As Introduced 1
122nd General Assembly 4
Regular Session S. B. No. 40 5
1997-1998 6
SENATOR WHITE 8
10
A B I L L
To amend sections 1101.16, 1151.01, 1151.05, 12
1151.60, 1151.71, 1161.01, 1161.05, 1161.76, 13
1161.79, 1703.01, 1703.02, and 1703.08, to enact 14
new sections 1151.052 and 1161.07 and section
1703.031, and to repeal sections 1151.052 and 15
1161.07 of the Revised Code relative to 16
interstate branching by and interstate 17
acquisitions of savings and loan associations and 18
savings banks.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 20
Section 1. That sections 1101.16, 1151.01, 1151.05, 22
1151.60, 1151.71, 1161.01, 1161.05, 1161.76, 1161.79, 1703.01, 23
1703.02, and 1703.08 be amended and new sections 1151.052 and 24
1161.07 and section 1703.031 of the Revised Code be enacted to 25
read as follows: 26
Sec. 1101.16. (A) No person shall solicit, receive, or 35
accept deposits in this state, except a bank, a domestic 36
association as defined in section 1151.01 of the Revised Code, a 37
savings bank as defined in section 1161.01 of the Revised Code, 38
or a credit union as defined in section 1733.01 of the Revised 39
Code that is authorized to accept deposits IN THIS STATE, AND 41
EXCEPT AS PROVIDED IN SECTIONS 1115.11, 1117.01, 1151.052, 42
1151.60, 1161.07, AND 1161.76 OF THE REVISED CODE. 44
(B) No bank or bank holding company incorporated under the 46
laws of another state or having its principal place of business 47
in another state shall solicit, receive, or accept deposits, or 48
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transact any banking business of any kind in this state other 49
than lending money, trust business in accordance with Chapter 51
1111. of the Revised Code, through or as an agent pursuant to 52
section 1117.05 of the Revised Code, or pursuant to section
1115.05 of the Revised Code. 53
(C) No bank having its principal place of business in a 55
foreign country shall solicit, receive, or accept deposits or 56
transact any banking business of any kind in this state, except 57
in accordance with Chapter 1115. or 1119. of the Revised Code. 58
(D) Nothing in this section prohibits a person from making 60
a deposit in that person's own account with a depository 61
institution outside this state by means of an automated teller 62
machine or other money transmission device in this state. 63
However, no depository institution outside this state shall 64
establish a deposit account with or for a person in this state by
means of an automated teller machine or other money transmission 65
device in this state. 66
Sec. 1151.01. In sections of the Revised Code making 75
reference to savings and loan associations and to the division of 76
savings and loan associations or the division of financial 77
institutions:
(A) "Savings and loan association" means a corporation 79
organized for the purpose of raising money to be loaned to its 80
members or to others; "building and loan association" AND 81
"SAVINGS ASSOCIATION" may be used interchangeably with and shall 83
for all purposes have the same meaning as "savings and loan 84
association" and "savings association;" and "division of building 85
and loan associations" and "division of savings and loan 86
associations" may be used interchangeably with and shall for all 87
purposes have the same meaning as "division of financial 88
institutions."
(B) "Controlling person" means any person or entity which, 90
either directly or indirectly, or acting in concert with one or 91
more other persons or entities, owns, controls, or holds with 92
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power to vote, or holds proxies representing, fifteen per cent or 93
more of the voting shares or rights of a savings and loan 94
association or controls in any manner the election or appointment 95
of a majority of the directors of an association. However, a 96
director of an association will not be deemed to be a controlling 97
person of such association based upon his THE DIRECTOR'S voting, 98
or acting in concert with other directors in voting, proxies 100
obtained in connection with an annual A solicitation of proxies 101
or obtained from savings account holders and borrowers if such 102
proxies are voted as directed by a majority of the entire board 103
of directors of the association, or of a committee of such 104
directors if such committee's composition and authority are 105
controlled by a majority vote of the entire board and if its 106
authority is revocable by such a majority. 107
(C) "Domestic association" means a savings and loan 109
association organized under the laws of this state or the "Home 110
Owners' Loan Act of 1933," 48 Stat. 128, 12 U.S.C.A. 1461, and 111
amendments thereto A SAVINGS ASSOCIATION CHARTERED UNDER THE LAWS 112
OF THE UNITED STATES, the home office of which is located within 114
this state. 115
(D) "Foreign SAVINGS association" means a savings and loan 117
association, the home office of which THAT is located outside 118
this CHARTERED UNDER THE LAWS OF ANOTHER state. 120
(E) "FOREIGN FEDERAL ASSOCIATION" MEANS A SAVINGS AND LOAN 123
ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, THE 125
HOME OFFICE OF WHICH IS LOCATED IN ANOTHER STATE. 126
(F) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES 130
OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND 132
ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION 133
OF THE UNITED STATES. 135
(G) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT 138
WHICH A SAVINGS ASSOCIATION RECEIVES MONEY OR ITS EQUIVALENT FROM 139
THE PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A 140
SAVINGS ASSOCIATION. "BANKING OFFICE" DOES NOT INCLUDE ANY OF 141
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THE FOLLOWING:
(1) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION RECEIVES, 144
BUT DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, 145
SUCH AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT 146
DEPOSITORY;
(2) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A 149
BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF
THE BANKING OFFICE; 150
(3) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE 153
OWNED, LEASED, OR OPERATED BY A SAVINGS ASSOCIATION; 154
(4) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF 157
A MILITARY INSTALLATION AT WHICH A SAVINGS ASSOCIATION ONLY 158
ACCEPTS DEPOSITS AND CASHES CHECKS;
(5) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION TAKES AND 161
PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE 162
LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;
(6) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION IS ENGAGED 165
SOLELY IN PROVIDING ADMINISTRATIVE SUPPORT SERVICES FOR ITS OWN 166
OPERATIONS OR FOR OTHER FINANCIAL INSTITUTIONS.
(H) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE 169
SAVINGS ASSOCIATION'S PRINCIPAL OFFICE CONSISTENT WITH ITS 170
ARTICLES OF INCORPORATION. 171
(I) "Superintendent," "superintendent of building and loan 173
associations," or "superintendent of savings and loan 174
associations" means the superintendent of the division of 175
financial institutions of this state. Whenever the division or 176
superintendent of savings and loan associations or building and 177
loan associations is referred to or designated in any statute,
rule, contract, or other document, the reference or designation 178
shall be deemed to refer to the division or superintendent of 180
financial institutions, as the case may be. 181
Sec. 1151.05. (A) No savings and loan association 190
ORGANIZED UNDER THE LAWS OF THIS STATE shall establish an MORE 191
THAN ONE BANKING office, or maintain branches other than those 193
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established before July 3, 1923, nor relocate any branch, except 194
with the prior written approval of the superintendent of savings 195
and loan associations FINANCIAL INSTITUTIONS. 196
(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE 199
LAWS OF THIS STATE MAY ESTABLISH A BRANCH AT ANY OF THE FOLLOWING 200
LOCATIONS:
(1) ANY LOCATION IN THIS STATE; 202
(2) ANY LOCATION IN ANOTHER STATE; 204
(3) ANY LOCATION OUTSIDE THE UNITED STATES. 208
(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH 210
AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN 214
AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR 215
THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES 216
FOR, EXAMINING THE BRANCH. 217
Sec. 1151.052. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 219
SECTION AND IN SECTION 1151.60 OF THE REVISED CODE, ONLY A 222
DOMESTIC ASSOCIATION MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS 223
STATE. 224
(B) A FOREIGN FEDERAL ASSOCIATION MAY ESTABLISH A BRANCH 227
AS PERMITTED BY FEDERAL LAW. 228
(C)(1) A FOREIGN SAVINGS ASSOCIATION MAY, UPON RECEIVING 231
THE APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, 232
ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY 233
AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT 234
LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR 235
SAVINGS AND LOAN ASSOCIATION, WHICH BRANCH IS LOCATED IN THIS 236
STATE. THE SUPERINTENDENT SHALL NOT GRANT APPROVAL UNLESS BOTH 237
OF THE FOLLOWING CONDITIONS ARE MET: 238
(a) THE FOREIGN SAVINGS ASSOCIATION PROVIDES EVIDENCE TO 241
THE SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL 242
DEPOSIT INSURANCE CORPORATION.
(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S 245
DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN 246
SAVINGS ASSOCIATION HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT 247
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AT THE TIME THE ASSOCIATION IS SEEKING APPROVAL UNDER THIS 248
SECTION, PERMIT A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER 249
THIS CHAPTER TO ESTABLISH A NEW BRANCH OR ASSUME ALL OR 250
SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING 251
BRANCH OF A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, 252
AS THE CASE MAY BE, IN THAT OTHER STATE ON TERMS THAT ARE, ON THE 253
WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE THAN THOSE ESTABLISHED 254
UNDER THIS SECTION.
(2) IF A FOREIGN SAVINGS ASSOCIATION THAT MAINTAINS A 256
BRANCH IN THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE 258
CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS 259
TERMINATED.
(3) A FOREIGN SAVINGS ASSOCIATION THAT SEEKS TO ESTABLISH 262
ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IN THIS 263
STATE IS SUBJECT TO DIVISIONS (C)(1) AND (2) OF THIS SECTION AND 265
SECTION 1151.05 OF THE REVISED CODE. 267
Sec. 1151.60. (A)(1) A savings and loan association 276
ORGANIZED UNDER THE LAWS OF THIS STATE may ACQUIRE OR merge with 278
another savings and loan A DOMESTIC association, A FOREIGN 279
SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A SAVINGS 280
BANK, A FOREIGN SAVINGS BANK, A STATE BANK, A NATIONAL BANK, or 283
with a holding company affiliate BANK ORGANIZED UNDER THE LAWS OF 284
ANOTHER STATE, upon application to and written approval of the 286
superintendent of savings and loan associations FINANCIAL
INSTITUTIONS. The superintendent shall approve a merger of a 288
savings and loan association and a holding company affiliate only 289
if the superintendent is of the opinion that the rights of all 290
interested parties are protected. 291
(B) A savings and loan association may merge with a bank 293
or a savings bank. 294
(1) If the savings and loan association is the acquiror or 296
surviving institution, or the articles of incorporation of the 297
new institution provide that the new institution is a savings and 298
loan association, application to and written approval of the 299
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superintendent of savings and loan associations is required. 300
(2) If the savings and loan association is not the 302
acquiror or the surviving institution, or the articles of 303
incorporation of the new institution provide that the new 304
institution is a bank or savings bank, notice only shall be 305
provided the superintendent of savings and loan associations, and 306
the merger is subject to section 1115.11 or 1161.76 of the 308
Revised Code. 309
(3) For purposes of DIVISION (A)(1) OF this section, if 312
the surviving institution or new institution is a savings and 313
loan association ORGANIZED UNDER THE LAWS OF THIS STATE, section 315
1701.82 of the Revised Code governs the merger or consolidation, 316
except that after the merger or consolidation becomes effective, 317
the surviving or new institution shall possess, of a public and 318
private nature, the rights, privileges, immunities, powers, 319
franchises, and authority of a savings and loan association 320
ORGANIZED UNDER THE LAWS OF THIS STATE.
(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE 323
LAWS OF THIS STATE MAY MERGE WITH A HOLDING COMPANY AFFILIATE 324
UPON APPLICATION TO AND WRITTEN APPROVAL OF THE SUPERINTENDENT. 325
THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER ONLY IF THE 326
SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF ALL 327
INTERESTED PARTIES ARE PROTECTED. 328
(C) The limitations and conditions of Chapter 1701. of the 330
Revised Code do not apply to a merger of a savings and loan 331
association, the outstanding capital of which consists entirely 332
of withdrawable shares, or which is organized under section 333
1151.081 of the Revised Code, provided that the plan of merger is 334
approved by a two-thirds vote of the association's board of 335
directors as evidenced by a merger agreement. Upon written 336
notice to the association's board of directors, the 337
superintendent of savings and loan associations may require that 338
the plan of merger be submitted to the shareholders for approval 339
in accordance with the provisions of Chapter 1701. of the Revised 340
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Code. 341
(D) The superintendent shall adopt rules in accordance 343
with Chapter 119. of the Revised Code setting forth criteria that 344
must be met for the merger of a savings and loan association and 345
a holding company affiliate which THAT is not a savings and loan 346
association, a STATE bank, A NATIONAL BANK, A BANK ORGANIZED 347
UNDER THE LAWS OF ANOTHER STATE, or a savings bank. 348
(E) For purposes of this section, upon the consolidation 350
or purchase of substantially all of the assets and assumption of 351
liabilities of a savings and loan association, the superintendent 352
of savings and loan associations, at the superintendent's 353
discretion, may direct the secretary of state to cancel the 355
articles of incorporation.
(F) For purposes of this section: 357
(1) "Holding company affiliate" means a savings and loan 359
holding company of which a savings and loan association is a 360
subsidiary and any other subsidiary of such holding company other 361
than a subsidiary of such association. 362
(2) "Merger" includes consolidation and the purchase of 364
substantially all of the assets and assumption of liabilities of 365
another institution. "Merger" includes the use of an interim 366
savings association. 367
Sec. 1151.71. (A) Notwithstanding any other provision of 376
the Revised Code, no savings and loan association incorporated 377
under the laws of any other state or having its MAIN OFFICE OR 378
principal place of business in any other state shall receive 380
deposits or transact any business of any kind in this state other 381
than the lending of money, EXCEPT AS PROVIDED IN SECTIONS 382
1151.052, 1151.053, AND 1151.60 OF THE REVISED CODE. 383
(B) A savings and loan association or savings and loan 385
holding company with its MAIN OFFICE OR principal place of 386
business in another state may charter or otherwise acquire an 388
Ohio savings and loan association or Ohio savings and loan 389
holding company if the superintendent of savings and loan 390
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associations determines in his discretion that the laws of such 391
other state, as in effect at the time the application referred to 392
in division (C) of this section is filed, permit an Ohio savings 393
and loan association or Ohio savings and loan holding company to 394
charter or otherwise acquire a savings and loan association or 395
savings and loan holding company having its principal place of 396
business in such other state on terms that are, on the whole, 397
substantially no more restrictive than those established under 398
this section. If the law of such other state restricts entry by 399
Ohio savings and loan associations or Ohio savings and loan 400
holding companies to that state by limiting such right to only 401
one or the other means of entry, either by de novo charter or by 402
acquisition, then the authority granted by this section shall be 403
similarly limited for savings and loan associations or savings 404
and loan holding companies with their principal places of 405
business located in that state. For a period of three years 406
after October 17, 1985, the authority granted by this division is 407
available only to a savings and loan association or savings and 408
loan holding company that has its principal place of business in 409
a state contiguous to this state, or in Delaware, District of 410
Columbia, Florida, Illinois, Maryland, Missouri, New Jersey, 411
Oklahoma, Tennessee, Virginia, Washington, or Wisconsin. 412
Thereafter, such authority is available to a savings and loan 413
association or savings and loan holding company without such 414
limitation as to its principal place of business. 415
(C)(1) Any savings and loan association or savings and 417
loan holding company proposing to charter a state savings and 418
loan association pursuant to the authority granted by this 419
section shall make application pursuant to and be bound by the 420
requirements of Chapter 1151. of the Revised Code THIS CHAPTER 421
and the rules adopted thereunder to the extent they are not 423
inconsistent with division (B) of this section. 424
(2) Any savings and loan association or savings and loan 426
holding company proposing to acquire an Ohio savings and loan 427
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association or Ohio savings and loan holding company pursuant to 428
this section shall concurrently file with the superintendent 429
COMPLY WITH SECTION 1151.66 OF THE REVISED CODE. AN APPLICATION 432
FILED PURSUANT TO THAT SECTION SHALL CONSIST OF a copy of the 435
application filed with the appropriate regulator under federal 436
law, and shall provide the superintendent with evidence that its 437
accounts OR THE ACCOUNTS OF ITS INSURED DEPOSITORY INSTITUTION 438
SUBSIDIARIES are insured by the federal savings and loan DEPOSIT 439
insurance corporation, together with. IF NO APPLICATION IS 440
REQUIRED TO BE FILED UNDER FEDERAL LAW, THE APPLICATION SHALL 441
CONTAIN such other information as the superintendent may 443
prescribe, by rule, as necessary or appropriate for the purpose 444
of making his A determination under this section AND SECTION 445
1151.66 OF THE REVISED CODE. Withdrawal from the federal savings 446
and loan DEPOSIT insurance corporation terminates the authority 447
of the foreign savings and loan association or savings and loan 448
holding company to do business in Ohio and voids any certificate 449
OR APPROVAL issued under this section. Within fifteen business 451
days after its receipt, the superintendent shall accept an 452
application for processing, request additional information to 453
complete the application, or return the application if it is 454
substantially incomplete. The superintendent shall give notice 455
to the applicant of the date upon which he has determined that 456
the application and any other required information is complete. 457
The superintendent shall approve the acquisition within sixty 458
days of his determination that the application and any other 459
required information is complete, unless he finds that the 460
applicable criteria set forth in federal savings and loan holding 461
companies regulations, 12 C.F.R. Parts 583, 584, and 585, as 462
amended, promulgated by the federal home loan bank board pursuant 463
to the "Savings and Loan Holding Company Act," 73 Stat. 691, 12 464
U.S.C. 1730a, as amended, and the criteria set forth in this 465
division (C)(2) have not been met. In reaching his 466
determination, the superintendent shall also consider the 467
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following factors in relation to the applicant, its subsidiaries, 468
and the Ohio savings and loan association or Ohio savings and 469
loan holding company to be acquired:
(a) Their financial condition and future prospects, 471
including their current and projected capital positions and 472
levels of indebtedness; 473
(b) The competence and character of the principals and 475
management of the applicant and the savings and loan associations 476
or savings and loan holding companies concerned; their record of 477
compliance with laws, rules, and regulations; and the applicant's 478
record of fulfilling any commitments to, and any conditions 479
imposed by, the superintendent in connection with prior 480
applications; and 481
(c) The convenience and needs of the communities to be 483
served. 484
The application and the acquisition to which it relates 486
shall be deemed approved if no action is taken by the 487
superintendent within sixty days of his determination that the 488
application and any other required information is complete. 489
If the superintendent denies an application for such 491
acquisition, the order of denial must be accompanied by a 492
written, public opinion setting forth the reasons for denial. 493
(D) A nonrefundable fee of six thousand dollars shall 495
accompany each application and an application is not complete 496
without such fee. 497
(E) No application for approval of a charter or other 499
acquisition pursuant to the authority granted by this section 500
shall be approved by the superintendent if the superintendent 501
determines that such approval would cause the applicant savings 502
and loan association or savings and loan holding company to 503
control aggregate total deposits in this state exceeding twenty 504
per cent of the total deposits held by all banks, savings banks, 505
and savings and loan associations located in this state as 506
reported in the most recently available reports of condition or 507
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similar reports filed with state or federal authorities. 508
(F) Unless the shareholders of the Ohio savings and loan 510
association or Ohio savings and loan holding company to be 511
acquired have approved an amendment to its constitution, articles 512
of incorporation, code of regulations, or comparable document 513
that provides that this division shall not apply to such Ohio 514
savings and loan association or Ohio savings and loan holding 515
company, any acquisition to be made pursuant to the authority 516
granted by this section which will result in the acquiring 517
savings and loan association or savings and loan holding company 518
directly or indirectly owning or controlling one-fifth or more of 519
the voting power of the Ohio savings and loan association or Ohio 520
savings and loan holding company must be authorized by the 521
affirmative vote of the holders of not less than two-thirds of 522
the voting power of the Ohio savings and loan association or Ohio 523
savings and loan holding company to be acquired. 524
(G) The limitations set forth in this section do not apply 526
to the acquisition of a state-chartered Ohio savings and loan 527
association if, in his discretion, the superintendent determines 528
that an emergency exists with respect to the savings and loan 529
association to be acquired, and that the acquisition is 530
appropriate in order to prevent the probable failure of a savings 531
and loan association which is closed or is in danger of closing. 532
(H) Any savings and loan association or savings and loan 534
holding company chartering or acquiring a savings and loan 535
association or savings and loan holding company pursuant to the 536
authority granted by this section shall file with the 537
superintendent copies of the public portions of all regular and 538
periodic reports such savings and loan association or savings and 539
loan holding company is required to file under section 13 or 540
15(d) of the "Securities Exchange Act of 1934," 48 Stat. 894, 15 541
U.S.C. 78m or 78o(d), as amended. 542
(I) If a savings and loan association or savings and loan 544
holding company that has acquired an Ohio savings and loan 545
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association or Ohio savings and loan holding company pursuant to 546
the authority granted by division (B) of this section ceases 547
during the three-year period after October 17, 1985 to have its 548
principal place of business in a state contiguous to this state, 549
or in Delaware, District of Columbia, Florida, Illinois, 550
Maryland, Missouri, New Jersey, Oklahoma, Tennessee, Virginia, 551
Washington, or Wisconsin, such savings and loan association or 552
savings and loan holding company shall divest itself of the Ohio 553
savings and loan association or Ohio savings and loan holding 554
company acquired pursuant to the authority granted by this 555
section upon such terms as the superintendent, in his discretion, 556
determines to be appropriate in the circumstances. 557
(J) As used in this section: 559
(1) "Acquire" or "acquisition" means any EITHER of the 561
following transactions or actions: 563
(a) A merger, consolidation, or combination of or with an 565
Ohio savings and loan holding company; 566
(b) The acquisition of the direct or indirect ownership or 568
control of voting shares of an Ohio savings and loan holding 569
company or an Ohio savings and loan association if, after such 570
acquisition, the acquiring savings and loan association or 571
savings and loan holding company will directly or indirectly own 572
or control more than five per cent of any class of voting shares 573
BE A CONTROLLING PERSON of the Ohio savings and loan association 574
or Ohio THE savings and loan holding company unless the 576
superintendent determines, in his discretion, that the nature of 577
the acquisition is such that it should not be subject to the 578
limitations of this section;
(c) The direct or indirect acquisition of all or 580
substantially all of the assets of an Ohio savings and loan 581
association or Ohio savings and loan holding company; or 582
(d)(b) The taking of any other action that results in the 584
direct or indirect control of an Ohio savings and loan 585
association or Ohio savings and loan holding company. 586
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(2) "Ohio savings and loan association" means a domestic 588
building and loan association as defined in division (B) of 589
section 1151.01 of the Revised Code. 590
(3) "Savings and loan holding company" means any company 592
which THAT is a savings and loan holding company as defined in 12 594
C.F.R. section 583.11 583.20, as amended, promulgated by PURSUANT 596
TO SECTION 10 OF the federal home loan bank board pursuant to the 597
"Savings and HOME OWNERS' Loan Holding Company Act OF 1933," 73 599
48 Stat. 691 128, 12 U.S.C. 1730a U.S.C.A. 1467a, as amended, or 601
which THAT will become such an approved savings and loan holding 602
company prior to or upon completion of the acquisition to be made 603
pursuant to the authority granted by this section, AND INCLUDES A 605
BANK HOLDING COMPANY AS DEFINED IN 12 C.F.R. SECTION 225.2 608
PROMULGATED PURSUANT TO SECTION 2 OF THE "BANK HOLDING COMPANY 612
ACT OF 1956," 70 STAT. 133, 12 U.S.C.A. 1841, AS AMENDED. 615
(4) "Ohio savings and loan holding company" means a 617
savings and loan holding company which THAT owns or controls one 618
or more Ohio savings and loan associations and has its principal 620
place of business in this state. 621
(5) "Principal place of business" means, AS TO A SAVINGS 624
AND LOAN ASSOCIATION, THE STATE IN WHICH ITS MAIN OFFICE IS 625
LOCATED, AND as to a savings and loan holding company, the state 627
or jurisdiction in which the total deposits of all direct and 628
indirect savings and loan INSURED DEPOSITORY INSTITUTION 629
subsidiaries of the savings and loan holding company and any 630
other company that has control, within the meaning of 12 C.F.R. 631
section 583.26, as amended, promulgated by the federal home loan 632
bank board pursuant to the "Savings and Loan Holding Company 633
Act," 73 Stat. 691, 12 U.S.C. 1730a, as amended, of the savings 634
and loan holding company are the largest, as shown in the most 635
recent report of condition or similar report filed by such 636
savings and loan INSURED DEPOSITORY INSTITUTION subsidiaries with 637
state or federal authorities; and, as to a savings and loan 639
association, the state or jurisdiction in which its total 640
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deposits or savings accounts and those of all its savings and 641
loan subsidiaries, if any, are the largest, as shown in the most 642
recent report of condition or similar report filed by the savings 643
and loan association and its savings and loan subsidiaries with 644
state or federal authorities.
(6) "State contiguous to this state" means the state of 646
Pennsylvania, West Virginia, Kentucky, Indiana, or Michigan 647
INSURED DEPOSITORY INSTITUTION" HAS THE SAME MEANING AS IN THE 649
"FEDERAL DEPOSIT INSURANCE ACT," 64 STAT. 873 (1950), 12 U.S.C. 654
1811, 1813, AS AMENDED. 655
Sec. 1161.01. (A) In sections of the Revised Code making 664
reference to savings banks and to the division of savings banks 665
or the division of financial institutions: 666
(1) "Savings bank" means a corporation that has its home 668
office located in this state, that is organized for the purposes 669
of receiving deposits and raising money to be loaned to its 670
members or to others, and that maintains at least sixty per cent 671
of its total assets in the housing-related and other investments 672
set forth in section 7701(a)(19)(C) of the "Internal Revenue Code 673
of 1986," 100 Stat. 2085, 26 U.S.C.A. 1, as amended. "Savings 674
bank" does not include banks, savings and loan associations, or 675
credit unions. 676
(2) "Foreign savings bank" means a savings bank organized 678
under the laws of another state, the home office of which is 679
located outside this state. 680
(3) "Controlling person" means any person or entity which, 682
either directly or indirectly, or acting in concert with one or 683
more other persons or entities, owns, controls, or holds with 684
power to vote, or holds proxies representing, fifteen per cent or 685
more of the voting shares or rights of a savings bank or controls 686
in any manner the election or appointment of a majority of the 687
directors of a savings bank. However, a director of a savings 688
bank is not deemed to be a controlling person of the savings bank 689
based upon the director's voting, or acting in concert with other 691
16
directors in voting, proxies obtained in connection with an 692
annual A solicitation of proxies or obtained from savings account 693
holders and borrowers if such proxies are voted as directed by a 694
majority of the entire board of directors of the savings bank, or 695
of a committee of the directors if the committee's composition 696
and authority are controlled by a majority vote of the entire 697
board and if its authority is revocable by such a majority. 698
(4) "Division of savings banks" may be used 700
interchangeably with, and for all purposes has the same meaning 701
as, "division of financial institutions." 702
(5) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES 706
OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND 708
ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION 709
OF THE UNITED STATES. 711
(6) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT 713
WHICH A SAVINGS BANK RECEIVES MONEY OR ITS EQUIVALENT FROM THE 714
PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A SAVINGS 716
BANK. "BANKING OFFICE" DOES NOT INCLUDE ANY OF THE FOLLOWING: 717
(a) ANY LOCATION AT WHICH A SAVINGS BANK RECEIVES, BUT 720
DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, SUCH 721
AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT 722
DEPOSITORY;
(b) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A 725
BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF 726
THE BANKING OFFICE;
(c) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE 729
OWNED, LEASED, OR OPERATED BY A SAVINGS BANK;
(d) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF 732
A MILITARY INSTALLATION AT WHICH A SAVINGS BANK ONLY ACCEPTS 733
DEPOSITS AND CASHES CHECKS;
(e) ANY LOCATION AT WHICH A SAVINGS BANK TAKES AND 736
PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE 737
LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;
(f) ANY LOCATION AT WHICH A SAVINGS BANK IS ENGAGED SOLELY 740
17
IN PROVIDING ADMINISTRATIVE SERVICES FOR ITS OWN OPERATIONS OR 741
FOR OTHER FINANCIAL INSTITUTIONS.
(7) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE 744
SAVINGS BANK'S PRINCIPAL OFFICE CONSISTENT WITH ITS ARTICLES OF 745
INCORPORATION.
(8) "Superintendent" or "superintendent of savings banks" 747
means the superintendent of the division of financial 748
institutions of this state. Whenever the division or 749
superintendent of savings banks is referred to or designated in 750
any statute, rule, contract, or other document, the reference or
designation shall be deemed to refer to the division or 751
superintendent of financial institutions, as the case may be. 752
(B) For purposes of any chapter of the Revised Code, 754
except Chapters 1101., 1103., 1105., 1107., 1109., 1111., 1113., 755
1115., 1117., 1119., 1121., 1123., 1125., 1127., 1133., 1151., 757
1153., 1155., 1157., 1161., 1163., and 1165., AND 1181. of the 759
Revised Code, "building and loan association," "savings and loan 760
association," or "financial institution" includes a savings bank 761
as defined in section 1161.01 of the Revised Code, unless the 762
context clearly requires otherwise. 763
Sec. 1161.05. (A) No savings bank shall establish an MORE 772
THAN ONE BANKING office, maintain branches, or relocate any 774
branch, except with the prior written approval of the
superintendent of savings banks FINANCIAL INSTITUTIONS. 775
(B) A SAVINGS BANK MAY ESTABLISH A BRANCH AT ANY OF THE 778
FOLLOWING LOCATIONS:
(1) ANY LOCATION IN THIS STATE; 780
(2) ANY LOCATION IN ANOTHER STATE; 782
(3) ANY LOCATION OUTSIDE THE UNITED STATES. 786
(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH 789
AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN 792
AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR 793
THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES 794
FOR, EXAMINING THE BRANCH. 795
18
Sec. 1161.07. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 797
SECTION AND SECTION 1161.76 OF THE REVISED CODE, ONLY A SAVINGS 800
BANK MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS STATE. 801
(B)(1) A FOREIGN SAVINGS BANK MAY, UPON RECEIVING THE 804
APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, 805
ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY 806
AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT 807
LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR 808
SAVINGS AND LOAN ASSOCIATION, WHICH BRANCH IS LOCATED IN THIS 809
STATE. THE SUPERINTENDENT SHALL NOT GRANT APPROVAL UNLESS BOTH 810
OF THE FOLLOWING CONDITIONS ARE MET: 811
(a) THE FOREIGN SAVINGS BANK PROVIDES EVIDENCE TO THE 814
SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL 815
DEPOSIT INSURANCE CORPORATION.
(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S 818
DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN 819
SAVINGS BANK HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT AT THE 820
TIME THE FOREIGN SAVINGS BANK IS SEEKING APPROVAL UNDER THIS 821
SECTION, PERMIT A SAVINGS BANK ORGANIZED UNDER THIS CHAPTER TO 822
ESTABLISH A NEW BRANCH OR ASSUME ALL OR SUBSTANTIALLY ALL OF THE 823
DEPOSIT LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS 824
BANK, OR SAVINGS AND LOAN ASSOCIATION, AS THE CASE MAY BE, IN 825
THAT OTHER STATE ON TERMS THAT ARE, ON THE WHOLE, SUBSTANTIALLY 826
NO MORE RESTRICTIVE THAN THOSE ESTABLISHED UNDER THIS SECTION. 827
(2) IF A FOREIGN SAVINGS BANK THAT MAINTAINS A BRANCH IN 830
THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE
CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS 831
TERMINATED. 832
(3) A FOREIGN SAVINGS BANK THAT SEEKS TO ESTABLISH 834
ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IS 835
SUBJECT TO DIVISIONS (B)(1) AND (2) OF THIS SECTION AND SECTION 837
1161.05 OF THE REVISED CODE, UNLESS OTHERWISE PROVIDED BY FEDERAL 838
LAW.
Sec. 1161.76. (A) For purposes of this section: 847
19
(1) "Holding company affiliate" means a holding company of 849
which a savings bank is a subsidiary and any other subsidiary of 850
the holding company other than a subsidiary of the savings bank. 851
(2) "Merger" includes consolidation and the purchase of 853
substantially all the assets and assumption of liabilities of 854
another institution. "Merger" includes the use of an interim 855
savings bank. 856
(B) A savings bank may ACQUIRE OR merge with another 858
savings bank, A FOREIGN SAVINGS BANK, A DOMESTIC ASSOCIATION, A 860
FOREIGN SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A 861
STATE BANK, A NATIONAL BANK, or a holding company affiliate BANK 864
ORGANIZED UNDER THE LAWS OF ANOTHER STATE, upon application to 865
and written approval of the superintendent of savings banks 866
FINANCIAL INSTITUTIONS. The superintendent of savings banks 868
shall approve a merger of a savings bank and a holding company 869
affiliate only if the superintendent of savings banks is of the 870
opinion that the rights of all interested parties are protected. 871
(C) The limitations and conditions of Chapter 1701. of the 873
Revised Code do not apply to a merger of a savings bank the 874
outstanding capital of which consists entirely of withdrawable 875
shares or that is organized under section 1161.11 of the Revised 876
Code, provided the plan of merger is approved by a two-thirds 877
vote of the savings bank's board of directors as evidenced by a 878
merger agreement. 879
(D) The superintendent shall adopt rules in accordance 881
with Chapter 119. of the Revised Code setting forth criteria that 882
shall be met for the merger of a savings bank and a holding 883
company affiliate that is not a savings bank, a bank, or a 884
savings and loan association. 885
(E) A savings bank may merge with a bank or a savings and 887
loan association. 888
(1) If the savings bank is the acquiror or surviving 890
institution, or the articles of incorporation of the new 891
institution provide that the new institution is a savings bank, 892
20
an application to and written approval of the superintendent of 893
savings banks is required. 894
(2) If the savings bank is not the acquiror or the 896
surviving institution, or the articles of incorporation of the 897
new institution provide that the new institution is a bank or 898
savings and loan association, notice only shall be provided the 899
superintendent of savings banks, and the merger is subject to 900
section 1115.11 or 1151.60 of the Revised Code. 901
(3) For purposes of this section, if the surviving 903
institution or new institution is a savings bank ORGANIZED UNDER 904
THIS CHAPTER, section 1701.82 of the Revised Code governs the 906
merger or consolidation, except that after the merger or 907
consolidation becomes effective, the surviving or new institution 908
shall possess, of a public or private nature, the rights, 909
privileges, immunities, powers, franchises, and authority of a 910
savings bank ORGANIZED UNDER THIS CHAPTER. 911
(F) A SAVINGS BANK MAY MERGE WITH A HOLDING COMPANY 914
AFFILIATE UPON APPLICATION TO AND WRITTEN APPROVAL OF THE 915
SUPERINTENDENT. THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER 916
ONLY IF THE SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF 917
ALL INTERESTED PARTIES ARE PROTECTED. 918
Sec. 1161.79. (A) As used in this section: 927
(1) "Acquire" or "acquisition" means any of the following 929
transactions or actions: 930
(a) A merger, consolidation, or combination of or with an 932
Ohio savings bank holding company; 933
(b) The acquisition of the direct or indirect ownership or 935
control of voting shares of an Ohio savings bank holding company 936
or a AN OHIO savings bank if, after the acquisition, the 938
acquiring savings bank or savings bank holding company will 939
directly or indirectly own or control more than five per cent of 940
any class of voting shares BE A CONTROLLING PERSON of the savings 941
bank or Ohio THE savings bank holding company unless the 943
superintendent of savings banks determines, in his discretion, 944
21
that the nature of the acquisition is such that it should not be 945
subject to the limitations of this section;
(c) The direct or indirect acquisition of all or 947
substantially all of the assets of a savings bank or Ohio savings 948
bank holding company; 949
(d)(b) The taking of any other action that results in the 951
direct or indirect control of a AN OHIO savings bank or Ohio 953
savings bank holding company. 954
(2) "Insured depository institution" has the same meaning 956
as in the "Federal Deposit Insurance Act," 64 Stat. 873 (1950), 957
12 U.S.C. 1811, 1813, as amended. 958
(3) "Ohio savings bank holding company" means a savings 960
bank holding company that owns or controls one or more savings 961
banks and has its principal place of business in this state. 962
(4) "Principal place of business" means, as to a SAVINGS 964
BANK, THE STATE IN WHICH ITS MAIN OFFICE IS LOCATED, AND AS TO A 965
SAVINGS bank holding company, the state or jurisdiction in which 966
the total deposits of all direct and indirect insured depository 967
institution subsidiaries of the bank holding company and any 968
other company that has control, within the meaning of section 969
2(a)(2) of the "Bank Holding Company Act of 1956," 70 Stat. 133, 970
12 U.S.C. 1841(a)(2), as amended, of the bank holding company are 971
the largest, as shown in the most recent report of condition or 972
similar report filed by the insured depository institution 973
subsidiaries with state or federal authorities. "Principal place 974
of business" means as to a savings bank, the state or 975
jurisdiction in which its total deposits or savings accounts and 976
those of all its savings bank subsidiaries, if any, are the 977
largest, as shown in the most recent report of condition or 978
similar report filed by the savings bank and its savings bank 979
subsidiaries with state or federal authorities. 980
(B) Notwithstanding any other provision of the Revised 982
Code, no savings bank incorporated under the laws of any other 983
state or having its MAIN OFFICE OR principal place of business in 984
22
any other state shall SOLICIT, receive, OR ACCEPT deposits or 987
transact any business of any kind in this state other than the 988
lending of money, EXCEPT AS PROVIDED IN SECTIONS 1161.07, 989
1161.071, AND 1161.76 OF THE REVISED CODE.
(C) A savings bank or savings bank holding company with 991
its MAIN OFFICE OR principal place of business in another state 992
may charter or otherwise acquire a savings bank or Ohio savings 994
bank holding company if the superintendent determines in his 995
discretion that the laws of the other state, as in effect at the 996
time the application referred to in division (D) of this section 997
is filed, permit a savings bank or Ohio savings bank holding 998
company to charter or otherwise acquire a savings bank or savings 999
bank holding company having its principal place of business in 1,000
the other state on terms that are, on the whole, substantially no 1,001
more restrictive than those established under this section. If 1,002
the law of the other state restricts entry by savings banks or 1,003
Ohio savings bank holding companies to that state by limiting the 1,004
right to only one or the other means of entry, either by de novo 1,005
charter or by acquisition, then the authority granted by this 1,006
section shall be similarly limited for savings banks or savings 1,007
bank holding companies with their principal places of business 1,008
located in that state. 1,009
(D)(1) Any savings bank or savings bank holding company 1,011
proposing to charter a savings bank pursuant to the authority 1,012
granted by this section shall make application pursuant to and be 1,013
bound by the requirements of this chapter and the rules adopted 1,014
thereunder to the extent they are not inconsistent with division 1,015
(C) of this section. 1,016
(2) Any savings bank or savings bank holding company 1,018
proposing to acquire a AN OHIO savings bank or Ohio savings bank 1,020
holding company pursuant to this section shall file concurrently 1,021
with the superintendent COMPLY WITH SECTION 1161.78 OF THE 1,024
REVISED CODE. THE APPLICATION FILED PURSUANT TO THAT SECTION 1,026
SHALL CONSIST OF a copy of the application filed with the 1,027
23
appropriate regulator under federal law, and shall provide the 1,028
superintendent with evidence that its accounts OR THE ACCOUNTS OF 1,029
ITS INSURED DEPOSITORY INSTITUTION SUBSIDIARIES are insured by 1,030
the federal deposit insurance corporation, together with. IF NO 1,031
APPLICATION IS REQUIRED TO BE FILED UNDER FEDERAL LAW, THE 1,033
APPLICATION SHALL CONTAIN such other information as the 1,035
superintendent may prescribe, by rule, as necessary or 1,036
appropriate for the purpose of making his A determination under 1,037
this section AND SECTION 1161.68 OF THE REVISED CODE. Withdrawal
from the federal deposit insurance corporation terminates the 1,039
authority of the foreign savings bank or savings bank holding 1,040
company to do business in Ohio and voids any certificate issued 1,041
under this section. Within fifteen business days after its 1,042
receipt, the superintendent shall accept an application for 1,043
processing, request additional information to complete the 1,044
application, or return the application if it is substantially 1,045
incomplete. The superintendent shall give notice to the 1,046
applicant of the date upon which he has determined that the 1,047
application and any other required information is complete. The 1,048
superintendent shall approve the acquisition within sixty days of 1,049
his determination that the application and any other required 1,050
information is complete, unless he finds that the applicable 1,051
criteria set forth in federal reserve regulation Y, 12 C.F.R. 1,052
Part 225, Subpart B, as amended, promulgated by the federal 1,053
reserve board pursuant to the "Bank Holding Company Act of 1956," 1,054
70 Stat. 133, 12 U.S.C. 1841, as amended, and the criteria set 1,055
forth in division (D)(2) of this section have not been met. In 1,056
reaching his determination, the superintendent also shall 1,057
consider the following factors in relation to the applicant, its 1,058
subsidiaries, and the savings bank or Ohio savings bank holding 1,059
company to be acquired: 1,060
(a) Their financial condition and future prospects, 1,062
including their current and projected capital positions and 1,063
levels of indebtedness; 1,064
24
(b) The competence and character of the principals and 1,066
management of the applicant and the savings banks or bank holding 1,067
companies concerned; their record of compliance with laws, rules, 1,068
and regulations; and the applicant's record of fulfilling any 1,069
commitments to, and any conditions imposed by, the superintendent 1,070
in connection with prior applications; 1,071
(c) The convenience and needs of the communities to be 1,073
served. 1,074
(3) The application and the acquisition to which it 1,076
relates shall be deemed approved if no action is taken by the 1,077
superintendent within sixty days of his determination that the 1,078
application and any other required information is complete. 1,079
(4) If the superintendent denies an application for such 1,081
acquisition, the order of denial must be accompanied by a 1,082
written, public opinion setting forth the reasons for denial. 1,083
(E) A nonrefundable fee of six thousand dollars shall 1,085
accompany each application and an application is not complete 1,086
without this fee. 1,087
(F) No application for approval of a charter or other 1,089
acquisition pursuant to the authority granted by this section 1,090
shall be approved by the superintendent if the superintendent 1,091
determines that the approval would cause the applicant savings 1,092
bank or savings bank holding company to control aggregate total 1,093
deposits in this state exceeding twenty per cent of the total 1,094
deposits held by all insured depository institutions located in 1,095
this state as reported in the most recently available reports of 1,096
condition or similar reports filed with state or federal 1,097
authorities. 1,098
(G) Unless the members or shareholders of the savings bank 1,100
or Ohio savings bank holding company to be acquired have approved 1,101
an amendment to its constitution, articles of incorporation, code 1,102
of regulations, or comparable document that provides that this 1,103
division shall not apply to that savings bank or Ohio savings 1,104
bank holding company, any acquisition to be made pursuant to the 1,105
25
authority granted by this section which will result in the 1,106
acquiring savings bank or savings bank holding company directly 1,107
or indirectly owning or controlling one-fifth or more of the 1,108
voting power of the savings bank or Ohio savings bank holding 1,109
company must be authorized by the affirmative vote of the holders 1,110
of not less than two-thirds of the voting power of the savings 1,111
bank or Ohio savings bank holding company to be acquired. 1,112
(H) The limitations set forth in this section do not apply 1,114
to the acquisition of a savings bank if, in his discretion, the 1,115
superintendent determines that an emergency exists with respect 1,116
to the savings bank to be acquired, and that the acquisition is 1,117
appropriate in order to prevent the probable failure of a savings 1,118
bank which is closed or is in danger of closing. 1,119
(I) Any NOTWITHSTANDING ANY OTHER PROVISION OF THE REVISED 1,121
CODE, THE ACQUISITION OF ANY OHIO savings bank or OHIO savings 1,122
bank holding company chartering or acquiring BY a savings bank or 1,124
savings bank holding company pursuant to the authority granted by 1,126
this section shall file with the superintendent copies of the 1,127
public portions of all regular and periodic reports the ITS MAIN 1,128
OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANOTHER STATE, WHICH 1,129
INCLUDES A DIRECT OR INDIRECT ACQUISITION OF A savings bank or 1,130
ELECTING TO BE TREATED AS A savings bank holding company is 1,132
required to file under section 13 or 15(d) of the "Securities 1,133
Exchange Act of 1934," 48 Stat. 894, 15 U.S.C. 78m or 78o(d), as 1,134
amended ASSOCIATION UNDER SECTION 10(l) OF THE "HOME OWNERS' LOAN 1,138
ACT OF 1933," 48 STAT. 128, 12 U.S.C.A. 1467a(l), AS AMENDED, 1,142
SHALL NOT BE SUBJECT TO THIS SECTION, BUT SHALL INSTEAD BE 1,143
SUBJECT TO SECTION 1151.71 OF THE REVISED CODE AS IF THE SAVINGS 1,145
BANKS AND SAVINGS BANK HOLDING COMPANIES INVOLVED WERE SAVINGS 1,146
AND LOAN ASSOCIATIONS AND SAVINGS AND LOAN HOLDING COMPANIES. 1,147
Sec. 1703.01. As used in sections 1703.01 to 1703.31, 1,156
inclusive, of the Revised Code: 1,158
(A) "Domestic corporation" means a corporation 1,160
incorporated under the laws of this state; OR A BANK, SAVINGS 1,162
26
BANK, OR SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF 1,163
THE UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN THIS 1,166
STATE.
(B) "Foreign corporation" means a corporation incorporated 1,168
under the laws of another state; OR A BANK, SAVINGS BANK, OR 1,170
SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE 1,172
UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER 1,174
STATE.
(C) "State" means the United States,; any state, 1,176
territory, insular possession, or other political subdivision of 1,178
the United States, including the District of Columbia; any 1,179
foreign country whose political sovereignty is recognized by the 1,180
United States; and any political subdivision of such foreign
country;. 1,181
(D) "Articles" means the articles, certificates, or 1,183
memorandum of incorporation or association, filed pursuant to the 1,184
laws of any state for the purpose and with the effect of creating 1,185
a corporation, and any amendments to such articles, certificates, 1,186
or memorandum of incorporation or association; and a INCLUDES ANY 1,187
special statute creating a corporation is "articles" within the 1,188
meaning of this definition;. 1,189
(E) "Process" means judicial process and all notices and 1,191
demands required or permitted by statute to be served upon a 1,192
corporation.
Sec. 1703.02. Sections 1703.01 to 1703.31 of the Revised 1,201
Code do not apply to corporations engaged in this state solely in 1,202
interstate commerce, including the installation, demonstration, 1,203
or repair of machinery or equipment sold by them in interstate 1,204
commerce, by engineers, or by employees especially experienced as 1,205
to such machinery or equipment, as part thereof; to banks, trust 1,206
companies, savings and loan associations, credit unions, title
guarantee and trust companies, bond investment companies, and 1,208
insurance companies; or to public utility companies engaged in 1,209
this state in interstate commerce.
27
Sec. 1703.031. (A) IF THE LAWS OF THE UNITED STATES 1,213
PROHIBIT, PREEMPT, OR OTHERWISE ELIMINATE THE LICENSING 1,214
REQUIREMENT OF SECTIONS 1703.01 TO 1703.31 OF THE REVISED CODE 1,217
WITH RESPECT TO A CORPORATION THAT IS A BANK, SAVINGS BANK, OR 1,218
SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE 1,220
UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER 1,222
STATE, THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION 1,223
SHALL NOTIFY THE SECRETARY OF STATE THAT IT IS TRANSACTING 1,224
BUSINESS IN THIS STATE BY SUBMITTING A NOTICE IN SUCH FORM AS THE 1,225
SECRETARY OF STATE PRESCRIBES. THE NOTICE SHALL BE VERIFIED BY 1,226
THE OATH OF THE PRESIDENT, VICE-PRESIDENT, SECRETARY, OR 1,227
TREASURER OF THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN 1,228
ASSOCIATION, AND SHALL SET FORTH ALL OF THE FOLLOWING: 1,229
(1) THE NAME OF THE CORPORATION AND ANY TRADE NAME UNDER 1,231
WHICH IT WILL DO BUSINESS IN THIS STATE; 1,232
(2) THE LOCATION AND COMPLETE ADDRESS OF ITS PRINCIPAL 1,234
OFFICE; 1,235
(3) THE NAME OF THE COUNTY AND THE MUNICIPAL CORPORATION 1,237
OR TOWNSHIP IN WHICH ITS PRINCIPAL OFFICE WITHIN THIS STATE, IF 1,238
ANY, IS OR WILL BE LOCATED; 1,239
(4) THE APPOINTMENT OF A DESIGNATED AGENT AND THE COMPLETE 1,242
ADDRESS OF SUCH AGENT;
(5) THE IRREVOCABLE CONSENT OF THE CORPORATION TO SERVICE 1,244
OF PROCESS ON SUCH AGENT SO LONG AS THE AUTHORITY OF THE AGENT 1,245
CONTINUES AND TO SERVICE OF PROCESS UPON THE SECRETARY OF STATE 1,246
IN THE EVENTS PROVIDED FOR IN SECTION 1703.19 OF THE REVISED 1,249
CODE;
(6) A BRIEF SUMMARY OF THE BUSINESS TO BE TRANSACTED 1,251
WITHIN THIS STATE. 1,252
(B) THE NOTICE REQUIRED BY THIS SECTION SHALL BE 1,255
ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING OR SUBSISTENCE, 1,256
DATED NOT EARLIER THAN SIXTY DAYS PRIOR TO THE SUBMISSION OF THE 1,257
NOTICE, UNDER THE SEAL OF THE PROPER OFFICIAL OF THE AGENCY OF 1,258
THE UNITED STATES THAT INCORPORATED THE BANK, SAVINGS BANK, OR 1,261
28
SAVINGS AND LOAN ASSOCIATION, SETTING FORTH THE EXACT CORPORATE 1,262
TITLE, THE DATE OF INCORPORATION, AND THE FACT THAT THE BANK, 1,263
SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS IN GOOD STANDING 1,264
OR IS A SUBSISTING BANK, SAVINGS BANK, OR SAVINGS AND LOAN 1,265
ASSOCIATION.
(C) UPON SUBMISSION OF THE NOTICE, A BANK, SAVINGS BANK, 1,268
OR SAVINGS AND LOAN ASSOCIATION SHALL PAY A FILING FEE OF ONE 1,269
HUNDRED DOLLARS TO THE SECRETARY OF STATE. 1,270
(D)(1) NO SUCH NOTICE SHALL BE ACCEPTED FOR FILING IF IT 1,273
APPEARS THAT THE NAME OF THE BANK, SAVINGS BANK, OR SAVINGS AND 1,274
LOAN ASSOCIATION IS ANY OF THE FOLLOWING:
(a) PROHIBITED BY LAW; 1,277
(b) NOT DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF 1,279
THE SECRETARY OF STATE FROM THE NAME OF ANY OTHER CORPORATION, 1,280
WHETHER NONPROFIT OR FOR PROFIT AND WHETHER THAT OF A DOMESTIC 1,281
CORPORATION OR OF A FOREIGN CORPORATION AUTHORIZED TO TRANSACT 1,282
BUSINESS IN THIS STATE; 1,283
(c) A TRADE NAME, THE EXCLUSIVE RIGHT TO WHICH IS AT THE 1,286
TIME IN QUESTION REGISTERED IN THE MANNER PROVIDED IN CHAPTER 1,287
1329. OF THE REVISED CODE, UNLESS THERE ALSO IS FILED WITH THE 1,290
SECRETARY OF STATE THE CONSENT OF THE OTHER CORPORATION OR PERSON 1,291
TO THE USE OF THE NAME, EVIDENCED IN A WRITING SIGNED BY ANY 1,292
AUTHORIZED OFFICER OF THE OTHER CORPORATION OR AUTHORIZED PARTY 1,293
OF THE OTHER PERSON OWNING THE EXCLUSIVE RIGHT TO THE REGISTERED 1,294
TRADE NAME.
(2) NOTWITHSTANDING DIVISION (D)(1)(b) OF THIS SECTION, IF 1,297
A NOTICE IS NOT ACCEPTABLE FOR FILING SOLELY BECAUSE THE NAME OF 1,299
THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS NOT 1,300
DISTINGUISHABLE FROM THE NAME OF ANOTHER CORPORATION OR 1,301
REGISTERED TRADE NAME, THE BANK, SAVINGS BANK, OR SAVINGS AND 1,302
LOAN ASSOCIATION MAY BE AUTHORIZED TO TRANSACT BUSINESS IN THIS 1,303
STATE BY FILING WITH THE SECRETARY OF STATE, IN ADDITION TO THOSE 1,304
ITEMS OTHERWISE PRESCRIBED BY THIS SECTION, A STATEMENT SIGNED BY 1,305
AN AUTHORIZED OFFICER DIRECTING THE BANK, SAVINGS BANK, OR 1,306
29
SAVINGS AND LOAN ASSOCIATION TO TRANSACT BUSINESS IN THIS STATE 1,307
UNDER AN ASSUMED BUSINESS NAME OR NAMES THAT COMPLY WITH THE 1,308
REQUIREMENTS OF DIVISION (D) OF THIS SECTION AND STATING THAT THE 1,310
BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION WILL TRANSACT 1,311
BUSINESS IN THIS STATE ONLY UNDER THE ASSUMED NAME OR NAMES. 1,312
(E) THE SECRETARY OF STATE SHALL PROVIDE A CERTIFICATE OF 1,315
RECEIPT OF NOTICE TO EACH BANK, SAVINGS BANK, OR SAVINGS AND LOAN 1,316
ASSOCIATION THAT SUBMITS A NOTICE REQUIRED BY THIS SECTION. 1,317
Sec. 1703.08. From the annual report and from such other 1,326
facts as the secretary of state ascertains from any further 1,327
investigation which he THAT THE SECRETARY OF STATE may make, he 1,329
THE SECRETARY OF STATE shall determine the number of issued 1,330
shares of the corporation represented by property owned or used 1,331
and business transacted in this state, at the beginning of its 1,332
current annual accounting period, which number shall be the total 1,333
number of its issued shares, disregarding any fraction of a
share, multiplied by a fraction of which the denominator is the 1,334
sum of divisions (A) and (B) of this section, and the numerator 1,335
is the sum of divisions (C) and (D) of this section, as follows: 1,336
(A) The value of the property owned and used by the 1,338
corporation, as shown on its books, both within and without the 1,339
state, exclusive of good will carried as an asset on the books of 1,340
the corporation;
(B) The total amount of business done by the corporation 1,342
during its preceding annual accounting period, both within and 1,343
without the state;
(C) The value of the property owned and used by the 1,345
corporation within this state; 1,346
(D) The amount of business done by the corporation within 1,348
this state during its preceding annual accounting period. 1,349
FOR PURPOSES OF THIS SECTION, "ISSUED SHARES" AND "TOTAL 1,352
NUMBER OF ITS ISSUED SHARES," WHEN APPLIED TO A FOREIGN
CORPORATION THAT DOES NOT HAVE PERMANENT NONWITHDRAWABLE CAPITAL 1,353
STOCK, MEANS SUCH NUMBER AS IS DETERMINED BY A FRACTION, THE 1,354
30
NUMERATOR OF WHICH IS THE NET CAPITAL OF THE CORPORATION AND THE 1,355
DENOMINATOR OF WHICH IS THE DOLLAR AMOUNT REQUIRED FOR VOTING ONE 1,357
VOTE AT AN ANNUAL OR SPECIAL MEETING OF THE CORPORATION, AS
ESTABLISHED BY THE ARTICLES OF INCORPORATION OR CHARTER OF THE 1,358
CORPORATION. 1,359
Section 2. That existing sections 1101.16, 1151.01, 1,361
1151.05, 1151.60, 1151.71, 1161.01, 1161.05, 1161.76, 1161.79, 1,362
1703.01, 1703.02, and 1703.08 and sections 1151.052 and 1161.07 1,363
of the Revised Code are hereby repealed. 1,364