Statutes > Illinois Statutes > CHAPTER 805 BUSINESS ORGANIZATIONS > 805 ILCS 35/ Illinois Development Credit Corporation Act.

805 ILCS 35/ Illinois Development Credit Corporation Act.

    (805 ILCS 35/1) (from Ch. 32, par. 1001)
    Sec. 1. This Act shall be known and may be cited as the Illinois Development Credit Corporation Act.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/2) (from Ch. 32, par. 1002)
    Sec. 2. The purpose of this Act is to assist and encourage the development and advancement of the business prosperity and economic welfare of the State, to assist and encourage the expansion of existing industries and the location of new industries in this State, and to provide for maximum opportunities for employment, and to these ends to establish a source of credit not otherwise available through conventional commercial channels for the promotion, development and conduct of new and expanded business activities in this State.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/3) (from Ch. 32, par. 1003)
    Sec. 3. As used in this Act, unless the context otherwise requires:
    "Development credit corporation" means any corporation organized pursuant to this Act for the purposes prescribed in Section 4 of this Act.
    "Financial institution" means any bank, trust company, savings and loan association, insurance company, or related corporation, partnership, foundation or other institution, authorized to do business in the State of Illinois and engaged primarily or largely in lending or investing funds.
    "Member" means any financial institution which undertakes to lend money to a development credit corporation upon its call and in accordance with Section 15 of this Act.
    "Board of Directors" means the board of directors of a development credit corporation.
    "Loan Limit" means, for any member, the maximum amount permitted to be outstanding at any one time on loans made by such member to a development credit corporation, as determined by the provisions of this Act and shall include the aggregate unpaid principal amount of all obligations or evidences of indebtedness, or participations therein, of any development credit corporation, owned by such member.
    "Director" means the Director of Financial Institutions.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/4) (from Ch. 32, par. 1004)
    Sec. 4. The purposes of a development credit corporation shall be limited to those provided in this Section and shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of the State of Illinois and its citizens; to encourage and assist, when usual, customary credit is not available, through loans, investments, or other business transactions, the location of new business and industry in the State; to rehabilitate and assist existing business and industry in this State; to stimulate and assist in the expansion of any kind of business activity which would tend to promote business development and maintain the economic stability of this State, provide maximum opportunities for employment and improve the standard of living of the citizens of this State; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational development in this State; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this State.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/5) (from Ch. 32, par. 1005)
    Sec. 5. Any 3 or more qualified natural persons, all of whom shall be bona fide residents of this State, who desire to associate themselves for the purpose of establishing and operating a development credit corporation may subscribe, acknowledge and file with the Director for approval articles of incorporation as set out in Section 11.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/6) (from Ch. 32, par. 1006)
    Sec. 6. As soon as practicable after the receipt of the proposed articles of incorporation, the Director shall, from the best sources of information available, ascertain the character and general fitness of the applicants and their standing in their respective communities. The Director shall issue his certificate approving the articles of incorporation and authorizing the applicants to proceed with the organization of the development credit corporation if he is satisfied:
    (1) That all the applicants are bona fide residents of the State;
    (2) That they have the confidence of their respective communities;
    (3) That the proposed articles of incorporation conform to the provisions of Section 11 of this Act.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/6.1)
    Sec. 6.1. All moneys received by the Department of Financial Institutions under this Act shall be deposited in the Financial Institutions Fund created under Section 6z‑26 of the State Finance Act.
(Source: P.A. 88‑13.)

    (805 ILCS 35/7) (from Ch. 32, par. 1007)
    Sec. 7. Upon receipt of the certificate of preliminary approval the applicants may proceed to complete the organization of the development credit corporation, to obtain subscriptions for and payment of its capital stock, and do all other things necessarily incidental and preliminary to its transacting business.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/8) (from Ch. 32, par. 1008)
    Sec. 8. When the applicants have completed the organization of the proposed development credit corporation, they shall file with the Director a certificate of organization executed by its president and attested by its secretary and with its seal affixed thereto, certifying:
        (1) the name and addresses of all of its subscribers
     of stock, the number of shares subscribed and the number of shares fully paid for by each;
        (2) the total number of shares subscribed, but not
     fully paid for;
        (3) the total number of shares paid in full;
        (4) the name and address of any depositary holding
     on deposit any funds of the development credit corporation;
        (5) the names and addresses of the officers and
     members of the executive committee, if any, of the development credit corporation.
    The certificate of organization of the applicant shall be accompanied by:
        (1) the certificate of any named depositary
     certifying the amount of funds on deposit to the credit of the development credit corporation;
        (2) any bylaws or resolutions which have been
     adopted.
(Source: P.A. 91‑357, eff. 7‑29‑99.)

    (805 ILCS 35/9) (from Ch. 32, par. 1009)
    Sec. 9. As soon as practicable after the filing of the certificate of organization by the applicants, the Director shall issue to the applicants a certificate of incorporation in such form as he may prescribe, if the Director, from the best information available, determines that:
    (1) The holders of the fully paid stock of the corporation are at least 10 in number;
    (2) Not less than $50,000 has been received in cash for the fully paid stock of the corporation;
    (3) The bylaws and regulations submitted, if any, are in conformity with the articles of incorporation and the provisions of this Act and not in conflict with any law of this State.
    The Director shall return to the applicants one of the articles of incorporation submitted to him and shall indorse thereon the issuance by him of the certificate of incorporation.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/10) (from Ch. 32, par. 1010)
    Sec. 10. Upon the issuance of the certificate of incorporation by the Director, the corporate existence of the development credit corporation begins. The certificate of incorporation is conclusive except as against the State, that all conditions precedent have been complied with and that the corporation has been incorporated under this Act.
    A copy of the articles of incorporation, indorsed by the Director, shall be filed for recordation in the office of the recorder in the county in which the principal office of the development credit corporation is located.
(Source: P.A. 83‑358.)

    (805 ILCS 35/11) (from Ch. 32, par. 1011)
    Sec. 11. The articles of incorporation for a development credit corporation organized under the provisions of this Act shall state:
    (1) The name of the corporation, which name shall include the words "Illinois Development Credit Corporation" but shall have in addition a numerical or other designation so as to distinguish it from any development credit corporation which may be organized subsequently and the name shall be such as to distinguish it from any other corporation organized under the laws of this State;
    (2) The purpose for which the corporation is formed;
    (3) The period of duration of the corporation, which may be perpetual or limited;
    (4) The address of its principal office and the name of its agent on whom process may be served;
    (5) The total number of shares of stock which the corporation is authorized to issue, the number of shares of each class, the par value of such shares, or a statement that the shares are of no par value;
    (6) The number of directors, not less than 18, to be elected at the annual meeting;
    (7) The names and addresses of the incorporators, not less than 3, who will manage the affairs of the corporation until the first meeting of stockholders and members;
    (8) Any provisions, not inconsistent with law, which the incorporators may choose to insert for the regulation of the business and the conduct of the affairs of the corporation.
    It is not necessary to set out in the articles of incorporation any of the corporate powers enumerated in this Act.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/12) (from Ch. 32, par. 1012)
    Sec. 12. The articles of incorporation may be amended by a majority vote of the stockholders and members who will vote in accordance with Section 16 of this Act at any regular meeting or at a special meeting called for that purpose.
    Articles of amendment signed by the president or vice president and attested by the secretary certifying to the amendment and its lawful adoption shall be executed, acknowledged and filed with the Director and, when approved by the Director, recorded with a certificate of the Director approving the articles of amendment, in the same manner as the original articles of incorporation. As soon as the Director issues his certificate of amendment the amendment is in effect.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/13) (from Ch. 32, par. 1013)
    Sec. 13. The first annual meeting shall be held as soon as practicable after the issuance of a certificate of incorporation. The first and subsequent annual meetings of stockholders and members shall be called as provided in the bylaws of the corporation.
    At the first annual meeting, and at annual meetings thereafter the directors shall be elected by vote of the stockholders. At all meetings, annual or special, for whatever purpose held, stockholders shall have one vote for each share of stock owned. When voting in elections for directors every stockholder shall have the right to vote, in person or by proxy, for the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate such shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/14) (from Ch. 32, par. 1014)
    Sec. 14. The management of the affairs of the corporation shall be administered by a board of directors. Until the first meeting of stockholders, the incorporators shall have the powers and perform the duties ordinarily possessed and exercised by a board of directors. Thereafter, the board of directors shall be composed of not less than 18 persons who shall be residents of this State. Each member shall be entitled to nominate at least one candidate at any election of directors for consideration by the shareholders together with candidates for director nominated by any shareholder.
    The directors shall hold office until their successors are elected and qualified.
    No director shall receive any salary until the earned surplus of the corporation equals the total of the capital and paid‑in surplus as provided in Section 19.
    The Executive Director of the Board of Economic Development, or the Director or other chief executive officer of any department or agency which may succeed such Board, shall be given notice of all meetings of the board of directors and may attend any such meeting for the purpose of presenting suggested prospects desiring financial help whose industrial expansion and development are consistent with the desired economic development of the State.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/15) (from Ch. 32, par. 1015)
    Sec. 15. A financial institution may request membership in a development corporation by making application to the board of directors thereof on such form and in such manner as such board of directors may require, and membership shall become effective upon acceptance of such application by said board. No financial institution shall become a member of more than one development credit corporation.
    Each member of any development corporation shall make loans to such development corporation as and when called upon by that corporation to do so, subject to the following:
    1. All loan limits shall be established at the thousand dollar amount nearest the amount computed in accordance with the provisions of this section.
    2. The total amount outstanding at any one time on loans to a development corporation made by a member thereof when added to the amount of the investment in the capital stock of such corporation and held by such member, shall not exceed the lesser of:
    a. 20 per cent of the total amount then outstanding on loans to such development corporation by all members thereof, including in said total amount outstanding amounts validly called for loan but not yet loaned.
    b. The limit, to be determined as of the time such member becomes a member, on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership and adjusted at the end of each subsequent fifth year, as follows:
    (1) National and State banks and trust companies‑‑2 per cent of the paid‑in capital, surplus and undivided profits.
    (2) Savings and loan associations‑‑2 per cent of the general reserve account, surplus, permanent reserve shares and undivided profits.
    (3) Stock insurance companies except fire insurance companies‑‑1 per cent of capital and unassigned surplus.
    (4) Mutual insurance companies except fire insurance companies‑‑1 per cent of the unassigned surplus.
    (5) Fire insurance companies‑‑1 per cent of the assets.
    (6) Similar corporations, partnerships, foundations or other institutions licensed to do business in this State and engaged primarily in lending or investing funds‑‑such limits as may be approved by the board of directors of the development credit corporation.
    3. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding obligations of the corporation to such member at the time of such call.
    4. Upon written notice given at least 6 months in advance, a member of the corporation may withdraw from membership in the corporation at the expiration date of such notice. A member shall not be obligated to make any loans to the development corporation pursuant to calls made subsequent to the withdrawal of said member.
    5. All loans to the corporation by members shall be evidenced by bonds, debentures, notes or other evidences of indebtedness of the corporation which may be issued in negotiable or registered form.
(Source: P.A. 82‑933.)

    (805 ILCS 35/16) (from Ch. 32, par. 1016)
    Sec. 16. At annual or special meetings of stockholders and members with respect to matters submitted for a vote to such stockholders and members (with the exception of the election of directors which is governed by Sections 13 and 14 of this Act) each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one vote, in person or by proxy, except that any member having loaned more than one hundred dollars to the corporation shall have one additional vote, in person or by proxy, for each additional one hundred dollars which such member has outstanding on loans to the corporation at the time of the vote.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/17) (from Ch. 32, par. 1017)
    Sec. 17. Each corporation organized under this Act shall have power:
    (1) To sue and be sued, complain and defend, in its corporate name;
    (2) To have perpetual succession, unless a limited period of duration is stated in its articles of incorporation;
    (3) To adopt a corporate seal and to use it, or a facsimile thereof, as required or permitted by law;
    (4) To borrow money and otherwise incur indebtedness for any of the purposes of the corporation; to issue its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, therefor; and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights and privileges of every kind and nature or any part thereof;
    (5) To lend money to, and to guarantee, indorse, or act as surety on the bonds, notes, contracts or other obligations of, or otherwise assist financially any person, firm, corporation, association, partnership or joint venture, other than a financial institution, and to establish and regulate the terms and conditions with respect to any such loans or financial assistance and the charges for interest and service connected therewith; but no such corporation shall make any loan unless the borrower submits satisfactory evidence that his or its application for a loan has been rejected by at least one conventional lending institution;
    (6) To purchase, receive, hold, lease or otherwise acquire, and to sell, convey, mortgage, lease, pledge, or otherwise dispose of, upon such terms and conditions as the board of directors may deem advisable, real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations;
    (7) To acquire the good will, business, rights, real and personal property and other assets, or any part thereof, of such persons, firms, corporations, joint stock companies, associations, partnerships, joint ventures or trusts as may be in furtherance of the corporate purposes provided herein, and to assume, undertake, guarantee or pay the obligations, debts and liabilities of any such person, firm, corporation, joint stock company, association or trust, other than a financial institution;
    (8) To acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments, and, in furtherance of the corporate purpose provided herein, to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, lease or otherwise dispose of industrial plants or business establishments;
    (9) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of, any person, partnership, firm, corporation, joint stock company, association, trust or other joint ventures, and, while the owner or holder thereof, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon;
    (10) To invest idle funds, temporarily, in United States Government securities. However, no calls for loans from its members shall be made without applying such idle funds, although so invested, to the purpose for which such call is made;
    (11) To cooperate with and avail itself of the facilities of governmental agencies; and to cooperate with and assist, and otherwise encourage, local organizations in the several communities of the State the purpose of which shall be the promotion, assistance and development of the business prosperity and economic welfare of such communities and of this State;
    (12) To make any and all contracts and to do and perform any and all acts necessary or convenient for the exercise of the powers granted by this Act;
    (13) To elect or appoint officers, agents and employees of the corporation and to define their duties and fix their compensation;
    (14) Subject to the provisions of Section 4 of this Act, to conduct its business within or without this State;
    (15) To accept gifts or grants of money, service or property, real or personal.
    No development credit corporation has power to assume the management and control of a business enterprise except in cases of default on loans extended to the business enterprise when the loan agreement so provides and, in such cases, the development credit corporation must divest itself of control within 2 years.
(Source: P.A. 82‑933.)

    (805 ILCS 35/18) (from Ch. 32, par. 1018)
    Sec. 18. All development credit corporations shall possess all applicable powers and privileges granted corporations by the "Business Corporation Act of 1983" and shall be subject to the penal and penalty provisions of that Act except as otherwise provided in this Act.
(Source: P.A. 83‑1362.)

    (805 ILCS 35/19) (from Ch. 32, par. 1019)
    Sec. 19. The corporation shall set apart as an earned surplus at least 50% of its net earnings each year until such earned surplus equals the total of the capital and paid‑in surplus then outstanding. Whenever the amount of the earned surplus is reduced below the requirement of this section, it shall be built up again to the required amount in the manner provided for in its original accumulation.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/20) (from Ch. 32, par. 1020)
    Sec. 20. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depositary by a vote of a majority of the directors, exclusive of any director who is an officer or director of the depositary so designated. The corporation shall not receive money on deposit. No loans shall be made directly or indirectly to any officer or director of the corporation or to any firm or corporation in which such officer or director or any member of the immediate family of any such officer or director owns in excess of a 10% interest, or otherwise controls, directly or indirectly. Any officer or director knowingly approving any loan in violation of this section shall be personally liable for the amount thereof and such approval shall be presumed unless the dissent of such officer or director is noted upon the records of the corporation.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/21) (from Ch. 32, par. 1021)
    Sec. 21. The corporation shall be subject to the supervision and examination of the Director and the corporation shall pay the actual expenses of such examination as determined by the Director. The corporation shall make such annual or other reports of its condition to the Director as he may prescribe.
    The Department of Financial Institutions may make and enforce such reasonable rules, regulations, directions, orders, decisions, and findings as the execution and enforcement of the provisions of this Act require, and as are not inconsistent therewith. All such rules, regulations, directions, orders, decisions, and findings shall be filed and entered by the Department in an indexed permanent book or record, with the effective date thereof suitably indicated. Copies of all rules, regulations and directions of a general character shall be mailed to all corporations then in existence within 10 days after such filing.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/22) (from Ch. 32, par. 1022)
    Sec. 22. The holders of capital stock as such shall have no preemptive or preferential right to purchase or subscribe for any part of the unissued capital stock of the corporation of any class or for any new issue of stock of any class, whether now or hereafter authorized or issued, or to purchase or subscribe for any bonds or other obligations, whether or not convertible into stock of any class of the corporation, now or hereafter authorized or issued.
(Source: Laws 1965, p. 577.)

    (805 ILCS 35/23) (from Ch. 32, par. 1023)
    Sec. 23. Any corporation organized under this Act, after the payment in full and cancellation of all its bonds and other obligations issued under the provisions of this Act, or after the deposit in trust with the respective trustees designated in any deeds of trust given to secure the payment of any such obligation of a sum of money sufficient for the purpose, may dissolve by the vote of a majority of the stockholders at any regular meeting or at a special meeting called for that purpose.
    A certificate of dissolution shall be signed by the president or vice president and attested by the secretary, certifying to the dissolution and that they have been authorized by lawful action of the stockholders to execute and file such certificate. The certificate of dissolution shall be executed, acknowledged and filed with the Director and, when approved by him, shall be recorded in the same manner as the original articles of incorporation. When the Director has indorsed his approval on the certificate of dissolution the corporation is deemed to be dissolved.
    The corporation shall, however, continue for the purpose of paying, satisfying and discharging any other existing liabilities or obligations and for collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued