed upon, or the powers
30        vested in, the Commissioner under the provisions of  this
31        Act or any rule promulgated in accordance with this Act.
32             (e)  To conduct hearings.
33        (7)  Whenever,  in  the  opinion of the Commissioner, any
34    director, officer, employee, or agent of a State bank or  any
 
HB2538 Enrolled             -80-               LRB9201093JScs
 1    subsidiary  or bank holding company of the bank or, after May
 2    31, 1997, of any  branch  of  an  out-of-state  bank  or  any
 3    subsidiary  or  bank  holding  company of the bank shall have
 4    violated any law, rule, or order relating to that bank or any
 5    subsidiary or bank holding company of the  bank,  shall  have
 6    obstructed or impeded any examination or investigation by the
 7    Commissioner,  or  shall have engaged in an unsafe or unsound
 8    practice in conducting the  business  of  that  bank  or  any
 9    subsidiary or bank holding company of the bank, or shall have
10    violated  any law or engaged or participated in any unsafe or
11    unsound practice in connection with any financial institution
12    or other business entity such that the character and  fitness
13    of  the director, officer, employee, or agent does not assure
14    reasonable promise of safe and sound operation of  the  State
15    bank,  the Commissioner may issue an order of removal. If, in
16    the  opinion  of  the  Commissioner,  any  former   director,
17    officer, employee, or agent of a State bank or any subsidiary
18    or bank holding company of the bank, prior to the termination
19    of  his  or  her  service with that bank or any subsidiary or
20    bank holding company of the bank, violated any law, rule,  or
21    order  relating  to that State bank or any subsidiary or bank
22    holding company  of  the  bank,  obstructed  or  impeded  any
23    examination  or investigation by the Commissioner, or engaged
24    in an unsafe or unsound practice in conducting  the  business
25    of that bank or any subsidiary or bank holding company of the
26    bank,  or  violated any law or engaged or participated in any
27    unsafe or unsound practice in connection with  any  financial
28    institution  or other business entity such that the character
29    and fitness of the  director,  officer,  employee,  or  agent
30    would  not  have assured reasonable promise of safe and sound
31    operation of the State bank, the Commissioner  may  issue  an
32    order  prohibiting  that  person  from further service with a
33    bank or any subsidiary or bank holding company of the bank as
34    a director, officer, employee, or  agent.   An  order  issued
 
HB2538 Enrolled             -81-               LRB9201093JScs
 1    pursuant   to  this  subsection  shall  be  served  upon  the
 2    director, officer, employee, or agent. A copy  of  the  order
 3    shall  be  sent  to  each  director  of  the bank affected by
 4    registered mail.  The  person  affected  by  the  action  may
 5    request  a  hearing  before the State Banking Board within 10
 6    days after receipt of the  order  of  removal.   The  hearing
 7    shall  be  held by the Board within 30 days after the request
 8    has been received by  the  Board.  The  Board  shall  make  a
 9    determination approving, modifying, or disapproving the order
10    of  the Commissioner as its final administrative decision. If
11    a hearing is held by the Board,  the  Board  shall  make  its
12    determination  within  60  days  from  the  conclusion of the
13    hearing. Any person affected by a decision of the Board under
14    this subsection (7) of Section 48 of this Act  may  have  the
15    decision  reviewed  only  under  and  in  accordance with the
16    Administrative Review Law  and  the  rules  adopted  pursuant
17    thereto.  A  copy  of the order shall also be served upon the
18    bank of which he is a director, officer, employee, or  agent,
19    whereupon he shall cease to be a director, officer, employee,
20    or  agent  of  that  bank.   The Commissioner may institute a
21    civil action against the director, officer, or agent  of  the
22    State  bank  or,  after  May  31,  1997, of the branch of the
23    out-of-state bank against whom any order provided for by this
24    subsection (7) of  this  Section  48  has  been  issued,  and
25    against  the  State bank or, after May 31, 1997, out-of-state
26    bank, to enforce compliance with or to enjoin  any  violation
27    of  the  terms  of  the  order.  Any  person who has been the
28    subject of an order of removal or  an  order  of  prohibition
29    issued  by  the Commissioner under this subsection or Section
30    5-6 of the Corporate Fiduciary Act may not  thereafter  serve
31    as director, officer, employee, or agent of any State bank or
32    of  any  branch of any out-of-state bank, or of any corporate
33    fiduciary, as defined in  Section  1-5.05  of  the  Corporate
34    Fiduciary  Act,  or  of  any  other entity that is subject to
 
HB2538 Enrolled             -82-               LRB9201093JScs
 1    licensure or regulation by the Commissioner or the Office  of
 2    Banks  and  Real  Estate  unless the Commissioner has granted
 3    prior approval in writing.
 4        For  purposes  of  this  paragraph  (7),  "bank   holding
 5    company"  has  the  meaning  prescribed  in  Section 2 of the
 6    Illinois Bank Holding Company Act of 1957.
 7        (8)  The Commissioner may impose civil penalties of up to
 8    $10,000  against  any  person  for  each  violation  of   any
 9    provision  of  this  Act,  any rule promulgated in accordance
10    with this Act,  any order of the Commissioner, or  any  other
11    action which in the Commissioner's discretion is an unsafe or
12    unsound banking practice.
13        (9)  The Commissioner may impose civil penalties of up to
14    $100  against any person for the first failure to comply with
15    reporting requirements set forth in the report of examination
16    of the bank and up to $200  for  the  second  and  subsequent
17    failures to comply with those reporting requirements.
18        (10)  All   final   administrative   decisions   of   the
19    Commissioner  hereunder  shall  be subject to judicial review
20    pursuant to the provisions of the Administrative Review  Law.
21    For  matters  involving administrative review, venue shall be
22    in either Sangamon County or Cook County.
23        (11)  The endowment fund for the Illinois Bank Examiners'
24    Education Foundation shall be administered as follows:
25             (a)  (Blank).
26             (b)  The  Foundation   is   empowered   to   receive
27        voluntary  contributions,  gifts,  grants,  bequests, and
28        donations on  behalf  of  the  Illinois  Bank  Examiners'
29        Education   Foundation  from  national  banks  and  other
30        persons for the purpose of funding the endowment  of  the
31        Illinois Bank Examiners' Education Foundation.
32             (c)  The  aggregate  of all special educational fees
33        collected by the Commissioner and  property  received  by
34        the   Commissioner   on   behalf  of  the  Illinois  Bank
 
HB2538 Enrolled             -83-               LRB9201093JScs
 1        Examiners' Education  Foundation  under  this  subsection
 2        (11)  on  or  after  June  30,  1986, shall be either (i)
 3        promptly paid after receipt of the same, accompanied by a
 4        detailed statement thereof, into the State  Treasury  and
 5        shall  be set apart in a special fund to be known as "The
 6        Illinois Bank Examiners' Education Fund" to  be  invested
 7        by  either  the Treasurer of the State of Illinois in the
 8        Public  Treasurers'  Investment  Pool  or  in  any  other
 9        investment he is authorized to make or  by  the  Illinois
10        State Board of Investment as the board of trustees of the
11        Illinois  Bank Examiners' Education Foundation may direct
12        or  (ii)  deposited  into  an  account  maintained  in  a
13        commercial bank or corporate fiduciary in the name of the
14        Illinois Bank Examiners' Education Foundation pursuant to
15        the order and direction of the Board of Trustees  of  the
16        Illinois Bank Examiners' Education Foundation.
17        (12)  (Blank).
18    (Source: P.A.   90-14,  eff.  7-1-97;  90-301,  eff.  8-1-97;
19    90-665, eff. 7-30-98; 91-16, eff. 7-1-99.)

20        (205 ILCS 5/48.1) (from Ch. 17, par. 360)
21        Sec. 48.1.  Customer financial records; confidentiality.
22        (a)  For the purpose of this Section, the term "financial
23    records" means any original, any copy, or any summary of:
24             (1)  a document granting signature authority over  a
25        deposit or account;
26             (2)  a statement, ledger card or other record on any
27        deposit  or  account,  which shows each transaction in or
28        with respect to that account;
29             (3)  a check, draft or money order drawn on  a  bank
30        or issued and payable by a bank; or
31             (4)  any    other    item   containing   information
32        pertaining  to  any  relationship  established   in   the
33        ordinary  course  of a bank's business between a bank and
 
HB2538 Enrolled             -84-               LRB9201093JScs
 1        its customer, including  financial  statements  or  other
 2        financial information provided by the customer.
 3        (b)  This Section does not prohibit:
 4             (1)  The   preparation,   examination,  handling  or
 5        maintenance of any  financial  records  by  any  officer,
 6        employee  or  agent  of  a  bank  having  custody  of the
 7        records, or the examination of the records by a certified
 8        public accountant engaged  by  the  bank  to  perform  an
 9        independent audit.
10             (2)  The examination of any financial records by, or
11        the  furnishing  of  financial  records by a bank to, any
12        officer, employee or agent of  (i)  the  Commissioner  of
13        Banks  and  Real Estate, (ii) after May 31, 1997, a state
14        regulatory authority authorized to examine a branch of  a
15        State   bank   located   in   another  state,  (iii)  the
16        Comptroller of the Currency,  (iv)  the  Federal  Reserve
17        Board,  or  (v) the Federal Deposit Insurance Corporation
18        for use solely in  the  exercise  of  his  duties  as  an
19        officer, employee, or agent.
20             (3)  The   publication   of   data   furnished  from
21        financial records relating to customers  where  the  data
22        cannot  be  identified  to  any  particular  customer  or
23        account.
24             (4)  The making of reports or returns required under
25        Chapter 61 of the Internal Revenue Code of 1986.
26             (5)  Furnishing  information concerning the dishonor
27        of any negotiable instrument permitted  to  be  disclosed
28        under the Uniform Commercial Code.
29             (6)  The  exchange in the regular course of business
30        of (i) credit information between a bank and other  banks
31        or  financial  institutions  or  commercial  enterprises,
32        directly  or  through a consumer reporting agency or (ii)
33        financial records or information derived  from  financial
34        records  between  a  bank  and  other  banks or financial
 
HB2538 Enrolled             -85-               LRB9201093JScs
 1        institutions or commercial enterprises for the purpose of
 2        conducting due diligence pursuant to a purchase  or  sale
 3        involving the bank or assets or liabilities of the bank.
 4             (7)  The    furnishing   of   information   to   the
 5        appropriate law enforcement authorities  where  the  bank
 6        reasonably believes it has been the victim of a crime.
 7             (8)  The furnishing of information under the Uniform
 8        Disposition of Unclaimed Property Act.
 9             (9)  The   furnishing   of   information  under  the
10        Illinois Income Tax  Act  and  the  Illinois  Estate  and
11        Generation-Skipping Transfer Tax Act.
12             (10)  The   furnishing   of  information  under  the
13        federal Currency and Foreign Transactions  Reporting  Act
14        Title 31, United States Code, Section 1051 et seq.
15             (11)  The  furnishing of information under any other
16        statute that by its terms or by  regulations  promulgated
17        thereunder  requires  the disclosure of financial records
18        other than by subpoena, summons, warrant, or court order.
19             (12)  The  furnishing  of  information   about   the
20        existence  of  an  account  of  a  person  to  a judgment
21        creditor of that person who has made  a  written  request
22        for that information.
23             (13)  The exchange in the regular course of business
24        of information between commonly owned banks in connection
25        with  a  transaction  authorized  under paragraph (23) of
26        Section 5 and conducted at an affiliate facility.
27             (14)  The furnishing of  information  in  accordance
28        with   the   federal  Personal  Responsibility  and  Work
29        Opportunity Reconciliation Act of 1996. Any bank governed
30        by this Act  shall  enter  into  an  agreement  for  data
31        exchanges  with  a State agency provided the State agency
32        pays to the bank a  reasonable  fee  not  to  exceed  its
33        actual  cost  incurred.   A bank providing information in
34        accordance with this item shall  not  be  liable  to  any
 
HB2538 Enrolled             -86-               LRB9201093JScs
 1        account  holder  or  other  person  for any disclosure of
 2        information  to  a  State  agency,  for  encumbering   or
 3        surrendering any assets held by the bank in response to a
 4        lien  or  order to withhold and deliver issued by a State
 5        agency, or for any other action taken  pursuant  to  this
 6        item, including individual or mechanical errors, provided
 7        the  action  does  not  constitute  gross  negligence  or
 8        willful  misconduct.  A  bank shall have no obligation to
 9        hold, encumber, or surrender assets  until  it  has  been
10        served  with  a  subpoena,  summons,  warrant,  court  or
11        administrative order, lien, or levy.
12             (15)  The exchange in the regular course of business
13        of  information  between  a  bank  and any commonly owned
14        affiliate of the bank, subject to the provisions  of  the
15        Financial Institutions Insurance Sales Law.
16             (16)  The   furnishing   of   information   to   law
17        enforcement authorities, the Illinois Department on Aging
18        and  its  regional  administrative and provider agencies,
19        the Department of  Human  Services  Office  of  Inspector
20        General, or public guardians, if the bank suspects that a
21        customer who is an elderly or disabled person has been or
22        may  become the victim of financial exploitation. For the
23        purposes of  this  item  (16),  the  term:  (i)  "elderly
24        person"  means  a  person who is 60 or more years of age,
25        (ii)  "disabled  person"  means  a  person  who  has   or
26        reasonably  appears  to  the  bank  to have a physical or
27        mental disability that impairs his or her ability to seek
28        or  obtain   protection   from   or   prevent   financial
29        exploitation,  and  (iii)  "financial exploitation" means
30        tortious or illegal use of the assets or resources of  an
31        elderly   or   disabled  person,  and  includes,  without
32        limitation, misappropriation of the elderly  or  disabled
33        person's  assets  or resources by undue influence, breach
34        of   fiduciary   relationship,    intimidation,    fraud,
 
HB2538 Enrolled             -87-               LRB9201093JScs
 1        deception,  extortion,  or the use of assets or resources
 2        in  any  manner  contrary  to  law.  A  bank  or   person
 3        furnishing  information  pursuant to this item (16) shall
 4        be entitled to the  same  rights  and  protections  as  a
 5        person  furnishing  information under the Elder Abuse and
 6        Neglect Act and the Illinois  Domestic  Violence  Act  of
 7        1986.
 8             (17)  The   disclosure   of   financial  records  or
 9        information  as  necessary  to  effect,  administer,   or
10        enforce  a  transaction  requested  or  authorized by the
11        customer, or in connection with:
12                  (A)  servicing  or   processing   a   financial
13             product  or  service  requested or authorized by the
14             customer;
15                  (B)  maintaining  or  servicing  a   customer's
16             account with the bank; or
17                  (C)  a  proposed  or  actual  securitization or
18             secondary market sale (including sales of  servicing
19             rights) related to a transaction of a customer.
20             Nothing  in  this item (17), however, authorizes the
21        sale  of  the  financial  records  or  information  of  a
22        customer without the consent of the customer.
23             (18)  The  disclosure  of   financial   records   or
24        information  as  necessary  to  protect against actual or
25        potential fraud, unauthorized  transactions,  claims,  or
26        other liability.
27        (c)  Except as otherwise provided by this Act, a bank may
28    not  disclose  to  any  person, except to the customer or his
29    duly authorized agent, any  financial  records  or  financial
30    information  obtained from financial records relating to that
31    customer of that bank unless:
32             (1)  the customer has authorized disclosure  to  the
33        person;
34             (2)  the financial records are disclosed in response
 
HB2538 Enrolled             -88-               LRB9201093JScs
 1        to  a  lawful  subpoena,  summons, warrant or court order
 2        which meets the requirements of subsection  (d)  of  this
 3        Section; or
 4             (3)  the bank is attempting to collect an obligation
 5        owed   to  the  bank  and  the  bank  complies  with  the
 6        provisions of  Section  2I  of  the  Consumer  Fraud  and
 7        Deceptive Business Practices Act.
 8        (d)  A   bank  shall  disclose  financial  records  under
 9    paragraph (2) of subsection  (c)  of  this  Section  under  a
10    lawful  subpoena, summons, warrant, or court order only after
11    the bank mails a copy of the subpoena, summons,  warrant,  or
12    court  order to the person establishing the relationship with
13    the  bank,   if   living,   and,   otherwise   his   personal
14    representative,  if known, at his last known address by first
15    class mail, postage prepaid, unless the bank is  specifically
16    prohibited  from notifying the person by order of court or by
17    applicable State or federal law.  A bank  shall  not  mail  a
18    copy  of a subpoena to any person pursuant to this subsection
19    if the  subpoena  was  issued  by  a  grand  jury  under  the
20    Statewide Grand Jury Act.
21        (e)  Any  officer or employee of a bank who knowingly and
22    willfully furnishes financial records in  violation  of  this
23    Section is guilty of a business offense and, upon conviction,
24    shall be fined not more than $1,000.
25        (f)  Any  person  who  knowingly and willfully induces or
26    attempts to induce any officer  or  employee  of  a  bank  to
27    disclose  financial  records  in violation of this Section is
28    guilty of a business offense and, upon conviction,  shall  be
29    fined not more than $1,000.
30        (g)  A  bank  shall  be  reimbursed  for  costs  that are
31    reasonably necessary and that have been directly incurred  in
32    searching  for,  reproducing,  or transporting books, papers,
33    records, or other data of a customer required or requested to
34    be produced pursuant to a lawful subpoena, summons,  warrant,
 
HB2538 Enrolled             -89-               LRB9201093JScs
 1    or  court  order.  The Commissioner shall determine the rates
 2    and conditions under which payment may be made.
 3    (Source: P.A.  90-18,  eff.  7-1-97;  90-665,  eff.  7-30-98;
 4    91-330, eff. 7-29-99; 91-929, eff. 12-15-00.)

 5        (205 ILCS 5/48.5)
 6        Sec. 48.5.  Reliance on Commissioner.
 7        (a)  The Commissioner may issue an opinion in response to
 8    a specific request from a member of the public or the banking
 9    industry or on his own initiative.  The opinion may be in the
10    form of an interpretive letter, no-objection letter, or other
11    issuance the Commissioner deems appropriate.
12        (b)  No  bank  or other person shall be liable under this
13    Act for any act done or omitted in good faith  in  conformity
14    with  any  rule,  interpretation,  or  opinion  issued by the
15    Commissioner of Banks and Real Estate,  notwithstanding  that
16    after the act or omission has occurred, the rule, opinion, or
17    interpretation  upon  which  reliance  is  placed is amended,
18    rescinded, or determined by judicial or other authority to be
19    invalid for any reason.
20    (Source: P.A. 90-161, eff. 7-23-97; 90-655, eff. 7-30-98.)

21        (205 ILCS 5/49) (from Ch. 17, par. 361)
22        Sec. 49. False statements; penalty. It  is  unlawful  for
23    any  officer,  director,  or  employee  of  any State bank or
24    subsidiary or holding company of that bank or, after May  31,
25    1997,   branch   out  of  an  out-of-state  bank  subject  to
26    examination by the  Commissioner  or  any  person  filing  an
27    application or notice or submitting information in connection
28    with  an  application  or notice with the Commissioner to who
29    shall willfully and knowingly subscribe to or make, or  cause
30    to be made, any false statement or false entry with intent to
31    deceive  any person or persons authorized to examine into the
32    affairs of the bank or the subsidiary or holding  company  of
 
HB2538 Enrolled             -90-               LRB9201093JScs
 1    that  bank,  or  the  branch  of an out-of-state bank, or the
 2    applicant or with intent to deceive the Commissioner  or  his
 3    administrative  officers  in  the performance of their duties
 4    under this Act.  A person who violates this Section is,  upon
 5    conviction thereof, shall be guilty of a Class 3 felony.
 6    (Source: P.A. 89-208, eff. 9-29-95.)

 7        (205 ILCS 5/51) (from Ch. 17, par. 363)
 8        Sec. 51. Capital impairment, etc.; correction.
 9        (a)  If  the  Commissioner  with  respect to a State bank
10    shall find:
11             (1)  its capital is impaired or it is  otherwise  in
12        an unsound condition; or
13             (2)  its business is being conducted in an unlawful,
14        including,   without  limitation,  in  violation  of  any
15        provisions of this Act, or  in  a  fraudulent  or  unsafe
16        manner; or
17             (3)  it is unable to continue operations; or
18             (4)  its examination has been obstructed or impeded;
19        the   Commissioner  may  give  notice  to  the  board  of
20        directors or his finding or findings. If the situation so
21        found by the Commissioner shall not be corrected  to  his
22        satisfaction  within  a  period  of at least sixty but no
23        more than one hundred and eighty days  after  receipt  of
24        such  notice,  which  period  shall  be determined by the
25        Commissioner  and  set   forth   in   the   notice,   the
26        Commissioner at the termination of said period shall take
27        possession  and  control of the bank and its assets as in
28        this  Act  provided  for  the  purpose  of   examination,
29        reorganization or liquidation through receivership.
30        (b)  If the Commissioner has given notice to the board of
31    directors of his findings, as provided in subsection (a), and
32    the  time  period  prescribed in that notice has expired, the
33    Commissioner may extend the time period  prescribed  in  that
 
HB2538 Enrolled             -91-               LRB9201093JScs
 1    notice for such period as the Commissioner deems appropriate.
 2    (Source: P.A. 87-841.)

 3        (205 ILCS 5/53) (from Ch. 17, par. 365)
 4        Sec.   53.   Commissioner's   possession;   power.    The
 5    Commissioner may take possession and control of a state  bank
 6    and  its  assets,  by  posting  upon  the  premises  a notice
 7    reciting that he is assuming possession pursuant to this Act,
 8    and the time when his possession shall be deemed to commence,
 9    which time shall not pre-date  the  posting  of  the  notice.
10    Promptly  after  taking  possession and control of a bank, if
11    the Federal Deposit Insurance Corporation is not appointed as
12    receiver, the Commissioner shall file a copy  of  the  notice
13    posted  upon  the premises in the circuit court in the county
14    in which the bank is located, and thereupon the clerk of such
15    court shall note the filing thereof upon the records  of  the
16    court,  and shall enter such cause as a court action upon the
17    dockets of such court under the name and  style  of  "In  the
18    matter  of  the possession and control of the Commissioner of
19    Banks and Real Estate of ...." (inserting the  name  of  such
20    bank), and thereupon the court wherein such cause is docketed
21    shall  be  vested with jurisdiction to hear and determine all
22    issues and  matters  pertaining  to  or  connected  with  the
23    Commissioner's   possession  and  control  of  such  bank  as
24    provided in this Act, and such  further  issues  and  matters
25    pertaining to or connected with the Commissioner's possession
26    and  control  as  may  be  submitted  to  such  court for its
27    adjudication by the Commissioner.  When the Commissioner  has
28    taken  possession  and  control  of a bank and its assets, he
29    shall be vested  with  the  full  powers  of  management  and
30    control,  including  without limiting the generality thereof,
31    the following:
32             (1)  the power to continue  or  to  discontinue  the
33        business;
 
HB2538 Enrolled             -92-               LRB9201093JScs
 1             (2)  the  power  to  stop or to limit the payment of
 2        its obligations, provided,  however  with  respect  to  a
 3        qualified financial contract between any party and a bank
 4        or  banking  office,  the  branch  or agency of which the
 5        Commissioner has  taken  possession  and  control,  which
 6        party  has a perfected security interest in collateral or
 7        other valid  lien  or  security  interest  in  collateral
 8        enforceable  against third parties pursuant to a security
 9        arrangement related to that qualified financial contract,
10        the party may retain  all  of  the  collateral  and  upon
11        repudiation  or  termination  of that qualified financial
12        contract  in  accordance  with  its   terms   apply   the
13        collateral  in  satisfaction of any claims secured by the
14        collateral; in no event shall the total amount so applied
15        exceed the global net payment obligation, if any;
16             (3)  the power to collect and to use its assets  and
17        to give valid receipts and acquittances therefor;
18             (4)  the  power  to  employ and to pay any necessary
19        assistants;
20             (5)  the power to execute any instrument in the name
21        of the bank;
22             (6)  the power to commence, defend  and  conduct  in
23        its  name  any  action or proceeding in which it may be a
24        party;
25             (7)  the power, upon the order of the court, to sell
26        and convey its assets in whole or in part, and to sell or
27        compound bad  or  doubtful  debts  upon  such  terms  and
28        conditions as may be fixed in such order;
29             (8)  the power, upon the order of the court, to make
30        and  to carry out agreements with other banks or with the
31        United States or any  agency  thereof  which  shall  have
32        insured the bank's deposits, in whole or in part, for the
33        payment or assumption of the bank's liabilities, in whole
34        or   in   part,  and  to  transfer  assets  and  to  make
 
HB2538 Enrolled             -93-               LRB9201093JScs
 1        guaranties, in whole or in part, and to  transfer  assets
 2        and to make guaranties in connection therewith;
 3             (9)  the  power,  upon  the  order  of the court, to
 4        borrow money in the name of the bank and  to  pledge  its
 5        assets as security for the loan;
 6             (10)  the  power  to  terminate  his  possession and
 7        control by restoring the bank to its board of directors;
 8             (11)  the power to reorganize the bank  as  provided
 9        in this Act;
10             (12)  the  power  to appoint a receiver and to order
11        liquidation of the bank as provided in this Act; and
12             (13)  the power, upon the order  of  the  court  and
13        without  the appointment of a receiver, to determine that
14        the bank has been closed for the purpose  of  liquidation
15        without  adequate provision being made for payment of its
16        depositors, and thereupon the bank  shall  be  deemed  to
17        have  been  closed  on  account  of inability to meet the
18        demands of its depositors.
19        As  soon  as  practical  after  taking  possession,   the
20    Commissioner  shall  make his examination of the condition of
21    the bank and an inventory of  the  assets.  Unless  the  time
22    shall  be  extended  by  order  of  the court and, unless the
23    Commissioner shall have otherwise settled the  affairs  of  a
24    bank   pursuant  to  the  provisions  of  this  Act,  at  the
25    termination of thirty days from the time of taking possession
26    and control  of  a  bank  for  the  purpose  of  examination,
27    reorganization   or  liquidation  through  receivership,  the
28    Commissioner  shall  either  terminate  his  possession   and
29    control  by  restoring  the bank to its board of directors or
30    appoint a receiver and order the liquidation of the  bank  as
31    provided  in  this Act. All necessary and reasonable expenses
32    of the Commissioner's  possession  and  control  and  of  its
33    reorganization  shall be borne by the bank and may be paid by
34    the Commissioner from its  assets.  If  the  Federal  Deposit
 
HB2538 Enrolled             -94-               LRB9201093JScs
 1    Insurance  Corporation  is  appointed  by the Commissioner as
 2    receiver of a State bank, or the  Federal  Deposit  Insurance
 3    Corporation   takes   possession  of  such  State  bank,  the
 4    receivership proceedings and the powers  and  duties  of  the
 5    Federal  Deposit  Insurance  Corporation shall be governed by
 6    the Federal Deposit Insurance Act and regulations promulgated
 7    thereunder rather than the provisions of this Act.
 8    (Source: P.A. 89-364, eff. 8-18-95; 89-508, eff. 7-3-96.)

 9        Section 15.  The Illinois Bank  Holding  Company  Act  of
10    1957 is amended by changing Section 3.074 as follows:

11        (205 ILCS 10/3.074) (from Ch. 17, par. 2510.04)
12        Sec. 3.074.  Powers; administrative review.
13        (a)  The Commissioner shall have the power and authority:
14             (1)  (a)  to  promulgate reasonable procedural rules
15        for the purposes of administering the provisions of  this
16        Act.   The  Commissioner  shall  specify  the form of any
17        application, report or document that is  required  to  be
18        filed with the Commissioner pursuant to this Act;
19             (2)   (b)  to   issue  orders  for  the  purpose  of
20        administering the provisions of this  Act  and  any  rule
21        promulgated in accordance with this Act;
22             (3)  (c)  to appoint hearing officers to execute any
23        of the powers granted  to  the  Commissioner  under  this
24        Section  for the purpose of administering this Act or any
25        rule promulgated in accordance with this Act; and
26             (4) (d)  to  subpoena  witnesses,  to  compel  their
27        attendance,  to administer an oath, to examine any person
28        under oath and to require the production of any  relevant
29        books,  papers,  accounts  and documents in the course of
30        and  pursuant  to  any  investigation  or  hearing  being
31        conducted or any action being taken by  the  Commissioner
32        in  respect  to any matter relating to the duties imposed
 
HB2538 Enrolled             -95-               LRB9201093JScs
 1        upon or the powers vested in the Commissioner  under  the
 2        provisions  of  this  Act  or  any  rule  promulgated  in
 3        accordance with this Act.; and
 4        (b)  Whenever,  in  the  opinion of the Commissioner, any
 5    director, officer, employee, or agent  of  any  bank  holding
 6    company or subsidiary or affiliate of that company shall have
 7    violated  any  law,  rule,  or  order  relating  to that bank
 8    holding company or subsidiary or affiliate of  that  company,
 9    shall   have   obstructed   or  impeded  any  examination  or
10    investigation by the Commissioner, shall   have  engaged   in
11    an   unsafe  or unsound  practice  in conducting the business
12    of that bank holding company or subsidiary  or  affiliate  of
13    that  company,  or shall have  violated any law or engaged or
14    participated  in   any   unsafe   or   unsound  practice   in
15    connection with any financial institution or  other  business
16    entity  such  that the character and fitness of the director,
17    officer,  employee,  or  agent  does  not  assure  reasonable
18    promise of safe and  sound  operation  of  the  bank  holding
19    company, the Commissioner may issue an order of removal.  If,
20    in  the  opinion  of  the  Commissioner, any former director,
21    officer, employee, or agent of  a  bank  holding  company  or
22    subsidiary  or  affiliate  of  that  company,  prior  to  the
23    termination  of  his or her service with that holding company
24    or subsidiary or affiliate of that company, violated any law,
25    rule, or order relating  to  that  bank  holding  company  or
26    subsidiary  or  affiliate  of  that  company,  obstructed  or
27    impeded any examination or investigation by the Commissioner,
28    engaged  in  an  unsafe or unsound practice in conducting the
29    business of  that  bank  holding  company  or  subsidiary  or
30    affiliate  of  that company, or violated any law  or  engaged
31    or  participated  in  any  unsafe  or  unsound  practice   in
32    connection with any financial  institution  or other business
33    entity  such  that the character and fitness of the director,
34    officer,  employee,  or  agent  would   not    have   assured
 
HB2538 Enrolled             -96-               LRB9201093JScs
 1    reasonable  promise  of  safe and sound operation of the bank
 2    holding  company,  the  Commissioner  may  issue   an   order
 3    prohibiting  that  person  from  further  service with a bank
 4    holding company or subsidiary or affiliate of that company as
 5    a director, officer, employee, or agent.
 6        An order issued pursuant  to  this  subsection  shall  be
 7    served upon the director, officer, employee, or agent. A copy
 8    of  the  order  shall  be  sent  to each director of the bank
 9    holding company  affected  by  registered  mail.  The  person
10    affected by the action may request a hearing before the State
11    Banking Board within 10 days after receipt of the order.  The
12    hearing  shall  be  held by the State Banking Board within 30
13    days after the request has been received by the State Banking
14    Board. The State Banking Board  shall  make  a  determination
15    approving,  modifying,  or  disapproving   the  order  of the
16    Commissioner as  its  final  administrative  decision.  If  a
17    hearing is held by the State Banking Board, the State Banking
18    Board  shall  make  its determination within 60 days from the
19    conclusion of the hearing. Any person affected by a  decision
20    of the State Banking Board under this subsection may have the
21    decision  reviewed  only  under  and  in  accordance with the
22    Administrative Review Law  and  the  rules  adopted  pursuant
23    thereto.  A  copy  of the order shall also be served upon the
24    bank holding company of which  he  is  a  director,  officer,
25    employee,  or  agent,  whereupon  he  shall  cease  to  be  a
26    director,  officer,  employee,  or agent of that bank holding
27    company.
28        The Commissioner may institute a civil action against the
29    director, officer, employee, or agent  of  the  bank  holding
30    company,   against  whom  any  order  provided  for  by  this
31    subsection has been issued, to enforce compliance with or  to
32    enjoin any violation of the terms of the order.
33        Any  person  who  has  been  the  subject  of an order of
34    removal or an order of prohibition issued by the Commissioner
 
HB2538 Enrolled             -97-               LRB9201093JScs
 1    under this subsection, subdivision (7) of Section 48  of  the
 2    Illinois  Banking  Act,  or  Section  5-6  of  the  Corporate
 3    Fiduciary  Act may not thereafter serve as director, officer,
 4    employee, or agent of any holding  company,  State  bank,  or
 5    branch  of any out-of-state bank, of any corporate fiduciary,
 6    as defined in Section 1-5.05 of the Corporate Fiduciary  Act,
 7    or  of  any  other  entity  that  is  subject to licensure or
 8    regulation by the Commissioner or the  Office  of  Banks  and
 9    Real   Estate  unless  the  Commissioner  has  granted  prior
10    approval in writing.
11        (c)  (e)  All  final  administrative  decisions  of   the
12    Commissioner  under  this  Act  shall  be subject to judicial
13    review pursuant to provisions of  the  Administrative  Review
14    Law. For matters involving administrative review, venue shall
15    be in either Sangamon County or Cook County.
16    (Source: P.A. 86-754.)

17        Section 20.  The Illinois Savings and Loan Act of 1985 is
18    amended  by  changing Sections 1-6, 2B-2, 2B-5, 3-8, and 5-16
19    and adding Section 7-3.2 as follows:

20        (205 ILCS 105/1-6) (from Ch. 17, par. 3301-6)
21        Sec. 1-6.   General  corporate  powers.   An  association
22    operating  under  this  Act  shall  be  a  body corporate and
23    politic and shall have all of the powers  conferred  by  this
24    Act including, but not limited to, the following powers:
25        (a)  To  sue  and  be  sued,  complain  and defend in its
26    corporate name, and to have a common seal, which it may alter
27    or renew at pleasure;
28        (b)  To   obtain   and   maintain   insurance   of    the
29    association's    withdrawable   capital   by   an   insurance
30    corporation as defined in this Act;
31        (c)  Notwithstanding anything to the  contrary  contained
32    in  this  Act,  to  become  a member of the Federal Home Loan
 
HB2538 Enrolled             -98-               LRB9201093JScs
 1    Bank, and to have all of the powers granted to a  savings  or
 2    thrift  institution  organized  under  the laws of the United
 3    States and which is located and doing business in  the  State
 4    of Illinois, subject to regulations of the Commissioner;
 5        (d)  To  act as a fiscal agent for the United States, the
 6    State of Illinois or any department, branch, arm or agency of
 7    the State or any unit of local government or school  district
 8    in  the  State  when duly designated for that purpose, and as
 9    agent to perform the reasonable functions as may be  required
10    of it;
11        (e)  To  become  a member of or deal with any corporation
12    or agency of the United States or the State of  Illinois,  to
13    the   extent   that  the  agency  assists  in  furthering  or
14    facilitating the association's purposes or powers and to that
15    end to purchase stock or securities thereof or deposit  money
16    therewith,  and  to  comply  with  any  other  conditions  of
17    membership or credit;
18        (f)  To  make  donations  in  reasonable  amounts for the
19    public welfare or for charitable,  scientific,  religious  or
20    educational purposes;
21        (g)  To  adopt  and  operate reasonable insurance, bonus,
22    profit  sharing,  and  retirement  plans  for  officers   and
23    employees;   likewise,   directors   who  are  not  officers,
24    including,  but  not  limited  to,  advisory,  honorary,  and
25    emeritus directors, may participate in those plans;
26        (h)  To reject any application for membership, to  retire
27    withdrawable  capital  by  enforced retirement as provided in
28    this Act and the by-laws, and to limit  the  issuance  of  or
29    payments   on  withdrawable  capital,  subject,  however,  to
30    contractual obligations;
31        (i)  To purchase stock in  service  corporations  and  to
32    invest in any form of indebtedness of any service corporation
33    as  defined  in  this  Act,  subject  to  regulations  of the
34    Commissioner;
 
HB2538 Enrolled             -99-               LRB9201093JScs
 1        (j)  To purchase stock of a corporation  whose  principal
 2    purpose  is  to  operate  a  safe  deposit  company or escrow
 3    service company;
 4        (k)  To act as Trustee or  Custodian  under  the  Federal
 5    Self-Employed  Individuals' Tax Retirement Act of 1962 or any
 6    amendments thereto or any other retirement account and invest
 7    any funds held in such capacity in a savings account  of  the
 8    institution;
 9        (l)  (Blank);
10        (m)  To  establish,  maintain  and  operate  terminals as
11    authorized by the Electronic Fund Transfer Act and by Section
12    5  of  the  Illinois   Banking   Act.    The   establishment,
13    maintenance,  operation  and location of such terminals shall
14    be subject to the approval of the Commissioner;
15        (n)  Subject to  the  approval  and  regulations  of  the
16    Commissioner,  an  association  may purchase or assume all or
17    any part of the assets or liabilities of an eligible  insured
18    bank;
19        (o)  To  purchase from a bank, as defined in Section 2 of
20    the Illinois Banking Act, an  insubstantial  portion  of  the
21    total  deposits  of an insured bank.  For the purpose of this
22    subparagraph, "insubstantial portion of the  total  deposits"
23    shall have the same meaning as provided in Section 5(d)(2)(D)
24    of the Federal Deposit Insurance Act;
25        (p)  To effect an acquisition of or conversion to another
26    financial   institution   pursuant  to  Section  205  of  the
27    Financial Institutions Reform, Recovery and  Enforcement  Act
28    of 1989;
29        (q)  To pledge its assets:
30             (1)  to enable it to act as an agent for the sale of
31        obligations of the United States;
32             (2)  to secure deposits;
33             (3)  to  secure  deposits of money whenever required
34        by the National Bankruptcy Act;
 
HB2538 Enrolled             -100-              LRB9201093JScs
 1             (4)  (Blank) to qualify under  Section  2-9  of  the
 2        Corporate Fiduciary Act; and
 3             (5)  to  secure  trust  funds  commingled  with  the
 4        institution's funds, whether deposited by the institution
 5        or  an  affiliate  of  the institution, as required under
 6        Section 2-8 of the Corporate Fiduciary Act;
 7        (r)  To provide temporary  periodic  service  to  persons
 8    residing  in  a  bona  fide  nursing  home,  senior citizens'
 9    retirement home, or long-term care facility;
10        (s)  To purchase for its own account shares of stock of a
11    bankers' bank, described in Section 13(b)(1) of the  Illinois
12    Banking  Act,  on the same terms and conditions as a bank may
13    purchase such shares.  In no event shall the total amount  of
14    such  stock  held  by  an  association  in such bankers' bank
15    exceed 10% of its capital and  surplus  (including  undivided
16    profits)  and  in  no event shall an association acquire more
17    than 5% of any class of voting securities  of  such  bankers'
18    bank;
19        (t)  To  effect  a conversion to a State bank pursuant to
20    the provisions of the Illinois Banking Act;
21        (u)  Subject to Article XLIV of  the  Illinois  Insurance
22    Code,  to  act  as  the  agent  for  any fire, life, or other
23    insurance company authorized by the  State  of  Illinois,  by
24    soliciting  and  selling insurance and collecting premiums on
25    policies issued by such company; and may receive for services
26    so rendered such fees or commissions as may  be  agreed  upon
27    between  the  said  association and the insurance company for
28    which it may act as agent; provided, however,  that  no  such
29    association shall in any case assume or guarantee the payment
30    of  any  premium  on  insurance  policies  issued through its
31    agency by its  principal;  and  provided  further,  that  the
32    association  shall  not  guarantee the truth of any statement
33    made by an assured in filing his application  for  insurance;
34    and
 
HB2538 Enrolled             -101-              LRB9201093JScs
 1        (v)  To  exercise  all  powers  necessary to qualify as a
 2    trustee or custodian under federal or State law, however, the
 3    authority to accept and execute  trusts  is  subject  to  the
 4    Corporate  Fiduciary  Act  and  to  the  supervision of those
 5    activities by the Commissioner.
 6    (Source: P.A. 90-14, eff. 7-1-97; 90-41, eff. 10-1-97; 91-97,
 7    eff. 7-9-99.)

 8        (205 ILCS 105/2B-2) (from Ch. 17, par. 3302B-2)
 9        Sec. 2B-2.  Notice of  filing  of  application;  hearing;
10    renewal of certificate.
11        (a)  Whenever  such  association  has  complied  with the
12    provisions of this Act, and  the  Commissioner  is  satisfied
13    that  such  association  and any subsidiary operating in this
14    State are is doing business according to  the  laws  of  this
15    State,  and  are  is  in  sound financial condition, he shall
16    authorize the association to publish in newspapers of general
17    circulation in the State of Illinois, notice of filing of its
18    application, provided that subsections  (a)  through  (e)  of
19    this   Section  shall  not  apply  in  the  case  of  merger,
20    consolidation, or purchase as set forth in paragraph  (c)  of
21    Section  2B-1.   Publication  in  the  manner  and  on  forms
22    prescribed  by the Commissioner in the county of the proposed
23    office of the association shall be made  within  15  days  of
24    authorization.
25        (b)  Within  10 days following the date of publication of
26    notice of application any association or  person  wishing  to
27    object  to  any  application  filed  pursuant to Section 2B-1
28    shall:
29             (1)  file in triplicate, on forms prescribed by  the
30        Commissioner,  its verified objections at the Springfield
31        Office of the Commissioner; and
32             (2)  serve the applicant or its attorney  of  record
33        with  a  copy of the objections and show proof of service
 
HB2538 Enrolled             -102-              LRB9201093JScs
 1        of said copy.
 2        (c)  If   the   Commissioner   considers   the   verified
 3    objections to be substantial, he shall so advise the objector
 4    and the applicant within 15 calendar days  after  receipt  of
 5    the  objections and shall issue notice of intent to conduct a
 6    hearing on the application.  Such notice  shall  provide  for
 7    public  examination of the application.  A determination that
 8    an objection is substantial  shall  be  based  only  on  data
 9    showing   undue   injury   to   properly  conducted  existing
10    associations or data disputing the propriety  of  information
11    set forth in the application, or both.
12        (d)  The   Commissioner  shall  conduct  a  hearing  upon
13    receipt of an objection filed  on  time  and  containing  the
14    following:
15             (1)  a summary of the reasons for the objection;
16             (2)  the  specific  matters  in  the  application to
17        which objection  is  raised  and  the  reasons  for  each
18        objection;
19             (3)  facts   supporting   the  objection,  including
20        relevant economic or financial data; and
21             (4)  adverse  effects  on  the  objector  which  may
22        result from approval of the application.
23        The time and place of said hearing shall  be  established
24    by  the Commissioner and 20 days notice shall be given to all
25    parties of  record.    The  hearing  shall  be  conducted  in
26    conformance    with    administrative    hearing   procedures
27    established pursuant to rules and regulations adopted by  the
28    Commissioner.   A  transcript  of  any  such hearing shall be
29    taken and made a part of the record in the matter.
30        (e)  A certificate  of  authority  shall  not  be  issued
31    unless  the Commissioner finds that a need exists for savings
32    and loan association services in the  community  or  area  of
33    operations  of  the  applicant  association and the applicant
34    association will satisfy said need or  that  the  association
 
HB2538 Enrolled             -103-              LRB9201093JScs
 1    can  be maintained without undue injury to properly conducted
 2    existing associations.
 3        (f)  Annually thereafter, upon the filing of  the  annual
 4    statement herein provided for, if the Commissioner finds that
 5    the  association  and  any subsidiary operating in this State
 6    are is doing business in accordance with this Act and are  is
 7    otherwise  in  sound  financial  condition,  he shall issue a
 8    renewal of such certificate of Authority.
 9    (Source: P.A. 86-210; 86-952.)

10        (205 ILCS 105/2B-5) (from Ch. 17, par. 3302B-5)
11        Sec. 2B-5.  Cancellation of  authority;  notice.   Should
12    the  Commissioner  find,  upon  examination, that any foreign
13    association or any subsidiary operating in Illinois does  not
14    conduct  its business in accordance with the law, or that the
15    affairs of any such  association  or  subsidiary  are  in  an
16    unsound  condition,  or if such association refuses to permit
17    examination to be made, he may cancel the authority  of  such
18    association  to do business in this State, and cause a notice
19    thereof to be sent to the home office of the association, and
20    to be published in at least one  newspaper  in  the  City  of
21    Springfield.  After  the publication of such notice, it shall
22    be unlawful for any agent of the association to  receive  any
23    further  stock  deposits from members residing in this State,
24    except payments on stock on which a loan has been taken.
25    (Source: P.A. 85-1143.)

26        (205 ILCS 105/3-8) (from Ch. 17, par. 3303-8)
27        Sec. 3-8.  Access to  books  and  records;  communication
28    with members.
29        (a)  Every  member  or  holder  of capital shall have the
30    right to inspect the books and  records  of  the  association
31    that   pertain  to  his  account.  Otherwise,  the  right  of
32    inspection and examination of the books and records shall  be
 
HB2538 Enrolled             -104-              LRB9201093JScs
 1    limited  as  provided  in this Act, and no other person shall
 2    have access to the books and records or shall be entitled  to
 3    a list of the members.
 4        (b)  For the purpose of this Section, the term "financial
 5    records"  means any original, any copy, or any summary of (i)
 6    a document granting signature authority  over  a  deposit  or
 7    account;  (ii)  a  statement, ledger card, or other record on
 8    any deposit or account that shows each transaction in or with
 9    respect to that account; (iii) a check, draft, or money order
10    drawn  on  an  association  or  issued  and  payable  by   an
11    association;  or  (iv)  any other item containing information
12    pertaining to any relationship established  in  the  ordinary
13    course  of  an  association's business between an association
14    and its customer, including  financial  statements  or  other
15    financial  information  provided  by  the member or holder of
16    capital.
17        (c)  This Section does not prohibit:
18             (1)  The  preparation,  examination,  handling,   or
19        maintenance  of  any  financial  records  by any officer,
20        employee, or agent of an association  having  custody  of
21        those  records  or  the examination of those records by a
22        certified public accountant engaged by the association to
23        perform an independent audit.;
24             (2)  The examination of any financial records by, or
25        the furnishing of financial records by an association to,
26        any officer, employee, or agent of  the  Commissioner  of
27        Banks and Real Estate, Federal Savings and Loan Insurance
28        Corporation and its successors, Federal Deposit Insurance
29        Corporation,   Resolution   Trust   Corporation  and  its
30        successors,  Federal  Home  Loan  Bank  Board   and   its
31        successors, Office of Thrift Supervision, Federal Housing
32        Finance  Board, Board of Governors of the Federal Reserve
33        System, any Federal Reserve Bank, or the  Office  of  the
34        Comptroller  of  the  Currency  for  use  solely  in  the
 
HB2538 Enrolled             -105-              LRB9201093JScs
 1        exercise  of  his  duties  as  an  officer,  employee, or
 2        agent.;
 3             (3)  The  publication   of   data   furnished   from
 4        financial  records  relating  to  members  or  holders of
 5        capital where  the  data  cannot  be  identified  to  any
 6        particular member, holder of capital, or account.;
 7             (4)  The making of reports or returns required under
 8        Chapter 61 of the Internal Revenue Code of 1986.;
 9             (5)  Furnishing  information concerning the dishonor
10        of any negotiable instrument permitted  to  be  disclosed
11        under the Uniform Commercial Code.;
12             (6)  The  exchange in the regular course of business
13        of (i) credit  information  between  an  association  and
14        other   associations   or   financial   institutions   or
15        commercial  enterprises,  directly  or through a consumer
16        reporting agency or (ii) financial records or information
17        derived from financial records between an association and
18        other   associations   or   financial   institutions   or
19        commercial enterprises for the purpose of conducting  due
20        diligence  pursuant  to  a purchase or sale involving the
21        association or assets or liabilities of the association.;
22             (7)  The   furnishing   of   information   to    the
23        appropriate   law   enforcement   authorities  where  the
24        association reasonably believes it has been the victim of
25        a crime.;
26             (8)  The furnishing of information pursuant  to  the
27        Uniform Disposition of Unclaimed Property Act.;
28             (9)  The  furnishing  of information pursuant to the
29        Illinois Income Tax  Act  and  the  Illinois  Estate  and
30        Generation-Skipping Transfer Tax Act.;
31             (10)  The  furnishing of information pursuant to the
32        federal  "Currency  and  Foreign  Transactions  Reporting
33        Act", (Title 31, United  States  Code,  Section  1051  et
34        seq.).;
 
HB2538 Enrolled             -106-              LRB9201093JScs
 1             (11)  The  furnishing of information pursuant to any
 2        other  statute  that  by  its  terms  or  by  regulations
 3        promulgated  thereunder  requires   the   disclosure   of
 4        financial   records  other  than  by  subpoena,  summons,
 5        warrant, or court order.;
 6             (12)  The  exchange  of   information   between   an
 7        association  and an affiliate of the association; as used
 8        in  this  item,   "affiliate"   includes   any   company,
 9        partnership, or organization that controls, is controlled
10        by, or is under common control with an association.
11             (13)  The  furnishing  of  information in accordance
12        with  the  federal  Personal  Responsibility   and   Work
13        Opportunity  Reconciliation Act of 1996.  Any association
14        governed by this Act shall enter into  an  agreement  for
15        data  exchanges  with  a  State agency provided the State
16        agency pays to the association a reasonable  fee  not  to
17        exceed   its   actual   cost  incurred.   An  association
18        providing information in accordance with this item  shall
19        not  be  liable to any account holder or other person for
20        any disclosure of information  to  a  State  agency,  for
21        encumbering  or  surrendering  any  assets  held  by  the
22        association  in  response  to a lien or order to withhold
23        and deliver issued by a State agency, or  for  any  other
24        action  taken pursuant to this item, including individual
25        or  mechanical  errors,  provided  the  action  does  not
26        constitute gross negligence  or  willful  misconduct.  An
27        association  shall  have no obligation to hold, encumber,
28        or surrender assets until  it  has  been  served  with  a
29        subpoena,   summons,  warrant,  court  or  administrative
30        order, lien, or levy.
31             (14)  The   furnishing   of   information   to   law
32        enforcement authorities, the Illinois Department on Aging
33        and its regional administrative  and  provider  agencies,
34        the  Department  of  Human  Services  Office of Inspector
 
HB2538 Enrolled             -107-              LRB9201093JScs
 1        General, or public guardians, if the association suspects
 2        that a customer who is an elderly or disabled person  has
 3        been  or may become the victim of financial exploitation.
 4        For the  purposes  of  this  item  (14),  the  term:  (i)
 5        "elderly  person"  means a person who is 60 or more years
 6        of age, (ii) "disabled person" means a person who has  or
 7        reasonably  appears to the association to have a physical
 8        or mental disability that impairs his or her  ability  to
 9        seek  or  obtain  protection  from  or  prevent financial
10        exploitation, and (iii)  "financial  exploitation"  means
11        tortious  or illegal use of the assets or resources of an
12        elderly  or  disabled  person,  and   includes,   without
13        limitation,  misappropriation  of the elderly or disabled
14        person's assets or resources by undue  influence,  breach
15        of    fiduciary    relationship,   intimidation,   fraud,
16        deception, extortion, or the use of assets  or  resources
17        in  any  manner contrary to law. An association or person
18        furnishing information pursuant to this item  (14)  shall
19        be  entitled  to  the  same  rights  and protections as a
20        person furnishing information under the Elder  Abuse  and
21        Neglect  Act  and  the  Illinois Domestic Violence Act of
22        1986.
23             (15)  The  disclosure  of   financial   records   or
24        information   as  necessary  to  effect,  administer,  or
25        enforce a transaction  requested  or  authorized  by  the
26        member or holder of capital, or in connection with:
27                  (A)  servicing   or   processing   a  financial
28             product or service requested or  authorized  by  the
29             member or holder of capital;
30                  (B)  maintaining  or  servicing an account of a
31             member or holder of capital with the association; or
32                  (C)  a proposed  or  actual  securitization  or
33             secondary  market sale (including sales of servicing
34             rights) related to a  transaction  of  a  member  or
 
HB2538 Enrolled             -108-              LRB9201093JScs
 1             holder of capital.
 2             Nothing  in  this item (15), however, authorizes the
 3        sale of the financial records or information of a  member
 4        or holder of capital without the consent of the member or
 5        holder of capital.
 6             (16)  The   disclosure   of   financial  records  or
 7        information as necessary to protect  against  or  prevent
 8        actual  or  potential  fraud,  unauthorized transactions,
 9        claims, or other liability.
10        (d)  An association  may  not  disclose  to  any  person,
11    except  to  the  member  or  holder  of  capital  or his duly
12    authorized agent, any  financial  records  relating  to  that
13    member or holder of capital of that association unless:
14             (1)  The  member or holder of capital has authorized
15        disclosure to the person; or
16             (2)  The financial records are disclosed in response
17        to a lawful subpoena, summons, warrant,  or  court  order
18        that  meets  the  requirements  of subsection (e) of this
19        Section.
20        (e)  An  association  shall  disclose  financial  records
21    under subsection (d) of this Section  pursuant  to  a  lawful
22    subpoena,  summons,  warrant,  or  court order only after the
23    association mails a copy of the subpoena,  summons,  warrant,
24    or  court  order  to the person establishing the relationship
25    with the association, if living, and, otherwise, his personal
26    representative, if known, at his last known address by  first
27    class  mail,  postage  prepaid,  unless  the  association  is
28    specifically  prohibited  from notifying that person by order
29    of court.
30        (f) (1)  Any officer or employee of  an  association  who
31    knowingly   and  willfully  furnishes  financial  records  in
32    violation of this Section is guilty  of  a  business  offense
33    and, upon conviction, shall be fined not more than $1,000.
34        (2)  Any  person  who  knowingly and willfully induces or
 
HB2538 Enrolled             -109-              LRB9201093JScs
 1    attempts to induce any officer or employee of an  association
 2    to disclose financial records in violation of this Section is
 3    guilty  of  a business offense and, upon conviction, shall be
 4    fined not more than $1,000.
 5        (g)  However, if any member desires to  communicate  with
 6    the  other  members  of the association with reference to any
 7    question pending or to be  presented  at  a  meeting  of  the
 8    members,  the  association  shall  give  him  upon  request a
 9    statement of the approximate number of  members  entitled  to
10    vote  at the meeting and an estimate of the cost of preparing
11    and mailing the communication.  The  requesting  member  then
12    shall submit the communication to the Commissioner who, if he
13    finds it to be appropriate and truthful, shall direct that it
14    be  prepared  and  mailed  to the members upon the requesting
15    member's payment or adequate provision  for  payment  of  the
16    expenses of preparation and mailing.
17        (h)  An  association  shall  be reimbursed for costs that
18    are  necessary  and  that  have  been  directly  incurred  in
19    searching for, reproducing, or  transporting  books,  papers,
20    records,   or  other  data  of  a  customer  required  to  be
21    reproduced pursuant to a lawful subpoena, warrant,  or  court
22    order.
23    (Source: P.A. 90-18, eff. 7-1-97; 91-929, eff. 12-15-00.)

24        (205 ILCS 105/5-16) (from Ch. 17, par. 3305-16)
25        Sec. 5-16.  Limitation on loans to a single borrower.
26    Except for loans to its wholly owned service corporations, an
27    association  may  not  at  any  one  time  hold,  directly or
28    indirectly, loans to any one corporation or person in a total
29    amount equal to or in excess  of  10%  of  the  association's
30    total  withdrawable  accounts or an amount equal to the total
31    net  worth  of  the  association,  whichever  is   less.   An
32    association   may  make  loans  to  a  wholly  owned  service
33    corporation in an amount equal to the association's net worth
 
HB2538 Enrolled             -110-              LRB9201093JScs
 1    or in an amount that exceeds an association's  net  worth  if
 2    such  excess  amount is secured by collateral, of a type upon
 3    which  the  association  itself  could  lend,  of   a   value
 4    determined   in   accordance   with   rules  and  regulations
 5    promulgated by the Commissioner.
 6        (a)  In computing the total mortgage  loans  made  by  an
 7    association  to  an  individual,  there shall be included all
 8    mortgage loans made by the association to  a  partnership  or
 9    other unincorporated association of which he is a member, the
10    unpaid  balance of mortgage loans made either for his benefit
11    or  for  the   benefit   of   such   partnership   or   other
12    unincorporated  association  and all mortgage loans to or for
13    the benefit of a corporation of which he owns or controls 25%
14    or more of the capital stock.
15        (b)  In computing the total mortgage  loans  made  by  an
16    association   to   a   partnership  or  other  unincorporated
17    association, there shall be included the  unpaid  balance  of
18    mortgage  loans to its individual members, the unpaid balance
19    of mortgage loans made for the benefit of such partnership or
20    other unincorporated association, or of any  member  thereof,
21    and  all  mortgage  loans  to  or  for  the  benefit  of  any
22    corporation   of  which  the  partnership  or  unincorporated
23    association, or any member thereof, owns or controls  25%  or
24    more of the capital stock.
25        (c)  In  computing  the  total  mortgage loans made by an
26    association to a corporation, there  shall  be  included  the
27    unpaid  balance of mortgage loans made for the benefit of the
28    corporation and all mortgage loans to or for the  benefit  of
29    any  individual  who  owns  or  controls  25%  or more of the
30    capital stock of such corporation.
31        (d)  This Section does not apply to  the  obligations  as
32    endorser,  whether with or without recourse, or as guarantor,
33    whether  conditional  or  unconditional,  of  negotiable   or
34    nonnegotiable   installment  consumer  paper  of  the  person
 
HB2538 Enrolled             -111-              LRB9201093JScs
 1    transferring the same  if  the  association's  files  or  the
 2    knowledge  of its officers of the financial condition of each
 3    maker of those obligations is reasonably adequate and  if  an
 4    officer  of  the  association, designated for that purpose by
 5    the board of directors of the association, certifies that the
 6    responsibility of each maker  of  the  obligations  has  been
 7    evaluated  and that the association is relying primarily upon
 8    each  maker  for  the  payment  of  the   obligations.    The
 9    certification  shall  be  in writing and shall be retained as
10    part of the records of the association.
11    (Source: P.A. 86-137.)

12        (205 ILCS 105/7-3.2 new)
13        Sec. 7-3.2.  Reliance on Commissioner.
14        (a)  The Commissioner may issue an opinion in response to
15    a specific request from a member of the public or the savings
16    association industry or on his own initiative.   The  opinion
17    may  be  in  the form of an interpretive letter, no-objection
18    letter, or other issuance the Commissioner deems appropriate.
19        (b)  If the Commissioner determines that the  opinion  is
20    useful   for   the   general   guidance   of  the  public  or
21    associations, the Commissioner may disseminate the opinion by
22    newsletter, via an electronic medium such as the internet, in
23    a volume of statutes or related materials  published  by  the
24    Commissioner   or   others,  or  by  other  means  reasonably
25    calculated to notify persons  affected  by  the  opinion.   A
26    published   opinion   must   be   redacted  to  preserve  the
27    confidentiality of the requesting party unless the requesting
28    party consents to be identified in the published opinion.
29        (c)  No association or other person shall be liable under
30    this Act for any  act  done  or  omitted  in  good  faith  in
31    conformity  with  any rule, interpretation, or opinion issued
32    by the Commissioner, notwithstanding that after  the  act  or
33    omission  has  occurred, the rule, opinion, or interpretation
 
HB2538 Enrolled             -112-              LRB9201093JScs
 1    upon which reliance  is  placed  is  amended,  rescinded,  or
 2    determined  by  judicial or other authority to be invalid for
 3    any reason.

 4        (205 ILCS 105/11-5 rep.)
 5        Section 22.  The Illinois Savings and Loan Act of 1985 is
 6    amended by repealing Section 11-5.

 7        Section 25.  The Savings Bank Act is amended by  changing
 8    Sections 1007.35, 1008, 4005, 4013, 6013, 8015, 10001, 11003,
 9    11004, and 11008 and adding Section 9019 as follows:

10        (205 ILCS 205/1007.35) (from Ch. 17, par. 7301-7.35)
11        Sec.  1007.35.   "Control", unless specified otherwise in
12    this Act, shall mean:
13        (1)  the ability  of  any  person,  entity,  persons,  or
14    entities  acting alone or in concert with one or more persons
15    or entities, to own, hold, or direct with power to  vote,  or
16    to  hold  proxies  representing,  10%  or  more of the voting
17    shares or rights of a savings bank, savings bank  subsidiary,
18    savings bank affiliate, or savings bank holding company; or
19        (2)  the ability to achieve in any manner the election or
20    appointment  of  a  majority  of  the  directors of a savings
21    bank.; or
22        (3)  the  power  to  direct   or   exercise   significant
23    influence over the management or policies of the savings bank
24    or savings bank affiliate.
25        "Control"  does  not  include  This  definition shall not
26    apply to the voting of proxies obtained  from  depositors  if
27    the  proxies are voted as directed by a majority of the board
28    of directors of  the  savings  bank  or  of  a  committee  of
29    directors  when the committee's composition and powers may be
30    revoked by a majority vote of the board of directors.
31    (Source: P.A. 86-1213.)
 
HB2538 Enrolled             -113-              LRB9201093JScs
 1        (205 ILCS 205/1008) (from Ch. 17, par. 7301-8)
 2        Sec. 1008. General corporate powers.
 3        (a)  A savings bank operating under this Act shall  be  a
 4    body  corporate  and politic and shall have all of the powers
 5    conferred by this Act including,  but  not  limited  to,  the
 6    following powers:
 7             (1)  To sue and be sued, complain, and defend in its
 8        corporate  name  and  to have a common seal, which it may
 9        alter or renew at pleasure.
10             (2)  To obtain and maintain insurance by  a  deposit
11        insurance corporation as defined in this Act.
12             (3)  To act as a fiscal agent for the United States,
13        the  State of Illinois or any department, branch, arm, or
14        agency of the State or any unit of  local  government  or
15        school  district  in  the State, when duly designated for
16        that  purpose,  and  as  agent  to   perform   reasonable
17        functions as may be required of it.
18             (4)  To   become  a  member  of  or  deal  with  any
19        corporation or agency of the United States or  the  State
20        of  Illinois,  to  the  extent that the agency assists in
21        furthering or facilitating its purposes or powers and  to
22        that  end  to  purchase  stock  or  securities thereof or
23        deposit money therewith, and to  comply  with  any  other
24        conditions of membership or credit.
25             (5)  To make donations in reasonable amounts for the
26        public  welfare or for charitable, scientific, religious,
27        or educational purposes.
28             (6)  To  adopt  and  operate  reasonable  insurance,
29        bonus, profit sharing, and retirement plans for  officers
30        and  employees  and  for  directors  including,  but  not
31        limited  to,  advisory, honorary, and emeritus directors,
32        who are not officers or employees.
33             (7)  To reject any application  for  membership;  to
34        retire   deposit   accounts  by  enforced  retirement  as
 
HB2538 Enrolled             -114-              LRB9201093JScs
 1        provided in this Act and the bylaws;  and  to  limit  the
 2        issuance  of,  or payments on, deposit accounts, subject,
 3        however, to contractual obligations.
 4             (8)  To purchase stock in service  corporations  and
 5        to  invest  in  any  form  of indebtedness of any service
 6        corporation  as  defined  in   this   Act,   subject   to
 7        regulations of the Commissioner.
 8             (9)  To   purchase  stock  of  a  corporation  whose
 9        principal purpose is to operate a safe deposit company or
10        escrow service company.
11             (10)  To  exercise  all  the  powers  necessary   to
12        qualify  as a trustee or custodian under federal or State
13        law, provided that the authority to  accept  and  execute
14        trusts  is  subject  to  the  provisions of the Corporate
15        Fiduciary Act and to the supervision of those  activities
16        by the Commissioner.
17             (11)  (Blank).
18             (12)  To  establish, maintain, and operate terminals
19        as authorized by the Electronic Fund Transfer Act.
20             (13)  To pledge its assets:
21                  (A)  to enable it to act as agent for the  sale
22             of obligations of the United States;
23                  (B)  to secure deposits;
24                  (C)  to   secure  deposits  of  money  whenever
25             required by the National Bankruptcy Act;
26                  (D)  (blank) to qualify under  Section  2-9  of
27             the Corporate Fiduciary Act; and
28                  (E)  to  secure trust funds commingled with the
29             savings  bank's  funds,  whether  deposited  by  the
30             savings bank or an affiliate of the savings bank, as
31             required  under  Section  2-8   of   the   Corporate
32             Fiduciary Act.
33             (14)  To  accept for payment at a future date not to
34        exceed one year from the date of acceptance, drafts drawn
 
HB2538 Enrolled             -115-              LRB9201093JScs
 1        upon it by  its  customers;  and  to  issue,  advise,  or
 2        confirm  letters of credit authorizing holders thereof to
 3        draw drafts upon it or its correspondents.
 4             (15)  Subject   to   the    regulations    of    the
 5        Commissioner, to own and lease personal property acquired
 6        by  the  savings  bank  at  the  request of a prospective
 7        lessee and, upon the agreement of that person,  to  lease
 8        the personal property.
 9             (16)  To  establish  temporary service booths at any
10        International Fair in this State that is approved by  the
11        United  States Department of Commerce for the duration of
12        the international fair for the  purpose  of  providing  a
13        convenient  place for foreign trade customers to exchange
14        their  home  countries'  currency  into   United   States
15        currency  or the converse.  To provide temporary periodic
16        service to persons residing in a bona fide nursing  home,
17        senior  citizens'  retirement  home,  or  long-term  care
18        facility.    These  powers  shall  not  be  construed  as
19        establishing a new place or change of  location  for  the
20        savings bank providing the service booth.
21             (17)  To    indemnify   its   officers,   directors,
22        employees, and agents,  as  authorized  for  corporations
23        under  Section  8.75  of the Business Corporations Act of
24        1983.
25             (18)  To provide data processing services to  others
26        on a for-profit basis.
27             (19)  To   utilize   any  electronic  technology  to
28        provide customers with home banking services.
29             (20)  Subject   to   the    regulations    of    the
30        Commissioner,  to  enter  into  an  agreement to act as a
31        surety.
32             (21)  Subject   to   the    regulations    of    the
33        Commissioner,   to  issue  credit  cards,  extend  credit
34        therewith, and otherwise  engage  in  or  participate  in
 
HB2538 Enrolled             -116-              LRB9201093JScs
 1        credit card operations.
 2             (22)  To  purchase  for  its  own  account shares of
 3        stock of a bankers' bank, described in  Section  13(b)(1)
 4        of  the  Illinois  Banking  Act,  on  the  same terms and
 5        conditions as a bank may purchase  such  shares.   In  no
 6        event  shall  the  total  amount  of such stock held by a
 7        savings bank in such bankers'  bank  exceed  10%  of  its
 8        capital  and surplus (including undivided profits) and in
 9        no event shall a savings bank acquire more than 5% of any
10        class of voting securities of such bankers' bank.
11             (23)  With respect to affiliate facilities:
12                  (A)  to conduct at affiliate facilities any  of
13             the  following transactions for and on behalf of any
14             affiliated depository institution, if so  authorized
15             by  the affiliate or affiliates: receiving deposits;
16             renewing  deposits;  cashing  and  issuing   checks,
17             drafts,  money  orders, travelers checks, or similar
18             instruments; changing money; receiving  payments  on
19             existing  indebtedness;  and  conducting ministerial
20             functions  with  respect   to   loan   applications,
21             servicing   loans,   and   providing   loan  account
22             information; and
23                  (B)  to  authorize  an  affiliated   depository
24             institution  to conduct for and on behalf of it, any
25             of the transactions listed in this subsection at one
26             or more affiliate facilities.
27             A savings bank intending to conduct or to  authorize
28        an  affiliated  depository  institution  to conduct at an
29        affiliate facility any of the transactions  specified  in
30        this   subsection   shall  give  written  notice  to  the
31        Commissioner at least 30 days before any such transaction
32        is conducted at an affiliate facility.  All conduct under
33        this subsection shall be on terms  consistent  with  safe
34        and sound banking practices and applicable law.
 
HB2538 Enrolled             -117-              LRB9201093JScs
 1             (24)  Subject   to  Article  XLIV  of  the  Illinois
 2        Insurance Code, to act as the agent for any  fire,  life,
 3        or  other  insurance  company  authorized by the State of
 4        Illinois,  by  soliciting  and  selling   insurance   and
 5        collecting  premiums  on policies issued by such company;
 6        and may receive for services so  rendered  such  fees  or
 7        commissions  as  may  be  agreed  upon  between  the said
 8        savings bank and the insurance company for which  it  may
 9        act  as  agent;  provided,  however, that no such savings
10        bank shall in any case assume or guarantee the payment of
11        any premium on  insurance  policies  issued  through  its
12        agency  by  its principal; and provided further, that the
13        savings  bank  shall  not  guarantee  the  truth  of  any
14        statement made by an assured in filing his    application
15        for insurance.
16             (25)  To  become  a  member of the Federal Home Loan
17        Bank  and  to  have  the  powers  granted  to  a  savings
18        association organized under the Illinois Savings and Loan
19        Act of 1985 or the laws of the United States, subject  to
20        regulations of the Commissioner.
21             (26)  To offer any product or service that is at the
22        time authorized or permitted to a bank by applicable law,
23        but   subject   always   to   the  same  limitations  and
24        restrictions that are applicable  to  the  bank  for  the
25        product  or service by such applicable law and subject to
26        the applicable provisions of the  Financial  Institutions
27        Insurance Sales Law and rules of the Commissioner.
28        (b)  If  this  Act  or the regulations adopted under this
29    Act fail to provide specific guidance in matters of corporate
30    governance, the provisions of the Business Corporation Act of
31    1983 may be used.
32    (Source:  P.A.  90-14,  eff.  7-1-97;  90-41,  eff.  10-1-97;
33    90-270, eff.  7-30-97;  90-301,  eff.  8-1-97;  90-655,  eff.
34    7-30-98;  90-665,  eff.  7-30-98; 91-97, eff. 7-9-99; 91-357,
 
HB2538 Enrolled             -118-              LRB9201093JScs
 1    eff. 7-29-99.)

 2        (205 ILCS 205/4005) (from Ch. 17, par. 7304-5)
 3        Sec. 4005. Voting.
 4        (a)  Voting at a meeting may be either in  person  or  by
 5    proxy  executed in writing by the member or stockholder or by
 6    his duly authorized attorney-in-fact.
 7        (b)  In the  determination  of  all  questions  requiring
 8    ascertainment of who is entitled to vote and of the number of
 9    outstanding shares, the following rules shall apply:
10             (1)  The  date  of determination shall be the record
11        date for voting provided in this Act.
12             (2)  Each person holding one  or  more  withdrawable
13        accounts  in a mutual savings bank shall have the vote of
14        one share for each $100 of the aggregate withdrawal value
15        of the accounts and shall have the vote of one share  for
16        any  fraction  of $100; however, subject to regulation of
17        the Commissioner,  a  mutual  savings  bank  may  in  its
18        by-laws  limit  the  number of votes a person may cast to
19        1,000 votes. A mutual savings bank may adopt a  different
20        voting  arrangement  if  the  Commissioner finds that the
21        arrangement would not be inequitable to  members  and  if
22        the  members  approve  the  arrangement by an affirmative
23        vote of at least two-thirds of the votes entitled  to  be
24        cast, however, the voting arrangement need not obtain the
25        foregoing  member  approval if such voting arrangement is
26        otherwise approved as part of a  corporate  change  under
27        this Act.
28             (3)  Each  holder  of  capital stock held shall have
29        one vote for each share held.
30             (4)  Shares owned by the savings bank shall  not  be
31        counted or voted.
32             (5)  A  savings bank authorized to issue stock shall
33        provide in its  articles  of  incorporation  that  voting
 
HB2538 Enrolled             -119-              LRB9201093JScs
 1        rights shall may be vested exclusively in stockholders.
 2    (Source: P.A. 91-97, eff. 7-9-99.)

 3        (205 ILCS 205/4013) (from Ch. 17, par. 7304-13)
 4        Sec.  4013.   Access  to books and records; communication
 5    with members and shareholders.
 6        (a)  Every member or shareholder shall have the right  to
 7    inspect books and records of the savings bank that pertain to
 8    his   accounts.   Otherwise,  the  right  of  inspection  and
 9    examination of the books and  records  shall  be  limited  as
10    provided  in  this Act, and no other person shall have access
11    to the books and records nor shall be entitled to a  list  of
12    the members or shareholders.
13        (b)  For the purpose of this Section, the term "financial
14    records"  means any original, any copy, or any summary of (1)
15    a document granting signature authority  over  a  deposit  or
16    account; (2) a statement, ledger card, or other record on any
17    deposit  or  account  that  shows each transaction in or with
18    respect to that account; (3) a check, draft, or  money  order
19    drawn  on  a  savings bank or issued and payable by a savings
20    bank; or (4) any other item containing information pertaining
21    to any relationship established in the ordinary course  of  a
22    savings  bank's  business  between  a  savings  bank  and its
23    customer, including financial statements or  other  financial
24    information provided by the member or shareholder.
25        (c)  This Section does not prohibit:
26             (1)  The   preparation   examination,  handling,  or
27        maintenance of any financial   records  by  any  officer,
28        employee,  or  agent  of a savings bank having custody of
29        records or examination of records by a  certified  public
30        accountant  engaged  by  the  savings  bank to perform an
31        independent audit.
32             (2)  The examination of any financial records by, or
33        the furnishing of financial records by a savings bank to,
 
HB2538 Enrolled             -120-              LRB9201093JScs
 1        any officer, employee, or agent of  the  Commissioner  of
 2        Banks  and  Real  Estate or the Federal Deposit Insurance
 3        Corporation for use solely in the exercise of his  duties
 4        as an officer, employee, or agent.
 5             (3)  The   publication   of   data   furnished  from
 6        financial records  relating  to  members  or  holders  of
 7        capital  where  the  data  cannot  be  identified  to any
 8        particular member, shareholder, or account.
 9             (4)  The making of reports or returns required under
10        Chapter 61 of the Internal Revenue Code of 1986.
11             (5)  Furnishing information concerning the  dishonor
12        of  any  negotiable  instrument permitted to be disclosed
13        under the Uniform Commercial Code.
14             (6)  The exchange in the regular course of  business
15        of  (i)  credit  information  between  a savings bank and
16        other  savings  banks  or   financial   institutions   or
17        commercial  enterprises,  directly  or through a consumer
18        reporting agency or (ii) financial records or information
19        derived from financial records between a savings bank and
20        other  savings  banks  or   financial   institutions   or
21        commercial  enterprises for the purpose of conducting due
22        diligence pursuant to a purchase or  sale  involving  the
23        savings  bank  or  assets  or  liabilities of the savings
24        bank.
25             (7)  The   furnishing   of   information   to    the
26        appropriate law enforcement authorities where the savings
27        bank  reasonably  believes  it  has  been the victim of a
28        crime.
29             (8)  The furnishing of information pursuant  to  the
30        Uniform Disposition of Unclaimed Property Act.
31             (9)  The  furnishing  of information pursuant to the
32        Illinois Income Tax  Act  and  the  Illinois  Estate  and
33        Generation-Skipping Transfer Tax Act.
34             (10)  The  furnishing of information pursuant to the
 
HB2538 Enrolled             -121-              LRB9201093JScs
 1        federal  "Currency  and  Foreign  Transactions  Reporting
 2        Act", (Title 31, United  States  Code,  Section  1051  et
 3        seq.).
 4             (11)  The  furnishing of information pursuant to any
 5        other statute  which  by  its  terms  or  by  regulations
 6        promulgated   thereunder   requires   the  disclosure  of
 7        financial  records  other  than  by  subpoena,   summons,
 8        warrant, or court order.
 9             (12)  The  furnishing  of  information in accordance
10        with  the  federal  Personal  Responsibility   and   Work
11        Opportunity  Reconciliation Act of 1996. Any savings bank
12        governed by this Act shall enter into  an  agreement  for
13        data  exchanges  with  a  State agency provided the State
14        agency pays to the savings bank a reasonable fee  not  to
15        exceed   its   actual  cost  incurred.   A  savings  bank
16        providing information in accordance with this item  shall
17        not  be  liable to any account holder or other person for
18        any disclosure of information  to  a  State  agency,  for
19        encumbering  or  surrendering  any  assets  held  by  the
20        savings  bank  in response to a lien or order to withhold
21        and deliver issued by a State agency, or  for  any  other
22        action  taken pursuant to this item, including individual
23        or  mechanical  errors,  provided  the  action  does  not
24        constitute gross negligence or  willful  misconduct.    A
25        savings  bank shall have no obligation to hold, encumber,
26        or surrender assets until  it  has  been  served  with  a
27        subpoena,   summons,  warrant,  court  or  administrative
28        order, lien, or levy.
29             (13)  The   furnishing   of   information   to   law
30        enforcement authorities, the Illinois Department on Aging
31        and its regional administrative  and  provider  agencies,
32        the  Department  of  Human  Services  Office of Inspector
33        General,  or  public  guardians,  if  the  savings   bank
34        suspects  that  a  customer who is an elderly or disabled
 
HB2538 Enrolled             -122-              LRB9201093JScs
 1        person has been or may become  the  victim  of  financial
 2        exploitation.  For  the  purposes  of this item (13), the
 3        term: (i) "elderly person" means a person who  is  60  or
 4        more  years of age, (ii) "disabled person" means a person
 5        who has or reasonably appears to the savings bank to have
 6        a physical or mental disability that impairs his  or  her
 7        ability  to  seek  or  obtain  protection from or prevent
 8        financial    exploitation,    and    (iii)     "financial
 9        exploitation" means tortious or illegal use of the assets
10        or  resources  of  an  elderly  or  disabled  person, and
11        includes, without  limitation,  misappropriation  of  the
12        elderly or disabled person's assets or resources by undue
13        influence,     breach    of    fiduciary    relationship,
14        intimidation, fraud, deception, extortion, or the use  of
15        assets  or  resources  in  any  manner contrary to law. A
16        savings bank or person furnishing information pursuant to
17        this item (13) shall be entitled to the same  rights  and
18        protections  as a person furnishing information under the
19        Elder Abuse and Neglect Act  and  the  Illinois  Domestic
20        Violence Act of 1986.
21             (14)  The   disclosure   of   financial  records  or
22        information  as  necessary  to  effect,  administer,   or
23        enforce  a  transaction  requested  or  authorized by the
24        member or holder of capital, or in connection with:
25                  (A)  servicing  or   processing   a   financial
26             product  or  service  requested or authorized by the
27             member or holder of capital;
28                  (B)  maintaining or servicing an account  of  a
29             member  or  holder of capital with the savings bank;
30             or
31                  (C)  a proposed  or  actual  securitization  or
32             secondary  market sale (including sales of servicing
33             rights) related to a  transaction  of  a  member  or
34             holder of capital.
 
HB2538 Enrolled             -123-              LRB9201093JScs
 1             Nothing  in  this item (14), however, authorizes the
 2        sale of the financial records or information of a  member
 3        or holder of capital without the consent of the member or
 4        holder of capital.
 5             (15)  The exchange in the regular course of business
 6        of  information  between  a savings bank and any commonly
 7        owned affiliate of  the  savings  bank,  subject  to  the
 8        provisions  of the Financial Institutions Insurance Sales
 9        Law.
10             (16)  The  disclosure  of   financial   records   or
11        information  as  necessary  to protect against or prevent
12        actual or  potential  fraud,  unauthorized  transactions,
13        claims, or other liability.
14        (d)  A  savings  bank  may  not  disclose  to any person,
15    except to the  member  or  holder  of  capital  or  his  duly
16    authorized  agent,  any  financial  records  relating to that
17    member or shareholder of the savings bank unless:
18             (1)  the  member  or  shareholder   has   authorized
19        disclosure to the person; or
20             (2)  the financial records are disclosed in response
21        to  a  lawful  subpoena, summons, warrant, or court order
22        that meets the requirements of  subsection  (e)  of  this
23        Section.
24        (e)  A  savings  bank  shall  disclose  financial records
25    under subsection (d) of this Section  pursuant  to  a  lawful
26    subpoena,  summons,  warrant,  or  court order only after the
27    savings bank mails a copy of the subpoena, summons,  warrant,
28    or  court  order  to the person establishing the relationship
29    with the savings bank, if living, and otherwise, his personal
30    representative, if known, at his last known address by  first
31    class  mail,  postage  prepaid,  unless  the  savings bank is
32    specifically prohibited from notifying the person by order of
33    court.
34        (f)  Any officer  or  employee  of  a  savings  bank  who
 
HB2538 Enrolled             -124-              LRB9201093JScs
 1    knowingly   and  willfully  furnishes  financial  records  in
 2    violation of this Section is guilty  of  a  business  offense
 3    and, upon conviction, shall be fined not more than $1,000.
 4        (g)  Any  person  who  knowingly and willfully induces or
 5    attempts to induce any officer or employee of a savings  bank
 6    to disclose financial records in violation of this Section is
 7    guilty  of  a business offense and, upon conviction, shall be
 8    fined not more than $1,000.
 9        (h)  If any member or shareholder desires to  communicate
10    with  the  other  members or shareholders of the savings bank
11    with reference to any question pending or to be presented  at
12    an  annual  or  special  meeting, the savings bank shall give
13    that person, upon request, a  statement  of  the  approximate
14    number  of  members  or  shareholders entitled to vote at the
15    meeting and an estimate of the cost of preparing and  mailing
16    the  communication.   The  requesting member shall submit the
17    communication to the Commissioner who, upon finding it to  be
18    appropriate  and  truthful,  shall direct that it be prepared
19    and mailed to the members upon  the  requesting  member's  or
20    shareholder's  payment  or  adequate provision for payment of
21    the expenses of preparation and mailing.
22        (i)  A savings bank shall be reimbursed  for  costs  that
23    are  necessary  and  that  have  been  directly  incurred  in
24    searching  for,  reproducing,  or transporting books, papers,
25    records,  or  other  data  of  a  customer  required  to   be
26    reproduced  pursuant  to a lawful subpoena, warrant, or court
27    order.
28        (j)  Notwithstanding the provisions of  this  Section,  a
29    savings  bank  may  sell  or  otherwise  make use of lists of
30    customers'  names  and  addresses.   All  other   information
31    regarding  a customer's account are subject to the disclosure
32    provisions of this Section.  At the request of any  customer,
33    that  customer's  name  and address shall be deleted from any
34    list that is to be sold or used in any  other  manner  beyond
 
HB2538 Enrolled             -125-              LRB9201093JScs
 1    identification of the customer's accounts.
 2    (Source: P.A. 90-18, eff. 7-1-97; 91-929, eff. 12-15-00.)

 3        (205 ILCS 205/6013) (from Ch. 17, par. 7306-13)
 4        Sec. 6013. Loans to one borrower.
 5        (a)  Except  as  provided  in  subsection  (c), the total
 6    loans and extensions of credit, both direct and indirect,  by
 7    a  savings  bank  to  any  person,  other  than  a  municipal
 8    corporation for money borrowed, outstanding at one time shall
 9    not  exceed  20%  of  the  savings  bank's total capital plus
10    general loan loss reserves.
11        (b)  Except as provided  in  subsection  (c),  the  total
12    loans  and extensions of credit, both direct and indirect, by
13    a savings bank to any person outstanding at one time  and  at
14    least  100% secured by readily marketable collateral having a
15    market value, as  determined  by  reliable  and  continuously
16    available  price  quotations,  shall  not  exceed  10% of the
17    savings bank's total capital plus general loan loss reserves.
18    This limitation shall be separate from and in addition to the
19    limitation contained in subsection (a).
20        (c)  If the limit under subsection (a) or  (b)  on  total
21    loans  to  one borrower is less than $500,000, a savings bank
22    that meets its minimum capital requirement under this Act may
23    have loan and extensions of credit, both direct and indirect,
24    outstanding to any person at one time not to exceed $500,000.
25    With the  prior  written  approval  of  the  Commissioner,  a
26    savings  bank  that has capital in excess of 6% of assets may
27    make loans and extensions of credit to one borrower  for  the
28    development  of residential housing properties, located or to
29    be located in this State, not to exceed 30%  of  the  savings
30    bank's total capital plus general loan loss reserves.
31        (d)  For  purposes  of  this  Section,  the term "person"
32    shall be deemed to include an individual, firm,  corporation,
33    business  trust,  partnership,  trust,  estate,  association,
 
HB2538 Enrolled             -126-              LRB9201093JScs
 1    joint   venture,   pool,   syndicate,   sole  proprietorship,
 2    unincorporated association, any political subdivision, or any
 3    similar entity or organization.
 4        (e)  For  the  purposes  of  this  Section  any  loan  or
 5    extension of credit granted to one person,  the  proceeds  of
 6    which  are  used  for  the direct benefit of a second person,
 7    shall be deemed a loan or extension of credit to  the  second
 8    person  as  well as the first person.  In addition, a loan or
 9    extension of credit to one person shall be deemed a  loan  or
10    extension of credit to others when a common enterprise exists
11    between the first person and such other persons.
12        (f)  For   the   purposes  of  this  Section,  the  total
13    liabilities of a firm, partnership, pool, syndicate, or joint
14    venture shall include the liabilities of the members  of  the
15    entity.
16        (g)  For  the purposes of this Section, the term "readily
17    marketable collateral" means financial instruments or bullion
18    that are salable under ordinary circumstances with reasonable
19    promptness at  a  fair  market  value  on  an  auction  or  a
20    similarly   available   daily   bid-and-ask   price   market.
21    "Financial   instruments"   include   stocks,  bonds,  notes,
22    debentures traded on a national exchange or over the counter,
23    commercial  paper,  negotiable   certificates   of   deposit,
24    bankers'  acceptances,  and  shares in money market or mutual
25    funds.
26        (h)  Each   savings   bank   shall   institute   adequate
27    procedures  to  ensure  that  collateral  fully  secures  the
28    outstanding loan or extension of credit at all times.
29        (i)  If  collateral  values  fall  below  100%   of   the
30    outstanding  loan  or  extension of credit to the extent that
31    the loan or extension of credit no longer is  in  conformance
32    with  subsection  (b)  and  exceeds  the  20%  limitation  of
33    subsection  (a),  the  loan  must be brought into conformance
34    with  this  Section  within  5  business  days  except  where
 
HB2538 Enrolled             -127-              LRB9201093JScs
 1    judicial   proceedings   or   other   similar   extraordinary
 2    occurrences prevent the savings bank from taking action.
 3        (j)  This Section shall not apply to loans or  extensions
 4    of  credit to the United States of America or its agencies or
 5    this State or its agencies or to  any  loan,  investment,  or
 6    extension  of  credit  made  pursuant to Section 6003 of this
 7    Act.
 8        (k)  This Section does not apply to  the  obligations  as
 9    endorser,  whether with or without recourse, or as guarantor,
10    whether  conditional  or  unconditional,  of  negotiable   or
11    nonnegotiable   installment  consumer  paper  of  the  person
12    transferring the same if the bank's files or the knowledge of
13    its officers of the financial  condition  of  each  maker  of
14    those obligations is reasonably adequate and if an officer of
15    the  bank,  designated  for  that  purpose  by  the  board of
16    directors of the bank, certifies that the  responsibility  of
17    each maker of the obligations has been evaluated and that the
18    bank  is relying primarily upon each maker for the payment of
19    the obligations.  The certification shall be in  writing  and
20    shall be retained as part of the records of the bank.
21        (l)  The  Commissioner  may  prescribe rules to carry out
22    the purposes of this  Section  and  to  establish  limits  or
23    requirements  other  than those specified in this Section for
24    particular types of loans and extensions of credit.
25    (Source: P.A. 89-74, eff. 6-30-95; 90-665, eff. 7-30-98.)

26        (205 ILCS 205/8015) (from Ch. 17, par. 7308-15)
27        Sec. 8015.  Change in control.
28        (a)  Any person, whether acting directly or indirectly or
29    through or in concert with one or more  persons,  shall  give
30    the  Commissioner 60 days written notice of intent to acquire
31    control of 10% or more of a  savings  bank  or  savings  bank
32    affiliate  operating  under this Act.  The Commissioner shall
33    promulgate  rules  to  implement  this  provision   including
 
HB2538 Enrolled             -128-              LRB9201093JScs
 1    definitions,  application, procedures, standards for approval
 2    or disapproval.
 3        (b)  The Commissioner may examine the books  and  records
 4    of  any  person giving notice of intent to acquire control of
 5    10% or more of a savings bank operating under this Act.
 6        (c)  The  Commissioner  may  approve  or  disapprove   an
 7    application  for  change  of  control.   In  either case, the
 8    decision must be issued within 30 days of the filing  of  the
 9    initial  application or the date of receipt of any additional
10    information requested by the Commissioner that  is  necessary
11    for  his  decision  to  be  made.  The request for additional
12    information must be made within 20 days of the filing of  the
13    initial application.
14    (Source: P.A. 86-1213.)

15        (205 ILCS 205/9019 new)
16        Sec. 9019.  Reliance on the Commissioner.
17        (a)  The Commissioner may issue an opinion in response to
18    a specific request from a member of the public or the banking
19    or  thrift industry or on his own initiative. The opinion may
20    be in  the  form  of  an  interpretive  letter,  no-objection
21    letter, or other issuance the Commissioner deems appropriate.
22        (b)  If  the  Commissioner determines that the opinion is
23    useful for the general guidance  of  the  public  or  savings
24    banks,  the  Commissioner  may  disseminate  the  opinion  by
25    newsletter, via an electronic medium such as the internet, in
26    a  volume  of  statutes or related materials published by the
27    Commissioner  or  others,  or  by  other   means   reasonably
28    calculated  to  notify  persons  affected  by  the opinion. A
29    published  opinion  must  be   redacted   to   preserve   the
30    confidentiality of the requesting party unless the requesting
31    party consents to be identified in the published opinion.
32        (c)  No  savings  bank  or  other  person shall be liable
33    under this Act for any act done or omitted in good  faith  in
 
HB2538 Enrolled             -129-              LRB9201093JScs
 1    conformity  with  any rule, interpretation, or opinion issued
 2    by the Commissioner, notwithstanding that after  the  act  or
 3    omission  has  occurred, the rule, interpretation, or opinion
 4    upon which reliance  is  placed  is  amended,  rescinded,  or
 5    determined  by  judicial or other authority to be invalid for
 6    any reason.

 7        (205 ILCS 205/10001) (from Ch. 17, par. 7310-1)
 8        Sec. 10001.  Commissioner's authority to take custody and
 9    appoint a conservator or a receiver.
10        (a)  The  Commissioner,  in  his  discretion,  may   take
11    custody  of  and  appoint  a  conservator  for  the property,
12    liabilities, books, records, business, and  assets  of  every
13    kind  and  character  of  any  savings  bank  for  any of the
14    purposes hereinafter enumerated if it  appears  from  reports
15    made  to  the  Commissioner or from examination made by or on
16    behalf of the Commissioner:
17             (1)  That the savings bank has failed to produce  an
18        annual  audited  financial statement, after receiving one
19        extension from the Commissioner as permitted by this Act.
20             (2)  That the  savings  bank's  books  and  records,
21        after   at   least   2   consecutive   notices  from  the
22        Commissioner spanning at  least  2  consecutive  calendar
23        quarters,  are  in an inaccurate and incomplete condition
24        to the extent that the Commissioner  is  unable,  through
25        the   normal   supervisory   process,  to  determine  the
26        financial condition of the savings bank or the details or
27        purpose of any transaction that may materially affect the
28        savings bank's financial condition.
29             (3)  That the savings bank has failed or is about to
30        fail to meet its capital requirement  and  can  meet  its
31        requirements and restore its capital only with assistance
32        from its federal insurer.
33             (4)  That  the savings bank is insolvent in that its
 
HB2538 Enrolled             -130-              LRB9201093JScs
 1        assets are less than its obligations  to  its  creditors,
 2        including its depositors.
 3             (5)  That   the   savings   bank   has   experienced
 4        substantial dissipation of assets due to any violation of
 5        a law, regulation, or order of the Commissioner or due to
 6        any unsafe or unsound practice.
 7             (6)  That  there  is  a  likelihood that the savings
 8        bank will  not  be  able  to  meet  the  demands  of  its
 9        depositors or pay its obligations in the normal course of
10        business.
11             (7)  That  losses  have  occurred  or  are likely to
12        occur that have or will deplete all or substantially  all
13        of  the  savings  bank's  capital  and  that  there is no
14        reasonable prospect  for  replenishment  of  the  savings
15        bank's capital without federal assistance.
16             (8)  That   the   savings   bank  or  its  officers,
17        directors, or employees, or persons  in  control  of  the
18        savings   bank   are  violating  a  law,  regulation,  or
19        supervisory order of the Commissioner or  of  another  of
20        its financial regulators.
21             (9)  That  the  savings  bank  is  in  an  unsafe or
22        unsound  condition  likely  to  cause  insolvency  or   a
23        substantial  dissipation  of assets or earnings that will
24        weaken  the  condition  of  the  savings  bank  and  will
25        prejudice the interests of its depositors.
26             (10)  That the  directors,  officers,  trustees,  or
27        liquidators  have  neglected,  failed, or refused to take
28        any action that the Commissioner may deem  necessary  for
29        the  protection of the savings bank, including production
30        of  an  annual  audited  financial  statement  after   an
31        extension  was  granted,  have  continued to maintain the
32        savings bank's books and records  in  an  inaccurate  and
33        incomplete  condition  for 2 consecutive quarters after 2
34        notices  from  the  Commissioner,  or  have  impeded   or
 
HB2538 Enrolled             -131-              LRB9201093JScs
 1        obstructed an examination.
 2             (11)  That  the deposit accounts of the savings bank
 3        are impaired to the extent that the realizable  value  of
 4        its  assets  is insufficient to pay in full its creditors
 5        and  holders  of  its  deposit  accounts  or   meet   its
 6        obligations in the normal course of business; or that its
 7        capital stock is impaired.
 8             (12)  That  the  savings  bank is unable to continue
 9        operation.
10             (13)  That the  business  of  the  savings  bank  or
11        savings  bank  in  liquidation  is  being  conducted in a
12        fraudulent, illegal, or unsafe or unsound manner.
13             (14)  That the  officers,  employees,  trustees,  or
14        liquidators  have  continued  to assume duties or perform
15        acts without giving bond as required by the provisions of
16        this Act.
17        (b)  If  any  condition  exists  that  would   give   the
18    Commissioner   authority   to  take  custody  of  an  insured
19    depository institution, the action of the Commissioner may be
20    withheld pending a satisfactory resolution of  the  condition
21    as  suggested  by  the  insurance  corporation,  provided the
22    savings bank has sufficient liquidity  and  has  adopted  and
23    implemented  an  operating  plan  considered  prudent  by the
24    Commissioner.
25        (c)  No action or  inaction  of  the  Commissioner  taken
26    under  this  Article  shall  cause  the  Commissioner  to  be
27    personally  liable  for  that  action  or inaction unless the
28    Commissioner's action or inaction is found to be in violation
29    of a criminal statute.
30        (d)  The  Commissioner   shall   promulgate   rules   and
31    regulations  to  govern  the  determination  of  a need for a
32    conservator or receiver, the selection and appointment  of  a
33    conservator or receiver, and the conduct of a conservatorship
34    or  receivership,  including  allocation  of  the  payment of
 
HB2538 Enrolled             -132-              LRB9201093JScs
 1    costs.
 2        (e)  The proceedings pursuant to this  Article  shall  be
 3    the  exclusive  remedy  and,  except  for the Federal Deposit
 4    Insurance Corporation acting pursuant to the Federal  Deposit
 5    Insurance Act, shall be the only proceedings commenced in any
 6    court for the taking of custody, the dissolution, the winding
 7    up  of  the  affairs,  or the appointment of a receiver for a
 8    savings bank.
 9    (Source: P.A. 90-301, eff. 8-1-97.)

10        (205 ILCS 205/11003) (from Ch. 17, par. 7311-3)
11        Sec. 11003.  Removal and prohibition authority.
12        (a)  In  addition  to  other  provisions  of   this   Act
13    concerning  officers  and  directors,  the  Commissioner  may
14    remove or suspend  from any savings bank operating under this
15    Act  any  officer,  director, employee, or agent of a savings
16    bank, and the Commissioner may prohibit participation in  the
17    affairs  of  any  savings  bank  by  any  current, former, or
18    prospective  officer,  director,  employee,  or  agent  of  a
19    savings bank, if he finds that:
20             (1)  The  person  or  persons   have   directly   or
21        indirectly   violated   any  law,  regulation,  or  order
22        including orders, conditions, and agreements between  the
23        savings  bank and the Commissioner or between the savings
24        bank and its federal regulators.
25             (2)  The  person  or  persons  have  breached  their
26        fiduciary or professional responsibilities to the savings
27        bank.
28             (3)  The person or persons  have  similarly  behaved
29        towards  any  other  insured  depository  institution  or
30        otherwise  regulated entity or that the person or persons
31        are the subject of any final order issued by the  federal
32        insurer,  the  Office of the Comptroller of the Currency,
33        the Federal Reserve Board, a state financial institutions
 
HB2538 Enrolled             -133-              LRB9201093JScs
 1        regulator, the Securities and Exchange Commission, or  by
 2        a state or federal court of law.
 3        (b)  The   Commissioner  may serve upon a party a written
 4    notice of the Commissioner's intention to remove  or  suspend
 5    the  party from office in the savings bank or to prohibit any
 6    further participation in any  manner  by  the  party  in  the
 7    conduct   of  the  affairs  of  any  savings  bank  financial
 8    institution, if the Commissioner finds because of a violation
 9    of subsection (a) that:
10             (1)  Any  savings  bank,  other  insured  depository
11        institution, or other regulated entity  has  or  probably
12        will suffer financial loss or other damage.
13             (2)  The  interests  of savings bank's depositors or
14        other insured depository  institution's  depositors  have
15        been or could be prejudiced.
16             (3)  The  party has received financial gain or other
17        benefit by reason of the violation.
18             (4)  The  violation  or  breach  involves   personal
19        dishonesty  on  the  part  of  the  party or demonstrates
20        willful or continuing disregard  by  the  party  for  the
21        safety and soundness of the savings bank or other insured
22        depository institution.
23    (Source: P.A. 86-1213.)

24        (205 ILCS 205/11004) (from Ch. 17, par. 7311-4)
25        Sec. 11004. Industrywide prohibition.
26        (a)  Except   as   provided   in   regulations   of   the
27    Commissioner,  any  person  who has been removed or suspended
28    from office in a savings bank operating  under  this  Act  or
29    prohibited  from  participating in the conduct of the affairs
30    of a savings bank operating under this Act may not, while  an
31    order  is in effect, continue or begin to hold any office in,
32    or participate in any manner in the conduct of the affairs of
33    any savings bank regulated by the State of Illinois,  another
 
HB2538 Enrolled             -134-              LRB9201093JScs
 1    insured  depository  institution  regulated  by  the State of
 2    Illinois, or any other financial services entity regulated by
 3    the State of Illinois.
 4        (b)  Any violation of subsection (a) by any person who is
 5    subject to an order described in  that  subsection  shall  be
 6    treated as violation of the order.
 7    (Source: P.A. 86-1213.)

 8        (205 ILCS 205/11008) (from Ch. 17, par. 7311-8)
 9        Sec.   11008.  Unauthorized  participation  by  convicted
10    individual.
11        (a)  Except  with  the  prior  written  consent  of   the
12    Commissioner,  no  person  who  has  been  convicted  of  any
13    criminal  offense  involving  dishonesty or a breach of trust
14    may own or control directly or indirectly more than 0.001% of
15    the capital stock of, receive benefit directly or  indirectly
16    from,  or participate directly or indirectly in any manner in
17    the conduct of the affairs of a savings bank.
18        (b)  A savings bank may not  permit  participation  by  a
19    person described in subsection (a).
20        (c)  Whoever  knowingly violates subsection (a) or (b) is
21    guilty of a Class 3 felony and may be  fined  not  more  than
22    $10,000 for each day of violation.
23    (Source: P.A. 91-97, eff. 7-9-99.)

24        (205 ILCS 205/11012 rep.)
25        Section 27.  The Savings Bank Act is amended by repealing
26    Section 11012.

27        Section  28.  The Illinois Credit Union Act is amended by
28    changing Section 10 as follows:

29        (205 ILCS 305/10) (from Ch. 17, par. 4411)
30        Sec. 10.  Credit union records; member financial records.
 
HB2538 Enrolled             -135-              LRB9201093JScs
 1        (1)  A credit union shall establish and  maintain  books,
 2    records,  accounting  systems and procedures which accurately
 3    reflect its operations and which  enable  the  Department  to
 4    readily  ascertain the true financial condition of the credit
 5    union and whether it is complying with this Act.
 6        (2)  A photostatic or photographic  reproduction  of  any
 7    credit  union  records  shall  be  admissible  as evidence of
 8    transactions with the credit union.
 9        (3) (a)  For  the  purpose  of  this  Section,  the  term
10        "financial records" means any original, any copy, or  any
11        summary  of  (1)  a document granting signature authority
12        over an account, (2) a statement, ledger  card  or  other
13        record  on any account which shows each transaction in or
14        with respect to that account, (3) a check, draft or money
15        order drawn on a financial institution or other entity or
16        issued and payable by or through a financial  institution
17        or  other  entity,  or  (4)  any  other  item  containing
18        information pertaining to any relationship established in
19        the  ordinary  course  of business between a credit union
20        and its member, including financial statements  or  other
21        financial information provided by the member.
22             (b)  This Section does not prohibit:
23                  (1)  The  preparation, examination, handling or
24             maintenance of any financial records by any officer,
25             employee or agent of a credit union  having  custody
26             of  such records, or the examination of such records
27             by a certified public  accountant   engaged  by  the
28             credit union to perform an independent audit.;
29                  (2)  The  examination  of any financial records
30             by or the  furnishing  of  financial  records  by  a
31             credit  union  to  any officer, employee or agent of
32             the   Department,   the   National   Credit    Union
33             Administration, Federal Reserve board or any insurer
34             of  share accounts for use solely in the exercise of
 
HB2538 Enrolled             -136-              LRB9201093JScs
 1             his duties as an officer, employee or agent.;
 2                  (3)  The publication  of  data  furnished  from
 3             financial records relating to members where the data
 4             cannot  be  identified to any particular customer of
 5             account.;
 6                  (4)  The making of reports or returns  required
 7             under  Chapter  61  of  the Internal Revenue Code of
 8             1954.;
 9                  (5)  Furnishing  information   concerning   the
10             dishonor  of  any negotiable instrument permitted to
11             be disclosed under the Uniform Commercial Code.;
12                  (6)  The exchange  in  the  regular  course  of
13             business  of (i) credit information between a credit
14             union  and  other   credit   unions   or   financial
15             institutions  or commercial enterprises, directly or
16             through  a  consumer  reporting   agency   or   (ii)
17             financial   records   or  information  derived  from
18             financial records between a credit union  and  other
19             credit   unions   or   financial   institutions   or
20             commercial enterprises for the purpose of conducting
21             due  diligence pursuant to a merger or a purchase or
22             sale of assets or liabilities of the credit union.;
23                  (7)  The  furnishing  of  information  to   the
24             appropriate  law  enforcement  authorities where the
25             credit union reasonably believes  it  has  been  the
26             victim of a crime.;
27                  (8)  The  furnishing of information pursuant to
28             the Uniform Disposition of Unclaimed Property Act.;
29                  (9)  The furnishing of information pursuant  to
30             the  Illinois Income Tax Act and the Illinois Estate
31             and Generation-Skipping Transfer Tax Act.;
32                  (10)  The furnishing of information pursuant to
33             the  federal  "Currency  and  Foreign   Transactions
34             Reporting   Act",  Title  31,  United  States  Code,
 
HB2538 Enrolled             -137-              LRB9201093JScs
 1             Section 1051 et sequentia.; or
 2                  (11)  The furnishing of information pursuant to
 3             any  other  statute  which  by  its  terms   or   by
 4             regulations   promulgated  thereunder  requires  the
 5             disclosure  of  financial  records  other  than   by
 6             subpoena, summons, warrant or court order.
 7                  (12)  The    furnishing   of   information   in
 8             accordance with the federal Personal  Responsibility
 9             and Work Opportunity Reconciliation Act of 1996. Any
10             credit  union  governed by this Act shall enter into
11             an agreement for data exchanges with a State  agency
12             provided the State agency pays to the credit union a
13             reasonable   fee  not  to  exceed  its  actual  cost
14             incurred.  A credit union providing  information  in
15             accordance with this item shall not be liable to any
16             account holder or other person for any disclosure of
17             information  to  a  State agency, for encumbering or
18             surrendering any assets held by the credit union  in
19             response  to a lien or order to withhold and deliver
20             issued by a State agency, or for  any  other  action
21             taken pursuant to this item, including individual or
22             mechanical  errors,  provided  the  action  does not
23             constitute gross negligence or willful misconduct. A
24             credit union  shall  have  no  obligation  to  hold,
25             encumber,  or  surrender  assets  until  it has been
26             served with a subpoena, summons, warrant,  court  or
27             administrative order, lien, or levy.
28                  (13)  The  furnishing  of  information  to  law
29             enforcement  authorities, the Illinois Department on
30             Aging and its regional administrative  and  provider
31             agencies, the Department of Human Services Office of
32             Inspector  General,  or  public  guardians,  if  the
33             credit  union  suspects  that  a  member  who  is an
34             elderly or disabled person has been  or  may  become
 
HB2538 Enrolled             -138-              LRB9201093JScs
 1             the   victim  of  financial  exploitation.  For  the
 2             purposes of this item (13), the term:  (i)  "elderly
 3             person"  means  a  person who is 60 or more years of
 4             age, (ii) "disabled person" means a person  who  has
 5             or  reasonably appears to the credit union to have a
 6             physical or mental disability that  impairs  his  or
 7             her  ability  to  seek  or obtain protection from or
 8             prevent financial exploitation, and (iii) "financial
 9             exploitation" means tortious or illegal use  of  the
10             assets  or  resources  of  an  elderly  or  disabled
11             person,    and    includes,    without   limitation,
12             misappropriation of the elderly or disabled person's
13             assets or resources by undue  influence,  breach  of
14             fiduciary    relationship,    intimidation,   fraud,
15             deception,  extortion,  or  the  use  of  assets  or
16             resources in any manner contrary to  law.  A  credit
17             union  or  person furnishing information pursuant to
18             this item (13) shall be entitled to the same  rights
19             and  protections  as a person furnishing information
20             under the  Elder  Abuse  and  Neglect  Act  and  the
21             Illinois Domestic Violence Act of 1986.
22                  (14)  The  disclosure  of  financial records or
23             information as necessary to effect,  administer,  or
24             enforce a transaction requested or authorized by the
25             member, or in connection with:
26                       (A)  servicing  or  processing a financial
27                  product or service requested or  authorized  by
28                  the member;
29                       (B)  maintaining  or  servicing a member's
30                  account with the credit union; or
31                       (C)  a proposed or  actual  securitization
32                  or  secondary  market  sale (including sales of
33                  servicing rights) related to a transaction of a
34                  member.
 
HB2538 Enrolled             -139-              LRB9201093JScs
 1             Nothing in this item (14), however,  authorizes  the
 2        sale  of the financial records or information of a member
 3        without the consent of the member.
 4             (15)  The  disclosure  of   financial   records   or
 5        information  as  necessary  to protect against or prevent
 6        actual or  potential  fraud,  unauthorized  transactions,
 7        claims, or other liability.
 8        (c)  Except  as  otherwise provided by this Act, a credit
 9    union may not disclose to any person, except to the member or
10    his duly authorized agent, any financial records relating  to
11    that member of the credit union unless:
12             (1)  the  member  has  authorized  disclosure to the
13        person;
14             (2)  the financial records are disclosed in response
15        to a lawful subpoena, summons,  warrant  or  court  order
16        that  meets  the requirements of subparagraph (d) of this
17        Section; or
18             (3)  the credit union is attempting  to  collect  an
19        obligation  owed to the credit union and the credit union
20        complies  with  the  provisions  of  Section  2I  of  the
21        Consumer Fraud and Deceptive Business Practices Act.
22        (d)  A credit  union  shall  disclose  financial  records
23    under  subparagraph  (c)(2)  of  this  Section  pursuant to a
24    lawful subpoena, summons, warrant or court order  only  after
25    the  credit  union  mails  a  copy  of the subpoena, summons,
26    warrant  or  court  order  to  the  person  establishing  the
27    relationship with the credit union, if living, and  otherwise
28    his  personal  representative,  if  known,  at his last known
29    address by first  class  mail,  postage  prepaid  unless  the
30    credit  union  is  specifically prohibited from notifying the
31    person by order of court or by applicable  State  or  federal
32    law.  In  the  case  of a grand jury subpoena, a credit union
33    shall not mail a copy of a subpoena to any person pursuant to
34    this subsection if the subpoena was issued by  a  grand  jury
 
HB2538 Enrolled             -140-              LRB9201093JScs
 1    under  the  Statewide  Grand Jury Act or notifying the person
 2    would  constitute  a  violation  of  the  federal  Right   to
 3    Financial Privacy Act of 1978.
 4        (e) (1)  Any  officer  or  employee of a credit union who
 5        knowingly and wilfully  furnishes  financial  records  in
 6        violation of this Section is guilty of a business offense
 7        and  upon conviction thereof shall be fined not more than
 8        $1,000.
 9             (2)  Any person who knowingly and  wilfully  induces
10        or attempts to induce any officer or employee of a credit
11        union  to disclose financial records in violation of this
12        Section  is  guilty  of  a  business  offense  and   upon
13        conviction thereof shall be fined not more than $1,000.
14        (f)  A  credit  union shall be reimbursed for costs which
15    are  reasonably  necessary  and  which  have  been   directly
16    incurred in searching for, reproducing or transporting books,
17    papers,  records  or  other  data  of  a  member  required or
18    requested to be  produced  pursuant  to  a  lawful  subpoena,
19    summons, warrant or court order.  The Director may determine,
20    by  rule,  the rates and conditions under which payment shall
21    be made.  Delivery of  requested  documents  may  be  delayed
22    until final reimbursement of all costs is received.
23    (Source: P.A. 90-18, eff. 7-1-97; 91-929, eff. 12-15-00.)

24        Section  30.  The  Interest  Act  is  amended by changing
25    Sections 4 and 4a as follows:

26        (815 ILCS 205/4) (from Ch. 17, par. 6404)
27        Sec. 4.  General interest rate.
28        (1)  In all written contracts it shall be lawful for  the
29    parties  to stipulate or agree that 9% per annum, or any less
30    sum of interest, shall be taken and paid upon every  $100  of
31    money  loaned  or in any manner due and owing from any person
32    to any other person or corporation in this state,  and  after
 
HB2538 Enrolled             -141-              LRB9201093JScs
 1    that  rate  for  a  greater  or  less sum, or for a longer or
 2    shorter time, except as herein provided.
 3        The  maximum  rate  of  interest  that  may  lawfully  be
 4    contracted for is determined by the law applicable thereto at
 5    the  time  the  contract  is  made.   Any  provision  in  any
 6    contract, whether made before or after July  1,  1969,  which
 7    provides  for  or  purports  to  authorize, contingent upon a
 8    change in the Illinois law after the contract  is  made,  any
 9    rate  of interest greater than the maximum lawful rate at the
10    time the contract is made, is void.
11        It is  lawful  for  a  state  bank  or  a  branch  of  an
12    out-of-state bank, as those terms are defined in Section 2 of
13    the  Illinois  Banking  Act,  to  receive  or  to contract to
14    receive and collect interest and charges at any rate or rates
15    agreed upon by the bank or branch and  the  borrower.  It  is
16    lawful  for  a  savings bank chartered under the Savings Bank
17    Act or a savings association  chartered  under  the  Illinois
18    Savings  and  Loan  Act  of  1985  to  receive or contract to
19    receive and collect interest and charges at any  rate  agreed
20    upon  by  the  savings  bank  or  savings association and the
21    borrower.
22        It is lawful to receive or to  contract  to  receive  and
23    collect interest and charges as authorized by this Act and as
24    authorized  by  the  Consumer Installment Loan Act and by the
25    "Consumer Finance Act", approved July 10,  1935,  as  now  or
26    hereafter amended.  It is lawful to charge, contract for, and
27    receive  any  rate or amount of interest or compensation with
28    respect to the following transactions:
29             (a)  Any loan made to a corporation;
30             (b)  Advances of money, repayable on demand,  to  an
31        amount   not  less  than  $5,000,  which  are  made  upon
32        warehouse receipts,  bills  of  lading,  certificates  of
33        stock,  certificates of deposit, bills of exchange, bonds
34        or other negotiable  instruments  pledged  as  collateral
 
HB2538 Enrolled             -142-              LRB9201093JScs
 1        security for such repayment, if evidenced by a writing;
 2             (c)  Any  credit  transaction  between a merchandise
 3        wholesaler and retailer; any business loan to a  business
 4        association  or  copartnership  or to a person owning and
 5        operating a business as sole proprietor or to any persons
 6        owning and operating a business as joint venturers, joint
 7        tenants  or  tenants  in  common,  or  to   any   limited
 8        partnership,  or  to  any  trustee owning and operating a
 9        business  or  whose  beneficiaries  own  and  operate   a
10        business, except that any loan which is secured (1) by an
11        assignment  of  an  individual  obligor's  salary, wages,
12        commissions or other compensation for services, or (2) by
13        his household furniture  or  other  goods  used  for  his
14        personal,  family  or  household purposes shall be deemed
15        not to be a loan within the meaning of  this  subsection;
16        and   provided   further  that  a  loan  which  otherwise
17        qualifies as a business loan within the meaning  of  this
18        subsection  shall  not  be  deemed  as  not so qualifying
19        because of the inclusion, with other security  consisting
20        of  business  assets  of any such obligor, of real estate
21        occupied  by  an  individual  obligor   solely   as   his
22        residence.  The term "business" shall be deemed to mean a
23        commercial,  agricultural  or industrial enterprise which
24        is carried on for the purpose of  investment  or  profit,
25        but  shall  not  be  deemed  to  mean  the  ownership  or
26        maintenance  of  real  estate  occupied  by an individual
27        obligor solely as his residence;
28             (d)  Any loan made in accordance with the provisions
29        of Subchapter I of Chapter 13 of Title 12 of  the  United
30        States  Code,  which is designated as "Housing Renovation
31        and Modernization";
32             (e)  Any mortgage  loan  insured  or  upon  which  a
33        commitment to insure has been issued under the provisions
34        of  the  National  Housing Act, Chapter 13 of Title 12 of
 
HB2538 Enrolled             -143-              LRB9201093JScs
 1        the United States Code;
 2             (f)  Any mortgage loan guaranteed or  upon  which  a
 3        commitment   to   guaranty  has  been  issued  under  the
 4        provisions of the Veterans' Benefits Act,  Subchapter  II
 5        of Chapter 37 of Title 38 of the United States Code;
 6             (g)  Interest   charged   by   a  broker  or  dealer
 7        registered under the Securities Exchange Act of 1934,  as
 8        amended,  or registered under the Illinois Securities Law
 9        of 1953, approved July 13,  1953,  as  now  or  hereafter
10        amended,  on a debit balance in an account for a customer
11        if such debit balance is payable at will without  penalty
12        and  is  secured  by  securities  as  defined  in Uniform
13        Commercial Code-Investment Securities;
14             (h)  Any loan made by a participating bank  as  part
15        of  any  loan  guarantee program which provides for loans
16        and  for  the  refinancing  of  such  loans  to   medical
17        students,  interns and residents and which are guaranteed
18        by  the  American  Medical  Association   Education   and
19        Research Foundation;
20             (i)  Any   loan  made,  guaranteed,  or  insured  in
21        accordance with the provisions  of  the  Housing  Act  of
22        1949,  Subchapter  III  of  Chapter 8A of Title 42 of the
23        United States Code and the Consolidated  Farm  and  Rural
24        Development Act, Subchapters I, II, and III of Chapter 50
25        of Title 7 of the United States Code;
26             (j)  Any  loan  by an employee pension benefit plan,
27        as defined in Section 3 (2) of  the  Employee  Retirement
28        Income  Security  Act of 1974 (29 U.S.C.A. Sec. 1002), to
29        an individual participating in such plan,  provided  that
30        such  loan satisfies the prohibited transaction exemption
31        requirements of Section 408 (b)  (1)  (29  U.S.C.A.  Sec.
32        1108  (b) (1)) or Section 2003 (a) (26 U.S.C.A. Sec. 4975
33        (d) (1)) of the Employee Retirement Income  Security  Act
34        of 1974;
 
HB2538 Enrolled             -144-              LRB9201093JScs
 1             (k)  Written contracts, agreements or bonds for deed
 2        providing for installment purchase of real estate;
 3             (1)  Loans secured by a mortgage on real estate;
 4             (m)  Loans    made   by   a   sole   proprietorship,
 5        partnership, or corporation to an employee or to a person
 6        who  has   been   offered   employment   by   such   sole
 7        proprietorship,  partnership, or corporation made for the
 8        sole purpose of transferring an employee  or  person  who
 9        has  been offered employment to another office maintained
10        and   operated   by   the   same   sole   proprietorship,
11        partnership, or corporation;
12             (n)  Loans to or for the benefit of students made by
13        an institution of higher education.
14        (2)  Except for loans described in subparagraph (a), (c),
15    (d), (e), (f) or (i) of subsection (1) of this  Section,  and
16    except  to the extent permitted by the applicable statute for
17    loans made pursuant to Section 4a or pursuant to the Consumer
18    Installment Loan Act:
19             (a)  Whenever the rate of interest  exceeds  8%  per
20        annum on any written contract, agreement or bond for deed
21        providing  for  the  installment  purchase of residential
22        real estate, or on any loan  secured  by  a  mortgage  on
23        residential  real estate, it shall be unlawful to provide
24        for a prepayment penalty or other charge for prepayment.
25             (b)  No  agreement,   note   or   other   instrument
26        evidencing  a  loan  secured by a mortgage on residential
27        real estate, or written contract, agreement or  bond  for
28        deed   providing   for   the   installment   purchase  of
29        residential real estate, may provide for  any  change  in
30        the  contract  rate  of interest during the term thereof.
31        However, if the Congress of  the  United  States  or  any
32        federal  agency  authorizes any class of lender to enter,
33        within limitations, into mortgage  contracts  or  written
34        contracts, agreements or bonds for deed in which the rate
 
HB2538 Enrolled             -145-              LRB9201093JScs
 1        of  interest  may  be  changed  during  the  term  of the
 2        contract, any person, firm, corporation or  other  entity
 3        not  otherwise  prohibited  from  entering  into mortgage
 4        contracts or written contracts, agreements or  bonds  for
 5        deed  in  Illinois  may  enter into mortgage contracts or
 6        written contracts, agreements or bonds for deed in  which
 7        the  rate  of  interest may be changed during the term of
 8        the contract, within the same limitations.
 9        (3)  In any contract  or  loan  which  is  secured  by  a
10    mortgage,  deed  of  trust,  or conveyance in the nature of a
11    mortgage, on residential real estate, the interest  which  is
12    computed,  calculated, charged, or collected pursuant to such
13    contract or loan, or  pursuant  to  any  regulation  or  rule
14    promulgated  pursuant  to  this  Act,  may  not  be computed,
15    calculated, charged or  collected  for  any  period  of  time
16    occurring  after  the  date  on which the total indebtedness,
17    with the exception of late  payment  penalties,  is  paid  in
18    full.
19        For purposes of this Section, a prepayment shall mean the
20    payment of the total indebtedness, with the exception of late
21    payment  penalties if incurred or charged, on any date before
22    the date specified in the contract or loan agreement on which
23    the total indebtedness shall be paid in full, or  before  the
24    date  on  which all payments, if timely made, shall have been
25    made.  In the event of a prepayment of the indebtedness which
26    is made on a date after the date on  which  interest  on  the
27    indebtedness  was  last  computed,  calculated,  charged,  or
28    collected  but  before the next date on which interest on the
29    indebtedness was to  be  calculated,  computed,  charged,  or
30    collected,  the  lender  may  calculate,  charge  and collect
31    interest on the indebtedness for  the  period  which  elapsed
32    between the date on which the prepayment is made and the date
33    on  which  interest  on  the  indebtedness was last computed,
34    calculated, charged or collected at a rate equal to 1/360  of
 
HB2538 Enrolled             -146-              LRB9201093JScs
 1    the  annual  rate  for  each day which so elapsed, which rate
 2    shall be applied to the indebtedness outstanding  as  of  the
 3    date  of prepayment.  The lender shall refund to the borrower
 4    any interest charged or collected which  exceeds  that  which
 5    the  lender  may  charge or collect pursuant to the preceding
 6    sentence. The provisions of this amendatory Act of 1985 shall
 7    apply only to contracts or loans entered into on or after the
 8    effective date of this amendatory Act, but shall not apply to
 9    contracts or loans entered into on or after  that  date  that
10    are   subject  to  Section  4a  of  this  Act,  the  Consumer
11    Installment Loan Act, or the Retail Installment Sales Act, or
12    that provide  for  the  refund  of  precomputed  interest  on
13    prepayment in the manner provided by such Act.
14    (Source: P.A. 89-208, eff. 9-29-95.)

15        (815 ILCS 205/4a) (from Ch. 17, par. 6410)
16        Sec. 4a.  Installment loan rate.
17        (a)  On  money  loaned to or in any manner owing from any
18    person, whether secured or unsecured, except where the  money
19    loaned  or  in any manner owing is directly or indirectly for
20    the purchase price of real estate or an interest therein  and
21    is  secured  by  a lien on or retention of title to that real
22    estate or interest  therein,  to  an  amount  not  more  than
23    $25,000  (excluding interest) which is evidenced by a written
24    instrument providing for the payment thereof  in  2  or  more
25    periodic  installments  over  a  period  of not more than 181
26    months  from  the  date  of  the  execution  of  the  written
27    instrument, it is lawful to receive or to contract to receive
28    and collect either:
29             (i)  interest in an amount  equivalent  to  interest
30        computed  at  a  rate  not  exceeding  9% per year on the
31        entire principal amount of the money  loaned  or  in  any
32        manner  owing  for the period from the date of the making
33        of the loan or the incurring of the  obligation  for  the
 
HB2538 Enrolled             -147-              LRB9201093JScs
 1        amount  owing  evidenced  by the written instrument until
 2        the date of the maturity of the last installment thereof,
 3        and to add that amount to  the  principal,   except  that
 4        there shall be no limit on the rate of interest which may
 5        be received or contracted to be received and collected by
 6        (1)  any  bank that has its main office or, after May 31,
 7        1997, a branch in this State;  (2)  a  savings  and  loan
 8        association chartered under the Illinois Savings and Loan
 9        Act  of  1985, a savings bank chartered under the Savings
10        Bank Act,  or a  federal  savings  and  loan  association
11        established  under  the  laws  of  the  United States and
12        having its main office in this State; or (3)  any  lender
13        licensed  under  either  the  Consumer Finance Act or the
14        Consumer Installment Loan Act, but in any case  in  which
15        interest  is received, contracted for or collected on the
16        basis of this clause (i), the debtor may satisfy in  full
17        at  any  time  before  maturity the debt evidenced by the
18        written instrument, and in so satisfying must  receive  a
19        refund  credit against the total amount of interest added
20        to the principal computed in the  manner  provided  under
21        Section 15(f)(3) of the Consumer Installment Loan Act for
22        refunds  or  credits of applicable interest on payment in
23        full of precomputed loans before  the  final  installment
24        due date; or
25             (ii)  interest accrued on the principal balance from
26        time to time remaining unpaid, from the date of making of
27        the  loan  or the incurring of the obligation to the date
28        of the payment of  the  debt  in  full,  at  a  rate  not
29        exceeding  the  annual  percentage rate equivalent of the
30        rate permitted to be charged under clause (i) above,  but
31        in any such case the debtor may, provided that the debtor
32        shall  have  paid  in full all interest and other charges
33        accrued to  the  date  of  such  prepayment,  prepay  the
34        principal  balance  in  full  or in part at any time, and
 
HB2538 Enrolled             -148-              LRB9201093JScs
 1        interest shall, upon any such prepayment, cease to accrue
 2        on the principal amount which has been prepaid.
 3        (b)  Whenever the principal amount of an installment loan
 4    is $300 or more and the repayment period is 6 months or more,
 5    a minimum charge of $15 may be collected instead of interest,
 6    but only one minimum charge may be collected  from  the  same
 7    person during one year. When the principal amount of the loan
 8    (excluding  interest) is $800 or less, the lender or creditor
 9    may contract for and receive a service charge not  to  exceed
10    $5  in  addition  to interest; and that service charge may be
11    collected when the loan is made, but only one service  charge
12    may  be  contracted for, received, or collected from the same
13    person during one year.
14        (c)  Credit life insurance and credit accident and health
15    insurance, and any charge therefor which is deducted from the
16    loan or paid by the obligor, must comply with Article IX  1/2
17    of the Illinois Insurance Code and all lawful requirements of
18    the  Director  of Insurance related thereto. When there are 2
19    or more obligors on the loan contract, only  one  charge  for
20    credit   life   insurance  and  credit  accident  and  health
21    insurance may be made and only one of  the  obligors  may  be
22    required  to  be  insured.  Insurance  obtained  from,  by or
23    through the lender or creditor must be  in  effect  when  the
24    loan  is  transacted.  The purchase of that insurance from an
25    agent, broker or insurer specified by the lender or  creditor
26    may not be a condition precedent to the granting of the loan.
27        (d)  The  lender  or  creditor may require the obligor to
28    provide property insurance on security other  than  household
29    goods, furniture and personal effects. The amount and term of
30    the  insurance  must  be reasonable in relation to the amount
31    and term of the loan contract and the type and value  of  the
32    security,  and  the  insurance must be procured in accordance
33    with the insurance laws of this State. The purchase  of  that
34    insurance  from  an agent, broker or insurer specified by the
 
HB2538 Enrolled             -149-              LRB9201093JScs
 1    lender or creditor may not be a condition  precedent  to  the
 2    granting of the loan.
 3        (e)  The   lender   or  creditor  may,  if  the  contract
 4    provides, collect a delinquency and collection charge on each
 5    installment in default for a period of not less than 10  days
 6    in   an  amount  not  exceeding  5%  of  the  installment  on
 7    installments in excess of $200 or $10 on installments of $200
 8    or less, but only one delinquency and collection  charge  may
 9    be  collected  on  any  installment  regardless of the period
10    during which it remains in default. In addition, the contract
11    may provide for the payment by  the  borrower  or  debtor  of
12    attorney's  fees  incurred  by  the  lender  or creditor. The
13    lender or creditor may enforce such a provision to the extent
14    of the reasonable attorney's fees  incurred  by  him  in  the
15    collection  or  enforcement  of  the  contract or obligation.
16    Whenever interest is contracted for or  received  under  this
17    Section,  no  amount in addition to the charges authorized by
18    this  Section  may  be  directly   or   indirectly   charged,
19    contracted  for  or  received,  except  lawful fees paid to a
20    public officer or agency to record, file or release security,
21    and  except  costs  and  disbursements  including  reasonable
22    attorney's fees, incurred in legal proceedings to  collect  a
23    loan  or to realize on a security after default. This Section
24    does not prohibit the receipt of any commission, dividend  or
25    other  benefit  by  the creditor or an employee, affiliate or
26    associate of the creditor from the  insurance  authorized  by
27    this Section.
28        (f)  When  interest  is  contracted for or received under
29    this Section, the lender must disclose the following items to
30    the obligor  in  a  written  statement  before  the  loan  is
31    consummated:
32             (1)  the amount and date of the loan contract;
33             (2)  the  amount  of  loan  credit  using  the  term
34        "amount financed";
 
HB2538 Enrolled             -150-              LRB9201093JScs
 1             (3)  every  deduction  from  the  amount financed or
 2        payment made by the obligor for insurance and the type of
 3        insurance for which each deduction or payment was made;
 4             (4)  every other deduction from the loan or  payment
 5        made  by  the  obligor  in  connection with obtaining the
 6        loan;
 7             (5)  the date on which the finance charge begins  to
 8        accrue if different from the date of the transaction;
 9             (6)  the  total  amount  of  the loan charge for the
10        scheduled term of the loan contract with a description of
11        each amount included using the term "finance charge";
12             (7)  the  finance  charge  expressed  as  an  annual
13        percentage rate using the term "annual percentage  rate".
14        "Annual   percentage   rate"  means  the  nominal  annual
15        percentage  rate  of   finance   charge   determined   in
16        accordance  with the actuarial method of computation with
17        an accuracy at least to the nearest 1/4 of 1%; or at  the
18        option  of the lender by application of the United States
19        rule so that it may be  disclosed  with  an  accuracy  at
20        least to the nearest 1/4 of 1%;
21             (8)  the  number, amount and due dates or periods of
22        payments scheduled to repay the loan and the sum of  such
23        payments using the term "total of payments";
24             (9)  the  amount,  or method of computing the amount
25        of any default, delinquency or similar charges payable in
26        the event of late payments;
27             (10)  the right of the obligor to  prepay  the  loan
28        and  the fact that such prepayment will reduce the charge
29        for the loan;
30             (11)  a description or identification of the type of
31        any security interest held or to be retained or  acquired
32        by  the  lender  in  connection with the loan and a clear
33        identification of the  property  to  which  the  security
34        interest  relates.  If  after-acquired  property  will be
 
HB2538 Enrolled             -151-              LRB9201093JScs
 1        subject to the security interest, or if other  or  future
 2        indebtedness  is  or may be secured by any such property,
 3        this fact shall be clearly set forth in conjunction  with
 4        the description or identification of the type of security
 5        interest held, retained or acquired;
 6             (12)  a  description  of any penalty charge that may
 7        be imposed by the lender for prepayment of the  principal
 8        of  the  obligation  with an explanation of the method of
 9        computation of such  penalty  and  the  conditions  under
10        which it may be imposed;
11             (13)  unless  the  contract provides for the accrual
12        and payment of the finance charge on the balance  of  the
13        amount  financed  from  time to time remaining unpaid, an
14        identification of the method of  computing  any  unearned
15        portion  of the finance charge in the event of prepayment
16        of the loan.
17        The terms "finance charge" and "annual  percentage  rate"
18    shall  be  printed  more conspicuously than other terminology
19    required by this Section.
20        (g)  At the time disclosures are made, the  lender  shall
21    deliver  to  the  obligor  a  duplicate  of the instrument or
22    statement by which the required disclosures are made  and  on
23    which  the  lender  and  obligor  are  identified  and  their
24    addresses  stated.  All  of  the  disclosures  shall  be made
25    clearly, conspicuously and in meaningful  sequence  and  made
26    together on either:
27             (i)  the  note  or  other  instrument evidencing the
28        obligation on the same side of  the  page  and  above  or
29        adjacent  to  the  place  for  the  obligor's  signature;
30        however,  where  a creditor elects to combine disclosures
31        with the contract, security agreement, and evidence of  a
32        transaction   in   a  single  document,  the  disclosures
33        required under this Section shall be made on the face  of
34        the  document,  on  the  reverse  side, or on both sides,
 
HB2538 Enrolled             -152-              LRB9201093JScs
 1        provided that the amount of the finance  charge  and  the
 2        annual  percentage  rate  shall appear on the face of the
 3        document, and, if the reverse side is used, the  printing
 4        on  both sides of the document shall be equally clear and
 5        conspicuous, both  sides  shall  contain  the  statement,
 6        "NOTICE:  See  other side for important information", and
 7        the place for the customer's signature shall be  provided
 8        following the full content of the document; or
 9             (ii)  one   side   of  a  separate  statement  which
10        identifies the transaction.
11        The amount of the finance charge shall be  determined  as
12    the sum of all charges, payable directly or indirectly by the
13    obligor  and  imposed directly or indirectly by the lender as
14    an incident to or as a condition to the extension of  credit,
15    whether  paid  or payable by the obligor, any other person on
16    behalf of the obligor, to the lender or  to  a  third  party,
17    including any of the following types of charges:
18             (1)  Interest,  time  price  differential,  and  any
19        amount  payable  under  a  discount  or  other  system of
20        additional charges.
21             (2)  Service,  transaction,  activity,  or  carrying
22        charge.
23             (3)  Loan fee,  points,  finder's  fee,  or  similar
24        charge.
25             (4)  Fee  for an appraisal, investigation, or credit
26        report.
27             (5)  Charges or premiums for credit life,  accident,
28        health,   or   loss   of  income  insurance,  written  in
29        connection with any credit  transaction  unless  (a)  the
30        insurance coverage is not required by the lender and this
31        fact is clearly and conspicuously disclosed in writing to
32        the  obligor; and (b) any obligor desiring such insurance
33        coverage  gives  specific  dated  and  separately  signed
34        affirmative  written  indication  of  such  desire  after
 
HB2538 Enrolled             -153-              LRB9201093JScs
 1        receiving written disclosure to him of the cost  of  such
 2        insurance.
 3             (6)  Charges  or  premiums for insurance, written in
 4        connection with any credit transaction, against  loss  of
 5        or damage to property or against liability arising out of
 6        the  ownership  or  use  of  property,  unless  a  clear,
 7        conspicuous,   and   specific  statement  in  writing  is
 8        furnished by the lender to the obligor setting forth  the
 9        cost  of  the  insurance  if obtained from or through the
10        lender and stating that the obligor may choose the person
11        through which the insurance is to be obtained.
12             (7)  Premium  or  other  charges   for   any   other
13        guarantee  or insurance protecting the lender against the
14        obligor's default or other credit loss.
15             (8)  Any charge imposed by  a  lender  upon  another
16        lender  for  purchasing  or accepting an obligation of an
17        obligor if the obligor is required to  pay  any  part  of
18        that charge in cash, as an addition to the obligation, or
19        as a deduction from the proceeds of the obligation.
20        A  late  payment,  delinquency, default, reinstatement or
21    other such charge is not a  finance  charge  if  imposed  for
22    actual  unanticipated  late  payment, delinquency, default or
23    other occurrence.
24        (h)  Advertising for loans transacted under this  Section
25    may not be false, misleading, or deceptive. That advertising,
26    if  it  states  a rate or amount of interest, must state that
27    rate as an annual percentage rate  of  interest  charged.  In
28    addition,  if  charges  other  than  for interest are made in
29    connection with those loans, those charges must be separately
30    stated. No advertising may indicate or imply that  the  rates
31    or   charges   for   loans  are  in  any  way  "recommended",
32    "approved", "set" or "established" by the State government or
33    by this Act.
34        (i)  A lender or creditor who complies with  the  federal
 
HB2538 Enrolled             -154-              LRB9201093JScs
 1    Truth in Lending Act, amendments thereto, and any regulations
 2    issued  or which may be issued thereunder, shall be deemed to
 3    be in compliance with the provisions of subsections (f),  (g)
 4    and (h) of this Section.
 5    (Source: P.A. 89-208, eff. 9-29-95; 90-437, eff. 1-1-98.)

 6        Section  35.  The  Banking  Emergencies Act is amended by
 7    changing Sections 1 and 2 as follows:

 8        (205 ILCS 610/1) (from Ch. 17, par. 1001)
 9        Sec. 1. Definitions. A.  As used in this Act, unless  the
10    context otherwise requires:
11        (1)  "Commissioner"  means  the  officer  of  this  State
12    designated  by  law  to  exercise  supervision over banks and
13    trust companies, and any  other  person  lawfully  exercising
14    such powers.
15        (2)  "Bank"  includes  commercial  banks, trust companies
16    and any branch thereof lawfully carrying on the  business  of
17    banking and, to the extent that the provisions hereof are not
18    inconsistent  with and do not infringe upon paramount Federal
19    law, also includes national banks.
20        (3)  "Officers" means the person or persons designated by
21    the board of directors, to act for the bank in  carrying  out
22    the  provisions  of  this  Act or, in the absence of any such
23    designation or of the officer or officers so designated,  the
24    president  or  any  other  officer currently in charge of the
25    bank or of the office or offices in question.
26        (4)  "Office" means any place at which a  bank  transacts
27    its business or conducts operations related to its business.
28        (5)  "Emergency"  means any condition or occurrence which
29    may interfere physically with the conduct of normal  business
30    operations at one or more or all of the offices of a bank, or
31    which  poses  an imminent or existing threat to the safety or
32    security of persons or property, or both at one  or  more  or
 
HB2538 Enrolled             -155-              LRB9201093JScs
 1    all of the offices of a bank.
 2        Without  limiting  the  generality  of  the foregoing, an
 3    emergency may arise as a result of any one  or  more  of  the
 4    following:  natural  disasters; civil strife; power failures;
 5    computer failures; interruption of communication  facilities;
 6    robbery or attempted robbery.
 7    (Source: P.A. 85-204.)

 8        (205 ILCS 610/2) (from Ch. 17, par. 1002)
 9        Sec.  2. Power of Commissioner. Whenever the Commissioner
10    is notified by any officer of a bank or by  any  other  means
11    becomes  aware  that an emergency exists, or is impending, in
12    the county or municipality or any part thereof,  he  may,  by
13    proclamation,  authorize  all  banks in the State of Illinois
14    located in the affected area or areas to close any or all  of
15    their  offices,  or  if  only  a  bank  or  banks, or offices
16    thereof, in a particular  area  or  areas  of  the  State  of
17    Illinois   are   affected   by  the  emergency  or  impending
18    emergency, the Commissioner may authorize only  the  affected
19    bank,  banks,  or  offices  thereof, to close.  The office or
20    offices so closed may remain closed  until  the  Commissioner
21    declares,  by  further  proclamation,  that  the emergency or
22    impending emergency has ended.  The  Commissioner  during  an
23    emergency  or  while  an  impending  emergency  exists, which
24    affects, or may affect, a particular  bank  or  banks,  or  a
25    particular  office  or offices thereof, but not banks located
26    in the area generally of the said county or municipality, may
27    authorize the particular bank or banks, or office or  offices
28    so  affected, to close. The office or offices so closed shall
29    remain closed until the Commissioner is notified  by  a  bank
30    officer  of the closed bank that the emergency has ended. The
31    Commissioner shall notify, at such time, the officers of  the
32    bank  that  one or more offices, heretofore closed because of
33    the emergency, should reopen and, in either event,  for  such
 
HB2538 Enrolled             -156-              LRB9201093JScs
 1    further  time  thereafter  as  may  reasonably be required to
 2    reopen.
 3    (Source: P.A. 77-1782.)

 4        Section 40.  The Corporate Fiduciary Act  is  amended  by
 5    changing Sections 1-8, 3-1, 3-2, 4-3, 4-4, 4-5, 5-3, 5-6, and
 6    6-2 and adding Article 4A as follows:

 7        (205 ILCS 620/1-8) (from Ch. 17, par. 1551-8)
 8        Sec.  1-8.  Change  of  name  or  location.   A corporate
 9    fiduciary holding a certificate of authority issued  pursuant
10    to this Act must notify and receive written approval from the
11    Commissioner   before  changing  its  name  or  changing  the
12    location  of  its  corporate   headquarters.    A   corporate
13    fiduciary which is a State bank chartered by the Commissioner
14    and  which  accomplishes  a change of name in compliance with
15    Section 13 of  the  Illinois  Banking  Act  or  a  change  of
16    location  in  compliance  with  Section 13 17 of the Illinois
17    Banking Act, as now or hereafter amended, shall be deemed  to
18    have complied with this Section 1-8.
19    (Source: P.A. 90-301, eff. 8-1-97.)

20        (205 ILCS 620/3-1) (from Ch. 17, par. 1553-1)
21        Sec.  3-1.  Merger.   The  merger procedure required of a
22    trust company where there is to be a resulting trust  company
23    by consolidation or merger shall be:
24        (1)  The  board  of directors of each party to the merger
25    merging trust company shall, by  a  majority  of  the  entire
26    board, approve a merger agreement which shall contain:
27             (a)  The  name  of  each party to the merger merging
28        trust company and its location and a list of each merging
29        party's trust company's stockholders as of  the  date  of
30        the merger agreement;
31             (b)  With respect to the resulting trust company (i)
 
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 1        its  name  and  place  of  business;  (ii)  the amount of
 2        capital, surplus  and  reserve  for  operating  expenses;
 3        (iii)  the  classes and the number of shares of stock and
 4        the par value of each share; (iv) the designation of  the
 5        continuing  trust  company and the charter which is to be
 6        the charter of the resulting trust company, together with
 7        the amendments to  the  continuing  charter  and  to  the
 8        continuing   by-laws;   and   (v)  a  detailed  financial
 9        statement showing the assets and  liabilities  after  the
10        proposed merger or consolidation;
11             (c)  Provisions   stating   the  method,  terms  and
12        conditions of carrying the merger into effect,  including
13        the  manner  of  converting  the  shares  of  the merging
14        parties trust companies into the cash, shares of stock or
15        other securities of any corporation or other property, or
16        any combination of the foregoing, stated  in  the  merger
17        agreement  as  to be received by the stockholders of each
18        merging party trust company;
19             (d)  A statement that the agreement  is  subject  to
20        approval  by  the Commissioner and by the stockholders of
21        each party to the merger merging trust company  and  that
22        whether  approved  or  disapproved,  the  parties  to the
23        merger   merging   trust   companies   will    pay    the
24        Commissioner's expenses of examination;
25             (e)  Provisions governing the manner of disposing of
26        the  shares  of  the resulting trust company not taken by
27        the dissenting stockholders of the parties to the  merger
28        merging trust companies; and
29             (f)  Such  other  provisions as the Commissioner may
30        reasonably require to enable him to discharge his  duties
31        with respect to the merger.
32        (2)  After  approval  by  the  board of directors of each
33    party to the merger trust company, the merger agreement shall
34    be submitted to the Commissioner for approval, together  with
 
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 1    certified copies of the authorizing resolutions of each board
 2    of  directors  showing  approval  by a majority of the entire
 3    board of each party to the merger trust company.
 4        (3)  After receipt by  the  Commissioner  of  the  papers
 5    specified  in  paragraph  (2), he shall approve or disapprove
 6    the merger agreement.  The Commissioner shall not approve the
 7    merger agreement unless he shall be of the opinion and  shall
 8    find:
 9             (a)  That  the  resulting  trust  company  meets the
10        requirements of this Act for the formation of a new trust
11        company  at  the  proposed  place  of  business  of   the
12        resulting trust company;
13             (b)  That  the  same matters exist in respect of the
14        resulting trust company which would  have  been  required
15        under  Section  2-6 of this Act for the organization of a
16        new trust company.
17        If the Commissioner disapproves an  agreement,  he  shall
18    state his objection and give an opportunity to the parties to
19    the  merger  merging  trust  companies  to  amend  the merger
20    agreement to obviate such objections.
21    (Source: P.A. 88-408.)

22        (205 ILCS 620/3-2) (from Ch. 17, par. 1553-2)
23        Sec. 3-2.  Change in control.
24        (a)  Before a  change  may  occur  in  the  ownership  of
25    outstanding  stock  or  membership  interests  of  any  trust
26    company  whether  by  sale  and  purchase,  gift,  bequest or
27    inheritance, or any other means, which will result in control
28    or a change in the control of the trust company or  before  a
29    change  in the control of a holding company having control of
30    the outstanding stock or  membership  interests  of  a  trust
31    company  whether  by  sale  and  purchase,  gift,  bequest or
32    inheritance, or any other means, which will result in control
33    or a change in  control  of  the  trust  company  or  holding
 
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 1    company, the Commissioner shall be of the opinion and find:
 2             (1)  that  the  general  character  of  its proposed
 3        management, after the change in control, is  such  as  to
 4        assure  reasonable promise of competent, successful, safe
 5        and sound operation;
 6             (2)  that the future earnings prospects,  after  the
 7        proposed change in control, are favorable; and
 8             (3)  that  the prior business affairs of the persons
 9        proposing to obtain control or by the proposed management
10        personnel,  whether  as  stockholder,  director,  member,
11        officer, or customer, were conducted in  a  safe,  sound,
12        and lawful manner.
13        (b)  Persons  desiring to purchase control of an existing
14    trust company and persons obtaining control by gift,  bequest
15    or  inheritance,  or  any  other  means  shall  submit to the
16    Commissioner:
17             (1)  A statement of financial worth; and
18             (2)  Satisfactory evidence that the  prior  business
19        affairs  of  the  persons  and  the  proposed  management
20        personnel,  whether as stockholder, director, officer, or
21        customer, were conducted in a  safe,  sound,  and  lawful
22        manner.
23        As  used  in  this  Section, the term "control" means the
24    ownership of such amount of stock or membership interests  or
25    ability  to  direct  the  voting  of such stock or membership
26    interests as to give power to, directly or indirectly, direct
27    or cause the direction of the management or policies  of  the
28    trust  company.   A  change in ownership of stock which would
29    result in direct or indirect ownership by  a  stockholder  or
30    member,  an  affiliated group of stockholders or members or a
31    holding company of less than 10% of the outstanding stock  or
32    membership  interests  shall  not  be  considered a change of
33    control.  A  change  in  ownership  of  stock  or  membership
34    interests  which would result in direct or indirect ownership
 
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 1    by  a  stockholder  or  member,  an   affiliated   group   of
 2    stockholders  or  members or a holding company of 20% or such
 3    lesser amount which would  entitle  the  holder  by  applying
 4    cumulative  voting to elect one director shall be presumed to
 5    constitute a change of control for purposes of this  Section.
 6    If there is any doubt as to whether a change in the ownership
 7    or  control  of the outstanding stock or membership interests
 8    is sufficient to result in obtaining control  thereof  or  to
 9    effect  a  change in the control thereof, such doubt shall be
10    resolved in favor of reporting the facts to the Commissioner.
11        (c)  Whenever a bank makes a loan or loans,  secured,  or
12    to  be  secured, by 25% or more of the outstanding stock of a
13    trust company, the president or other chief executive officer
14    of the lending bank shall promptly report such  fact  to  the
15    Commissioner  upon obtaining knowledge of such loan or loans,
16    except that no report need be made in those cases  where  the
17    borrower  has  been  the  owner  of record of the stock for a
18    period of one year or  more,  or  the  stock  is  that  of  a
19    newly-organized trust company prior to its opening.
20        (d)  (1)  Before  a  purchase  of  substantially  all the
21    assets and an assumption of substantially all the liabilities
22    of a trust company or before a purchase of substantially  all
23    the  trust  assets and an assumption of substantially all the
24    trust liabilities of a trust company, the Commissioner  shall
25    be of the opinion and find:
26             (i)  that  the  general  character of the acquirer's
27        proposed management, after the transfer, is  such  as  to
28        assure reasonable promise of competent, successful, safe,
29        and sound operation;
30             (ii)  that the acquirer's future earnings prospects,
31        after the proposed transfer, are favorable;
32             (iii)  that any prior involvement by the acquirer or
33        by   the   proposed   management  personnel,  whether  as
34        stockholder, director, officer, agent, or  customer,  was
 
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 1        conducted in a safe, sound, and lawful manner;
 2             (iv)  that   customers'   interests   will   not  be
 3        jeopardized by the purchase and assumption; and
 4             (v)  that adequate provision has been made  for  all
 5        obligations  and  trusts as required under Section 7-1 of
 6        this Act.
 7        (2)  Persons desiring to purchase substantially  all  the
 8    assets  and  assume  substantially  all  the liabilities of a
 9    trust company or to  purchase  substantially  all  the  trust
10    assets  and assume substantially all the trust liabilities of
11    a trust company shall submit to the Commissioner:
12             (i)  a statement of financial worth; and
13             (ii)  satisfactory evidence that the prior  business
14        affairs  of  the  persons  and  the  proposed  management
15        personnel,  whether as stockholder, director, officer, or
16        customer, were conducted in a  safe,  sound,  and  lawful
17        manner.
18        As  used  in this Section, "substantially all" the assets
19    or liabilities or the trust assets or trust liabilities of  a
20    trust  company  means  that  portion such that their transfer
21    will materially impair the ability of the  trust  company  to
22    continue   successful,  safe,  and  sound  operations  or  to
23    continue as a going concern.
24        (e)  The reports required by  subsections  (a),(b),  (c),
25    and  (d)  of  this  Section  3-2  shall contain the following
26    information to the extent that it  is  known  by  the  person
27    making the report: (1) the number of shares involved; (2) the
28    names  of  the sellers (or transferors); (3) the names of the
29    purchasers (or transferees); (4) the names of the  beneficial
30    owners  if the shares are registered in another name; (5) the
31    purchase price; (6) the total number of shares owned  by  the
32    sellers (or transferors), the purchasers (or transferees) and
33    the  beneficial  owners both immediately before and after the
34    transaction; and, (7) in the case of a loan, the name of  the
 
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 1    borrower,  the  amount of the loan, and the name of the trust
 2    company issuing the stock securing the loan and the number of
 3    shares securing the loan.  In addition to the foregoing, such
 4    reports shall  contain  such  other  information  as  may  be
 5    available  and  which  is  requested  by  the Commissioner to
 6    inform the Commissioner of the effect of the transaction upon
 7    the trust company or trust companies whose  stock  or  assets
 8    and liabilities are involved.
 9        (f)  Whenever  such  a  change as described in subsection
10    (a) of this Section 3-2  occurs,  each  trust  company  shall
11    report   promptly   to   the   Commissioner  any  changes  or
12    replacement of its chief executive officer or of any director
13    occurring in the next  12  month  period,  including  in  its
14    report  a  statement  of  the  past  and current business and
15    professional affiliations of the new chief executive  officer
16    or directors.
17        (g)  The provisions of this Section do not apply when the
18    change   in   control   is   the   result  of  organizational
19    restructuring under a holding company.
20        (h)  As  used  in this Section, the term "control"  means
21    the ownership of such amount of stock or membership interests
22    or  ability to direct the voting of such stock or  membership
23    interests  as to,  directly  or  indirectly,  give  power  to
24    direct or cause the direction of the  management or  policies
25    of  the  trust  company.  A change in ownership of stock that
26    would result in direct or indirect ownership by a stockholder
27    or member, an affiliated group of stockholders or members, or
28    a holding  company  of less than 10% of the outstanding stock
29    or membership interests shall not be  considered   a   change
30    of  control.   A  change  in ownership of stock or membership
31    interests that would result in direct or indirect   ownership
32    by   a   stockholder   or  member,  an  affiliated  group  of
33    stockholders or members, or a holding company of 20% or  such
34    lesser  amount  which  would  entitle  the holder by applying
 
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 1    cumulative voting to elect one director shall be presumed  to
 2    constitute  a change of control for purposes of this Section.
 3    If there is any question  as  to  whether  a  change  in  the
 4    ownership  or  control of the outstanding stock or membership
 5    interests  is  sufficient  to  result  in  obtaining  control
 6    thereof or to effect a change in  the  control  thereof,  the
 7    question shall be resolved in favor of reporting the facts to
 8    the Commissioner.
 9        As   used   in   this   Section,  "substantially all" the
10    assets  or  liabilities  or  the  trust   assets   or   trust
11    liabilities  of  a trust company means that portion such that
12    their transfer will materially  impair  the  ability  of  the
13    trust   company  to  continue  successful,  safe,  and  sound
14    operations or to continue as a going concern.
15    (Source: P.A. 89-364, eff. 8-18-95; 90-424, eff. 1-1-98.)

16        (205 ILCS 620/4-3) (from Ch. 17, par. 1554-3)
17        Sec.  4-3.   Service  of process upon Secretary of State.
18    Any foreign corporation acting in this State in  a  fiduciary
19    capacity pursuant to the provisions of Article IV and Article
20    IVA  of  this  Act  shall  be  deemed  to  have appointed the
21    Secretary of State to be its true and  lawful  attorney  upon
22    whom  may  be  served  all  legal  process  in  any action or
23    proceeding against it relating  to  or  growing  out  of  any
24    trust,  estate  or  matter  in  respect of which such foreign
25    corporation has acted or is acting in this state in any  such
26    fiduciary  capacity,  and  the acceptance of or engagement in
27    this State in any acts in any such fiduciary  capacity  shall
28    be  signification  of  its  agreement  that  any such process
29    against it which is so served, shall be  of  the  same  legal
30    force  and  validity  as  though  served  upon it personally.
31    Service of such process shall be made by  delivering  to  the
32    Secretary  of State, the corporation department of the office
33    a copy of such process, together with the fee for service  of
 
HB2538 Enrolled             -164-              LRB9201093JScs
 1    process  required by the Secretary of State, and such service
 2    shall be sufficient service upon said foreign corporation  if
 3    notice  of such service and a copy of the process are, within
 4    10 days thereafter, sent by registered mail by the  plaintiff
 5    to  the defendant at its principal office in such other state
 6    or territory and  the  plaintiff's  affidavit  of  compliance
 7    herewith  is appended to the summons.  The court in which the
 8    action is pending may  order  such  continuances  as  may  be
 9    necessary  to  afford the defendant reasonable opportunity to
10    defend the action.  The fee paid  by  the  plaintiff  to  the
11    Secretary  of  State  at  the  time  of  the  service  may be
12    recovered as taxable costs by the  plaintiff  if  such  party
13    prevails  in the action.  The Secretary of State shall keep a
14    record of all process served upon him under this section  and
15    shall record therein the time of such service.
16    (Source: P.A. 85-858.)

17        (205 ILCS 620/4-4) (from Ch. 17, par. 1554-4)
18        Sec.  4-4.   Place  of  business not to be established in
19    State; not deemed transacting business.
20        (a)  A foreign corporation, as defined in Section  1-5.08
21    of  this  Act,  shall  not establish in this State a place of
22    business,  branch  office,  or  agency  for  the  conduct  of
23    business as a fiduciary and because it is  not  permitted  to
24    establish in this State a place of business, branch office or
25    agency,  a  foreign  corporation  insofar  as  it  acts  in a
26    fiduciary capacity in this State pursuant to  the  provisions
27    of this Act shall not be deemed to be transacting business in
28    this  State.  The  foreign  corporation  may  apply  for, and
29    procure from the  Commissioner,  a  license  to  establish  a
30    representative   office   pursuant   to   the   Foreign  Bank
31    Representative Office Act.
32        The provisions of this subsection (a)  do  not  apply  to
33    foreign    corporations   establishing   or   acquiring   and
 
HB2538 Enrolled             -165-              LRB9201093JScs
 1    maintaining a place of business  in  this  State  to  conduct
 2    business  as  a  fiduciary  in accordance with Article IVA of
 3    this Act.
 4        (b)  Notwithstanding subsection (a) of this Section  4-4,
 5    after  May  31,  1997,  a  branch of an out-of-state bank, as
 6    defined in Section 2 of  the  Illinois  Banking  Act,  and  a
 7    foreign  association,  as  defined  in Section 1-10.31 of the
 8    Illinois Savings and Loan  Act  of  1985,  may  establish  an
 9    office  in  this  State  for  the  conduct  of  business as a
10    fiduciary, provided: (i) fiduciary business conducted in this
11    State by a branch of  an  out-of-state  bank  is  subject  to
12    examination   by   the   Commissioner;  and  (ii)  the  trust
13    activities of the branch of the out-of-state bank are subject
14    to  regulation,  including  enforcement   actions,   by   the
15    Commissioner   to  the  same  extent  as  Illinois  corporate
16    fiduciaries.
17    (Source: P.A. 90-665, eff. 7-30-98; 91-97, eff. 7-9-99.)

18        (205 ILCS 620/4-5) (from Ch. 17, par. 1554-5)
19        Sec. 4-5.  Certificate of authority; fees; certificate of
20    reciprocity.
21        (a)  Prior to the time any foreign  corporation  acts  in
22    this  State as testamentary trustee, trustee appointed by any
23    court, trustee under any written  agreement,  declaration  or
24    instrument  of  trust, executor, administrator, administrator
25    to collect, guardian or in any other like fiduciary capacity,
26    such foreign corporation shall apply to the  Commissioner  of
27    Banks  and  Real  Estate  for a certificate of authority with
28    reference to the fiduciary capacity or  capacities  in  which
29    such  foreign  corporation proposes to act in this State, and
30    the Commissioner of Banks  and  Real  Estate  shall  issue  a
31    certificate  of authority to such corporation concerning only
32    the fiduciary capacity or such of the fiduciary capacities to
33    which the application pertains and with respect to  which  he
 
HB2538 Enrolled             -166-              LRB9201093JScs
 1    has  been  furnished  satisfactory evidence that such foreign
 2    corporation meets the requirements of  Section  4-2  of  this
 3    Act.   The  certificate  of  authority  shall  set  forth the
 4    fiduciary capacity or capacities, as the  case  may  be,  for
 5    which the certificate is issued, and shall recite and certify
 6    that  such  foreign  corporation  is  eligible to act in this
 7    State in such fiduciary capacity or capacities, as  the  case
 8    may  be,  pursuant  to  the  provisions  of  this  Act.   The
 9    certificate  of  authority  shall  remain  in  full force and
10    effect until such time as such foreign corporation ceases  to
11    be eligible so to act under the provisions of this Act.
12        (b)  Each  foreign  corporation  making application for a
13    certificate of authority shall pay  reasonable  fees  to  the
14    Commissioner  of  Banks  and Real Estate as determined by the
15    Commissioner for the services of his office.
16        (c)  Any foreign corporation  holding  a  certificate  of
17    reciprocity  which  recites  and  certifies that such foreign
18    corporation is eligible to act in  this  State  in  any  such
19    fiduciary  capacity  pursuant to the provisions of Article IV
20    of this Act or any predecessor Act  upon  the  same  subject,
21    issued  prior to the effective date of this amendatory Act of
22    1987  may  act  in  this  State  under  such  certificate  of
23    reciprocity in any such fiduciary capacity  without  applying
24    for  a  new  certificate  of  authority.  Such certificate of
25    reciprocity shall remain in full force and effect until  such
26    time  as such foreign corporation ceases to be eligible so to
27    act under the provisions of Article IV of this Act.
28        (d)  Any foreign corporation acting in Illinois  under  a
29    certificate  of  authority  or  a  certificate of reciprocity
30    shall  report  changes  in  its  name  or  address   to   the
31    Commissioner  and shall notify the Commissioner when it is no
32    longer serving as a corporate fiduciary in Illinois.
33        (e)  The provisions of this Section shall not apply to  a
34    foreign corporation establishing or acquiring and maintaining
 
HB2538 Enrolled             -167-              LRB9201093JScs
 1    a  place  of  business in this State to conduct business as a
 2    fiduciary in accordance with Article IVA of this Act.
 3    (Source: P.A. 89-508, eff. 7-3-96.)

 4        (205 ILCS 620/Art. IVA heading new)
 5               ARTICLE IVA MULTISTATE TRUST ACTIVITIES

 6        (205 ILCS 620/4A-1 new)
 7        Sec. 4A-1.  Corporate fiduciaries establishing offices in
 8    other states.
 9        (a)  A corporate fiduciary may  act  as  a  fiduciary  or
10    otherwise engage in fiduciary activities in this or any other
11    state   or   foreign   country,  subject  to  complying  with
12    applicable laws of that  state  or  foreign  country,  at  an
13    office  established and maintained pursuant to this Act, at a
14    branch, or at any location other than an office or branch.  A
15    corporate fiduciary seeking to establish or acquire a  branch
16    in  another  state  or  foreign  country must comply with the
17    notice provisions in Section 1-7 of this Act.
18        (b)  A  corporate  fiduciary   may   also   conduct   any
19    activities   at   any   office   outside  Illinois  that  are
20    permissible for a trust institution chartered  by  the  state
21    where  the  office  is  located,  except  to the extent those
22    activities are expressly prohibited by the laws  of  Illinois
23    or  by any regulation or order of the Commissioner.  However,
24    the  Commissioner  may  waive  any  such  prohibition  if  he
25    determines, by order or regulation, that the  involvement  of
26    out-of-state   offices  of  state  corporate  fiduciaries  in
27    particular  activities  would  not  threaten  the  safety  or
28    soundness of those state corporate fiduciaries.

29        (205 ILCS 620/4A-5 new)
30        Sec. 4A-5.  Foreign corporations establishing  places  of
31    business to conduct fiduciary activities in Illinois.
 
HB2538 Enrolled             -168-              LRB9201093JScs
 1        (a)  A  foreign  corporation may establish or acquire and
 2    maintain a place of business for the conduct of business as a
 3    fiduciary in this State provided that a  corporate  fiduciary
 4    that  has  its  principal  place  of  business in Illinois is
 5    permitted to establish or  acquire  and  maintain  a  similar
 6    place of business that may engage in activities substantially
 7    similar to those permitted to foreign corporations under this
 8    Act  in  the  state  where  the  foreign  corporation has its
 9    principal place of business.
10        (b)  A  foreign  corporation  desiring  to  establish  or
11    acquire and maintain a place of business to conduct  business
12    as  a fiduciary in Illinois under this Section shall provide,
13    or cause its home state regulator to provide, written  notice
14    of  the  proposed transaction to the Commissioner on or after
15    the date on which the foreign corporation applies to its home
16    state regulator for approval  to  establish  or  acquire  and
17    maintain  a place of business in Illinois.  The filing of the
18    notice shall be preceded or accompanied  by  a  copy  of  the
19    resolution  adopted  by  the board authorizing the additional
20    place  of  business  and  the  filing  fee  required  by  the
21    Commissioner.  The Commissioner may prescribe the form of the
22    notice required under this Section.   In  the  Commissioner's
23    discretion,  the  application  or  notice  submitted  to  the
24    foreign  corporation's home state regulator may be sufficient
25    notice under this Section.
26        (c)  A  foreign  corporation  desiring  to  establish  or
27    acquire and maintain a place of business to conduct  business
28    as   a   fiduciary  shall  (i)  confirm  in  writing  to  the
29    Commissioner that for as long as  it  maintains  a  place  of
30    business  in  Illinois,  it will comply with the laws of this
31    State  and  (ii)  provide  satisfactory   evidence   to   the
32    Commissioner  of  compliance with any applicable requirements
33    of  state  foreign   corporation   qualification   laws   and
34    applicable  requirements  of  its  home  state  regulator for
 
HB2538 Enrolled             -169-              LRB9201093JScs
 1    acquiring or establishing and maintaining the office.
 2        (d)  A foreign corporation submitting  a  notice  to  the
 3    Commissioner  in  accordance with subsection (b) may commence
 4    fiduciary business at the place of  business  listed  in  its
 5    notice  on  the  61st  day  after  the  date the Commissioner
 6    receives the notice  unless  the  Commissioner  specifies  an
 7    earlier  or  later date.  However, if the foreign corporation
 8    is not a depository institution and the Commissioner approves
 9    the foreign corporation to conduct a  fiduciary  business  in
10    Illinois   subject   to   specific  conditions,  the  foreign
11    corporation  shall  not  commence  a  fiduciary  business  in
12    Illinois until it has satisfied those conditions and provided
13    evidence satisfactory to the Commissioner that  it  has  done
14    so.  The  Commissioner may extend the 60-day review period if
15    additional time or information is needed for approval of  the
16    notice.   The Commissioner may deny approval of the notice if
17    he  finds  that  the  foreign  corporation  lacks  sufficient
18    financial  resources  to  undertake  the  proposed  expansion
19    without adversely affecting its safety or soundness  or  that
20    the place of business is contrary to the public interest.

21        (205 ILCS 620/4A-10 new)
22        Sec.  4A-10.  Additional  places  of business for foreign
23    corporations.  A  foreign  corporation  that  establishes  or
24    acquires  and  maintains  a  place  of  business  to  conduct
25    business as a fiduciary in Illinois pursuant to Section  4A-5
26    may   establish   or  acquire  additional  trust  offices  or
27    representative offices in this State to the same extent  that
28    a  corporate  fiduciary  may  establish or acquire additional
29    offices in Illinois under Section 1-7 of this Act.

30        (205 ILCS 620/4A-15 new)
31        Sec.   4A-15.  Representative    offices.    A    foreign
32    corporation not conducting fiduciary activities may establish
 
HB2538 Enrolled             -170-              LRB9201093JScs
 1    a representative office under the Foreign Bank Representative
 2    Office  Act.   At  these offices, the foreign corporation may
 3    market and solicit fiduciary services and provide bank office
 4    and  administrative  support  to  the  foreign  corporation's
 5    fiduciary activities, but it  may  not  engage  in  fiduciary
 6    activities.

 7        (205 ILCS 620/4A-20 new)
 8        Sec. 4A-20.  Examination of foreign corporations.
 9        (a)  To the extent consistent with subsection (c) of this
10    Section,  the  Commissioner may make such examinations of any
11    place of business established  or  maintained  under  Section
12    4A-5  by  a  foreign corporation as the Commissioner may deem
13    necessary to determine whether the place of business is being
14    operated in compliance with the laws of  this  State  and  in
15    accordance  with  safe  and  sound  banking  practices.   The
16    provisions  of  Section  5-2  of  this Act shall apply to the
17    examinations.
18        (b)  The  Commissioner  may  require   periodic   reports
19    regarding any foreign corporation that has maintained a place
20    of  business  in this State under Section 4A-5.  The required
21    reports shall be provided by the foreign  corporation  or  by
22    the   home   state  regulator.   Any  reporting  requirements
23    prescribed by the Commissioner under this  Section  shall  be
24    consistent with Section 5-9 of this Act.
25        (c)  The   Commissioner   may   enter  into  cooperative,
26    coordinating, and  information-sharing  agreements  with  any
27    other   bank   supervisory   agencies   or  any  organization
28    affiliated with or representing one or more bank  supervisory
29    agencies  with  respect  to the periodic examination or other
30    supervision  of  any  office  in  this  State  of  a  foreign
31    corporation or any office of a corporate fiduciary in a  host
32    state.   The  Commissioner may accept a report of examination
33    or report  of  investigation  in  lieu  of  the  Commissioner
 
HB2538 Enrolled             -171-              LRB9201093JScs
 1    conducting an examination or investigation.
 2        (d)  The  Commissioner  may enter into contracts with any
 3    bank supervisory agency that has concurrent jurisdiction over
 4    a corporate fiduciary or foreign  corporation  maintaining  a
 5    place  of  business  under Section 4A-5 of this Act to engage
 6    the services of that agency's examiners at a reasonable  rate
 7    of   compensation   or   to   provide  the  services  of  the
 8    Commissioner's examiners to that agency at a reasonable  rate
 9    of compensation.
10        (e)  The  Commissioner  may  enter  joint examinations or
11    joint  enforcement  actions  with  other   bank   supervisory
12    agencies  having  concurrent  jurisdiction  over any place of
13    business established under Section 4A-5 or any  office  of  a
14    corporate  fiduciary in any host state.  The Commissioner may
15    at  any  time  take  such  actions   independently   if   the
16    Commissioner   deems   such   actions   to  be  necessary  or
17    appropriate to ensure compliance with the laws of this State.
18    However,  in  the  case  of  a   foreign   corporation,   the
19    Commissioner  shall  recognize the exclusive authority of the
20    home state regulator over corporate  governance  matters  and
21    the  primary  responsibility of the home state regulator over
22    safety and soundness matters.
23        (f)  A foreign corporation that  maintains  one  or  more
24    offices  pursuant  to  Section  4A-5  may be assessed, and if
25    assessed, shall  pay  supervisory  and  examination  fees  in
26    accordance  with  Section  5-10 of this Act.  The fees may be
27    shared  with  other  bank   supervisory   agencies   or   any
28    organization affiliated with or representing one or more bank
29    supervisory  agencies  in  accordance with agreements between
30    such parties and the Commissioner.

31        (205 ILCS 620/4A-25 new)
32        Sec.  4A-25.  Notice  to   Commissioner.    A   corporate
33    fiduciary  that  maintains  a place of business in this State
 
HB2538 Enrolled             -172-              LRB9201093JScs
 1    under Section 4A-5, or  the  home  state  regulator  of  such
 2    foreign  corporation,  shall  give  at  least  30  days prior
 3    written notice or, in the case of an  emergency  transaction,
 4    such shorter notice as is consistent with applicable state or
 5    federal law, to the Commissioner of:
 6             (1)  any merger, consolidation, or other transaction
 7        that  would cause a change in control with respect to the
 8        foreign corporation or  any  bank  holding  company  that
 9        controls the corporation;
10             (2)  any transfer of all or substantially all of the
11        trust accounts or trust assets of the foreign corporation
12        to another person; or
13             (3)  the  closing  or  disposition  of  any place of
14        business in this State.

15        (205 ILCS 620/5-3) (from Ch. 17, par. 1555-3)
16        Sec. 5-3.  Violations; orders.
17        (a)  Whenever it appears to  the  Commissioner  from  any
18    examination,  statement  of  condition  or  report,  that any
19    corporate fiduciary has committed any violation of  law,  has
20    made  or  published  a  false  statement  of  condition or is
21    conducting its business in an unsafe, unsound or unauthorized
22    manner, he shall, by an order under his signature, direct the
23    discontinuance  of  such  illegal  and  unsafe,  unsound   or
24    unauthorized  practices  and  that  the  corporate  fiduciary
25    strictly  conform  with the requirements of the law, and with
26    safety and security in its transactions.
27        (b)  If a corporate fiduciary refuses or neglects to make
28    a required statement of  condition  or  any  report  required
29    under  this  Act, or to comply with an order as above stated,
30    or if it appears to the Commissioner that  it  is  unsafe  or
31    inexpedient  for  the such corporate fiduciary to continue to
32    transact business, or that extraordinary withdrawals of money
33    are jeopardizing the interests of  remaining  depositors,  or
 
HB2538 Enrolled             -173-              LRB9201093JScs
 1    that  any  corporate  fiduciary  or  officer  of  a corporate
 2    fiduciary has abused his trust or is guilty of misconduct  in
 3    his  official position, injurious to the corporate fiduciary,
 4    or that it has suffered a serious loss,  he  shall  enter  an
 5    order appropriate to the circumstances, which may include the
 6    appointment of a receiver as hereinafter provided, the taking
 7    of possession of the corporate fiduciary, or the removal of a
 8    director,  officer,  employee,  or  agent  of  the  corporate
 9    fiduciary,  or  he  may, represented by the Attorney General,
10    seek an injunction or other appropriate order from the court.
11        (c)  No dividends shall be paid by a corporate  fiduciary
12    while  it  continues its business as a corporate fiduciary to
13    an  amount  greater  than  its  net  profits  then  on  hand,
14    deducting first therefrom its losses and bad debts.
15    (Source: P.A. 86-754.)

16        (205 ILCS 620/5-6) (from Ch. 17, par. 1555-6)
17        Sec. 5-6.  Removal orders.  Whenever, in the  opinion  of
18    the  Commissioner,  any director, officer, employee, or agent
19    of a corporate fiduciary or subsidiary or corporate parent of
20    the corporate fiduciary shall have violated any law, rule, or
21    order relating to the corporate fiduciary  or  subsidiary  or
22    corporate  parent  of  the  corporate  fiduciary,  shall have
23    engaged in an unsafe or unsound practice  in  conducting  the
24    business   of   the  corporate  fiduciary  or  subsidiary  or
25    corporate parent of the corporate fiduciary,  or  shall  have
26    violated  any law or engaged or participated in any unsafe or
27    unsound practice in connection with any financial institution
28    or other business entity such that the character and  fitness
29    of  the director, officer, employee, or agent does not assure
30    reasonable  promise  of  safe  and  sound  operation  of  the
31    corporate fiduciary or subsidiary or corporate parent of  the
32    corporate  fiduciary,  the Commissioner may issue an order of
33    removal. If in the opinion of the  Commissioner,  any  former
 
HB2538 Enrolled             -174-              LRB9201093JScs
 1    director,   officer,   employee,  or  agent  of  a  corporate
 2    fiduciary or subsidiary or corporate parent of the  corporate
 3    fiduciary,  prior  to  the  termination of his or her service
 4    with the  corporate  fiduciary  or  subsidiary  or  corporate
 5    parent of the corporate fiduciary, violated any law, rule, or
 6    order  relating  to  the corporate fiduciary or subsidiary or
 7    corporate parent of the corporate fiduciary or engaged in  an
 8    unsafe  or unsound practice in conducting the business of the
 9    corporate fiduciary or subsidiary or corporate parent of  the
10    corporate  fiduciary  or  violated  any  law  or  engaged  or
11    participated  in any unsafe or unsound practice in connection
12    with any financial institution or other business entity  such
13    that  the  character  and  fitness  of the director, officer,
14    employee, or agent would not have assured reasonable  promise
15    of  safe  and  sound  operation of the corporate fiduciary or
16    subsidiary or corporate parent of  the  corporate  fiduciary,
17    the  Commissioner  may issue an order prohibiting that person
18    from further service with a corporate fiduciary or subsidiary
19    or corporate parent of the corporate fiduciary as a director,
20    officer, employee, or agent. An order issued pursuant to this
21    Section shall be served upon the director, officer, employee,
22    or agent.  A copy of the order shall be sent to each director
23    of the corporate  fiduciary  affected  by  personal  service,
24    certified  mail return receipt requested, or any other method
25    that provides proof  of  service  and  receipt.   The  person
26    affected by the action may request a hearing before the State
27    Banking  Board  of Illinois, hereafter "the Board", within 10
28    days after receipt of the order of  removal  or  prohibition.
29    The  hearing shall be held by the Board according to the same
30    procedures used  pursuant  to  Section  48  of  the  Illinois
31    Banking  Act,  and  the  hearing shall be held within 30 days
32    after the request has been  received  by  the  Board.   After
33    concluding  the hearing, the Board shall make a determination
34    approving,  modifying,  or  disapproving  the  order  of  the
 
HB2538 Enrolled             -175-              LRB9201093JScs
 1    Commissioner as its final administrative decision.  A copy of
 2    the order shall be served upon  the  corporate  fiduciary  of
 3    which  the person is a director, officer, employee, or agent,
 4    whereupon the person shall cease to be a  director,  officer,
 5    employee,  or  agent  of the corporate fiduciary.  Any person
 6    who has been  removed  or  prohibited  by  an  order  of  the
 7    Commissioner  under this Section or subsection (7) of Section
 8    48 of the Illinois Banking Act may not  thereafter  serve  as
 9    director,  officer,  employee,  or agent of any State bank or
10    corporate fiduciary, or of any other entity that  is  subject
11    to  licensure or regulation by the Commissioner or the Office
12    of Banks and Real Estate unless the Commissioner has  granted
13    prior approval in writing.   The Commissioner may institute a
14    civil  action  against  the  director,  officer, employee, or
15    agent subject to an  order  issued  under  this  Section  and
16    against the corporate fiduciary to enforce compliance with or
17    to enjoin any violation of the terms of the order.
18    (Source: P.A. 90-301, eff. 8-1-97; 90-665, eff. 7-30-98.)

19        (205 ILCS 620/6-2) (from Ch. 17, par. 1556-2)
20        Sec. 6-2.  Control by Commissioner.
21        (a)  If  the  Commissioner  with  respect  to a corporate
22    fiduciary shall find:
23        (1)  Its capital is impaired or it  is  otherwise  in  an
24    unsound condition; or
25        (2)  Its  business  is  being  conducted  in  an unlawful
26    manner, including, without limitation, in  violation  of  any
27    provisions of this Act or of an order of the Commissioner, or
28    in a fraudulent or unsafe manner; or
29        (3)  It is unable to continue operations; or
30        (4)  Its  examination has been obstructed or impeded; the
31    Commissioner may give notice to the board of directors of the
32    corporate fiduciary of  his  finding  or  findings.   If  the
33    situation so found by the Commissioner shall not be corrected
 
HB2538 Enrolled             -176-              LRB9201093JScs
 1    to  his  satisfaction  within  60  days after receipt of such
 2    notice, the Commissioner at the termination of said  60  days
 3    may  shall  take  possession  and  control  of  the corporate
 4    fiduciary, its assets, and assets held for  beneficiaries  of
 5    its  fiduciary  obligations,  as in this Act provided for the
 6    purpose of examination, reorganization or liquidation through
 7    receivership.
 8        (b)  If,  in  addition  to  a  finding  as  provided   in
 9    subsection  (a) of this Section, the Commissioner shall be of
10    the opinion and shall find that an emergency exists which may
11    result in serious losses to the  beneficiaries  of  fiduciary
12    relationships  with  the  corporate fiduciary, he may, in his
13    discretion, without having given the notice provided  for  in
14    subsection   (a)   of   this  Section,  and  whether  or  not
15    proceedings under subsection (a) of this  Section  have  been
16    instituted or are then pending, forthwith take possession and
17    control  of  the  corporate  fiduciary and its assets for the
18    purpose of examination, reorganization or liquidation through
19    receivership.
20    (Source: P.A. 85-858.)

21        Section 45.  The Foreign Banking Office Act is amended by
22    changing Sections 11 and 12 as follows:

23        (205 ILCS 645/11) (from Ch. 17, par. 2718)
24        Sec.   11.  Pledging    requirements;    discretion    of
25    Commissioner.    A  foreign  banking  corporation  holding  a
26    certificate of authority issued pursuant to this Act  may  be
27    required,  when  deemed  necessary  and  appropriate  in  the
28    opinion  of  the  Commissioner,  to  keep on deposit with the
29    Federal Reserve  Bank  of  Chicago  or  such  State  bank  or
30    national   bank  as  such  foreign  banking  corporation  may
31    designate and the Commissioner may approve,  interest-bearing
32    stocks  and  bonds, notes, debentures or other obligations of
 
HB2538 Enrolled             -177-              LRB9201093JScs
 1    the United States or any agency or instrumentality thereof or
 2    guaranteed by the United States, or of this State,  or  of  a
 3    city,    county,   town,   village,   school   district,   or
 4    instrumentality of this State or guaranteed by this State, or
 5    dollar deposits, or obligations of the International Bank for
 6    Reconstruction and Development, or obligations issued by  the
 7    Inter-American  Development Bank, or obligations of the Asian
 8    Development Bank, or obligations of the  African  Development
 9    Bank,   or   obligations   of   the   International   Finance
10    Corporation,  or  such other assets as the Commissioner shall
11    permit, to an aggregate amount, based upon  principal  amount
12    or  market  value,  whichever  is  lower,  in the case of the
13    above-described securities, and subject to  such  limitations
14    as  he shall prescribe, such amount as the Commissioner deems
15    necessary for the protection of depositors or  the  costs  of
16    taking possession and control of not less than the greater of
17    $100,000 or 5% of the total liabilities (including contingent
18    liabilities  of  such  banking office, including acceptances,
19    but excluding (i) accrued  expenses,  (ii)  amounts  due  and
20    other  liabilities to other offices, agencies or branches of,
21    and wholly-owned (except for a nominal number  of  directors'
22    shares)  subsidiaries  of,  such foreign banking corporation,
23    and (iii) such contingent liabilities as the Commissioner may
24    exclude. The deposit shall be  maintained  with  the  Federal
25    Reserve  Bank  of  Chicago or any such State bank or national
26    bank pursuant  to  a  deposit  agreement  in  such  form  and
27    containing  such  conditions  and  limitations  (including  a
28    deposit  in  the  name  of  the Commissioner in trust for the
29    depositors of such banking office) as  the  Commissioner  may
30    prescribe.  So  long as it continues business in the ordinary
31    course such banking office shall, however,  be  permitted  to
32    collect interest on the securities so deposited and from time
33    to time exchange, examine and compare such securities.
34    (Source: P.A. 89-208, eff. 6-1-97; 90-301, eff. 8-1-97.)
 
HB2538 Enrolled             -178-              LRB9201093JScs
 1        (205 ILCS 645/12) (from Ch. 17, par. 2719)
 2        Sec. 12.  Control by Commissioner.
 3        (a)  Upon  the Commissioner's taking possession, pursuant
 4    to Section 53 of the Illinois Banking Act,  of  the  business
 5    and property in this State of the banking office of a foreign
 6    banking  corporation  whose deposit liabilities in this State
 7    are not insured by the Federal Deposit Insurance Corporation,
 8    the amounts deposited pursuant to Section 11 shall  thereupon
 9    become  the  property  of the Commissioner, free and clear of
10    any and all liens and other claims, and shall be held by  the
11    Commissioner  him in trust for the depositors of such banking
12    office.  The  Commissioner  may,  without   regard   to   any
13    priorities,   preferences,  or  adverse  claims  and  without
14    obtaining the approval of any court, reduce such property  to
15    cash  and,  as soon as practicable, utilize the cash to cover
16    initial liquidation costs, if any, and  then  distribute  any
17    excess  it  to  such  depositors  on a pro rata basis; but no
18    depositor may receive an amount  in  excess  of  his  account
19    balances.  For purposes of this Section, the term "depositor"
20    does not  include  any  other  offices  or  branches  of,  or
21    wholly-owned  (except  for  a  nominal  number  of directors'
22    shares) subsidiaries of, such  foreign  banking  corporation,
23    but includes those to whom such banking office is indebted by
24    virtue  of  money  or its equivalent received by such banking
25    office (i) for which it has given credit or is  obligated  to
26    give credit to a time or demand deposit or which is evidenced
27    by  a  check or draft against a deposit account and certified
28    by such banking office, or (ii) for which  it  has  issued  a
29    letter of credit for cash or a traveler's check on which such
30    banking office is primarily liable, or (iii) for which it has
31    issued    an   outstanding   draft   (including   advice   or
32    authorization to  charge  the  banking  office's  balance  at
33    another  bank),  cashier's  check  or  money  order, or other
34    officer's check.
 
HB2538 Enrolled             -179-              LRB9201093JScs
 1        (b)  Whenever the Commissioner takes  possession  of  the
 2    property  and  business of a foreign bank pursuant to Section
 3    53 of  the  Illinois  Banking  Act,  the  Commissioner  shall
 4    conserve  or  liquidate  the  property  and  business  of the
 5    foreign bank pursuant to the laws of this  State  as  if  the
 6    foreign  bank were an Illinois bank, with absolute preference
 7    and priority given to  the  creditors  of  the  foreign  bank
 8    arising  out  of transactions with, and recorded on the books
 9    of, its Illinois state branch or Illinois state  agency  over
10    the  creditors  of the foreign bank's offices located outside
11    this  State.   When  the  Commissioner  has   completed   the
12    liquidation  of  the property and business of a foreign bank,
13    the Commissioner shall transfer any remaining assets  to  the
14    foreign  bank in accordance with such orders as the court may
15    issue.  However, in case the foreign bank has  an  office  in
16    another  state  of  the United States which is in liquidation
17    and the assets of such office appear to  be  insufficient  to
18    pay  in  full  the  creditors of that office, the court shall
19    order the Commissioner to transfer to the liquidator of  that
20    office such amount of any such remaining assets as appears to
21    be  necessary  to  cover the insufficiency; if there are 2 or
22    more such offices and the amount of remaining assets is  less
23    than  the aggregate amount of insufficiencies with respect to
24    the offices,  the  court  shall  order  the  Commissioner  to
25    distribute  the  remaining  assets  among  the liquidators of
26    those offices in such manner as the court finds equitable.
27    (Source: P.A. 84-1308.)

28        Section 50.  The Foreign Bank Representative  Office  Act
29    is amended by changing Sections 4, 6, and 8 as follows:

30        (205 ILCS 650/4) (from Ch. 17, par. 2854)
31        Sec. 4.  Application; fees.
32        (a)   The   application   for  a  license  shall  contain
 
HB2538 Enrolled             -180-              LRB9201093JScs
 1    information  and  be  accompanied  by  a  reasonable  fee  as
 2    determined, by rule, by the  Commissioner  but  in  no  event
 3    shall such fee exceed $300 per year.
 4        (b)  The  Commissioner shall issue a license to a foreign
 5    bank to establish and maintain a representative office if the
 6    Commissioner finds:
 7        (1)  the foreign bank is  of  good  character  and  sound
 8    financial standing;
 9        (2)  the  management of the foreign bank and the proposed
10    management of the representative office are adequate; and
11        (3)  the convenience and needs of persons to be served by
12    the proposed representative office will be promoted.
13    (Source: P.A. 85-204.)

14        (205 ILCS 650/6) (from Ch. 17, par. 2856)
15        Sec. 6.  Revocation  of  license.   If  the  Commissioner
16    finds:
17        (a)  the  licensee or its representative has violated any
18    provision of this Act or other law, rule,  or  regulation  of
19    this State; or
20        (b)  any  fact  or  condition  exists  which,  if  it had
21    existed at the time of  the  original  application  for  such
22    license,  would have resulted in the Commissioner refusing to
23    issue such license; then the Commissioner, may  certify  such
24    findings  to  the  State  Banking  Board  of  Illinois. after
25    granting  the  licensee  or   representative   a   reasonable
26    opportunity  to  be heard before the Board, the Board, upon a
27    majority vote of all its members, may revoke such license.
28    (Source: P.A. 85-204.)

29        (205 ILCS 650/8)
30        Sec. 8.  Powers of the  Commissioner.   The  Commissioner
31    shall  have  under  this Act all of the powers granted to him
32    under the Illinois Banking Act, including  the  authority  to
 
HB2538 Enrolled             -181-              LRB9201093JScs
 1    impose  a  reasonable  charge  to  recover  the  cost  of  an
 2    examination  conducted  by  the  Commissioner,  to the extent
 3    necessary  to  enable  the  Commissioner  to  supervise   the
 4    representative office of a foreign bank holding a license.
 5    (Source: P.A. 90-301, eff. 8-1-97; 90-655, eff. 7-30-98.)

 6        Section  99.  Effective date.  This Act takes effect upon
 7    becoming law.

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