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92_SB0048sam001
LRB9201499JSpcam
1 AMENDMENT TO SENATE BILL 48
2 AMENDMENT NO. . Amend Senate Bill 48 by replacing
3 everything after the enacting clause with the following:
4 "Section 5. The Corporate Fiduciary Act is amended by
5 changing Sections 5-10 and 8-1 and adding Sections 2-6.5 and
6 Section 9-6 as follows:
7 (205 ILCS 620/2-6.5 new)
8 Sec. 2-6.5. Directors.
9 (a) The business and affairs of a corporate fiduciary
10 shall be managed by its board of directors, which shall
11 exercise its powers in accordance with this Section.
12 (b) The directors shall be elected as provided in
13 this Act. Any omission to elect a director or directors
14 shall not impair any of the rights and privileges of the
15 corporate fiduciary or of any person in any way interested.
16 The existing directors shall hold office until their
17 successors are elected and qualify.
18 (c) Notwithstanding the provisions of any certificate of
19 authority heretofore or hereafter issued, the number of
20 directors, not fewer than 5, may be fixed from time to time
21 by the stockholders at any meeting of the stockholders
22 called for the purpose of electing directors or
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1 changing the number thereof by the affirmative vote of at
2 least two-thirds of the outstanding stock entitled to vote at
3 the meeting, and the number so fixed shall be the board
4 regardless of vacancies until the number of directors is
5 thereafter changed by similar action.
6 (d) Except as otherwise provided in this subsection,
7 directors shall hold office until the next annual meeting
8 of the stockholders succeeding their election or until
9 their successors are elected and qualify. If the board of
10 directors consists of 6 or more members, in lieu of electing
11 the membership of the whole board of directors annually, the
12 by-laws of a corporate fiduciary may provide that the
13 directors shall be divided into either 2 or 3 classes, each
14 class to be as nearly equal in number as is possible. The
15 term of office of directors of the first class shall expire
16 at the first annual meeting of the stockholders after their
17 election, that of the second class shall expire at the second
18 annual meeting after their election, and that of the third
19 class, if any, shall expire at the third annual meeting after
20 their election. At each annual meeting after classification,
21 the number of directors equal to the number of the class
22 whose terms expire at the time of the meeting shall be
23 elected to hold office until the second succeeding annual
24 meeting if there are 2 classes or until the third succeeding
25 annual meeting if there are 3 classes. Vacancies may be
26 filled by stockholders at a special meeting called for the
27 purpose. If authorized by the corporate fiduciary's
28 by-laws or an amendment thereto, the directors of a corporate
29 fiduciary may properly fill a vacancy or vacancies arising
30 between stockholders' meetings, but at no time may the number
31 of directors selected to fill a vacancy in this manner
32 during any interim period between stockholders' meetings
33 exceed one-third of the total membership of the board of
34 directors.
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1 (e) The board of directors shall hold regular
2 meetings at least once each month, provided that, upon prior
3 written approval by the Commissioner, the board of
4 directors may hold regular meetings less frequently than
5 once each month but at least once each calendar quarter. A
6 special meeting of the board of directors may be held as
7 provided by the by-laws. A special meeting of the board
8 of directors may also be held as provided in Section 5-5 of
9 this Act. A majority of the board of directors shall
10 constitute a quorum for the transaction of business unless a
11 greater number is required by the by-laws. The act of the
12 majority of the directors present at a meeting at which a
13 quorum is present shall be the act of the board of directors
14 unless the act of a greater number is required by the
15 by-laws.
16 (f) A member of the board of directors shall be elected
17 president. The board of directors may appoint other officers,
18 as the by-laws may provide, and fix their salaries to carry
19 on the business of the corporate fiduciary. The board of
20 directors may make and amend by-laws (not inconsistent with
21 this Act) for the government of the corporate fiduciary and
22 may, by the affirmative vote of a majority of the board of
23 directors, establish reasonable compensation of all
24 directors for services to the corporation as directors,
25 officers, or otherwise. An officer, whether elected or
26 appointed by the board of directors or appointed
27 pursuant to the by-laws, may be removed by the board of
28 directors at any time.
29 (g) The board of directors shall cause suitable books
30 and records of all the corporate fiduciary's transactions to
31 be kept.
32 (h) The provisions of this Section do not apply to a
33 corporate fiduciary that is a trust department of a bank,
34 savings bank, savings and loan association, or foreign
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1 banking corporation issued a certificate of authority
2 pursuant to the Foreign Banking Office Act.
3 (205 ILCS 620/5-10) (from Ch. 17, par. 1555-10)
4 Sec. 5-10. Fees; receivership account.
5 (a) There shall be paid to the Commissioner by every
6 corporate fiduciary including each trust company, bank,
7 savings and loan association, and savings bank to which this
8 Act shall apply, reasonable fees that the Commissioner shall
9 assess to recover the costs of administration, certification,
10 examination and supervision of trusts authorized under this
11 Act.
12 (b) In addition to the fees authorized in subsection (a)
13 of this Section the Commissioner shall assess reasonable
14 receivership fees and establish a Corporate Fiduciary
15 Receivership account in the Bank and Trust Company Fund to
16 provide for the expenses that arise from the administration
17 of the receivership of a corporate fiduciary under this Act.
18 The aggregate of such assessments shall be paid into the
19 Corporate Fiduciary Receivership account in the Bank and
20 Trust Company Fund. The assessments for this account shall
21 be levied until the sum of $5,000,000 $350,000 has been
22 deposited into the account from assessments authorized
23 herein, whereupon the Corporate Fiduciary Receivership
24 account assessment shall be abated. If a receivership of a
25 corporate fiduciary under this Act requires expenditures from
26 this account, assessments may be reinstituted until the
27 balance in the Corporate Fiduciary Receivership account
28 arising from assessments is restored to $5,000,000 $350,000.
29 (c) The Commissioner may, by rule, establish a
30 reasonable manner of assessing the receivership assessments
31 under this Section.
32 (Source: P.A. 86-754; 86-952.)
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1 (205 ILCS 620/8-1) (from Ch. 17, par. 1558-1)
2 Sec. 8-1. False statements. It is unlawful for any
3 officer, director, employee, or agent of any corporate
4 fiduciary subject to examination by the Commissioner or any
5 person filing an application or submitting information in
6 connection with an application to the Commissioner to who
7 shall willfully and knowingly subscribe to or make, or cause
8 to be made, any false statement or false entry with intent to
9 deceive any person or persons authorized to examine into the
10 affairs of the such corporate fiduciary or applicant or with
11 intent to deceive the Commissioner or his administrative
12 officers in the performance of their duties under this Act.
13 A person who violates this Section is upon conviction thereof
14 shall be guilty of a Class 3 felony.
15 (Source: P.A. 85-858.)
16 (205 ILCS 620/9-6 new)
17 Sec. 9-6. Audits.
18 (a) At least once in each calendar year a corporate
19 fiduciary must cause its books and records to be audited by
20 an independent licensed public accountant. The Commissioner
21 may prescribe the scope of the audit within generally
22 accepted audit principles and standards.
23 (b) The independent licensed public accountant shall
24 provide a written audit report to the corporate fiduciary's
25 board of directors or to a committee appointed by the
26 corporate fiduciary's board of directors. If the audit
27 report is given to a committee appointed by the corporate
28 fiduciary's board of directors, the committee shall, within
29 30 days after the date of receipt of the audit report,
30 provide the board of directors with a written summary of the
31 audit findings as detailed in the audit report.
32 (c) The corporate fiduciary's board of directors or
33 committee appointed by the board of directors shall cause a
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1 copy of the audit report and any written summary pursuant to
2 paragraph (b) of this Section to be filed with the
3 Commissioner within 45 days after receipt of the audit
4 report.
5 Section 99. Effective date. This Act takes effect upon
6 becoming law.".