Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1990 - Articles of Incorporation - Restrictions Permitted

Current through Register Vol. 48, No. 28, July 12, 2024
a) A converting savings bank's articles of
				incorporation may include the following provision:
1) Certain Provisions Applicable for 5 Years.
				Notwithstanding anything contained in the savings bank's charter article,
				articles of incorporation, or bylaws to the contrary, for a period of (specify
				number of years up to 5) years from the date of completion of the conversion of
				the savings bank from mutual to stock form, the following provisions shall
				apply:
A) Beneficial Ownership Limitation.
				Except for sales of stock required by the federal insurer of accounts or the
				Director, no person shall directly or indirectly offer to acquire or acquire
				the beneficial ownership of more than 10% of any class of an equity security of
				the savings bank. This limitation shall not apply to a transaction in which the
				savings bank forms a holding company without change in the respective
				beneficial ownership interests of its stockholders other than pursuant to the
				exercise of any dissenter and appraisal rights, the purchase of shares by
				underwriters in connection with a public offering, or the purchase of shares by
				a employee stock benefit plan. In the event shares are acquired in violation of
				this Section, all shares beneficially owned by any person in excess of 10%
				shall be considered "excess shares" and shall not be counted as shares entitled
				to vote and shall not be voted by any person or counted as voting shares in
				connection with any matters submitted to the stockholders for a vote. For
				purposes of this provision, the following definitions apply: the term "person"
				includes an individual, a group acting in concert, a corporation, a
				partnership, an association, a joint stock company, a trust, an unincorporated
				organization or similar company, a syndicate or any other group formed to
				acquire, hold or dispose of the equity securities of the savings bank; the term
				"offer" includes every offer to buy or otherwise acquire, solicitation of an
				offer to sell, tender offer for, or request or invitation for tenders of, a
				security or interest in a security for value; the term "acquire" includes every
				type of acquisition, whether effected by purchase, exchange, operation of law
				or otherwise; and the term "acting in concert" means knowing participation in a
				joint activity or conscious parallel action towards a common goal whether
				pursuant to an express agreement, or a combination or pooling of voting or
				other interests in the securities of an issuer for a common purpose pursuant to
				any contract, understanding, relationship, agreement or other arrangements,
				whether written or otherwise.
B)
				Cumulative Voting Limitation. Stockholders shall not be permitted to cumulate
				their votes for election of organization directors.
C) Call for Special Meetings. Special
				meetings of stockholders relating to changes in control of the association or
				amendments to its charter shall be called only upon direction of the board of
				directors.