Statutes > Illinois Statutes > CHAPTER 205 FINANCIAL REGULATION > 205 ILCS 205/ Savings Bank Act. > Article 3 - Incorporation And Organization

Article 3 - Incorporation And Organization


      (205 ILCS 205/Art. 3 heading)
ARTICLE 3. Incorporation and Organization

    (205 ILCS 205/3001) (from Ch. 17, par. 7303‑1)
    Sec. 3001. Application for permit to organize.
    (a) Not fewer than 5 nor more than 20 persons may organize a savings bank under this Act.
    (b) The Commissioner shall determine the minimum required capital which shall be at least the minimum required to obtain insurance of accounts as required by this Act and shall include additional amounts as the Commissioner may find necessary, based upon duly promulgated regulations.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/3002) (from Ch. 17, par. 7303‑2)
    Sec. 3002. Contents of application for permit to organize. The application for a permit to organize shall be on forms required by the Commissioner, shall include all information as he deems necessary but must include at least the following:
        (1) The name, address, social security number, date
     of birth, business address, home address, place of birth, and occupation of each organizer.
        (2) The name of the proposed savings bank.
        (3) The address of the headquarters, main business
     office, and branches, if known, of the proposed savings bank. Information must include any real estate interests of the organizers that may be involved with any of these locations.
        (4) The anticipated duration of the proposed savings
     bank, which may be perpetual.
        (5) An audited financial statement of any
     corporation or partnership that is one of the organizers or that shall be either a controlling interest in the proposed savings bank, a lender to the proposed savings bank, or a lender for purposes of acquiring an interest in the proposed savings bank to any of the controlling interests. The Commissioner shall define by regulation the terms "controlling interest" and "lender".
        (6) The proposed articles of incorporation and
     bylaws.
        (7) The number of shares of capital stock; the
     number of shares and classes of preferred stock, if any; the par value of each type of stock which may not be less than $1; the number of shares to be sold and the per share initial offering price of each share.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/3003) (from Ch. 17, par. 7303‑3)
    Sec. 3003. Contents of articles of incorporation.
    (a) The articles of incorporation shall set forth:
        (1) The name of the savings bank.
        (2) The initial location of the business office.
        (3) The duration of existence, which shall be
     perpetual unless otherwise specified.
        (4) The initial number of directors, not less than 5.
        (5) The authorization, if any, to issue deposit
     accounts, the aggregate amount of which may be unlimited.
        (6) The authorization, if any, to issue stock, the
     aggregate number of shares and the par value per share, which shall not be less than $1.
        (7) The quorum required for action of members if a
     quorum other than that specified in this Act is desired.
        (8) Any other provision, not inconsistent with law,
     which the subscribers or members may desire, for the internal regulation of the affairs of the savings bank.
    (b) A savings bank may include in its original articles of incorporation or amended articles a requirement that proposed amendments to the articles of incorporation shall be adopted by the affirmative vote of two‑thirds of the total number of votes entitled to be cast.
    (c) The articles of incorporation need not set forth any of the powers that this Act confers.
(Source: P.A. 89‑74, eff. 6‑30‑95.)

    (205 ILCS 205/3004) (from Ch. 17, par. 7303‑4)
    Sec. 3004. Contents of bylaws.
    (a) The bylaws of the savings bank shall provide for the following matters consistent with any applicable provisions of this Act:
        (1) The number of directors and the minimum
     frequency of directors' meetings, which shall be at least monthly, except that less frequent meetings may be allowed with prior written authorization of the Commissioner.
        (2) The titles and duties of the officers.
        (3) The officers authorized, or who may be
     authorized, by the directors to execute instruments.
        (4) A description of the corporate seal.
        (5) The fiscal year of the savings bank.
        (6) The location of the business office.
        (7) The date of the annual meeting of the members,
     which may be not more than 120 days after the close of the savings bank's fiscal year.
    (b) The bylaws may provide also for any or all of the following matters, among others, consistent with any applicable provisions of this Act:
        (1) The method of calling special meetings of the
     members, requirements for giving notice of meetings of members in addition to the notice prescribed by this Act, methods of nominating directors and other voting and election procedures.
        (2) The method of determining the record date for
     voting, dividend, and other purposes.
        (3) The procedure for the transfer of ownership of
     capital and for the enforcement of charges and liens.
        (4) The plan or plans under which deposit accounts
     are to be issued; the classes into which they may be divided; and the characteristics of each class as to time of issuance, times and amounts of payments to be made, classification for payment of interest, and other terms as are permitted by this Act.
        (5) The method by which the directors may enforce
     retirement of unpledged deposit accounts.
        (6) The frequency with which profits of the savings
     bank shall be apportioned and the methods of apportionment.
        (7) Provision for establishment of executive, loan,
     investment, and appraisal committees, other special or standing committees as may be desirable, and for an overall business plan for the savings bank.
    (c) The Commissioner may publish one or more standard forms of bylaws conforming to the provisions of this Act which may be adopted by savings banks.
(Source: P.A. 89‑320, eff. 1‑1‑96; 90‑301, eff. 8‑1‑97.)

    (205 ILCS 205/3005) (from Ch. 17, par. 7303‑5)
    Sec. 3005. Permit to organize.
    (a) The Commissioner may require additional information and conduct whatever investigation necessary to determine whether to issue a permit to organize, including the subpoenaing of books and records, taking of public testimony, and conducting hearings. The applicants shall share jointly and severally the expense of the investigations.
    (b) The Commissioner must find and declare, based on the record of application and his investigation that:
        (1) The proposed management, business plan, and
     capitalization promise to meet regulatory requirements.
        (2) The application information is not in dispute.
        (3) The proposed name is not deceptively similar to
     that of other financial institutions within an area defined by regulation of the Commissioner.
        (4) The proposed business plan and capitalization
     promise to serve the needs of the community and its residents.
        (5) Insurance of accounts shall be effective prior
     to issuance of a charter.
    (c) The Commissioner may promulgate rules to implement and administer this Section.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/3006) (from Ch. 17, par. 7303‑6)
    Sec. 3006. Temporary organization and capital subscriptions.
    (a) Each applicant shall become a member of the organization committee and shall elect officers and directors of the savings bank in organization.
    (b) The officers and directors shall secure subscriptions for capital in the form of pledges to purchase stock.
    (c) The officers and directors shall prepare articles of incorporation, bylaws, and other items as required by regulation of the Commissioner.
    (d) The directors shall apply for insurance of accounts and advise the Commissioner of each filing, conference, and all correspondence accompanying and required by a filing.
    (e) The officers and directors shall take any other actions necessary to complete organization.
    (f) The officers and directors shall furnish the Commissioner with the names and addresses of all investors who have subscribed to purchase stock.
(Source: P.A. 86‑1213.)

    (205 ILCS 205/3007) (from Ch. 17, par. 7303‑7)
    Sec. 3007. Completion of organization. When all of the requirements of this Act are completed, the Commissioner may require additional assurances, information, capital, or agreements from the officers or directors of the organization. When requirements of this Act, federal law, the Commissioner's requests, and the Commissioner's regulations are completed, the Commissioner shall issue a certificate of complete organization. The certificate of complete organization shall be replaced by the issuance of a charter once the savings bank obtains federally sponsored insurance of its accounts.
(Source: P.A. 86‑1213.)