Bill Text: IL SB1422 | 2009-2010 | 96th General Assembly | Enrolled

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Bill Title: Amends the Savings Bank Act. Changes the definition of "control" to include certain persons or entities that engage in specific activities that have 10% or more of the capital stock or members shares of a mutual savings bank or mutual savings bank holding company. Provides that 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 the Act without prior approval of the Commissioner of Banks and Real Estate. Specifies the activities that the Commissioner may engage in with respect to investigating or approving the change in control of a savings bank. Provides that the Commissioner may prohibit participation in the affairs of any savings bank by any current, former, or prospective officer, director, employee, or agent of a savings bank, if he or she finds that the person or persons engages in specified activities. Provides that "institution affiliated party" includes a person who has filed or is required to file a change-in-control application (instead of change-in-control notice) with the Commissioner. Effective immediately.

Spectrum: Partisan Bill (Democrat 2-0)

Status: (Passed) 2009-08-18 - Public Act . . . . . . . . . 96-0585 [SB1422 Detail]

Download: Illinois-2009-SB1422-Enrolled.html

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AN ACT concerning financial regulation.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Savings Bank Act is amended by changing
Sections 1007.35, 8015, 11003, and 11005 and by adding Section
2001.40 as follows:
(205 ILCS 205/1007.35) (from Ch. 17, par. 7301-7.35)
Sec. 1007.35. "Control", unless specified otherwise in
this Act, shall mean:
(1) the ability of any person, entity, persons, or
entities acting alone or in concert with one or more
persons or entities, to own, hold, or direct with power to
vote, or to hold proxies representing, 10% or more of the
voting shares or rights of capital stock of a savings bank,
savings bank subsidiary, savings bank affiliate, or
savings bank holding company or 10% or more of the members
shares of a mutual savings bank or mutual savings bank
holding company;
(2) the ability to achieve in any manner the election
or appointment of a majority of the directors of a savings
bank; or
(3) the power to direct or exercise significant
influence over the management or policies of the savings

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bank or savings bank affiliate.
"Control" does not include the voting of proxies obtained
from depositors if the proxies are voted as directed by a
majority of the board of directors of the savings bank or of a
committee of directors when the committee's composition and
powers may be revoked by a majority vote of the board of
directors.
(Source: P.A. 92-483, eff. 8-23-01.)
(205 ILCS 205/2001.40 new)
Sec. 2001.40. Company. "Company" means any corporation,
limited liability company, partnership, joint venture, trust,
estate, association, or unincorporated association.
(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 Commissioner. Any person, whether acting
directly or indirectly or through or in concert with one or
more persons, shall give the Commissioner 60 days written
notice of intent to acquire control of a savings bank or
savings bank affiliate operating under this Act. The
Commissioner shall promulgate rules to implement this
provision including definitions, application, procedures,

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standards for approval or disapproval.
(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 Commissioner.
The Commissioner may examine the books and records of any
person giving notice of intent to acquire control of a savings
bank operating under this Act.
(c) The Commissioner 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. The Commissioner
may approve or disapprove an application for change of control.
(d) The Commissioner shall not approve an acquisition of
control unless the application and related examination and
investigation permit the Commissioner 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
Commissioner, and has submitted all information and
documents requested by the Commissioner.
(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.

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(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 (e) of this Section.
(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 Commissioner 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 Commissioner 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

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addition to the requirements of subsection (a) of this Section.
(g) The Commissioner may promulgate rules to implement this
provision, including definitions, form and content of
application or notice, procedures, exemptions, and
requirements for approval.
(Source: P.A. 92-483, eff. 8-23-01; 92-811, eff. 8-21-02.)
(205 ILCS 205/11003) (from Ch. 17, par. 7311-3)
Sec. 11003. Removal and prohibition authority.
(a) In addition to other provisions of this Act concerning
officers and directors, the Commissioner may remove or suspend
from any savings bank operating under this Act any officer,
director, employee, or agent of a savings bank, and the
Commissioner may prohibit participation in the affairs of any
savings bank by any current, former, or prospective officer,
director, employee, or agent of a savings bank, if he finds any
of the following that:
(1) The person or persons have directly or indirectly
violated any law, regulation, or order including orders,
conditions, and agreements between the savings bank and the
Commissioner or between the savings bank and its federal
regulators.
(2) The person or persons have breached their fiduciary
or professional responsibilities to the savings bank.
(3) The person or persons have engaged or participated
in unsafe action in conducting the business of a savings

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bank, a savings bank holding company, or a savings bank
affiliate.
(4) The person or persons have obstructed or impeded an
examination or investigation of a savings bank, a savings
bank holding company, or savings bank affiliate.
(5) The person or persons have similarly behaved
towards any other insured depository institution or
otherwise regulated entity or that the person or persons
are the subject of any final order issued by the federal
insurer, the Office of the Comptroller of the Currency, the
Federal Reserve Board, a state financial institutions
regulator, the Securities and Exchange Commission, or by a
state or federal court of law.
(b) The Commissioner may serve upon a party a written
notice of the Commissioner's intention to remove or suspend the
party from office in the savings bank or to prohibit any
participation in any manner by the party in the affairs of any
savings bank, if the Commissioner finds because of a violation
of subsection (a) any of the following that:
(1) Any savings bank, other insured depository
institution, or other regulated entity has or probably will
suffer financial loss or other damage.
(2) The interests of the savings bank's depositors or
other insured depository institution's depositors have
been or could be prejudiced.
(3) The party has received financial gain or other

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benefit by reason of the violation and the Commissioner
finds that the . (4) The violation or breach involves
personal dishonesty on the part of the party or
demonstrates willful or continuing disregard by the party
for the safety and soundness of the savings bank or other
insured depository institution.
(Source: P.A. 92-483, eff. 8-23-01.)
(205 ILCS 205/11005) (from Ch. 17, par. 7311-5)
Sec. 11005. Institution affiliated party. As used in this
Act, the term "institution affiliated party" shall mean a
director, officer, employee, agent, or controlling stockholder
of a savings bank operating under this Act; a person who has
filed or is required to file a change-in-control application
notice with the Commissioner; any person subject to an order of
or a party to an agreement with the Commissioner pertaining to
a savings bank; a shareholder of, consultant to, joint venture
partner of, or an independent contractor for (including
accountants, appraisers and attorneys) any other person who
participates in a significant way in the affairs of a savings
bank operating under this Act.
(Source: P.A. 91-97, eff. 7-9-99.)
Section 99. Effective date. This Act takes effect upon
becoming law.