2023 Illinois Compiled Statutes › Chapter 205 - FINANCIAL REGULATION › 205 ILCS 205/ - Savings Bank Act. › Article 8 - Voluntary Corporate Changes

(205 ILCS 205/Art. 8 heading)
ARTICLE 8.  
		Voluntary Corporate Changes
(205 ILCS 205/8001) (from Ch. 17, par. 7308-1)
Sec. 8001. 
		Amendment of articles and bylaws. 
		A savings bank may amend its articles of incorporation
or bylaws in accordance with the procedure set forth in this
Article, but those articles and bylaws shall conform to all legal
requirements pertaining to savings banks.  No amended article or
bylaw shall affect any existing cause of action or pending action
to which the savings bank may be a party or existing rights of
persons other than the members or stockholders of the savings bank.
Any number of amendments may be submitted and voted upon at any one
meeting of the members, stockholders, or board of directors.
(Source: P.A. 86-1213.)
(205 ILCS 205/8002) (from Ch. 17, par. 7308-2)
Sec. 8002. Procedure to amend articles.
(a) The procedure to effect an amendment of articles of
incorporation shall be as follows:
(1) The board of directors shall adopt a resolution     setting forth the proposed amendment and direct that it be submitted to a vote at an annual or special meeting of the members or stockholders.
(2) The proposed amendment shall be set forth in the     notice of meeting mailed as prescribed in Section 4003 of this Act.
(3) The proposed amendment shall be adopted upon     receiving the affirmative vote of a majority of the votes entitled to be cast, unless the articles of incorporation set forth a requirement that amendments of the articles of incorporation shall be adopted by an affirmative vote of two-thirds of the total number of votes entitled to be cast.
(b) A report of proceedings, including the notice given, the
time of mailing, the amendment adopted, the vote thereon, and the
total number of votes entitled to be cast, verified by the
president, vice president, or managing officer and attested to by
the secretary of the savings bank, shall be filed with the Secretary within 5
business days after the vote.
(c) Each adopted amendment shall be subject to the same
inquiry as the corresponding provision in the original articles.
If the Secretary approves an amendment he shall issue to
the savings bank a certificate setting forth the amendment and his
approval thereof.  The amendment shall become effective upon issuance of the certificate.
(d) An amendment of the articles of incorporation approved by the board of directors, the Secretary, and members as part of merger, sale of substantially all assets, change in control, holding company reorganization, or mutual to stock form conversion need not be approved under this Section.
(e) No amendment of articles of incorporation shall affect any existing cause of action either in favor of or against the savings bank or any pending action in which the savings bank shall be a party or the existing rights of persons other than members of the savings bank.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8002.1)
Sec. 8002.1. Procedure to amend articles of incorporation for name change.
(a) Notwithstanding the requirements of Section 8002 of this Act, a savings bank, after commencing business, may amend its articles of incorporation solely for purposes of changing the name of the savings bank, upon satisfactory completion of the following requirements:
(1) Submission by the board of directors of a     certified resolution approving the proposed name change and approving a plan for notifying all parties who may be affected by the change, including, but not limited to members, account holders, borrowers, creditors, and parties to whom or with whom commitments of any type are pending.
(2) The new name, as determined by the Secretary,     meets the requirements for names under this Act or rules established by the Secretary.
On satisfactory completion of these requirements, the Secretary shall issue an approved amendment to the articles of incorporation as provided for in subsection (c) of  Section 8002 of this Act.
(b) No amendment of the articles of incorporation to change the name of a savings bank shall affect any existing cause of action either in favor of or against the savings bank or any pending action in which the savings bank shall be a party, nor shall it affect the existing rights of persons other than members of the savings bank. No action brought by or against the savings bank under its former name shall be abated by reason of the change.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8003) (from Ch. 17, par. 7308-3)
Sec. 8003. Effect upon existing articles and bylaws. Any adopted or amended articles that contain provisions
contrary to the savings bank's bylaws shall serve to repeal the
particular bylaws without further action by the board.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8004) (from Ch. 17, par. 7308-4)
Sec. 8004. Merger; adoption of plan.
(a) Any depository institution may merge into a savings bank operating under
this Act, and a savings bank operating under this Act may merge into a
depository institution.  The board of directors of each merging depository
institution, by resolution adopted by a majority vote of all members of the
board, must approve the plan of merger.
(b) The plan of merger must include the following:
(1) The name of each of the merging depository     institutions, the name of the continuing savings bank or resulting depository institution, the location of the business office, and the location of the branch offices.
(2) With respect to the resulting savings bank or     resulting depository institution, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock and the par value of each share; the charter and bylaws of the resulting depository institution or savings bank; and a detailed financial Statement showing the assets and liabilities after the proposed merger.
(3) Provisions stating the method, terms, and     conditions of carrying the merger into effect, including the manner of converting the shares of the merging depository institutions into the cash, shares of stock, or other securities or properties Stated in the merger agreement to be received by the stockholders of each merging depository institution.
(4) Provisions governing the manner of disposing of     any shares of stock of the resulting savings bank or resulting depository institution that are not taken by the dissenting stockholders of each merging depository institution.
(5) Other provisions that appear necessary or     desirable or that the Secretary  may reasonably require to enable him to discharge his duties with respect to the merger.
(c) After approval by the board of directors of each depository institution,
the merger agreement shall be submitted to the Secretary for approval,
together with the certified copies of the authorizing resolutions of each board
of directors showing approval by a majority of the entire board of each merging
depository institution.  After receipt of the items specified herein, the Secretary
 may make or cause to be made an examination of the affairs of each
of the merging depository institutions and their affiliates and subsidiaries,
the expense of which is to be paid by the merging depository institutions.
(d) The Secretary may then approve or disapprove the proposed merger
agreement.  The Secretary shall not approve a merger agreement unless he
finds that:
(1) The resulting savings bank meets the requirements     of this Act for the formation of a new savings bank at the proposed main office of the resulting savings bank.
(2) The same conditions exist with respect to the     resulting savings bank that would be required under this Act for the organization of a new savings bank.
(3) The merger agreement is fair to all persons     affected.
(4) The resulting savings bank will be operated in a     safe and sound manner.
(e) If the Secretary disapproves of the proposed merger, he shall State
his objections in writing and give the merging depository institutions a Stated
period of time in which to amend the plan of merger to address the objections.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8005) (from Ch. 17, par. 7308-5)
Sec. 8005. Merger; vote of approval. If approved by the Secretary, the plan of merger shall be submitted to the
stockholders of the savings bank or depository institution for approval. The
Secretary may require that the plan of merger be submitted
to members of a mutual savings bank.  Each meeting of the
members or stockholders of a savings bank operating under
this Act shall be called and held in accordance with Section
4002. The plan is approved if it receives the affirmative vote
of two-thirds or more of the total votes entitled to be cast.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8006) (from Ch. 17, par. 7308-6)
Sec. 8006. Merger; Secretary's certificate. The executed merger agreement
together with copies of the resolutions of the members or stockholders of each
merging depository institution approving it, certified by the president or vice president,
and attested to by the secretary of the savings bank, shall be filed with the Secretary.  The Secretary
 shall then issue to the continuing savings bank a certificate of
merger, setting forth the name of each merging depository institution, the name
of the continuing savings bank, and the articles of incorporation of the
continuing savings bank.  The merger takes effect upon the issuance of the certificate of merger.
(Source: P.A. 97-492, eff. 1-1-12; 98-44, eff. 6-28-13.)
(205 ILCS 205/8007) (from Ch. 17, par. 7308-7)
Sec. 8007. Effect of merger. The continuing savings bank or resulting
depository institution shall be considered the same
business and corporate entity as each merging depository institution, with all
the property, rights, duties, and obligations of each merging depository
institution, except as otherwise provided by the articles of incorporation of
the continuing savings bank or resulting depository institution.  All liabilities of each of the merging institutions shall be
liabilities of the continuing savings bank or resulting depository institution; and all of the rights, franchises, and interests of
each of the merging depository institutions in and to every kind of property,
real, personal, or mixed shall vest automatically in the continuing savings
bank or resulting depository institution without
any deed or other transfer.  Any reference to a merging depository institution
in any writing, whether executed or effective before or after the merger, shall
be deemed a reference to the continuing savings bank or resulting depository
institution if not inconsistent with the other
provisions of the writing.  No pending action or other judicial proceeding to
which any merging depository institution is a party shall be abated or
dismissed by reason of the merger, but shall be prosecuted to final judgment in
the same manner as if the merger had not occurred.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8008) (from Ch. 17, par. 7308-8)
Sec. 8008. Merger;  Secretary's expenses. The expenses of any examination made by or at the direction
of the Secretary in connection with a proposed merger shall be
paid for by the merging savings banks or depository institutions.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8009) (from Ch. 17, par. 7308-9)
Sec. 8009. Sale of assets. Subject to regulations of the Secretary, a savings bank, in one
transaction not in the usual course of
business, may sell all or substantially all of its assets, with or
without its name and goodwill, to another savings bank or depository institution, in consideration of money, capital, or
obligations of the purchasing institution.  A savings bank may sell
any office or facility and equipment in conformity with the
regulations of the Secretary.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8010) (from Ch. 17, par. 7308-10)
Sec. 8010. Procedure to effect sale of all assets.
(a) The procedure to effect a sale authorized by Section 8009 of
this Act shall be as follows:
(1) The board of directors shall adopt a resolution     setting forth the terms of the proposed sale and shall submit the plan to the Secretary for his preliminary approval.  Upon receipt of approval by the Secretary, the plan shall be submitted to a vote of the members at a special or annual meeting.
(2) The terms shall be set forth in the notice of the     meeting as prescribed in subsection (b) of Section 4003 of this Act.
(3) The proposed sale will be approved by the members     or stockholders upon receiving in the affirmative two-thirds or more of the total number of votes that all members or stockholders of the savings bank are entitled to cast.  A proposal for the voluntary liquidation of the savings bank may be submitted to the members or stockholders at the same meeting or at any later meeting called for that purpose in accordance with Article 4 of this Act.  A report of proceedings, certified by the president or vice president and attested by the secretary of the savings bank, setting forth the terms of the proposed sale, the notice given and the time of its mailing, the vote on the proposal, and the total number of votes that all members or stockholders of the savings bank are entitled to cast, shall be filed with the Secretary.
(b) If the Secretary finds that the proposed sale is fair
to all holders of capital, creditors, and other persons concerned
and provision has been made for the disposition of the remaining
assets, if any, of the savings bank, as provided in this Act for
voluntary liquidation, he shall issue to the savings bank a
certificate of authorization for the sale with a copy of the
filed report of proceedings attached to the certificate.
(c) When the Secretary's certificate is issued, the
savings bank may complete the sale so authorized; except that the
savings bank must also have the approval of the Federal Deposit
Insurance Corporation.
(d) If the sale includes the name of the savings bank, the
purchaser shall have the exclusive right to that name for a period
of 5 years.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8011) (from Ch. 17, par. 7308-11)
Sec. 8011. 
		Authority to form a bridge charter.
(a) Any savings bank operating in Illinois under this Act may
form a bridge, vehicle, or other interim
charter as a means to effect a corporate restructuring,
a voluntary corporate change, or other transformation that does not
in reality create an additional new depository institution, but
that shall move insured liabilities from one depository institution
to another pursuant to a change in control, change in method of
ownership, merger, or other charter change that results in no new
net insurable deposits.  That charter or institution shall be
known as an interim, vehicle, bridge, or pass-through charter
or institution and may become or receive the continuing or
surviving depository institution or may be a conduit through which
an existing depository institution's assets, liabilities, fixtures, personnel,
rights, and property of every type are passed in order to effect
a desirable corporate change.  In connection with the formation of
that type of institution, an existing depository institution may amend,
modify, or add to its articles of incorporation and bylaws to remove any
depository function and to remove any deposits that would require insurance
of accounts under Section 1005 of this Act.
(b) Application to form an entity under authority of this
Section shall be made on forms to be prescribed by the
Commissioner.  The Commissioner may issue rules and regulations to
govern the formation of, and the standards and supervisory
considerations to be applied to, the charters.
(c) If a savings bank operating under this Act desires to
apply for a permit to organize a new depository institution in order to
facilitate or effect a corporate restructuring, to alter or
relocate the depository institution's ownership, to effect a merger, sale or
purchase of assets or in order to facilitate conversion to another
charter, the Commissioner shall require the filing of an
application to create a transitional charter.
(d) The application shall contain the following:
(1) The names and addresses of the organizers with     information as required by Article 3.
(2) Any accompanying filings required by other     regulatory authorities.
(3) A statement from the applicant's certified public     accountant describing and analyzing the method to effect the transaction.
(4) A 5-year plan for the resulting depository     institution and for any corporate remnant of the original depository institution regarding the disposition, acquisition, or expansion of assets; capital enhancement; disposition of earnings and profits; and geographic or other expansion or contraction.
(5) The purpose of the new entity with documentation     as required by the Commissioner.
(6) Whether the core base deposits will be expanded     in a manner that would require increased insurance of accounts together with details for the appropriate filings.
(7) Ownership structure including any contemplated     sales of stock of subsidiaries, affiliates, or parent companies, as well as of the savings bank.
(8) Articles of incorporation and bylaws of the     original, interim, and resulting institutions.
(Source: P.A. 86-1213.)
(205 ILCS 205/8012) (from Ch. 17, par. 7308-12)
Sec. 8012. 
		
		Conversion of an existing depository institution
to a savings bank.
(a) Except as provided in subsection (b),
an existing depository institution may become an
Illinois savings bank by:
(1) Applying to the Commissioner of Banks and Real     Estate for an Illinois savings bank charter.
(2) Obtaining insurance of accounts from a deposit     insurance corporation.
(3) Complying with the provisions of this Act and the     rules and regulations of the Commissioner, except that any requirements of publication, notice, and public hearing are hereby waived.
(4) Paying all outstanding bills for supervisory     fees, examination fees, membership fees, other fees, penalties, and assessments associated with its original charter.
(5) Recording a savings bank charter in the county of     its company headquarters.
(6) Giving notice to its original chartering     authority and surrendering its charter to its chartering authority upon approval of the Commissioner.
(b) A federal association required by a law of the United States to
convert to a national bank or to a depository institution chartered under the
laws
of the State of Illinois that elects to become a savings bank may apply for an
expedited process under this subsection.  Upon filing with the Commissioner a
certified copy of the conversion registration statement filed with the
appropriate
federal regulatory agency and a certificate issued by that federal regulatory
agency showing that the federal association has complied with the provisions
of federal law, the Commissioner shall issue a savings bank charter to the
converting federal association, provided the converting federal association:
(i) furnishes evidence of insurance of accounts from     a deposit insurance corporation;
(ii) complies with the provisions of this Act and the     rules of the Commissioner, except that any requirements of publication notice and public hearing are waived; and
(iii) records the savings bank charter in the county     of its principal place of business.
(c) A federal savings association that converts to a savings bank under
subsection (b) of this Section shall not be required to pay any application
fees
in connection with the conversion.
(Source: P.A. 89-508, eff. 7-3-96; 90-270, eff. 7-30-97.)
(205 ILCS 205/8013) (from Ch. 17, par. 7308-13)
Sec. 8013. Emergency merger. With the prior approval of the Secretary, which approval shall state that the proposed merger is in his
opinion necessary for the protection of the depositors and other creditors,
any savings bank that is an eligible depository institution, as defined in
the Illinois Banking Act, may, by a vote of a majority of its board of
directors and without a vote of its members or stockholders, merge with
another savings bank or depository institution, with the other savings bank or depository institution being the resulting
or continuing savings bank or depository institution.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8014) (from Ch. 17, par. 7308-14)
Sec. 8014. Emergency sale of assets.
(a) With the approval in writing of the Secretary, which
approval shall state that the proposed sale is, in his opinion,
necessary for the protection of the depositors and other creditors,
any savings bank that is an eligible depository institution, as defined in Section 2 of the Illinois Banking Act may, by a vote of a majority of its board of
directors and without a vote of its members or stockholders, sell
all or any part of its assets to another savings bank or depository institution or to the Federal Deposit Insurance Corporation, provided that a savings bank or depository institution assumes in writing
all of the liabilities of the selling savings bank.
(b) Notwithstanding any other provisions of this Act, a
savings bank may sell to any savings bank or depository institution an insubstantial portion of its total deposits.  The sale of an insubstantial
portion of a savings bank's deposits may be by vote of a majority
of the board of directors, and, with approval of the Secretary,
without a vote of its members or stockholders.
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8015) (from Ch. 17, par. 7308-15)
Sec. 8015. Change in control.
(a) No person, whether acting directly or indirectly or through or in concert with one or more persons, may acquire control of a savings bank operating under this Act without prior approval of the Secretary. The provisions of this Section do not apply to an established holding company acquiring control of a State savings bank if the transaction is subject to approval under the Federal Deposit Insurance Act, the federal Home Owners' Loan Act, or Section 3 of the federal Bank Holding Company Act.
(b) Any person seeking to acquire control of a savings bank or subsidiary of a savings bank operating under this Act shall submit an application in the form required by the Secretary.
(c) The Secretary may examine the books and records of the applicant and related persons, investigate any matter relevant to the application, and require the applicant to submit additional information and documents.
(d) The Secretary shall not approve an acquisition of control unless the application and related examination and investigation permit the Secretary to find positively on all of the following matters:
(1) The applicant has filed a complete application,     has cooperated with all examinations and investigations of the Secretary, and has submitted all information and documents requested by the Secretary.
(2) The applicant and proposed management have the     necessary competence, experience, integrity, and financial ability.
(3) The business plans of  the applicant are     consistent with the safe and sound operation of the savings bank and the purposes of this Act.
(4) The acquisition of control would not be     inequitable to members, borrowers or creditors of the savings bank.
(5) The applicant and proposed management have     complied with subsection (f) of this Section.
(6)     The future prospects of the institution will     not jeopardize the financial stability of the savings bank or prejudice the interests of the members of the savings bank.
(e)  Shares of stock or mutual members shares acquired in violation of subsection (a) of this Section shall not be voted and shall not be counted in calculating the total number of shares eligible to vote.  In addition to any other action authorized under this Act, the Secretary may require divestment of shares of stock acquired in violation of this Section and may require retirement of the withdrawal value of accounts providing mutual member voting shares acquired in violation of this Section, in which case the savings bank shall pay accrued interest on the retired withdrawal value and shall not assess any penalty for early withdrawal.
(f)  An individual, whether acting directly or indirectly or through or in concert with one or more persons, shall file written notice to the Secretary within 10 days of the occurrence of either of the following events:
(1) becoming, directly or indirectly, the  beneficial     owner of more than five percent of the voting shares of a savings bank or savings bank holding company; or
(2) obtaining, directly or indirectly, the power to     cast more than five percent of the member votes of a savings bank or savings bank holding company.
The requirements of this subsection (f) are separate and in addition to the requirements of subsection (a) of this Section.
(g)  The Secretary may promulgate rules to implement this provision, including definitions, form and content of application or notice, procedures, exemptions, and requirements for approval.
(h) As used in this Section, a person is acting in concert if that person is acting in concert under federal laws or regulations.
(Source: P.A. 100-888, eff. 8-14-18.)
(205 ILCS 205/8016) (from Ch. 17, par. 7308-16)
Sec. 8016. Procedure for conversion from a savings bank charter.
(a) Any savings bank operating under this Act may convert to any other
depository institution chartered under
the laws and regulations of this State or under the laws and regulations of
the United States in accordance with the
following requirements:
(1) The converting savings bank shall notify the     Secretary of its intent to convert.  Notice should be submitted when the savings bank first submits a request to convert to the appropriate State or federal authorities, but in no case less than 30 days before the conversion.  Approval of the conversion by the Secretary shall not be required except when the savings bank converts to a depository institution that is also chartered by the Secretary in which case the savings bank shall comply with State law and regulations applicable to the conversion to such depository institution.
(2) The board of directors shall approve a plan of     conversion by resolution adopted by majority vote of all of the directors.
(3) Upon notice prescribed by subsection (a) of     Section 4003 of this Act, the plan of conversion shall be adopted upon receiving in the affirmative two-thirds or more of the total number of votes that all members of the savings bank are entitled to cast.  A report of proceedings, certified by the president or a vice president and attested by the secretary of the savings bank, shall be filed promptly with the Secretary.
(4) The savings bank shall pay all accrued     supervisory fees and other fees and assessments under this Act as of the date of conversion.
(5) Upon completion of the conversion, the charter of     the savings bank shall automatically terminate and the savings bank charter or a true copy of the charter shall be returned to the Secretary.
(b) (Blank).
(Source: P.A. 97-492, eff. 1-1-12.)
(205 ILCS 205/8017)
Sec. 8017. 
		Guidelines for the processing of completed applications.
(a) All procedures, notice, or transactions under Article VIII requiring
approval of the Commissioner shall be governed by this Section and designated
as an "application".
(b) An application submitted under this Article to the Commissioner for
processing shall comply with all applicable regulations and guidelines
governing the filing of the applications.  The Commissioner shall adopt rules
to ensure timely processing of all applications.  Rules governing the
processing of an application for change in control shall conform to the
requirements of Section 8015.
(Source: P.A. 88-579, eff. 8-12-94.)
(205 ILCS 205/8018)
Sec. 8018. Waiver of requirements.   Notwithstanding any provision of this Article, the requirements imposed by this Article on a savings bank that seeks to convert to, merge into, or sell substantially all of its assets to a depository institution that is not a savings bank shall be no more burdensome or restrictive than the requirements imposed by federal or other state law on a depository institution that is not a savings bank that seeks to convert to, merge into, or sell substantially all of its assets to a savings bank.  The Secretary may waive any such requirement imposed by this Article that is more burdensome or restrictive.
(Source: P.A. 97-492, eff. 1-1-12.)