As Passed by the House 1
122nd General Assembly 4
Regular Session Am. Sub. S. B. No. 40 5
1997-1998 6
SENATORS WHITE-RAY-DRAKE-WATTS-DIX-CARNES-BLESSING-FINAN-GILLMOR- 7
GARDNER-NEIN-SUHADOLNIK-GAETH-REPRESENTATIVES MILLER-LEWIS- 8
COLONNA-TIBERI-MYERS-GERBERRY-HOUSEHOLDER-STAPLETON-SCHULER- 9
VERICH-GARCIA-MALLORY-CORBIN-MOTTLEY-REID-GARDNER-METELSKY- 10
JOHNSON-SULZER-PRENTISS-BRADING-CATES-HOTTINGER-OLMAN-SALERNO 11
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A B I L L
To amend sections 1101.01, 1101.03, 1101.15, 16
1101.16, 1111.01, 1115.01, 1115.05, 1115.11, 17
1115.14, 1117.01, 1121.06, 1121.11, 1151.01, 19
1151.05, 1151.60, 1151.71, 1155.09, 1161.01, 20
1161.05, 1161.76, 1161.79, 1163.12, 1703.01, 21
1703.02, and 1703.08, to enact new sections 23
1151.052, 1155.13, 1161.07, and 1163.16 and 24
sections 1155.091, 1163.121, and 1703.031, and to 26
repeal sections 1151.052, 1155.13, 1161.07, and 27
1163.16 of the Revised Code relative to 29
interstate branching by and interstate 30
acquisitions of savings and loan associations and 31
savings banks, interstate branching by banks, 32
assessments upon savings and loan associations 33
and savings banks, cooperative examination 34
arrangements and frequency of examinations for 35
savings and loan associations and savings banks, 36
the Trust Company Law enacted by Am. Sub. H.B. 37
538 of the 121st General Assembly, and to declare 38
an emergency. 39
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 41
Section 1. That sections 1101.01, 1101.03, 1101.15, 43
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1101.16, 1111.01, 1115.01, 1115.05, 1115.11, 1115.14, 1117.01, 45
1121.06, 1121.11, 1151.01, 1151.05, 1151.60, 1151.71, 1155.09, 47
1161.01, 1161.05, 1161.76, 1161.79, 1163.12, 1703.01, 1703.02, 48
and 1703.08 be amended and new sections 1151.052, 1155.13, 49
1161.07, and 1163.16 and sections 1155.091, 1163.121, and 51
1703.031 of the Revised Code be enacted to read as follows: 53
Sec. 1101.01. As used in Chapters 1101. to 1127. of the 62
Revised Code, unless the context requires otherwise: 63
(A) "Affiliate" has the same meaning as in division (A)(1) 66
of section 1109.53 of the Revised Code and includes a subsidiary
of a bank. 67
(B) "Bank" means a corporation that solicits, receives, or 69
accepts money or its equivalent for deposit as a business, 70
whether the deposit is made by check or is evidenced by a 71
certificate of deposit, passbook, note, receipt, ledger card, or 72
otherwise. "Bank" also includes a state bank or a corporation
doing business as a bank or savings bank under authority granted 73
by the bank regulatory authority of another state of the United 74
States or another country, but does not include a savings 75
association, savings bank, or credit union. 76
(C) "Banking office" means an office or other place at 78
which a bank receives money or its equivalent from the public for 79
deposit and conducts a general banking business. "Banking 80
office" does not include any of the following: 81
(1) Any location at which a bank receives, but does not 83
accept, cash or other items for subsequent deposit, such as by 84
mail or armored car service or at a lock box or night depository; 85
(2) Any structure located within five hundred yards of a 87
banking office and operated as an extension of the services of 89
the banking office;
(3) ANY AUTOMATED TELLER MACHINE OR OTHER MONEY 91
TRANSMISSION DEVICE OWNED, LEASED, OR OPERATED BY A BANK; 92
(4) Any facility located within the geographical limits of 94
a military installation at which a bank only accepts deposits and 96
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cashes checks;
(4)(5) Any location at which a bank takes and processes 98
applications for loans and may disburse loan proceeds, but does 100
not accept deposits;
(5)(6) Any location at which a bank is engaged solely in 102
providing administrative support services for its own operations 104
or for other depository institutions. 105
(D) "Branch" means a banking office that is not also the 107
bank's principal place of business consistent with its articles 108
of incorporation or articles of association. 109
(E) "Capital" means the sum of a bank's: 111
(1) Paid-in capital and surplus relating to common stock; 113
(2) To the extent permitted by the superintendent of 115
financial institutions, paid-in capital and surplus relating to 116
preferred stock;
(3) Undivided profits; and 118
(4) To the extent permitted by the superintendent the 120
proceeds of the sale of debt securities and other assets and 121
reserves.
(F) "Control" has the same meaning as in division (H) of 123
section 1109.53 of the Revised Code. 124
(G) "Controlling shareholder" means a person who, directly 126
or indirectly, controls a bank. 127
(H) "Debt securities" means obligations issued by a bank 129
the holders of which, in the event of the insolvency or 130
liquidation of the bank, are subordinated in right of payment to 131
the bank's depositors and general creditors. 132
(I) "Federal savings association" means a federal savings 134
and loan association or a federal savings bank doing business 135
under authority granted by the office of thrift supervision. 136
(J) "National bank" means a bank doing business under 139
authority granted by the comptroller of the currency.
(K) "Net income" means all income realized or earned less 142
all expenses realized or accrued.
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(L) "Paid-in capital" means the aggregate par value of all 144
of a bank's outstanding shares of all classes. 145
(M) "Reorganization" means a consolidation, merger, or 148
transfer of assets and liabilities pursuant to Chapter 1115. of 149
the Revised Code.
(N) "Savings association" means a savings and loan 152
association doing business under authority granted by the
superintendent of financial institutions pursuant to Chapter 154
1151. of the Revised Code, A SAVINGS AND LOAN ASSOCIATION DOING 155
BUSINESS UNDER AUTHORITY GRANTED BY THE REGULATORY AUTHORITY OF
ANOTHER STATE, or a federal savings association. 157
(O) "Savings bank" means a savings bank doing business 160
under authority granted by the superintendent of financial
institutions pursuant to Chapter 1161. of the Revised Code OR A 163
SAVINGS BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE 164
REGULATORY AUTHORITY OF ANOTHER STATE. 165
(P) "State bank" means a bank doing business under 168
authority granted by the superintendent of financial
institutions. 169
(Q) "Subsidiary" has the same meaning as in section 172
1109.53 of the Revised Code.
(R) "Surplus" means the total of amounts paid for shares 175
in excess of their respective par values, amounts contributed
other than for shares, and amounts transferred from undivided 176
profits, less amounts transferred to stated capital. 177
(S) "Trust company" means a corporation qualified and 179
licensed under section 1111.06 of the Revised Code to solicit or 181
engage in trust business in this state, or a person that is 182
required by Chapter 1111. of the Revised Code to be a corporation 183
qualified and licensed under section 1111.06 of the Revised Code 185
to solicit or engage in trust business in this state.
(T) "Undivided profits" means the cumulative undistributed 188
amount of a bank's net income not otherwise allocated. 189
Sec. 1101.03. (A) Except as otherwise provided in this 198
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section, every bank existing on or incorporated after the 199
effective date of this section JANUARY 1, 1997, is subject to 201
Chapters 1101. to 1127. of the Revised Code.
(B) Chapters 1101. to 1127. of the Revised Code do not 204
affect the legality of banks organized, loans or investments made
or committed to be made, or transactions completed or committed 205
before the effective date of this section JANUARY 1, 1997. 207
(C) Chapters 1101. to 1127. of the Revised Code do not 210
affect the status of any bank organized, or any banking office
established or authorized, before the effective date of this 211
section JANUARY 1, 1997. 212
(D) CHAPTERS 1101. TO 1127. OF THE REVISED CODE DO NOT 214
APPLY TO PERSONS IN THEIR FIDUCIARY CAPACITIES, AS FOLLOWS: 215
(1) ANY PERSON WHO, ON JANUARY 1, 1997, IS SERVING AS A 217
FIDUCIARY UNDER A TRUST INSTRUMENT, WILL, OR OTHER DOCUMENT 218
EXECUTED BEFORE JANUARY 1, 1997; 219
(2) ANY PERSON WHO IS NAMED OR NOMINATED AS A POTENTIAL, 221
PROSPECTIVE, OR SUCCESSOR FIDUCIARY IN A TRUST INSTRUMENT, WILL, 223
OR OTHER DOCUMENT EXECUTED BEFORE JANUARY 1, 1997. 224
Sec. 1101.15. (A)(1) Except as provided in division 233
(A)(2) of this section, no person other than a bank doing 234
business under authority granted by the superintendent of 235
financial institutions, the bank chartering authority of another 236
state, the office of the comptroller of the currency, or the bank 238
chartering authority of a foreign country shall do either of the 239
following:
(a) Use "bank," "banker," or "banking," or a word or words 241
of similar meaning in any other language, as a designation or 242
name, or as part of a designation or name, under which business 243
is or may be conducted in this state; 244
(b) Represent itself as a bank. 246
(2)(a) A corporation doing business under Chapter 1151. of 249
the Revised Code may use the phrase "savings bank" as part of a 250
designation or name under which business is or may be conducted 252
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in this state, as provided in section 1151.07 of the Revised
Code.
(b) A corporation doing business under Chapter 1161. of 255
the Revised Code may use the phrase "savings bank" as part of a 256
designation or name under which business is or may be conducted 258
in this state, as provided in section 1161.09 of the Revised 259
Code.
(c) A corporation doing business under authority granted 261
by the office of thrift supervision may use the phrase "savings 262
bank" as part of a designation or name under which business is or 263
may be conducted in this state.
(d) A nonprofit organization, whether or not incorporated 265
under Chapter 1702. of the Revised Code, may use "bank," 266
"banker," or "banking," or a word or words of similar meaning in 268
any other language, as part of a designation or name under which 269
business is or may be conducted if the superintendent determines 270
the organization's use is not likely to mislead the public and
authorizes the organization to use the word or words. 271
(B)(1) Except as provided in division (B)(2) of this 274
section, no person, other than a corporation licensed in
accordance with authority granted in Chapter 1111. as a trust 275
company, a savings and loan association licensed under section 276
1151.348 of the Revised Code to serve as a fiduciary, a national 277
bank with trust powers, or a federal savings association with 278
trust powers, shall do either of the following:
(a) Use the word "trust," or a word or words of similar 280
meaning in any other language, as a designation or name, or part 281
of a designation or name, under which business is or may be 282
conducted in this state;
(b) Otherwise represent itself as a fiduciary or trust 284
company.
(2)(a) A natural person exempt from licensure THAT IS NOT 286
REQUIRED TO BE LICENSED under Chapter 1111. of the Revised Code 288
may serve as a fiduciary AND, WHEN ACTING IN THAT FIDUCIARY 289
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CAPACITY, OTHERWISE REPRESENT HIMSELF, HERSELF, OR ITSELF AS A 290
FIDUCIARY.
(b) A person licensed by another state to serve as a 292
fiduciary and exempt from licensure under Chapter 1111. of the 293
Revised Code may serve as a fiduciary to the extent permitted by 294
the exemption.
(c) A savings and loan association may serve as a trustee 296
to the extent authorized by section 1151.191 of the Revised Code. 297
(d) A savings bank may serve as a trustee to the extent 299
authorized by section 1161.24 of the Revised Code. 300
(e) A charitable trust may serve as a fiduciary of a trust 302
of which the charitable trust is the sole or lone remaining 304
beneficiary.
(f) A charitable trust, business trust, real estate 306
investment trust, PERSONAL TRUST, or other bona fide trust may 308
use the word "trust" or a word or words of similar meaning in any 309
other language, as A DESIGNATION OR NAME, OR part of a
designation or name, under which business is or may be conducted. 311
(g)(f) A nonprofit organization, whether or not 313
incorporated under Chapter 1702. of the Revised Code, may use 315
"trust" or a word or words of similar meaning in any other 316
language, as a designation or name, or part of a designation or 317
name, under which business is or may be conducted, if the
superintendent determines the organization's use is not likely to 318
mislead the public and authorizes the organization to use the 319
word or words.
(C) No bank shall use "state" as part of a designation or 321
name under which it transacts business in this state, unless the 322
bank is doing business under authority granted by the 323
superintendent or the bank chartering authority of another state. 324
Sec. 1101.16. (A) No person shall solicit, receive, or 333
accept deposits in this state, except a bank, a domestic 334
association as defined in section 1151.01 of the Revised Code, a 335
savings bank as defined in section 1161.01 of the Revised Code, 336
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or a credit union as defined in section 1733.01 of the Revised 337
Code that is authorized to accept deposits IN THIS STATE, AND 338
EXCEPT AS PROVIDED IN SECTIONS 1115.05, 1117.01, 1151.052, 339
1151.053, 1151.60, 1161.07, 1161.071, AND 1161.76 OF THE REVISED 340
CODE.
(B) No bank or bank holding company incorporated under the 342
laws of another state or having its principal place of business 343
in another state shall solicit, receive, or accept deposits IN 344
THIS STATE UNLESS IT HAS ESTABLISHED OR ACQUIRED A BANKING OFFICE 346
PURSUANT TO SECTION 1117.01 OF THE REVISED CODE OR A TRANSACTION 348
UNDER SECTION 1115.05 OF THE REVISED CODE, or transact any
banking business of any kind in this state other than lending 349
money, trust business in accordance with Chapter 1111. of the 350
Revised Code, OR through or as an agent pursuant to section 352
1117.05 of the Revised Code, or pursuant to section 1115.05 of 353
the Revised Code.
(C) No bank having its principal place of business in a 355
foreign country shall solicit, receive, or accept deposits or 356
transact any banking business of any kind in this state, except 357
in accordance with Chapter 1115. or 1119. of the Revised Code. 358
(D) Nothing in this section prohibits a person from making 360
a deposit in that person's own account with a depository 361
institution outside this state by means of an automated teller 362
machine or other money transmission device in this state. 363
However, no depository institution outside this state shall 364
establish a deposit account with or for a person in this state by
means of an automated teller machine or other money transmission 365
device in this state. 366
Sec. 1111.01. As used in this chapter: 375
(A) "CHARITABLE TRUST" MEANS A CHARITABLE REMAINDER 378
ANNUITY TRUST AS DEFINED IN SECTION 664(d) OF THE INTERNAL 381
REVENUE CODE, A CHARITABLE REMAINDER UNITRUST AS DEFINED IN 383
SECTION 664(d) OF THE INTERNAL REVENUE CODE, A CHARITABLE LEAD OR 386
OTHER SPLIT INTEREST TRUST SUBJECT TO THE GOVERNING INSTRUMENT 387
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REQUIREMENTS OF SECTION 508(e) OF THE INTERNAL REVENUE CODE, A 391
POOLED INCOME FUND AS DEFINED IN SECTION 642(c) OF THE INTERNAL 394
REVENUE CODE, A TRUST THAT IS A PRIVATE FOUNDATION AS DEFINED IN 396
SECTION 509 OF THE INTERNAL REVENUE CODE, OR A TRUST OF WHICH 399
EACH BENEFICIARY IS A CHARITY. 400
FOR PURPOSES OF THIS DIVISION AND DIVISION (B) OF THIS 402
SECTION, "INTERNAL REVENUE CODE" MEANS THE "INTERNAL REVENUE CODE 408
OF 1986," 100 STAT. 2085, 26 U.S.C.A. 1, AS AMENDED. 411
(B) "CHARITY" MEANS A STATE UNIVERSITY AS DEFINED IN 413
SECTION 3345.011 OF THE REVISED CODE, A COMMUNITY COLLEGE AS 415
DEFINED IN SECTION 3354.01 OF THE REVISED CODE, A TECHNICAL
COLLEGE AS DEFINED IN SECTION 3357.01 OF THE REVISED CODE, A 416
STATE COMMUNITY COLLEGE AS DEFINED IN SECTION 3358.01 OF THE
REVISED CODE, A PRIVATE COLLEGE OR UNIVERSITY THAT POSSESSES A 417
CERTIFICATE OF AUTHORIZATION ISSUED BY THE OHIO BOARD OF REGENTS 418
PURSUANT TO CHAPTER 1713. OF THE REVISED CODE, A TRUST OR 420
ORGANIZATION EXEMPT FROM TAXATION UNDER SECTION 501(c)(3) OR 422
SECTION 501(c)(13) OF THE INTERNAL REVENUE CODE, OR A 424
CORPORATION, TRUST, OR ORGANIZATION DESCRIBED IN SECTION 425
170(c)(2) OF THE INTERNAL REVENUE CODE. THE TERM "CHARITIES" 427
MEANS MORE THAN ONE TRUST OR ORGANIZATION THAT IS A CHARITY.
(C) "Collective investment fund" means a fund established 429
by a trust company or an affiliate of a trust company for the 430
collective investment of assets held in a fiduciary capacity, 431
either alone or with one or more cofiduciaries, by the 432
establishing trust company and its affiliates.
(B)(D) "Fiduciary investment company" means a corporation 434
that is both of the following: 436
(1) An investment company; 438
(2) Incorporated, owned, and operated in accordance with 440
rules adopted by the superintendent of financial institutions for 441
the investment of funds held by trust companies in a fiduciary 442
capacity and for true fiduciary purposes, either alone or with 443
one or more cofiduciaries.
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(C)(E) "Instrument" includes any will, declaration of 445
trust, agreement of trust, agency, or custodianship, or court 446
order creating a fiduciary relationship. 447
(D)(F) "Investment company" means any investment company 449
as defined in section 3 and registered under section 8 of the 451
"Investment Company Act of 1940," 54 Stat. 789, 15 U.S.C.A. 80a-3 453
and 80a-8.
(E)(G) "Trust business" means accepting and executing 455
trusts of property, serving as a trustee, executor, 457
administrator, guardian, receiver, OR conservator, or other 458
fiduciary, and providing fiduciary services as a business. 460
"Trust business" does not include any of the following:
(1) Any natural person acting as a receiver, trustee, 462
EXECUTOR, ADMINISTRATOR, GUARDIAN, RECEIVER, or other fiduciary 463
CONSERVATOR, pursuant to appointment by a court of competent 465
jurisdiction;
(2) Any natural person licensed in this state as an 467
attorney serving as a trustee pursuant to appointment by a 469
settlor, or by a person authorized to appoint a successor 470
trustee, if the attorney has not solicited, by advertising or 471
otherwise, appointment as trustee; WHO DOES NOT HOLD SELF OUT TO 473
THE PUBLIC AS WILLING TO ACT AS A TRUSTEE FOR HIRE. FOR PURPOSES 474
OF DIVISION (G) OF THIS SECTION, THE SOLICITATION OR 475
ADVERTISEMENT OF LEGAL OR ACCOUNTING SERVICES BY A PERSON 476
LICENSED IN THIS STATE AS AN ATTORNEY OR A PERSON HOLDING A LIVE 477
PERMIT TO PRACTICE PUBLIC ACCOUNTING ISSUED UNDER DIVISION (A) OF 478
SECTION 4701.10 OF THE REVISED CODE SHALL NOT BE CONSIDERED TO BE
THE ACT OF HOLDING SELF OUT TO THE PUBLIC AS WILLING TO ACT AS A 479
TRUSTEE FOR HIRE. 481
(3) Any natural person holding a live permit to practice 483
public accounting issued under division (A) of section 4701.10 of 484
the Revised Code and serving as a trustee pursuant to appointment 486
by a settlor, or by a person authorized to appoint a successor 487
trustee, if the permit holder has not solicited, by advertising 488
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or otherwise, appointment as trustee;
(4) A natural person CHARITY, AN OFFICER OR EMPLOYEE OF A 490
CHARITY, OR A PERSON AFFILIATED WITH A CHARITY, serving as 491
trustee of any of the following: 492
(a) One or more trusts for each of which at least one 494
settlor is a member of the trustee's family; 495
(b) Not more than five trusts if the person has not 497
solicited, by advertising or otherwise, appointment as trustee 498
for any of the trusteeships; 499
(c) Trusts established by not more than five settlors, if 501
the person has not solicited, by advertising or otherwise, 502
appointment as trustee for any of the trusteeships. 503
(5) A A charitable trust serving as trustee of a trust of 506
which the charitable trust CHARITY, OR ANOTHER CHARITY WITH A
SIMILAR PURPOSE, is the sole or lone remaining A beneficiary; 508
(6)(4) Other fiduciary activities the superintendent 510
determines are not undertaken as a business. 512
Sec. 1115.01. (A)(1) A state bank may do any of the 522
following:
(a) Convert into a national bank if the conversion is 524
approved by both the comptroller of the currency and the 525
affirmative vote or written consent of the holders of two-thirds, 526
or such other proportion not less than a majority as the bank's 527
articles of incorporation require, of the outstanding shares of 528
each class of the bank's stock;
(b) Convert into a federal savings association if the 530
conversion is approved by both the office of thrift supervision 531
and the affirmative vote or written consent of the holders of 532
two-thirds, or such other proportion not less than a majority as 533
the bank's articles of incorporation require, of the outstanding 534
shares of each class of the bank's stock;
(c) Convert into a savings and loan association pursuant 536
to section 1151.64 of the Revised Code OR THE LAWS OF ANOTHER 538
STATE IF THE CONVERSION IS APPROVED BY THE AFFIRMATIVE VOTE OR 539
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WRITTEN CONSENT OF THE HOLDERS OF TWO-THIRDS, OR SUCH OTHER 540
PROPORTION NOT LESS THAN A MAJORITY AS THE BANK'S ARTICLES OF 542
INCORPORATION REQUIRE, OF THE OUTSTANDING SHARES OF EACH CLASS OF 543
THE BANK'S STOCK;
(d) Convert into a savings bank pursuant to section 545
1161.631 of the Revised Code OR THE LAWS OF ANOTHER STATE IF THE 547
CONVERSION IS APPROVED BY THE AFFIRMATIVE VOTE OR WRITTEN CONSENT 548
OF THE HOLDERS OF TWO-THIRDS, OR SUCH OTHER PROPORTION NOT LESS 550
THAN A MAJORITY AS THE BANK'S ARTICLES OF INCORPORATION REQUIRE, 551
OF THE OUTSTANDING SHARES OF EACH CLASS OF THE BANK'S STOCK;
(e) CONVERT INTO A BANK DOING BUSINESS UNDER AUTHORITY 554
GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER STATE, 555
PURSUANT TO THE LAWS OF THAT STATE, IF THE CONVERSION IS APPROVED 556
BY THE AFFIRMATIVE VOTE OR WRITTEN CONSENT OF THE HOLDERS OF 557
TWO-THIRDS, OR SUCH OTHER PROPORTION NOT LESS THAN A MAJORITY AS 558
THE BANK'S ARTICLES OF INCORPORATION REQUIRE, OF THE OUTSTANDING 559
SHARES OF EACH CLASS OF THE BANK'S STOCK.
(2) A state bank that converts into a national bank, A 561
BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE BANK 563
REGULATORY AUTHORITY OF ANOTHER STATE, or a federal savings 564
association shall, immediately upon the conversion being 565
effective, file with the superintendent of financial institutions 566
all information the superintendent determines is necessary to 568
reflect in the state's records that the national bank or federal 569
savings association is no longer a corporation organized and 570
doing business under the laws of this state. 571
(B)(1) A national bank, BANK DOING BUSINESS UNDER 573
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 574
STATE, savings association, or savings bank that has its 576
principal place of business in this state may, with the approval
of the superintendent, convert into a state bank. 578
(2) A national bank, BANK DOING BUSINESS UNDER AUTHORITY 580
GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER STATE, 583
savings association, or savings bank proposing to convert into a 584
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state bank shall submit to the superintendent an application for 585
the superintendent's approval of the conversion that includes all
of the following: 586
(a) A plan of conversion; 588
(b) The proposed articles of incorporation and code of 590
regulations of the proposed state bank; 591
(c) An officers' certification that the directors and 593
shareholders of the national bank, BANK DOING BUSINESS UNDER 594
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 596
STATE, savings association, or savings bank have approved the 598
plan of conversion and the proposed articles of incorporation and
code of regulations in accordance with the applicable state or 599
federal law and with the national bank's, savings association's, 600
or savings bank's articles of association or incorporation and 602
code of regulations or bylaws;
(d) Any other information the superintendent requires. 604
(3) Within ten business days after receiving an 606
application required under division (B)(2) of this section, the 607
superintendent shall determine whether to accept the application. 608
Within ninety days after accepting an application required under 609
division (B)(2) of this section, the superintendent shall approve 610
or disapprove the application. In determining whether to approve 611
the national bank's, savings association's, or savings bank's 612
conversion into a state bank, the superintendent shall consider 613
all of the following:
(a) The adequacy of the capital and paid-in capital of the 615
proposed state bank; 616
(b) Whether the competence, experience, and integrity of 618
each director, executive officer, and controlling shareholder of 619
the proposed state bank meet the criteria for acquiring control 620
of a state bank as provided in section 1115.06 of the Revised 621
Code;
(c) Whether the proposed state bank affords reasonable 623
promise of successful operation; 624
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(d) Whether the proposed state bank meets the requirements 626
of Chapters 1101. to 1127. of the Revised Code. 627
(4) The superintendent may condition an approval of the 629
conversion of a national bank, BANK DOING BUSINESS UNDER 630
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 631
STATE, savings association, or savings bank into a state bank in 632
any manner the superintendent considers appropriate. 634
(5)(a) If the superintendent approves a conversion of a 636
national bank, BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE 637
BANK REGULATORY AUTHORITY OF ANOTHER STATE, savings association, 639
or savings bank into a state bank, the superintendent shall 640
forward a certificate of the approval of the conversion and the 641
state bank's articles of incorporation to the secretary of state,
and shall issue to the new state bank a certificate of authority 642
to commence business as a state bank. 643
(b)(i) In the case of a state bank resulting from the 645
conversion of a savings association organized under Chapter 1151. 646
of the Revised Code or a savings bank organized under Chapter 647
1161. of the Revised Code, the secretary of state shall file the 649
certificate of the superintendent's approval of the conversion 650
and the state bank's articles of incorporation in a manner
reflecting the corporation is no longer doing business under 651
Chapter 1151. or 1161. of the Revised Code. 652
(ii) In the case of a state bank resulting from the 654
conversion of a national bank, A BANK, SAVINGS ASSOCIATION, OR 655
SAVINGS BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE 657
REGULATORY AUTHORITY OF ANOTHER STATE, or a federal savings 658
association, the secretary of state shall file the certificate of 660
the superintendent's approval of the conversion and the state 661
bank's articles of incorporation in a manner reflecting the state 662
bank is newly authorized to do business under the laws of this
state.
(6) The conversion shall be effective on the date 664
indicated in the superintendent's approval. Without further act 665
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or deed, the state bank resulting from the conversion shall have 666
all property, rights, interests, and powers of its predecessor 667
national bank, savings association, or savings bank within the 669
limits of the charter of the resulting state bank, and all
duties, trusts, obligations, and liabilities of the predecessor 670
national bank, savings association, or savings bank shall 672
continue in the state bank resulting from the conversion. 673
Sec. 1115.05. (A) As used in this section: 682
(1) "Acquire" or "acquisition" means any of the following 684
transactions or actions: 685
(a) A merger or consolidation with, or purchase of assets 687
from, a bank holding company that has acquired an Ohio bank; 688
(b) The acquisition of the direct or indirect ownership or 690
control of voting shares of an Ohio bank if, after the 691
acquisition, the acquiring bank holding company will directly or 693
indirectly own or control more than five per cent of any class of 694
voting shares of the Ohio bank, unless the superintendent of 695
financial institutions determines, in the superintendent's 696
discretion, due to the nature of the acquisition, it should not 697
be subject to the limitations of this section;
(c) The merger or consolidation of an Ohio bank with, or 699
the transfer of assets from an Ohio bank to, another Ohio bank, 701
whether previously acquired EXISTING or chartered for the purpose 702
of the transaction; 703
(d) Any other action that results in the direct or 705
indirect control of an Ohio bank. 706
(2) "Ohio bank" means a state bank or a national bank 708
whose principal place of business is in this state. 709
(B) Subject to division DIVISIONS (C) AND (D) of this 712
section, a BANK OR bank holding company whose principal place of 713
business is in this state or any other state may charter or 715
otherwise acquire an Ohio bank, AND A BANK MAY ACQUIRE BANKING 716
OFFICES IN THIS STATE BY MERGER OR CONSOLIDATION WITH OR TRANSFER 717
OF ASSETS AND LIABILITIES FROM A BANK, SAVINGS BANK, OR SAVINGS 719
16
ASSOCIATION THAT HAS OFFICES IN THIS STATE, if, upon consummation 721
of the acquisition, either BOTH of the following will apply: 723
(1) The acquiring BANK WITH, OR THE ACQUIRING bank holding 725
company, through, its affiliate banks, savings banks, and savings 728
associations, does not control more than ten per cent of the 729
total deposits of banks, savings banks, and savings associations
in the United States, and EITHER OF THE FOLLOWING APPLIES: 730
(a) THE ACQUIRING BANK WITH, OR THE ACQUIRING BANK HOLDING 732
COMPANY THROUGH, ITS AFFILIATE BANKS, SAVINGS BANKS, AND SAVINGS 733
ASSOCIATIONS, does not control more than thirty per cent of the 736
total deposits of banks, savings banks, and savings associations 737
in this state.
(2)(b) The acquiring BANK WITH, OR THE ACQUIRING bank 739
holding company, through, its affiliate banks, savings banks, and 743
savings associations, does not control more than ten per cent of 744
the total deposits of banks, savings banks, and savings
associations in the United States, but does control CONTROLS more 745
than thirty per cent of the total deposits of banks, savings 748
banks, and savings associations in this state, if AND the 749
superintendent approved the acquisition after determining the 750
anticompetitive effects of the acquisition were clearly 751
outweighed in the public interest by the probable effect of the 752
transaction.
(2) EXCEPT IN THE CASE OF A FOREIGN BANK SUBJECT TO 755
CHAPTER 1119. OF THE REVISED CODE OR A BANK THAT BY THE TERMS OF 758
ITS ARTICLES OF INCORPORATION OR ASSOCIATION IS NOT PERMITTED TO 759
SOLICIT OR ACCEPT DEPOSITS OTHER THAN TRUST FUNDS, THE OHIO BANK 760
OR ANY BANK THAT HAS BANKING OFFICES IN THIS STATE WILL BE AN 761
INSURED BANK AS DEFINED IN SECTION 3(h) OF THE "FEDERAL DEPOSIT 765
INSURANCE ACT," 92 STAT. 614 (1978), 12 U.S.C.A. 1813(h). 769
(C)(1) Any bank holding company proposing to charter a 771
state bank under this section shall comply with Chapter 1113. of 772
the Revised Code and any rules adopted to implement that chapter. 773
(2) If, after the proposed acquisition, the acquiring BANK 775
17
OR bank holding company will control an existing state bank the 777
acquiring BANK OR bank holding company did not control before the 779
acquisition, AND THE ACQUISITION DOES NOT INCLUDE THE MERGER OR 780
CONSOLIDATION OF THE EXISTING STATE BANK WITH ANOTHER BANK, the 782
acquiring BANK OR bank holding company shall comply with section 783
1115.06 of the Revised Code and any rules adopted to implement 784
that section.
(3) If the proposed acquisition will be accomplished by 786
means of a merger or consolidation with a state bank and the 787
resulting bank of the merger or consolidation will be a state 788
bank, the state bank shall comply with section 1115.11 of the 789
Revised Code and any rules adopted to implement that section.
(4) If the proposed acquisition will be accomplished by 791
means of a transfer of assets and liabilities to a state bank, 792
the state bank shall comply with section 1115.14 of the Revised 793
Code and any rules adopted to implement that section. 794
(5) If the proposed acquisition will be accomplished by 796
forming a bank to which the bank to be acquired will transfer 797
assets and liabilities, or with which the bank to be acquired 798
will be merged or consolidated and the resulting bank will be a 799
state bank, the acquiring bank holding company shall comply with 800
section 1115.23 of the Revised Code and any rules adopted to
implement that section. 801
(D)(1) IF THE ACQUIRING BANK IS A BANK DOING BUSINESS 803
UNDER AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF 804
ANOTHER STATE AND THE ACQUISITION WILL BE ACCOMPLISHED BY 805
AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT 807
LIABILITIES OF AN EXISTING BRANCH LOCATED IN THIS STATE OF A
SAVINGS ASSOCIATION DOING BUSINESS UNDER AUTHORITY GRANTED BY THE 808
SUPERINTENDENT PURSUANT TO CHAPTER 1151. OF THE REVISED CODE, THE 811
ACQUISITION SHALL BE SUBJECT TO THE SUPERINTENDENT'S APPROVAL, 812
WHICH SHALL INCLUDE A DETERMINATION THAT THE LAWS OF THE STATE IN 814
WHICH THE ACQUIRING BANK HAS ITS PRINCIPAL PLACE OF BUSINESS
PERMIT A BANK WITH ITS PRINCIPAL PLACE OF BUSINESS IN OHIO TO 816
18
ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN 817
EXISTING BRANCH OF A SAVINGS ASSOCIATION LOCATED IN THAT STATE ON 818
TERMS THAT ARE, ON THE WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE 819
THAN THOSE ESTABLISHED UNDER SECTION 1151.052 OF THE REVISED 821
CODE.
(2) IF THE ACQUIRING BANK IS A BANK DOING BUSINESS UNDER 823
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER 824
STATE AND THE ACQUISITION WILL BE ACCOMPLISHED BY AGREEING TO 825
ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN 826
EXISTING BRANCH LOCATED IN THIS STATE OF A SAVINGS BANK DOING 827
BUSINESS UNDER AUTHORITY GRANTED BY THE SUPERINTENDENT PURSUANT
TO CHAPTER 1161. OF THE REVISED CODE, THE ACQUISITION SHALL BE 830
SUBJECT TO THE SUPERINTENDENT'S APPROVAL, WHICH SHALL INCLUDE A 831
DETERMINATION THAT THE LAWS OF THE STATE IN WHICH THE ACQUIRING
BANK HAS ITS PRINCIPAL PLACE OF BUSINESS PERMIT A BANK WITH ITS 832
PRINCIPAL PLACE OF BUSINESS IN OHIO TO ACQUIRE ALL OR 833
SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING 834
BRANCH OF A SAVINGS BANK LOCATED IN THAT STATE ON TERMS THAT ARE, 836
ON THE WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE THAN THOSE 837
ESTABLISHED UNDER SECTION 1161.07 OF THE REVISED CODE. 838
Sec. 1115.11. (A) A state bank may consolidate or merge 847
with another state bank, A BANK DOING BUSINESS UNDER AUTHORITY 849
GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER STATE, or a 850
national bank, savings bank, or savings association that has, 851
REGARDLESS OF WHERE IT MAINTAINS its principal place of business 852
in this state, with the approval of all of the following: 853
(1) The directors of both constituent corporations; 855
(2) The shareholders of each constituent state bank by the 857
affirmative vote or written consent of the holders of two-thirds, 858
or such other proportion not less than a majority as the state 859
bank's articles of incorporation provide, of the outstanding 860
shares of each class of the state bank's stock;
(3) The shareholders of the OTHER constituent national 862
bank, savings bank, or savings association as required by the 864
19
applicable state or federal law;
(4) One of the following, as applicable: 866
(a) If the resulting corporation will be a state bank, a 868
savings bank DOING BUSINESS UNDER AUTHORITY GRANTED PURSUANT TO 869
CHAPTER 1161. OF THE REVISED CODE, or a savings and loan 870
association doing business under authority granted pursuant to 872
Chapter 1151. of the Revised Code, the superintendent of 873
financial institutions;
(b) If the resulting corporation will be a national bank, 875
the comptroller of the currency; 876
(c) If the resulting corporation will be a federal savings 878
association, the director of the office of thrift supervision; 879
(d) IF THE RESULTING CORPORATION WILL BE A BANK, SAVINGS 881
BANK, OR SAVINGS ASSOCIATION DOING BUSINESS UNDER AUTHORITY 883
GRANTED BY THE REGULATORY AUTHORITY OF ANOTHER STATE, THE STATE 884
REGULATORY AUTHORITY UNDER WHICH THE BANK, SAVINGS BANK, OR 885
SAVINGS ASSOCIATION IS DOING BUSINESS. 886
(B) For a merger or consolidation in which the resulting 889
or surviving corporation will be a state bank, the constituent
corporations, in the case of a consolidation, and the constituent 891
corporation that will be the surviving corporation, in the case 892
of a merger, shall file with the superintendent an application 893
for the superintendent's approval that includes all of the 894
following:
(1) An officers' certification that the transaction has 896
been approved by the directors and shareholders of each 897
constituent corporation in accordance with the applicable state 898
or federal law, articles of incorporation or association, code of 899
regulations, or bylaws;
(2) A copy of the consolidation or merger agreement; 901
(3) Any other information the superintendent requires. 903
(C) The consolidation or merger agreement required under 905
division (B)(2) of this section shall include all of the 906
following:
20
(1) The names of the constituent corporations; 908
(2) The agreement that the named constituent corporations 910
will consolidate into a new state bank or the other named 911
constituent corporations will merge with or into one specified 912
constituent corporation;
(3) Subject to the limitations set forth in section 915
1103.07 of the Revised Code, the name of the state bank resulting 916
from the consolidation or surviving the merger;
(4) The place in this state where the resulting or 918
surviving bank's principal place of business is to be located; 919
(5) In the case of a consolidation, the contents of the 921
resulting bank's articles of incorporation, consistent with 922
section 1103.06 of the Revised Code; 923
(6) In the case of a merger, any amendment to the 925
surviving bank's articles of incorporation; 926
(7) The names and addresses of the directors of the 928
resulting or surviving bank; 929
(8) The terms of the consolidation or merger, how the 931
consolidation or merger will be effected, and how any 932
consideration provided for will be distributed to the 933
shareholders of the constituent corporations.
(D) Within ten business days after receiving an 935
application required under division (B) of this section, the 936
superintendent shall determine whether to accept the application. 937
IF THE TRANSACTION IS WITH A BANK, SAVINGS BANK, OR SAVINGS 939
ASSOCIATION DOING BUSINESS UNDER AUTHORITY GRANTED BY A
REGULATORY AUTHORITY OTHER THAN THE SUPERINTENDENT, THE 940
SUPERINTENDENT SHALL NOTIFY THE REGULATORY AUTHORITY UNDER WHICH 941
THE BANK, SAVINGS BANK, OR SAVINGS ASSOCIATION IS DOING BUSINESS 942
OF THE APPLICATION AND SOLICIT THAT REGULATORY AUTHORITY'S 943
COMMENTS. Within ninety days after accepting an application 945
required under division (B) of this section, the superintendent 946
shall approve or disapprove the application. In making that 947
determination, the superintendent shall consider all of the 948
21
following:
(1) Whether the transaction would result in a monopoly or 950
would further any combination or conspiracy to monopolize or to 951
attempt to monopolize the business of banking in any part of this 952
state and any markets served by the resulting or surviving bank; 953
(2) Whether the effect of the proposed transaction in any 955
part of this state and any markets served by the resulting or 956
surviving bank may be to substantially lessen competition, tend 958
to create a monopoly, or in any other manner restrain trade, 959
unless the superintendent finds the anticompetitive effects of
the transaction would clearly be outweighed in the public 960
interest by the probable effect of the transaction in meeting the 961
convenience and needs of the community to be served; 962
(3) The financial and managerial resources and future 964
prospects of the banks involved; 965
(4) The convenience and needs of the communities to be 967
served;
(5) Whether, upon completion of the transaction, the 969
resulting or surviving state bank will meet the requirements of 971
Chapters 1101. to 1127. of the Revised Code; 972
(6) THE COMMENTS OF ANY REGULATORY AUTHORITY NOTIFIED IN 974
ACCORDANCE WITH DIVISION (D) OF THIS SECTION. 975
(E) The superintendent may condition approval of an 977
application under division (D) of this section in any manner the 978
superintendent considers appropriate. 979
(F) Before consummating a consolidation or merger 981
authorized under division (A) of this section, a state bank shall 982
deliver to the superintendent a certificate of consolidation or 983
merger that satisfies the requirements of section 1701.81 of the 985
Revised Code. The superintendent shall file the certificate of 986
consolidation or merger with the secretary of state and, if the
resulting or surviving bank of the consolidation or merger is a 987
state bank, shall file a certified copy of the superintendent's 989
approval of the consolidation or merger with the certificate. 990
22
(G) In the case of a consolidation or merger in which the 992
resulting or surviving corporation is a state bank, the directors 993
and other officers named in the agreement of consolidation or 995
merger shall serve until the date fixed in the agreement or 996
provided in the resulting or surviving bank's code of regulations 997
or by statute for the next annual meeting.
(H) When a consolidation or merger becomes effective, the 999
existence of each of the constituent corporations ceases as a 1,000
separate entity, but continues in the resulting or surviving 1,001
corporation, within the limits of the charter of the resulting or 1,002
surviving corporation and subject to section 1115.20 of the 1,003
Revised Code, without further act or deed and within the limits 1,005
of the charter of the resulting or surviving corporation, the 1,007
resulting or surviving corporation has all assets and property,
the rights, privileges, immunities, powers, franchises, and 1,009
authority, and all obligations and trusts of each party to the 1,010
merger or consolidation and the duties and liabilities connected 1,011
with them. The resulting or surviving corporation shall perform
every trust or relation it has in the same manner as if it had 1,013
itself originally assumed the trust or relation and the 1,014
obligations and liabilities connected with it.
Sec. 1115.14. (A) A state bank may transfer assets and 1,023
liabilities to, and acquire assets and liabilities from, another 1,024
state bank, A BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE 1,026
BANK REGULATORY AUTHORITY OF ANOTHER STATE, or a national bank, 1,028
savings bank, or savings association that has, REGARDLESS OF 1,029
WHERE IT MAINTAINS its principal place of business in this state, 1,030
with the approval of all of the following: 1,031
(1) The directors of both constituent corporations; 1,033
(2) If the assets to be transferred equal more than fifty 1,035
per cent of the assets of a transferring or acquiring state bank 1,036
at the time of the transfer, the shareholders of the state bank 1,037
by the affirmative vote or written consent of the holders of 1,038
two-thirds, or such other proportion not less than a majority as 1,039
23
the state bank's articles of incorporation provide, of the
outstanding shares of each class of the state bank's stock; 1,040
(3) The shareholders of the OTHER constituent national 1,042
bank, savings bank, or savings association as required by the 1,044
applicable state or federal law;
(4) If the assets to be transferred equal more than fifty 1,046
per cent of the assets of the acquiring state bank, the 1,047
superintendent of financial institutions. 1,048
(B) In the case of a transfer of assets and liabilities 1,050
for which the superintendent's approval is required under 1,051
division (A)(4) of this section, the acquiring state bank shall 1,052
file with the superintendent an application that includes all of 1,053
the following:
(1) An officers' certification that the transaction has 1,055
been approved by the directors and shareholders of each 1,056
constituent corporation in accordance with the applicable state 1,057
or federal law, articles of incorporation or association, code of 1,058
regulations, or bylaws;
(2) A copy of the transfer agreement; 1,060
(3) Any other information the superintendent requires. 1,062
(C) The transfer agreement required under division (B)(2) 1,065
of this section shall include all of the following:
(1) The names of the constituent corporations; 1,067
(2) The agreement of the named constituent corporations 1,069
that specified assets and liabilities of one will be transferred 1,070
to the other in exchange for specified consideration; 1,071
(3) Any changes to be made in the directors of officers of 1,073
the acquiring state bank; 1,074
(4) Any amendments to the acquiring state bank's articles 1,076
of incorporation; 1,077
(5) The terms of the transfer, how the transfer will be 1,079
effected, and how any consideration provided for will be 1,080
distributed to the transferring corporation or its shareholders. 1,081
(D) Within ten business days after receiving an 1,083
24
application required under division (B) of this section, the 1,084
superintendent shall determine whether to accept the application. 1,085
IF THE TRANSACTION IS WITH A BANK, SAVINGS BANK, OR SAVINGS 1,087
ASSOCIATION DOING BUSINESS UNDER AUTHORITY GRANTED BY A
REGULATORY AUTHORITY OTHER THAN THE SUPERINTENDENT, THE 1,088
SUPERINTENDENT SHALL NOTIFY THE REGULATORY AUTHORITY THAT GRANTED 1,089
THE AUTHORITY UNDER WHICH THE BANK, SAVINGS BANK, OR SAVINGS 1,090
ASSOCIATION IS DOING BUSINESS OF THE APPLICATION AND SOLICIT THAT 1,092
REGULATORY AUTHORITY'S COMMENTS. Within ninety days after
accepting an application required under division (B) of this 1,094
section, the superintendent shall approve or disapprove the 1,095
application. In making that determination, the superintendent 1,096
shall consider all of the following:
(1) Whether the transaction would result in a monopoly or 1,098
would further any combination or conspiracy to monopolize or to 1,099
attempt to monopolize the business of banking in any part of this 1,100
state and any markets served by the acquiring bank; 1,101
(2) Whether the effect of the proposed transaction in any 1,103
part of this state and any markets served by the acquiring bank 1,104
may be to substantially lessen competition, tend to create a 1,105
monopoly, or in any other manner restrain trade, unless the 1,106
superintendent finds that the anticompetitive effects of the
transaction would clearly be outweighed in the public interest by 1,107
the probable effect of the transaction in meeting the convenience 1,108
and needs of the community to be served; 1,109
(3) The financial and managerial resources and future 1,111
prospects of the banks involved; 1,112
(4) The convenience and needs of the communities to be 1,114
served;
(5) Whether, upon completion of the transaction, the 1,116
acquiring state bank will meet the requirements of Chapters 1101. 1,117
to 1127. of the Revised Code; 1,118
(6) THE COMMENTS OF ANY REGULATORY AUTHORITY NOTIFIED IN 1,121
ACCORDANCE WITH DIVISION (D) OF THIS SECTION. 1,122
25
(E) The superintendent may condition approval of an 1,124
application under division (D) of this section in any manner the 1,125
superintendent considers appropriate. 1,126
(F) In the case of a transfer of assets and liabilities 1,128
involving a state bank that is not the acquiring corporation and 1,129
that will not continue operations after the transaction, the 1,130
state bank shall, immediately upon the transfer of assets and 1,131
liabilities being effective, provide the superintendent with the 1,132
necessary dissolution certificates and affidavits for the 1,133
superintendent to file the dissolution with the secretary of
state.
(G) When a national bank, state bank, savings bank, or 1,135
savings association transfers its assets and liabilities to a 1,136
state bank, the acquiring state bank shall be possessed of the 1,137
rights, privileges, and powers of the transferor with respect to 1,138
the transferred assets within the limits of the charter of the 1,139
acquiring state bank.
Sec. 1117.01. (A) Only SUBJECT TO SECTION 1115.05 AND 1,149
CHAPTER 1119. OF THE REVISED CODE, a bank with, REGARDLESS OF THE 1,150
LOCATION OF its principal place of business in this state, may 1,153
establish OR ACQUIRE and maintain a banking office in this state. 1,154
(B)(1) With the prior written approval of the 1,156
superintendent of financial institutions obtained in accordance 1,157
with section 1117.02 of the Revised Code, a bank doing business 1,158
under authority granted by the superintendent may establish OR 1,159
ACQUIRE a banking office at any of the following locations: 1,161
(a) Any location in this state; 1,163
(b) Any location in another state of the United States; 1,166
(c) Any location outside the United States. 1,168
(2) The superintendent may condition approval of a banking 1,170
office at any location authorized by division (B)(1)(b) or (c) of 1,172
this section on an agreement satisfactory to the superintendent
providing for the times, method, and reimbursement of expenses 1,173
for examining the banking office. 1,174
26
Sec. 1121.06. (A) Notwithstanding any provision of the 1,183
Revised Code, if any regulation, rule, interpretation, procedure, 1,184
or guideline of the comptroller of the currency, federal deposit 1,185
insurance corporation, or federal reserve board, OR THE BANK 1,187
REGULATORY AUTHORITY OF ANY OTHER STATE OF THE UNITED STATES puts 1,188
a bank or trust company doing business under authority granted by 1,189
the superintendent of financial institutions at a disadvantage to 1,190
a national bank, the superintendent may adopt a rule that reduces 1,191
or eliminates the disadvantage to a bank or trust company doing 1,192
business under authority granted by the superintendent. 1,193
(B) The superintendent shall adopt rules authorized by 1,195
division (A) of this section in accordance with section 111.15 of 1,196
the Revised Code. Chapter 119. of the Revised Code does not 1,198
apply to rules adopted under the authority of this section. 1,199
(C) A rule adopted by the superintendent pursuant to the 1,201
authority of this section is effective on the later of the 1,202
following dates:
(1) The date the superintendent issues the rule; 1,204
(2) The date the regulation, rule, interpretation, 1,206
procedure, or guideline the superintendent's rule is based on 1,207
becomes effective.
(D) The superintendent may, upon thirty days' written 1,209
notice, revoke any rule adopted under the authority of this 1,210
section. A rule adopted under the authority of this section and 1,211
not revoked by the superintendent lapses and has no further force 1,212
and effect thirty months after its effective date. 1,213
Sec. 1121.11. (A) In administering Chapters 1101. to 1,222
1127. of the Revised Code and fulfilling the duties imposed by 1,224
those chapters, including the duty imposed by section 1121.10 of 1,225
the Revised Code, the superintendent of financial institutions 1,227
may do any of the following:
(1) Participate with financial institution regulatory 1,229
authorities of other states, the United States, and other 1,230
countries in any of the following: 1,231
27
(a) Programs for alternate examinations of the records and 1,233
affairs of banks and trust companies over which they have 1,234
concurrent jurisdiction; 1,235
(b) Joint or concurrent examinations of the records and 1,237
affairs of banks and trust companies over which they have 1,238
concurrent jurisdiction;
(c) Coordinated examinations of the records and affairs of 1,240
banks and trust companies over which they have collective 1,241
jurisdiction.
(2) Conduct, participate in, or coordinate independent, 1,243
concurrent, joint, or coordinated examinations of the records and 1,244
affairs of banks and trust companies and otherwise act on behalf 1,245
of financial institution regulatory authorities of other states, 1,246
the United States, and other countries having jurisdiction over 1,247
the banks and trust companies;
(3) Rely on information leading to, arising from, or 1,249
obtained in the course of examinations conducted by financial 1,250
institution regulatory authorities of other states, the United 1,251
States, and other countries when both of the following apply: 1,252
(a) Pursuant to agreement and applicable law, the 1,254
superintendent may receive and use the information leading to, 1,255
arising from, or obtained in the course of the other regulatory 1,256
authorities' examinations in administering Chapters 1101. to 1,257
1127. of the Revised Code and acting under the authority of those
chapters; 1,258
(b) In the superintendent's judgment the other regulatory 1,260
authorities' personnel, practices, and authority warrant the 1,261
superintendent's reliance. 1,262
(4) Authorize financial institution regulatory authorities 1,264
of other states, the United States, and other countries to 1,265
receive and use information leading to, arising from, or obtained 1,266
in the course of examinations conducted by the division of 1,267
financial institutions in the same manner and for the purposes 1,268
they could use information leading to, arising from, or obtained 1,269
28
in the course of their own examinations when both of the
following apply: 1,270
(a) Pursuant to applicable law, information leading to, 1,272
arising from, or obtained in the course of examinations the other 1,273
regulatory authorities conduct is protected from general 1,274
disclosure and may only be disclosed for purposes similar to 1,275
those provided in section 1121.18 of the Revised Code, which are 1,276
principally regulatory in nature, for disclosure of information
leading to, arising from, or obtained in the course of 1,277
examinations conducted by the division; 1,278
(b) Pursuant to agreement and applicable law, information 1,280
leading to, arising from, or obtained in the course of 1,281
examinations conducted by the division will, in the other 1,282
regulatory authorities' possession or the possession of any 1,283
persons to whom the other regulatory authorities disclosed the 1,284
information as a part of examinations of those persons, be
protected from disclosure to the same extent as information 1,285
leading to, arising from, or obtained in the course of those 1,286
regulatory authorities' examinations.
(5) Rely on the actions of financial institution 1,288
regulatory authorities of other states, the United States, or 1,289
other countries, or participate with them jointly, in responding 1,290
to violations of law, unsafe or unsound practices, breaches of 1,291
fiduciary duty, or other regulatory concerns affecting banks and 1,292
trust companies over which they have concurrent jurisdiction when 1,293
the other regulatory authorities have adequate personnel,
practices, and authority to warrant the reliance; 1,294
(6) Implement other cooperative arrangements with 1,296
financial institution regulatory authorities of other states, the 1,297
United States, and other countries consistent with safety and 1,298
soundness.
(B) No person shall use any reliance by the 1,300
superintendent, in whole or in part, on financial institution 1,301
regulatory authorities of other states, the United States, or 1,302
29
other countries in accordance with division (A) of this section 1,303
to support any assertion of either of the following: 1,304
(1) Failure of the superintendent or division to properly 1,306
administer Chapters 1101. to 1127. of the Revised Code or fulfill 1,307
the duties imposed by those chapters; 1,308
(2) Disagreement by the superintendent or division with 1,310
any action taken by financial institution regulatory authorities 1,311
of other states, the United States, or other countries. 1,312
(C) IN CONDUCTING, PARTICIPATING IN, OR COORDINATING 1,315
INDEPENDENT, CONCURRENT, JOINT, OR COORDINATED EXAMINATIONS OF 1,316
THE RECORDS AND AFFAIRS OF BANKS AND TRUST COMPANIES, THE 1,317
SUPERINTENDENT MAY PURCHASE SERVICES FROM FINANCIAL INSTITUTION 1,318
REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND 1,320
OTHER COUNTRIES, INCLUDING SERVICES PROVIDED BY EMPLOYEES OF 1,321
OTHER FINANCIAL INSTITUTION REGULATORY AUTHORITIES IN THEIR 1,322
CAPACITIES AS EMPLOYEES OF OTHER FINANCIAL INSTITUTION REGULATORY 1,323
AUTHORITIES. THE PURCHASE OF SERVICES FROM ONE OR MORE FINANCIAL 1,324
INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED 1,327
STATES, OR OTHER COUNTRIES IS THE PURCHASE OF SERVICES FROM A 1,328
SOLE SOURCE PROVIDER AND IS NOT THE EMPLOYMENT OF ANY FINANCIAL 1,329
INSTITUTION REGULATORY AUTHORITY OR ANY OF ITS EMPLOYEES. 1,330
THE AUTHORITY TO PURCHASE SERVICES PURSUANT TO THIS 1,332
DIVISION DOES NOT IMPAIR THE SUPERINTENDENT'S AUTHORITY TO 1,333
PURCHASE SERVICES FROM ANY OTHER SOURCE. 1,334
Sec. 1151.01. In sections of the Revised Code making 1,344
reference to savings and loan associations and to the division of 1,345
savings and loan associations or the division of financial 1,346
institutions:
(A) "Savings and loan association" means a corporation 1,348
organized for the purpose of raising money to be loaned to its 1,349
members or to others; "building and loan association" AND 1,350
"SAVINGS ASSOCIATION" may be used interchangeably with and shall 1,352
for all purposes have the same meaning as "savings and loan 1,353
association" and "savings association;" and "division of building 1,354
30
and loan associations" and "division of savings and loan 1,355
associations" may be used interchangeably with and shall for all 1,356
purposes have the same meaning as "division of financial 1,357
institutions."
(B) "Controlling person" means any person or entity which, 1,359
either directly or indirectly, or acting in concert with one or 1,360
more other persons or entities, owns, controls, or holds with 1,361
power to vote, or holds proxies representing, fifteen per cent or 1,362
more of the voting shares or rights of a savings and loan 1,363
association or controls in any manner the election or appointment 1,364
of a majority of the directors of an association. However, a 1,365
director of an association will not be deemed to be a controlling 1,366
person of such association based upon his THE DIRECTOR'S voting, 1,367
or acting in concert with other directors in voting, proxies 1,369
obtained in connection with an annual A solicitation of proxies 1,370
or obtained from savings account holders and borrowers if such 1,371
proxies are voted as directed by a majority of the entire board 1,372
of directors of the association, or of a committee of such 1,373
directors if such committee's composition and authority are 1,374
controlled by a majority vote of the entire board and if its 1,375
authority is revocable by such a majority. 1,376
(C) "Domestic association" means a savings and loan 1,378
association organized under the laws of this state or the "Home 1,379
Owners' Loan Act of 1933," 48 Stat. 128, 12 U.S.C.A. 1461, and 1,380
amendments thereto A SAVINGS ASSOCIATION CHARTERED UNDER THE LAWS 1,381
OF THE UNITED STATES, the home office of which is located within 1,383
this state. 1,384
(D) "Foreign SAVINGS association" means a savings and loan 1,386
association, the home office of which THAT is located outside 1,387
this CHARTERED UNDER THE LAWS OF ANOTHER state. 1,389
(E) "FOREIGN FEDERAL ASSOCIATION" MEANS A SAVINGS 1,392
ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, THE 1,394
HOME OFFICE OF WHICH IS LOCATED IN ANOTHER STATE. 1,395
(F) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES 1,399
31
OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND 1,401
ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION 1,402
OF THE UNITED STATES. 1,404
(G) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT 1,407
WHICH A SAVINGS ASSOCIATION RECEIVES MONEY OR ITS EQUIVALENT FROM 1,408
THE PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A 1,409
SAVINGS ASSOCIATION. "BANKING OFFICE" DOES NOT INCLUDE ANY OF 1,410
THE FOLLOWING:
(1) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION RECEIVES, 1,413
BUT DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, 1,414
SUCH AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT 1,415
DEPOSITORY;
(2) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A 1,418
BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF
THE BANKING OFFICE; 1,419
(3) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE 1,422
OWNED, LEASED, OR OPERATED BY A SAVINGS ASSOCIATION; 1,423
(4) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF 1,426
A MILITARY INSTALLATION AT WHICH A SAVINGS ASSOCIATION ONLY 1,427
ACCEPTS DEPOSITS AND CASHES CHECKS;
(5) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION TAKES AND 1,430
PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE 1,431
LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;
(6) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION IS ENGAGED 1,434
SOLELY IN PROVIDING ADMINISTRATIVE SUPPORT SERVICES FOR ITS OWN 1,435
OPERATIONS OR FOR OTHER FINANCIAL INSTITUTIONS.
(H) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE 1,438
SAVINGS ASSOCIATION'S PRINCIPAL OFFICE CONSISTENT WITH ITS 1,439
ARTICLES OF INCORPORATION. 1,440
(I) "Superintendent," "superintendent of building and loan 1,442
associations," or "superintendent of savings and loan 1,443
associations" means the superintendent of the division of 1,444
financial institutions of this state. Whenever the division or 1,445
superintendent of savings and loan associations or building and 1,446
32
loan associations is referred to or designated in any statute,
rule, contract, or other document, the reference or designation 1,447
shall be deemed to refer to the division or superintendent of 1,449
financial institutions, as the case may be. 1,450
(J) "SAVINGS BANK" MEANS A SAVINGS BANK DOING BUSINESS 1,452
UNDER AUTHORITY GRANTED BY THE SUPERINTENDENT PURSUANT TO CHAPTER 1,454
1161. OF THE REVISED CODE OR UNDER THE REGULATORY AUTHORITY OF 1,456
ANOTHER STATE.
(K) "BANK" HAS THE SAME MEANING AS IN SECTION 1101.01 OF 1,459
THE REVISED CODE. 1,460
Sec. 1151.05. (A) No savings and loan association 1,469
ORGANIZED UNDER THE LAWS OF THIS STATE shall establish an MORE 1,470
THAN ONE BANKING office, or maintain branches other than those 1,472
established before July 3, 1923, nor relocate any branch, except 1,473
with the prior written approval of the superintendent of savings 1,474
and loan associations FINANCIAL INSTITUTIONS. 1,475
(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE 1,478
LAWS OF THIS STATE MAY ESTABLISH A BRANCH AT ANY OF THE FOLLOWING 1,479
LOCATIONS:
(1) ANY LOCATION IN THIS STATE; 1,481
(2) ANY LOCATION IN ANOTHER STATE; 1,483
(3) ANY LOCATION OUTSIDE THE UNITED STATES. 1,487
(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH 1,489
AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN 1,493
AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR 1,494
THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES 1,495
FOR, EXAMINING THE BRANCH. 1,496
Sec. 1151.052. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 1,498
SECTION AND IN SECTION 1151.60 OF THE REVISED CODE, ONLY A 1,501
DOMESTIC ASSOCIATION MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS 1,502
STATE. 1,503
(B) A FOREIGN FEDERAL ASSOCIATION MAY ESTABLISH A BRANCH 1,506
AS PERMITTED BY FEDERAL LAW. 1,507
(C)(1) A FOREIGN SAVINGS ASSOCIATION MAY, UPON RECEIVING 1,510
33
THE APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, 1,511
ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY 1,512
AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT 1,513
LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, 1,514
DOMESTIC ASSOCIATION, FOREIGN SAVINGS ASSOCIATION, FOREIGN 1,516
FEDERAL ASSOCIATION, OR SAVINGS AND LOAN ASSOCIATION, WHICH 1,518
BRANCH IS LOCATED IN THIS STATE. THE SUPERINTENDENT SHALL NOT 1,519
GRANT APPROVAL UNLESS BOTH OF THE FOLLOWING CONDITIONS ARE MET: 1,520
(a) THE FOREIGN SAVINGS ASSOCIATION PROVIDES EVIDENCE TO 1,523
THE SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL 1,524
DEPOSIT INSURANCE CORPORATION.
(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S 1,527
DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN 1,528
SAVINGS ASSOCIATION HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT 1,529
AT THE TIME THE ASSOCIATION IS SEEKING APPROVAL UNDER THIS 1,530
SECTION, PERMIT A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER 1,531
THIS CHAPTER TO ESTABLISH A NEW BRANCH OR ASSUME ALL OR 1,532
SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING 1,533
BRANCH OF A BANK, SAVINGS BANK, DOMESTIC ASSOCIATION, FOREIGN 1,535
SAVINGS ASSOCIATION, FOREIGN FEDERAL ASSOCIATION, OR SAVINGS AND 1,536
LOAN ASSOCIATION, AS THE CASE MAY BE, IN THAT OTHER STATE ON 1,537
TERMS THAT ARE, ON THE WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE 1,538
THAN THOSE ESTABLISHED UNDER THIS SECTION. 1,539
(2) IF A FOREIGN SAVINGS ASSOCIATION THAT MAINTAINS A 1,541
BRANCH IN THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE 1,543
CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS 1,544
TERMINATED.
(3) A FOREIGN SAVINGS ASSOCIATION THAT SEEKS TO ESTABLISH 1,547
ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IN THIS 1,548
STATE IS SUBJECT TO DIVISIONS (C)(1) AND (2) OF THIS SECTION AND 1,550
SECTION 1151.05 OF THE REVISED CODE. 1,552
Sec. 1151.60. (A)(1) A savings and loan association 1,561
ORGANIZED UNDER THE LAWS OF THIS STATE may ACQUIRE OR merge with 1,563
another savings and loan A DOMESTIC association, A FOREIGN 1,564
34
SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A SAVINGS 1,565
BANK, A FOREIGN SAVINGS BANK, A STATE BANK, A NATIONAL BANK, or 1,568
with a holding company affiliate BANK ORGANIZED UNDER THE LAWS OF 1,569
ANOTHER STATE, upon application to and written approval of the 1,571
superintendent of savings and loan associations FINANCIAL
INSTITUTIONS. The superintendent shall approve a merger of a 1,573
savings and loan association and a holding company affiliate only 1,574
if the superintendent is of the opinion that the rights of all 1,575
interested parties are protected. 1,576
(B) A savings and loan association may merge with a bank 1,578
or a savings bank. 1,579
(1) If the savings and loan association is the acquiror or 1,581
surviving institution, or the articles of incorporation of the 1,582
new institution provide that the new institution is a savings and 1,583
loan association, application to and written approval of the 1,584
superintendent of savings and loan associations is required. 1,585
(2) If the savings and loan association is not the 1,587
acquiror or the surviving institution, or the articles of 1,588
incorporation of the new institution provide that the new 1,589
institution is a bank or savings bank, notice only shall be 1,590
provided the superintendent of savings and loan associations, and 1,591
the merger is subject to section 1115.11 or 1161.76 of the 1,593
Revised Code. 1,594
(3) For purposes of DIVISION (A)(1) OF this section, if 1,597
the surviving institution or new institution is a savings and 1,598
loan association ORGANIZED UNDER THE LAWS OF THIS STATE, section 1,600
1701.82 of the Revised Code governs the merger or consolidation, 1,601
except that after the merger or consolidation becomes effective, 1,602
the surviving or new institution shall possess, of a public and 1,603
private nature, the rights, privileges, immunities, powers, 1,604
franchises, and authority of a savings and loan association 1,605
ORGANIZED UNDER THE LAWS OF THIS STATE.
(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE 1,608
LAWS OF THIS STATE MAY MERGE WITH A HOLDING COMPANY AFFILIATE 1,609
35
UPON APPLICATION TO AND WRITTEN APPROVAL OF THE SUPERINTENDENT. 1,610
THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER ONLY IF THE 1,611
SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF ALL 1,612
INTERESTED PARTIES ARE PROTECTED. 1,613
(C) The limitations and conditions of Chapter 1701. of the 1,615
Revised Code do not apply to a merger of a savings and loan 1,616
association, the outstanding capital of which consists entirely 1,617
of withdrawable shares, or which is organized under section 1,618
1151.081 of the Revised Code, provided that the plan of merger is 1,619
approved by a two-thirds vote of the association's board of 1,620
directors as evidenced by a merger agreement. Upon written 1,621
notice to the association's board of directors, the 1,622
superintendent of savings and loan associations may require that 1,623
the plan of merger be submitted to the shareholders for approval 1,624
in accordance with the provisions of Chapter 1701. of the Revised 1,625
Code. 1,626
(D) The superintendent shall adopt rules in accordance 1,628
with Chapter 119. of the Revised Code setting forth criteria that 1,629
must be met for the merger of a savings and loan association and 1,630
a holding company affiliate which THAT is not a savings and loan 1,631
association, a bank, or a savings bank. 1,633
(E) For purposes of this section, upon the consolidation 1,635
or purchase of substantially all of the assets and assumption of 1,636
liabilities of a savings and loan association, the superintendent 1,637
of savings and loan associations, at the superintendent's 1,638
discretion, may direct the secretary of state to cancel the 1,640
articles of incorporation.
(F) For purposes of this section: 1,642
(1) "Holding company affiliate" means a savings and loan 1,644
holding company of which a savings and loan association is a 1,645
subsidiary and any other subsidiary of such holding company other 1,646
than a subsidiary of such association. 1,647
(2) "Merger" includes consolidation and the purchase of 1,649
substantially all of the assets and assumption of liabilities of 1,650
36
another institution. "Merger" includes the use of an interim 1,651
savings association. 1,652
Sec. 1151.71. (A) Notwithstanding any other provision of 1,661
the Revised Code, no savings and loan association incorporated 1,662
under the laws of any other state or having its MAIN OFFICE OR 1,663
principal place of business in any other state shall receive 1,665
deposits or transact any business of any kind in this state other 1,666
than the lending of money, EXCEPT AS PROVIDED IN SECTIONS 1,667
1151.052, 1151.053, AND 1151.60 OF THE REVISED CODE. 1,668
(B) A savings and loan association or savings and loan 1,670
holding company with its MAIN OFFICE OR principal place of 1,671
business in another state may charter or otherwise acquire an 1,673
Ohio savings and loan association or Ohio savings and loan 1,674
holding company if the superintendent of savings and loan 1,675
associations determines in his discretion that the laws of such 1,676
other state, as in effect at the time the application referred to 1,677
in division (C) of this section is filed, permit an Ohio savings 1,678
and loan association or Ohio savings and loan holding company to 1,679
charter or otherwise acquire a savings and loan association or 1,680
savings and loan holding company having its principal place of 1,681
business in such other state on terms that are, on the whole, 1,682
substantially no more restrictive than those established under 1,683
this section. If the law of such other state restricts entry by 1,684
Ohio savings and loan associations or Ohio savings and loan 1,685
holding companies to that state by limiting such right to only 1,686
one or the other means of entry, either by de novo charter or by 1,687
acquisition, then the authority granted by this section shall be 1,688
similarly limited for savings and loan associations or savings 1,689
and loan holding companies with their principal places of 1,690
business located in that state. For a period of three years 1,691
after October 17, 1985, the authority granted by this division is 1,692
available only to a savings and loan association or savings and 1,693
loan holding company that has its principal place of business in 1,694
a state contiguous to this state, or in Delaware, District of 1,695
37
Columbia, Florida, Illinois, Maryland, Missouri, New Jersey, 1,696
Oklahoma, Tennessee, Virginia, Washington, or Wisconsin. 1,697
Thereafter, such authority is available to a savings and loan 1,698
association or savings and loan holding company without such 1,699
limitation as to its principal place of business. 1,700
(C)(1) Any savings and loan association or savings and 1,702
loan holding company proposing to charter a state savings and 1,703
loan association pursuant to the authority granted by this 1,704
section shall make application pursuant to and be bound by the 1,705
requirements of Chapter 1151. of the Revised Code THIS CHAPTER 1,706
and the rules adopted thereunder to the extent they are not 1,708
inconsistent with division (B) of this section. 1,709
(2) Any savings and loan association or savings and loan 1,711
holding company proposing to acquire an Ohio savings and loan 1,712
association or Ohio savings and loan holding company pursuant to 1,713
this section shall concurrently file with the superintendent 1,714
COMPLY WITH SECTION 1151.66 OF THE REVISED CODE. AN APPLICATION 1,717
FILED PURSUANT TO THAT SECTION SHALL CONSIST OF a copy of the 1,720
application filed with the appropriate regulator under federal 1,721
law, and shall provide the superintendent with evidence that its 1,722
accounts OR THE ACCOUNTS OF ITS INSURED DEPOSITORY INSTITUTION 1,723
SUBSIDIARIES are insured by the federal savings and loan DEPOSIT 1,724
insurance corporation, together with. IF NO APPLICATION IS 1,725
REQUIRED TO BE FILED UNDER FEDERAL LAW, THE APPLICATION SHALL 1,726
CONTAIN such other information as the superintendent may 1,728
prescribe, by rule, as necessary or appropriate for the purpose 1,729
of making his A determination under this section AND SECTION 1,730
1151.66 OF THE REVISED CODE. Withdrawal from the federal savings 1,731
and loan DEPOSIT insurance corporation terminates the authority 1,732
of the foreign savings and loan association or savings and loan 1,733
holding company to do business in Ohio and voids any certificate 1,734
OR APPROVAL issued under this section. Within fifteen business 1,736
days after its receipt, the superintendent shall accept an 1,737
application for processing, request additional information to 1,738
38
complete the application, or return the application if it is 1,739
substantially incomplete. The superintendent shall give notice 1,740
to the applicant of the date upon which he has determined that 1,741
the application and any other required information is complete. 1,742
The superintendent shall approve the acquisition within sixty 1,743
days of his determination that the application and any other 1,744
required information is complete, unless he finds that the 1,745
applicable criteria set forth in federal savings and loan holding 1,746
companies regulations, 12 C.F.R. Parts 583, 584, and 585, as 1,747
amended, promulgated by the federal home loan bank board pursuant 1,748
to the "Savings and Loan Holding Company Act," 73 Stat. 691, 12 1,749
U.S.C. 1730a, as amended, and the criteria set forth in this 1,750
division (C)(2) have not been met. In reaching his 1,751
determination, the superintendent shall also consider the 1,752
following factors in relation to the applicant, its subsidiaries, 1,753
and the Ohio savings and loan association or Ohio savings and 1,754
loan holding company to be acquired:
(a) Their financial condition and future prospects, 1,756
including their current and projected capital positions and 1,757
levels of indebtedness; 1,758
(b) The competence and character of the principals and 1,760
management of the applicant and the savings and loan associations 1,761
or savings and loan holding companies concerned; their record of 1,762
compliance with laws, rules, and regulations; and the applicant's 1,763
record of fulfilling any commitments to, and any conditions 1,764
imposed by, the superintendent in connection with prior 1,765
applications; and 1,766
(c) The convenience and needs of the communities to be 1,768
served. 1,769
The application and the acquisition to which it relates 1,771
shall be deemed approved if no action is taken by the 1,772
superintendent within sixty days of his determination that the 1,773
application and any other required information is complete. 1,774
If the superintendent denies an application for such 1,776
39
acquisition, the order of denial must be accompanied by a 1,777
written, public opinion setting forth the reasons for denial. 1,778
(D) A nonrefundable fee of six thousand dollars shall 1,780
accompany each application and an application is not complete 1,781
without such fee. 1,782
(E) No application for approval of a charter or other 1,784
acquisition pursuant to the authority granted by this section 1,785
shall be approved by the superintendent if the superintendent 1,786
determines that such approval would cause the applicant savings 1,787
and loan association or savings and loan holding company to 1,788
control aggregate total deposits in this state exceeding twenty 1,789
per cent of the total deposits held by all banks, savings banks, 1,790
and savings and loan associations located in this state as 1,791
reported in the most recently available reports of condition or 1,792
similar reports filed with state or federal authorities. 1,793
(F) Unless the shareholders of the Ohio savings and loan 1,795
association or Ohio savings and loan holding company to be 1,796
acquired have approved an amendment to its constitution, articles 1,797
of incorporation, code of regulations, or comparable document 1,798
that provides that this division shall not apply to such Ohio 1,799
savings and loan association or Ohio savings and loan holding 1,800
company, any acquisition to be made pursuant to the authority 1,801
granted by this section which will result in the acquiring 1,802
savings and loan association or savings and loan holding company 1,803
directly or indirectly owning or controlling one-fifth or more of 1,804
the voting power of the Ohio savings and loan association or Ohio 1,805
savings and loan holding company must be authorized by the 1,806
affirmative vote of the holders of not less than two-thirds of 1,807
the voting power of the Ohio savings and loan association or Ohio 1,808
savings and loan holding company to be acquired. 1,809
(G) The limitations set forth in this section do not apply 1,811
to the acquisition of a state-chartered Ohio savings and loan 1,812
association if, in his discretion, the superintendent determines 1,813
that an emergency exists with respect to the savings and loan 1,814
40
association to be acquired, and that the acquisition is 1,815
appropriate in order to prevent the probable failure of a savings 1,816
and loan association which is closed or is in danger of closing. 1,817
(H) Any savings and loan association or savings and loan 1,819
holding company chartering or acquiring a savings and loan 1,820
association or savings and loan holding company pursuant to the 1,821
authority granted by this section shall file with the 1,822
superintendent copies of the public portions of all regular and 1,823
periodic reports such savings and loan association or savings and 1,824
loan holding company is required to file under section 13 or 1,825
15(d) of the "Securities Exchange Act of 1934," 48 Stat. 894, 15 1,826
U.S.C. 78m or 78o(d), as amended. 1,827
(I) If a savings and loan association or savings and loan 1,829
holding company that has acquired an Ohio savings and loan 1,830
association or Ohio savings and loan holding company pursuant to 1,831
the authority granted by division (B) of this section ceases 1,832
during the three-year period after October 17, 1985 to have its 1,833
principal place of business in a state contiguous to this state, 1,834
or in Delaware, District of Columbia, Florida, Illinois, 1,835
Maryland, Missouri, New Jersey, Oklahoma, Tennessee, Virginia, 1,836
Washington, or Wisconsin, such savings and loan association or 1,837
savings and loan holding company shall divest itself of the Ohio 1,838
savings and loan association or Ohio savings and loan holding 1,839
company acquired pursuant to the authority granted by this 1,840
section upon such terms as the superintendent, in his discretion, 1,841
determines to be appropriate in the circumstances. 1,842
(J) As used in this section: 1,844
(1) "Acquire" or "acquisition" means any EITHER of the 1,846
following transactions or actions: 1,848
(a) A merger, consolidation, or combination of or with an 1,850
Ohio savings and loan holding company; 1,851
(b) The acquisition of the direct or indirect ownership or 1,853
control of voting shares of an Ohio savings and loan holding 1,854
company or an Ohio savings and loan association if, after such 1,855
41
acquisition, the acquiring savings and loan association or 1,856
savings and loan holding company will directly or indirectly own 1,857
or control more than five per cent of any class of voting shares 1,858
BE A CONTROLLING PERSON of the Ohio savings and loan association 1,859
or Ohio THE savings and loan holding company unless the 1,861
superintendent determines, in his discretion, that the nature of 1,862
the acquisition is such that it should not be subject to the 1,863
limitations of this section;
(c) The direct or indirect acquisition of all or 1,865
substantially all of the assets of an Ohio savings and loan 1,866
association or Ohio savings and loan holding company; or 1,867
(d)(b) The taking of any other action that results in the 1,869
direct or indirect control of an Ohio savings and loan 1,870
association or Ohio savings and loan holding company. 1,871
(2) "Ohio savings and loan association" means a domestic 1,873
building and loan association as defined in division (B) of 1,874
section 1151.01 of the Revised Code. 1,875
(3) "Savings and loan holding company" means any company 1,877
which THAT is a savings and loan holding company as defined in 12 1,879
C.F.R. section 583.11 583.20, as amended, promulgated by PURSUANT 1,881
TO SECTION 10 OF the federal home loan bank board pursuant to the 1,882
"Savings and HOME OWNERS' Loan Holding Company Act OF 1933," 73 1,884
48 Stat. 691 128, 12 U.S.C. 1730a U.S.C.A. 1467a, as amended, or 1,886
which THAT will become such an approved savings and loan holding 1,887
company prior to or upon completion of the acquisition to be made 1,888
pursuant to the authority granted by this section, AND INCLUDES A 1,890
BANK HOLDING COMPANY AS DEFINED IN 12 C.F.R. SECTION 225.2 1,893
PROMULGATED PURSUANT TO SECTION 2 OF THE "BANK HOLDING COMPANY 1,897
ACT OF 1956," 70 STAT. 133, 12 U.S.C.A. 1841, AS AMENDED. 1,900
(4) "Ohio savings and loan holding company" means a 1,902
savings and loan holding company which THAT owns or controls one 1,903
or more Ohio savings and loan associations and has its principal 1,905
place of business in this state. 1,906
(5) "Principal place of business" means, AS TO A SAVINGS 1,909
42
AND LOAN ASSOCIATION, THE STATE IN WHICH ITS MAIN OFFICE IS 1,910
LOCATED, AND as to a savings and loan holding company, the state 1,912
or jurisdiction in which the total deposits of all direct and 1,913
indirect savings and loan INSURED DEPOSITORY INSTITUTION 1,914
subsidiaries of the savings and loan holding company and any 1,915
other company that has control, within the meaning of 12 C.F.R. 1,916
section 583.26, as amended, promulgated by the federal home loan 1,917
bank board pursuant to the "Savings and Loan Holding Company 1,918
Act," 73 Stat. 691, 12 U.S.C. 1730a, as amended, of the savings 1,919
and loan holding company are the largest, as shown in the most 1,920
recent report of condition or similar report filed by such 1,921
savings and loan INSURED DEPOSITORY INSTITUTION subsidiaries with 1,922
state or federal authorities; and, as to a savings and loan 1,924
association, the state or jurisdiction in which its total 1,925
deposits or savings accounts and those of all its savings and 1,926
loan subsidiaries, if any, are the largest, as shown in the most 1,927
recent report of condition or similar report filed by the savings 1,928
and loan association and its savings and loan subsidiaries with 1,929
state or federal authorities.
(6) "State contiguous to this state" means the state of 1,931
Pennsylvania, West Virginia, Kentucky, Indiana, or Michigan 1,932
INSURED DEPOSITORY INSTITUTION" HAS THE SAME MEANING AS IN THE 1,934
"FEDERAL DEPOSIT INSURANCE ACT," 64 STAT. 873 (1950), 12 U.S.C. 1,939
1811, 1813, AS AMENDED. 1,940
Sec. 1155.09. At least once every eighteen TWENTY-FOUR 1,949
months the superintendent of building and loan associations 1,950
FINANCIAL INSTITUTIONS, or examiners appointed for that purpose, 1,951
shall make an examination into the affairs of each building 1,952
SAVINGS and loan association in this state. The EXAMINATION 1,954
SHALL INCLUDE A REVIEW OF BOTH OF THE FOLLOWING: 1,955
(A) COMPLIANCE WITH LAW; 1,957
(B) OTHER MATTERS THE SUPERINTENDENT DETERMINES. 1,959
THE expenses of all such examinations shall be paid by the 1,961
state. Nothing in this section shall prohibit the superintendent 1,962
43
from establishing different schedules of examination for 1,963
different associations.
Sec. 1155.091. (A) IN ADMINISTERING CHAPTERS 1151. TO 1,965
1157. OF THE REVISED CODE AND FULFILLING THE DUTIES IMPOSED BY 1,966
THOSE CHAPTERS, INCLUDING THE DUTY IMPOSED BY SECTION 1151.09 OF 1,967
THE REVISED CODE, THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS 1,968
MAY DO ANY OF THE FOLLOWING:
(1) PARTICIPATE WITH FINANCIAL INSTITUTION REGULATORY 1,970
AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND OTHER 1,971
COUNTRIES IN ANY OF THE FOLLOWING: 1,972
(a) PROGRAMS FOR ALTERNATE EXAMINATIONS OF THE RECORDS AND 1,974
AFFAIRS OF SAVINGS AND LOAN ASSOCIATIONS OVER WHICH THEY HAVE 1,975
CONCURRENT JURISDICTION; 1,976
(b) JOINT OR CONCURRENT EXAMINATIONS OF THE RECORDS AND 1,978
AFFAIRS OF SAVINGS AND LOAN ASSOCIATIONS OVER WHICH THEY HAVE 1,979
CONCURRENT JURISDICTION;
(c) COORDINATED EXAMINATIONS OF THE RECORDS AND AFFAIRS OF 1,981
SAVINGS AND LOAN ASSOCIATIONS OVER WHICH THEY HAVE COLLECTIVE 1,982
JURISDICTION.
(2) CONDUCT, PARTICIPATE IN, OR COORDINATE INDEPENDENT, 1,984
CONCURRENT, JOINT, OR COORDINATED EXAMINATIONS OF THE RECORDS AND 1,985
AFFAIRS OF SAVINGS AND LOAN ASSOCIATIONS AND OTHERWISE ACT ON 1,986
BEHALF OF FINANCIAL INSTITUTION REGULATORY AUTHORITIES OF OTHER 1,987
STATES, THE UNITED STATES, AND OTHER COUNTRIES HAVING 1,988
JURISDICTION OVER THE SAVINGS AND LOAN ASSOCIATIONS;
(3) RELY ON INFORMATION LEADING TO, ARISING FROM, OR 1,990
OBTAINED IN THE COURSE OF EXAMINATIONS CONDUCTED BY FINANCIAL 1,991
INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED 1,992
STATES, AND OTHER COUNTRIES WHEN BOTH OF THE FOLLOWING APPLY: 1,993
(a) PURSUANT TO AGREEMENT AND APPLICABLE LAW, THE 1,995
SUPERINTENDENT MAY RECEIVE AND USE THE INFORMATION LEADING TO, 1,996
ARISING FROM, OR OBTAINED IN THE COURSE OF THE OTHER REGULATORY 1,997
AUTHORITIES' EXAMINATIONS IN ADMINISTERING CHAPTERS 1151. TO 1,998
1157. OF THE REVISED CODE AND ACTING UNDER THE AUTHORITY OF THOSE 1,999
44
CHAPTERS;
(b) IN THE SUPERINTENDENT'S JUDGMENT THE OTHER REGULATORY 2,001
AUTHORITIES' PERSONNEL, PRACTICES, AND AUTHORITY WARRANT THE 2,002
SUPERINTENDENT'S RELIANCE. 2,003
(4) AUTHORIZE FINANCIAL INSTITUTION REGULATORY AUTHORITIES 2,005
OF OTHER STATES, THE UNITED STATES, AND OTHER COUNTRIES TO 2,006
RECEIVE AND USE INFORMATION LEADING TO, ARISING FROM, OR OBTAINED 2,007
IN THE COURSE OF EXAMINATIONS CONDUCTED BY THE DIVISION OF 2,008
FINANCIAL INSTITUTIONS IN THE SAME MANNER AND FOR THE PURPOSES 2,009
THEY COULD USE INFORMATION LEADING TO, ARISING FROM, OR OBTAINED 2,010
IN THE COURSE OF THEIR OWN EXAMINATIONS WHEN BOTH OF THE
FOLLOWING APPLY: 2,011
(a) PURSUANT TO APPLICABLE LAW, INFORMATION LEADING TO, 2,013
ARISING FROM, OR OBTAINED IN THE COURSE OF EXAMINATIONS THE OTHER 2,014
REGULATORY AUTHORITIES CONDUCT IS PROTECTED FROM GENERAL 2,015
DISCLOSURE AND MAY ONLY BE DISCLOSED FOR PURPOSES SIMILAR TO 2,016
THOSE PROVIDED IN SECTION 1155.16 OF THE REVISED CODE, WHICH ARE 2,017
PRINCIPALLY REGULATORY IN NATURE, FOR DISCLOSURE OF INFORMATION 2,018
LEADING TO, ARISING FROM, OR OBTAINED IN THE COURSE OF 2,019
EXAMINATIONS CONDUCTED BY THE DIVISION; 2,020
(b) PURSUANT TO AGREEMENT AND APPLICABLE LAW, INFORMATION 2,022
LEADING TO, ARISING FROM, OR OBTAINED IN THE COURSE OF 2,023
EXAMINATIONS CONDUCTED BY THE DIVISION WILL, IN THE OTHER 2,024
REGULATORY AUTHORITIES' POSSESSION OR THE POSSESSION OF ANY 2,025
PERSONS TO WHOM THE OTHER REGULATORY AUTHORITIES DISCLOSED THE 2,026
INFORMATION AS A PART OF EXAMINATIONS OF THOSE PERSONS, BE
PROTECTED FROM DISCLOSURE TO THE SAME EXTENT AS INFORMATION 2,027
LEADING TO, ARISING FROM, OR OBTAINED IN THE COURSE OF THOSE 2,028
REGULATORY AUTHORITIES' EXAMINATIONS.
(5) RELY ON THE ACTIONS OF FINANCIAL INSTITUTION 2,030
REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED STATES, OR 2,031
OTHER COUNTRIES, OR PARTICIPATE WITH THEM JOINTLY, IN RESPONDING 2,032
TO VIOLATIONS OF LAW, UNSAFE OR UNSOUND PRACTICES, BREACHES OF 2,033
FIDUCIARY DUTY, OR OTHER REGULATORY CONCERNS AFFECTING SAVINGS 2,034
45
AND LOAN ASSOCIATIONS OVER WHICH THEY HAVE CONCURRENT
JURISDICTION WHEN THE OTHER REGULATORY AUTHORITIES HAVE ADEQUATE 2,035
PERSONNEL, PRACTICES, AND AUTHORITY TO WARRANT THE RELIANCE; 2,036
(6) IMPLEMENT OTHER COOPERATIVE ARRANGEMENTS WITH 2,038
FINANCIAL INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES, THE 2,039
UNITED STATES, AND OTHER COUNTRIES CONSISTENT WITH SAFETY AND 2,040
SOUNDNESS.
(B) NO PERSON SHALL USE ANY RELIANCE BY THE 2,042
SUPERINTENDENT, IN WHOLE OR IN PART, ON FINANCIAL INSTITUTION 2,043
REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED STATES, OR 2,044
OTHER COUNTRIES IN ACCORDANCE WITH DIVISION (A) OF THIS SECTION 2,045
TO SUPPORT ANY ASSERTION OF EITHER OF THE FOLLOWING: 2,046
(1) FAILURE OF THE SUPERINTENDENT OR DIVISION TO PROPERLY 2,048
ADMINISTER CHAPTERS 1151. TO 1157. OF THE REVISED CODE OR FULFILL 2,049
THE DUTIES IMPOSED BY THOSE CHAPTERS; 2,050
(2) DISAGREEMENT BY THE SUPERINTENDENT OR DIVISION WITH 2,052
ANY ACTION TAKEN BY FINANCIAL INSTITUTION REGULATORY AUTHORITIES 2,053
OF OTHER STATES, THE UNITED STATES, OR OTHER COUNTRIES. 2,054
(C) IN CONDUCTING, PARTICIPATING IN, OR COORDINATING 2,056
INDEPENDENT, CONCURRENT, JOINT, OR COORDINATED EXAMINATIONS OF 2,057
THE RECORDS AND AFFAIRS OF SAVINGS AND LOAN ASSOCIATIONS, THE 2,058
SUPERINTENDENT MAY PURCHASE SERVICES FROM FINANCIAL INSTITUTION 2,059
REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND 2,060
OTHER COUNTRIES, INCLUDING SERVICES PROVIDED BY EMPLOYEES OF 2,061
OTHER FINANCIAL INSTITUTION REGULATORY AUTHORITIES. THE PURCHASE 2,062
OF SERVICES FROM ONE OR MORE FINANCIAL INSTITUTION REGULATORY
AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND OTHER 2,063
COUNTRIES IS THE PURCHASE OF SERVICES FROM A SOLE SOURCE PROVIDER 2,064
AND IS NOT THE EMPLOYMENT OF ANY FINANCIAL INSTITUTION REGULATORY 2,065
AUTHORITY OR ANY OF ITS EMPLOYEES. 2,066
THE AUTHORITY TO PURCHASE SERVICES PURSUANT TO THIS 2,068
DIVISION DOES NOT IMPAIR THE SUPERINTENDENT'S AUTHORITY TO 2,069
PURCHASE SERVICES FROM ANY OTHER SOURCE. 2,070
Sec. 1155.13. (A)(1) EACH SAVINGS AND LOAN ASSOCIATION 2,072
46
SUBJECT TO INSPECTION AND EXAMINATION BY THE SUPERINTENDENT OF 2,073
FINANCIAL INSTITUTIONS AND TRANSACTING BUSINESS IN THIS STATE AS 2,074
OF THE THIRTY-FIRST DAY OF DECEMBER OF THE PRIOR FISCAL YEAR, OR 2,075
THE SAVINGS AND LOAN ASSOCIATION'S SUCCESSOR IN INTEREST, SHALL 2,076
PAY ANNUAL ASSESSMENTS TO THE SUPERINTENDENT AS PROVIDED IN THIS 2,077
SECTION.
(2) AFTER DETERMINING THE BUDGET OF THE DIVISION OF 2,079
FINANCIAL INSTITUTIONS FOR EXAMINATION AND REGULATION OF SAVINGS 2,080
AND LOAN ASSOCIATIONS, BUT PRIOR TO ESTABLISHING THE ANNUAL 2,081
ASSESSMENT AMOUNT NECESSARY TO FUND THAT BUDGET, THE
SUPERINTENDENT SHALL INCLUDE ANY AMOUNTS COLLECTED BUT NOT YET 2,082
EXPENDED OR ENCUMBERED BY THE SUPERINTENDENT IN THE PREVIOUS 2,083
FISCAL YEAR'S BUDGET AND REMAINING IN THE BUILDING AND LOAN 2,084
ASSOCIATIONS FUND FROM THE AMOUNT TO BE ASSESSED. BASED UPON THE 2,085
RESULTING BUDGET AMOUNT, THE SUPERINTENDENT SHALL MAKE AN 2,086
ASSESSMENT UPON EACH SAVINGS AND LOAN ASSOCIATION BASED ON THE
TOTAL ASSETS AS SHOWN ON THE BOOKS OF THE SAVINGS AND LOAN 2,087
ASSOCIATION AS OF THE THIRTY-FIRST DAY OF DECEMBER OF THE 2,088
PREVIOUS FISCAL YEAR. THE ASSESSMENTS SHALL BE COLLECTED ON AN 2,089
ANNUAL OR PERIODIC BASIS WITHIN THE FISCAL YEAR, AS DETERMINED BY 2,090
THE SUPERINTENDENT.
(3) A SAVINGS AND LOAN ASSOCIATION AUTHORIZED BY THE 2,092
SUPERINTENDENT TO COMMENCE BUSINESS IN THE PERIOD BETWEEN 2,093
ASSESSMENTS SHALL PAY THE ACTUAL REASONABLE COSTS OF THE 2,094
DIVISION'S EXAMINATIONS AND VISITATIONS.
(B) ASSESSMENTS AND FEES CHARGED PURSUANT TO THIS SECTION 2,096
SHALL BE PAID WITHIN FOURTEEN DAYS AFTER RECEIVING AN INVOICE FOR 2,097
PAYMENT OF THE ASSESSMENT OR FEE. 2,098
ANY ASSESSMENT OR FEE COLLECTED IS NOT REFUNDABLE. 2,100
(C) THE SUPERINTENDENT SHALL PAY ALL ASSESSMENTS AND FEES 2,102
CHARGED PURSUANT TO THIS SECTION AND ALL FORFEITURES REQUIRED TO 2,103
BE PAID TO THE SUPERINTENDENT INTO THE STATE TREASURY TO THE 2,104
CREDIT OF THE BUILDING AND LOAN ASSOCIATIONS FUND. 2,105
(D) ANY MONEY DEPOSITED INTO THE STATE TREASURY TO THE 2,107
47
CREDIT OF THE BUILDING AND LOAN ASSOCIATIONS FUND, BUT NOT 2,108
EXPENDED OR ENCUMBERED BY THE SUPERINTENDENT TO DEFRAY THE COSTS 2,109
OF ADMINISTERING CHAPTERS 1151. TO 1157. OF THE REVISED CODE, 2,110
SHALL REMAIN IN THE BUILDING AND LOAN ASSOCIATIONS FUND FOR
EXPENDITURES BY THE SUPERINTENDENT IN SUBSEQUENT YEARS IN THE 2,111
ADMINISTRATION OF CHAPTERS 1151. TO 1157. OF THE REVISED CODE. 2,112
Sec. 1161.01. (A) In sections of the Revised Code making 2,121
reference to savings banks and to the division of savings banks 2,122
or the division of financial institutions: 2,123
(1) "Savings bank" means a corporation that has its home 2,125
office located in this state, that is organized for the purposes 2,126
of receiving deposits and raising money to be loaned to its 2,127
members or to others, and that maintains at least sixty per cent 2,128
of its total assets in the housing-related and other investments 2,129
set forth in section 7701(a)(19)(C) of the "Internal Revenue Code 2,130
of 1986," 100 Stat. 2085, 26 U.S.C.A. 1, as amended. "Savings 2,131
bank" does not include banks, savings and loan associations, or 2,132
credit unions. 2,133
(2) "Foreign savings bank" means a savings bank organized 2,135
under the laws of another state, the home office of which is 2,136
located outside this state. 2,137
(3) "Controlling person" means any person or entity which, 2,139
either directly or indirectly, or acting in concert with one or 2,140
more other persons or entities, owns, controls, or holds with 2,141
power to vote, or holds proxies representing, fifteen per cent or 2,142
more of the voting shares or rights of a savings bank or controls 2,143
in any manner the election or appointment of a majority of the 2,144
directors of a savings bank. However, a director of a savings 2,145
bank is not deemed to be a controlling person of the savings bank 2,146
based upon the director's voting, or acting in concert with other 2,148
directors in voting, proxies obtained in connection with an 2,149
annual A solicitation of proxies or obtained from savings account 2,150
holders and borrowers if such proxies are voted as directed by a 2,151
majority of the entire board of directors of the savings bank, or 2,152
48
of a committee of the directors if the committee's composition 2,153
and authority are controlled by a majority vote of the entire 2,154
board and if its authority is revocable by such a majority. 2,155
(4) "Division of savings banks" may be used 2,157
interchangeably with, and for all purposes has the same meaning 2,158
as, "division of financial institutions." 2,159
(5) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES 2,163
OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND 2,165
ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION 2,166
OF THE UNITED STATES. 2,168
(6) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT 2,170
WHICH A SAVINGS BANK RECEIVES MONEY OR ITS EQUIVALENT FROM THE 2,171
PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A SAVINGS 2,173
BANK. "BANKING OFFICE" DOES NOT INCLUDE ANY OF THE FOLLOWING: 2,174
(a) ANY LOCATION AT WHICH A SAVINGS BANK RECEIVES, BUT 2,177
DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, SUCH 2,178
AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT 2,179
DEPOSITORY;
(b) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A 2,182
BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF 2,183
THE BANKING OFFICE;
(c) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE 2,186
OWNED, LEASED, OR OPERATED BY A SAVINGS BANK;
(d) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF 2,189
A MILITARY INSTALLATION AT WHICH A SAVINGS BANK ONLY ACCEPTS 2,190
DEPOSITS AND CASHES CHECKS;
(e) ANY LOCATION AT WHICH A SAVINGS BANK TAKES AND 2,193
PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE 2,194
LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;
(f) ANY LOCATION AT WHICH A SAVINGS BANK IS ENGAGED SOLELY 2,197
IN PROVIDING ADMINISTRATIVE SERVICES FOR ITS OWN OPERATIONS OR 2,198
FOR OTHER FINANCIAL INSTITUTIONS.
(7) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE 2,201
SAVINGS BANK'S PRINCIPAL OFFICE CONSISTENT WITH ITS ARTICLES OF 2,202
49
INCORPORATION.
(8) "Superintendent" or "superintendent of savings banks" 2,204
means the superintendent of the division of financial 2,205
institutions of this state. Whenever the division or 2,206
superintendent of savings banks is referred to or designated in 2,207
any statute, rule, contract, or other document, the reference or
designation shall be deemed to refer to the division or 2,208
superintendent of financial institutions, as the case may be. 2,209
(9) "SAVINGS AND LOAN ASSOCIATION" MEANS A DOMESTIC 2,212
ASSOCIATION, A FOREIGN SAVINGS ASSOCIATION, OR A FOREIGN FEDERAL 2,213
ASSOCIATION, AS DEFINED IN SECTION 1151.01 OF THE REVISED CODE. 2,215
(10) "BANK" HAS THE SAME MEANING AS IN SECTION 1101.01 OF 2,217
THE REVISED CODE. 2,219
(B) For purposes of any chapter of the Revised Code, 2,221
except Chapters 1101., 1103., 1105., 1107., 1109., 1111., 1113., 2,222
1115., 1117., 1119., 1121., 1123., 1125., 1127., 1133., 1151., 2,224
1153., 1155., 1157., 1161., 1163., and 1165., AND 1181. of the 2,226
Revised Code, "building and loan association," "savings and loan 2,227
association," or "financial institution" includes a savings bank 2,228
as defined in section 1161.01 of the Revised Code, unless the 2,229
context clearly requires otherwise. 2,230
Sec. 1161.05. (A) No savings bank shall establish an MORE 2,239
THAN ONE BANKING office, maintain branches, or relocate any 2,241
branch, except with the prior written approval of the
superintendent of savings banks FINANCIAL INSTITUTIONS. 2,242
(B) A SAVINGS BANK MAY ESTABLISH A BRANCH AT ANY OF THE 2,245
FOLLOWING LOCATIONS:
(1) ANY LOCATION IN THIS STATE; 2,247
(2) ANY LOCATION IN ANOTHER STATE; 2,249
(3) ANY LOCATION OUTSIDE THE UNITED STATES. 2,253
(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH 2,256
AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN 2,259
AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR 2,260
THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES 2,261
50
FOR, EXAMINING THE BRANCH. 2,262
Sec. 1161.07. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 2,264
SECTION AND SECTION 1161.76 OF THE REVISED CODE, ONLY A SAVINGS 2,267
BANK MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS STATE. 2,268
(B)(1) A FOREIGN SAVINGS BANK MAY, UPON RECEIVING THE 2,271
APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, 2,272
ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY 2,273
AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT 2,274
LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, 2,275
FOREIGN SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, WHICH 2,277
BRANCH IS LOCATED IN THIS STATE. THE SUPERINTENDENT SHALL NOT 2,278
GRANT APPROVAL UNLESS BOTH OF THE FOLLOWING CONDITIONS ARE MET: 2,279
(a) THE FOREIGN SAVINGS BANK PROVIDES EVIDENCE TO THE 2,282
SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL 2,283
DEPOSIT INSURANCE CORPORATION.
(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S 2,286
DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN 2,287
SAVINGS BANK HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT AT THE 2,288
TIME THE FOREIGN SAVINGS BANK IS SEEKING APPROVAL UNDER THIS 2,289
SECTION, PERMIT A SAVINGS BANK ORGANIZED UNDER THIS CHAPTER TO 2,290
ESTABLISH A NEW BRANCH OR ASSUME ALL OR SUBSTANTIALLY ALL OF THE 2,291
DEPOSIT LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS 2,292
BANK, FOREIGN SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, AS
THE CASE MAY BE, IN THAT OTHER STATE ON TERMS THAT ARE, ON THE 2,294
WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE THAN THOSE ESTABLISHED 2,295
UNDER THIS SECTION. 2,296
(2) IF A FOREIGN SAVINGS BANK THAT MAINTAINS A BRANCH IN 2,299
THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE
CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS 2,300
TERMINATED. 2,301
(3) A FOREIGN SAVINGS BANK THAT SEEKS TO ESTABLISH 2,303
ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IS 2,304
SUBJECT TO DIVISIONS (B)(1) AND (2) OF THIS SECTION AND SECTION 2,306
1161.05 OF THE REVISED CODE, UNLESS OTHERWISE PROVIDED BY FEDERAL 2,307
51
LAW.
Sec. 1161.76. (A) For purposes of this section: 2,316
(1) "Holding company affiliate" means a holding company of 2,318
which a savings bank is a subsidiary and any other subsidiary of 2,319
the holding company other than a subsidiary of the savings bank. 2,320
(2) "Merger" includes consolidation and the purchase of 2,322
substantially all the assets and assumption of liabilities of 2,323
another institution. "Merger" includes the use of an interim 2,324
savings bank. 2,325
(B) A savings bank may ACQUIRE OR merge with another 2,327
savings bank, A FOREIGN SAVINGS BANK, A DOMESTIC ASSOCIATION, A 2,329
FOREIGN SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A 2,330
STATE BANK, A NATIONAL BANK, or a holding company affiliate BANK 2,333
ORGANIZED UNDER THE LAWS OF ANOTHER STATE, upon application to 2,334
and written approval of the superintendent of savings banks 2,335
FINANCIAL INSTITUTIONS. The superintendent of savings banks 2,337
shall approve a merger of a savings bank and a holding company 2,338
affiliate only if the superintendent of savings banks is of the 2,339
opinion that the rights of all interested parties are protected. 2,340
(C) The limitations and conditions of Chapter 1701. of the 2,342
Revised Code do not apply to a merger of a savings bank the 2,343
outstanding capital of which consists entirely of withdrawable 2,344
shares or that is organized under section 1161.11 of the Revised 2,345
Code, provided the plan of merger is approved by a two-thirds 2,346
vote of the savings bank's board of directors as evidenced by a 2,347
merger agreement. 2,348
(D) The superintendent shall adopt rules in accordance 2,350
with Chapter 119. of the Revised Code setting forth criteria that 2,351
shall be met for the merger of a savings bank and a holding 2,352
company affiliate that is not a savings bank, a bank, or a 2,353
savings and loan association. 2,354
(E) A savings bank may merge with a bank or a savings and 2,356
loan association. 2,357
(1) If the savings bank is the acquiror or surviving 2,359
52
institution, or the articles of incorporation of the new 2,360
institution provide that the new institution is a savings bank, 2,361
an application to and written approval of the superintendent of 2,362
savings banks is required. 2,363
(2) If the savings bank is not the acquiror or the 2,365
surviving institution, or the articles of incorporation of the 2,366
new institution provide that the new institution is a bank or 2,367
savings and loan association, notice only shall be provided the 2,368
superintendent of savings banks, and the merger is subject to 2,369
section 1115.11 or 1151.60 of the Revised Code. 2,370
(3) For purposes of this section, if the surviving 2,372
institution or new institution is a savings bank ORGANIZED UNDER 2,373
THIS CHAPTER, section 1701.82 of the Revised Code governs the 2,375
merger or consolidation, except that after the merger or 2,376
consolidation becomes effective, the surviving or new institution 2,377
shall possess, of a public or private nature, the rights, 2,378
privileges, immunities, powers, franchises, and authority of a 2,379
savings bank ORGANIZED UNDER THIS CHAPTER. 2,380
(F) A SAVINGS BANK MAY MERGE WITH A HOLDING COMPANY 2,383
AFFILIATE UPON APPLICATION TO AND WRITTEN APPROVAL OF THE 2,384
SUPERINTENDENT. THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER 2,385
ONLY IF THE SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF 2,386
ALL INTERESTED PARTIES ARE PROTECTED. 2,387
Sec. 1161.79. (A) As used in this section: 2,396
(1) "Acquire" or "acquisition" means any of the following 2,398
transactions or actions: 2,399
(a) A merger, consolidation, or combination of or with an 2,401
Ohio savings bank holding company; 2,402
(b) The acquisition of the direct or indirect ownership or 2,404
control of voting shares of an Ohio savings bank holding company 2,405
or a AN OHIO savings bank if, after the acquisition, the 2,407
acquiring savings bank or savings bank holding company will 2,408
directly or indirectly own or control more than five per cent of 2,409
any class of voting shares BE A CONTROLLING PERSON of the savings 2,410
53
bank or Ohio THE savings bank holding company unless the 2,412
superintendent of savings banks determines, in his discretion, 2,413
that the nature of the acquisition is such that it should not be 2,414
subject to the limitations of this section;
(c) The direct or indirect acquisition of all or 2,416
substantially all of the assets of a savings bank or Ohio savings 2,417
bank holding company; 2,418
(d)(b) The taking of any other action that results in the 2,420
direct or indirect control of a AN OHIO savings bank or Ohio 2,422
savings bank holding company. 2,423
(2) "Insured depository institution" has the same meaning 2,425
as in the "Federal Deposit Insurance Act," 64 Stat. 873 (1950), 2,426
12 U.S.C. 1811, 1813, as amended. 2,427
(3) "Ohio savings bank holding company" means a savings 2,429
bank holding company that owns or controls one or more savings 2,430
banks and has its principal place of business in this state. 2,431
(4) "Principal place of business" means, as to a SAVINGS 2,433
BANK, THE STATE IN WHICH ITS MAIN OFFICE IS LOCATED, AND AS TO A 2,434
SAVINGS bank holding company, the state or jurisdiction in which 2,435
the total deposits of all direct and indirect insured depository 2,436
institution subsidiaries of the bank holding company and any 2,437
other company that has control, within the meaning of section 2,438
2(a)(2) of the "Bank Holding Company Act of 1956," 70 Stat. 133, 2,439
12 U.S.C. 1841(a)(2), as amended, of the bank holding company are 2,440
the largest, as shown in the most recent report of condition or 2,441
similar report filed by the insured depository institution 2,442
subsidiaries with state or federal authorities. "Principal place 2,443
of business" means as to a savings bank, the state or 2,444
jurisdiction in which its total deposits or savings accounts and 2,445
those of all its savings bank subsidiaries, if any, are the 2,446
largest, as shown in the most recent report of condition or 2,447
similar report filed by the savings bank and its savings bank 2,448
subsidiaries with state or federal authorities. 2,449
(B) Notwithstanding any other provision of the Revised 2,451
54
Code, no savings bank incorporated under the laws of any other 2,452
state or having its MAIN OFFICE OR principal place of business in 2,453
any other state shall SOLICIT, receive, OR ACCEPT deposits or 2,456
transact any business of any kind in this state other than the 2,457
lending of money, EXCEPT AS PROVIDED IN SECTIONS 1161.07, 2,458
1161.071, AND 1161.76 OF THE REVISED CODE.
(C) A savings bank or savings bank holding company with 2,460
its MAIN OFFICE OR principal place of business in another state 2,461
may charter or otherwise acquire a savings bank or Ohio savings 2,463
bank holding company if the superintendent determines in his 2,464
discretion that the laws of the other state, as in effect at the 2,465
time the application referred to in division (D) of this section 2,466
is filed, permit a savings bank or Ohio savings bank holding 2,467
company to charter or otherwise acquire a savings bank or savings 2,468
bank holding company having its principal place of business in 2,469
the other state on terms that are, on the whole, substantially no 2,470
more restrictive than those established under this section. If 2,471
the law of the other state restricts entry by savings banks or 2,472
Ohio savings bank holding companies to that state by limiting the 2,473
right to only one or the other means of entry, either by de novo 2,474
charter or by acquisition, then the authority granted by this 2,475
section shall be similarly limited for savings banks or savings 2,476
bank holding companies with their principal places of business 2,477
located in that state. 2,478
(D)(1) Any savings bank or savings bank holding company 2,480
proposing to charter a savings bank pursuant to the authority 2,481
granted by this section shall make application pursuant to and be 2,482
bound by the requirements of this chapter and the rules adopted 2,483
thereunder to the extent they are not inconsistent with division 2,484
(C) of this section. 2,485
(2) Any savings bank or savings bank holding company 2,487
proposing to acquire a AN OHIO savings bank or Ohio savings bank 2,489
holding company pursuant to this section shall file concurrently 2,490
with the superintendent COMPLY WITH SECTION 1161.78 OF THE 2,493
55
REVISED CODE. THE APPLICATION FILED PURSUANT TO THAT SECTION 2,495
SHALL CONSIST OF a copy of the application filed with the 2,496
appropriate regulator under federal law, and shall provide the 2,497
superintendent with evidence that its accounts OR THE ACCOUNTS OF 2,498
ITS INSURED DEPOSITORY INSTITUTION SUBSIDIARIES are insured by 2,499
the federal deposit insurance corporation, together with. IF NO 2,500
APPLICATION IS REQUIRED TO BE FILED UNDER FEDERAL LAW, THE 2,502
APPLICATION SHALL CONTAIN such other information as the 2,504
superintendent may prescribe, by rule, as necessary or 2,505
appropriate for the purpose of making his A determination under 2,506
this section AND SECTION 1161.78 OF THE REVISED CODE. Withdrawal
from the federal deposit insurance corporation terminates the 2,508
authority of the foreign savings bank or savings bank holding 2,509
company to do business in Ohio and voids any certificate issued 2,510
under this section. Within fifteen business days after its 2,511
receipt, the superintendent shall accept an application for 2,512
processing, request additional information to complete the 2,513
application, or return the application if it is substantially 2,514
incomplete. The superintendent shall give notice to the 2,515
applicant of the date upon which he has determined that the 2,516
application and any other required information is complete. The 2,517
superintendent shall approve the acquisition within sixty days of 2,518
his determination that the application and any other required 2,519
information is complete, unless he finds that the applicable 2,520
criteria set forth in federal reserve regulation Y, 12 C.F.R. 2,521
Part 225, Subpart B, as amended, promulgated by the federal 2,522
reserve board pursuant to the "Bank Holding Company Act of 1956," 2,523
70 Stat. 133, 12 U.S.C. 1841, as amended, and the criteria set 2,524
forth in division (D)(2) of this section have not been met. In 2,525
reaching his determination, the superintendent also shall 2,526
consider the following factors in relation to the applicant, its 2,527
subsidiaries, and the savings bank or Ohio savings bank holding 2,528
company to be acquired: 2,529
(a) Their financial condition and future prospects, 2,531
56
including their current and projected capital positions and 2,532
levels of indebtedness; 2,533
(b) The competence and character of the principals and 2,535
management of the applicant and the savings banks or bank holding 2,536
companies concerned; their record of compliance with laws, rules, 2,537
and regulations; and the applicant's record of fulfilling any 2,538
commitments to, and any conditions imposed by, the superintendent 2,539
in connection with prior applications; 2,540
(c) The convenience and needs of the communities to be 2,542
served. 2,543
(3) The application and the acquisition to which it 2,545
relates shall be deemed approved if no action is taken by the 2,546
superintendent within sixty days of his determination that the 2,547
application and any other required information is complete. 2,548
(4) If the superintendent denies an application for such 2,550
acquisition, the order of denial must be accompanied by a 2,551
written, public opinion setting forth the reasons for denial. 2,552
(E) A nonrefundable fee of six thousand dollars shall 2,554
accompany each application and an application is not complete 2,555
without this fee. 2,556
(F) No application for approval of a charter or other 2,558
acquisition pursuant to the authority granted by this section 2,559
shall be approved by the superintendent if the superintendent 2,560
determines that the approval would cause the applicant savings 2,561
bank or savings bank holding company to control aggregate total 2,562
deposits in this state exceeding twenty per cent of the total 2,563
deposits held by all insured depository institutions located in 2,564
this state as reported in the most recently available reports of 2,565
condition or similar reports filed with state or federal 2,566
authorities. 2,567
(G) Unless the members or shareholders of the savings bank 2,569
or Ohio savings bank holding company to be acquired have approved 2,570
an amendment to its constitution, articles of incorporation, code 2,571
of regulations, or comparable document that provides that this 2,572
57
division shall not apply to that savings bank or Ohio savings 2,573
bank holding company, any acquisition to be made pursuant to the 2,574
authority granted by this section which will result in the 2,575
acquiring savings bank or savings bank holding company directly 2,576
or indirectly owning or controlling one-fifth or more of the 2,577
voting power of the savings bank or Ohio savings bank holding 2,578
company must be authorized by the affirmative vote of the holders 2,579
of not less than two-thirds of the voting power of the savings 2,580
bank or Ohio savings bank holding company to be acquired. 2,581
(H) The limitations set forth in this section do not apply 2,583
to the acquisition of a savings bank if, in his discretion, the 2,584
superintendent determines that an emergency exists with respect 2,585
to the savings bank to be acquired, and that the acquisition is 2,586
appropriate in order to prevent the probable failure of a savings 2,587
bank which is closed or is in danger of closing. 2,588
(I) Any NOTWITHSTANDING ANY OTHER PROVISION OF THE REVISED 2,590
CODE, THE ACQUISITION OF ANY OHIO savings bank or OHIO savings 2,591
bank holding company chartering or acquiring BY a savings bank or 2,593
savings bank holding company pursuant to the authority granted by 2,595
this section shall file with the superintendent copies of the 2,596
public portions of all regular and periodic reports the ITS MAIN 2,597
OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANOTHER STATE, WHICH 2,598
INCLUDES A DIRECT OR INDIRECT ACQUISITION OF A savings bank or 2,599
ELECTING TO BE TREATED AS A savings bank holding company is 2,601
required to file under section 13 or 15(d) of the "Securities 2,602
Exchange Act of 1934," 48 Stat. 894, 15 U.S.C. 78m or 78o(d), as 2,603
amended ASSOCIATION UNDER SECTION 10(l) OF THE "HOME OWNERS' LOAN 2,607
ACT OF 1933," 48 STAT. 128, 12 U.S.C.A. 1467a(l), AS AMENDED, 2,611
SHALL NOT BE SUBJECT TO THIS SECTION, BUT SHALL INSTEAD BE 2,612
SUBJECT TO SECTION 1151.71 OF THE REVISED CODE AS IF THE SAVINGS 2,614
BANKS AND SAVINGS BANK HOLDING COMPANIES INVOLVED WERE SAVINGS 2,615
AND LOAN ASSOCIATIONS AND SAVINGS AND LOAN HOLDING COMPANIES. 2,616
Sec. 1163.12. At least once every eighteen TWENTY-FOUR 2,625
months the superintendent of savings banks FINANCIAL 2,626
58
INSTITUTIONS, or examiners appointed for that purpose, shall make 2,627
an examination into the affairs of each savings bank in this 2,628
state. The EXAMINATION SHALL INCLUDE A REVIEW OF BOTH OF THE 2,629
FOLLOWING:
(A) COMPLIANCE WITH LAW; 2,631
(B) OTHER MATTERS THE SUPERINTENDENT DETERMINES. 2,633
THE expenses of these examinations shall be paid by the 2,635
state. Nothing in this section shall prohibit the superintendent 2,636
from establishing different schedules of examination for 2,637
different savings banks.
Sec. 1163.121. (A) IN ADMINISTERING CHAPTERS 1161. TO 2,639
1165. OF THE REVISED CODE AND FULFILLING THE DUTIES IMPOSED BY 2,640
THOSE CHAPTERS, INCLUDING THE DUTY IMPOSED BY SECTION 1163.12 OF 2,641
THE REVISED CODE, THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS 2,642
MAY DO ANY OF THE FOLLOWING:
(1) PARTICIPATE WITH FINANCIAL INSTITUTION REGULATORY 2,644
AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND OTHER 2,645
COUNTRIES IN ANY OF THE FOLLOWING: 2,646
(a) PROGRAMS FOR ALTERNATE EXAMINATIONS OF THE RECORDS AND 2,648
AFFAIRS OF SAVINGS BANKS OVER WHICH THEY HAVE CONCURRENT 2,649
JURISDICTION;
(b) JOINT OR CONCURRENT EXAMINATIONS OF THE RECORDS AND 2,651
AFFAIRS OF SAVINGS BANKS OVER WHICH THEY HAVE CONCURRENT 2,652
JURISDICTION;
(c) COORDINATED EXAMINATIONS OF THE RECORDS AND AFFAIRS OF 2,654
SAVINGS BANKS OVER WHICH THEY HAVE COLLECTIVE JURISDICTION. 2,655
(2) CONDUCT, PARTICIPATE IN, OR COORDINATE INDEPENDENT, 2,657
CONCURRENT, JOINT, OR COORDINATED EXAMINATIONS OF THE RECORDS AND 2,658
AFFAIRS OF SAVINGS BANKS AND OTHERWISE ACT ON BEHALF OF FINANCIAL 2,659
INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED 2,660
STATES, AND OTHER COUNTRIES HAVING JURISDICTION OVER THE SAVINGS 2,661
BANKS;
(3) RELY ON INFORMATION LEADING TO, ARISING FROM, OR 2,663
OBTAINED IN THE COURSE OF EXAMINATIONS CONDUCTED BY FINANCIAL 2,664
59
INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED 2,665
STATES, AND OTHER COUNTRIES WHEN BOTH OF THE FOLLOWING APPLY: 2,666
(a) PURSUANT TO AGREEMENT AND APPLICABLE LAW, THE 2,668
SUPERINTENDENT MAY RECEIVE AND USE THE INFORMATION LEADING TO, 2,669
ARISING FROM, OR OBTAINED IN THE COURSE OF THE OTHER REGULATORY 2,670
AUTHORITIES' EXAMINATIONS IN ADMINISTERING CHAPTERS 1161. TO 2,671
1165. OF THE REVISED CODE AND ACTING UNDER THE AUTHORITY OF THOSE
CHAPTERS; 2,672
(b) IN THE SUPERINTENDENT'S JUDGMENT THE OTHER REGULATORY 2,674
AUTHORITIES' PERSONNEL, PRACTICES, AND AUTHORITY WARRANT THE 2,675
SUPERINTENDENT'S RELIANCE. 2,676
(4) AUTHORIZE FINANCIAL INSTITUTION REGULATORY AUTHORITIES 2,678
OF OTHER STATES, THE UNITED STATES, AND OTHER COUNTRIES TO 2,679
RECEIVE AND USE INFORMATION LEADING TO, ARISING FROM, OR OBTAINED 2,680
IN THE COURSE OF EXAMINATIONS CONDUCTED BY THE DIVISION OF 2,681
FINANCIAL INSTITUTIONS IN THE SAME MANNER AND FOR THE PURPOSES 2,682
THEY COULD USE INFORMATION LEADING TO, ARISING FROM, OR OBTAINED 2,683
IN THE COURSE OF THEIR OWN EXAMINATIONS WHEN BOTH OF THE
FOLLOWING APPLY: 2,684
(a) PURSUANT TO APPLICABLE LAW, INFORMATION LEADING TO, 2,686
ARISING FROM, OR OBTAINED IN THE COURSE OF EXAMINATIONS THE OTHER 2,687
REGULATORY AUTHORITIES CONDUCT IS PROTECTED FROM GENERAL 2,688
DISCLOSURE AND MAY ONLY BE DISCLOSED FOR PURPOSES SIMILAR TO 2,689
THOSE PROVIDED IN SECTION 1163.20 OF THE REVISED CODE, WHICH ARE 2,690
PRINCIPALLY REGULATORY IN NATURE, FOR DISCLOSURE OF INFORMATION
LEADING TO, ARISING FROM, OR OBTAINED IN THE COURSE OF 2,691
EXAMINATIONS CONDUCTED BY THE DIVISION; 2,692
(b) PURSUANT TO AGREEMENT AND APPLICABLE LAW, INFORMATION 2,694
LEADING TO, ARISING FROM, OR OBTAINED IN THE COURSE OF 2,695
EXAMINATIONS CONDUCTED BY THE DIVISION WILL, IN THE OTHER 2,696
REGULATORY AUTHORITIES' POSSESSION OR THE POSSESSION OF ANY 2,697
PERSONS TO WHOM THE OTHER REGULATORY AUTHORITIES DISCLOSED THE 2,698
INFORMATION AS A PART OF EXAMINATIONS OF THOSE PERSONS, BE
PROTECTED FROM DISCLOSURE TO THE SAME EXTENT AS INFORMATION 2,699
60
LEADING TO, ARISING FROM, OR OBTAINED IN THE COURSE OF THOSE 2,700
REGULATORY AUTHORITIES' EXAMINATIONS.
(5) RELY ON THE ACTIONS OF FINANCIAL INSTITUTION 2,702
REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED STATES, OR 2,704
OTHER COUNTRIES, OR PARTICIPATE WITH THEM JOINTLY, IN RESPONDING
TO VIOLATIONS OF LAW, UNSAFE OR UNSOUND PRACTICES, BREACHES OF 2,705
FIDUCIARY DUTY, OR OTHER REGULATORY CONCERNS AFFECTING SAVINGS 2,706
BANKS OVER WHICH THEY HAVE CONCURRENT JURISDICTION WHEN THE OTHER 2,707
REGULATORY AUTHORITIES HAVE ADEQUATE PERSONNEL, PRACTICES, AND 2,708
AUTHORITY TO WARRANT THE RELIANCE;
(6) IMPLEMENT OTHER COOPERATIVE ARRANGEMENTS WITH 2,710
FINANCIAL INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES, THE 2,711
UNITED STATES, AND OTHER COUNTRIES CONSISTENT WITH SAFETY AND 2,712
SOUNDNESS.
(B) NO PERSON SHALL USE ANY RELIANCE BY THE 2,714
SUPERINTENDENT, IN WHOLE OR IN PART, ON FINANCIAL INSTITUTION 2,715
REGULATORY AUTHORITIES OF OTHER STATES, THE UNITED STATES, OR 2,716
OTHER COUNTRIES IN ACCORDANCE WITH DIVISION (A) OF THIS SECTION 2,717
TO SUPPORT ANY ASSERTION OF EITHER OF THE FOLLOWING: 2,718
(1) FAILURE OF THE SUPERINTENDENT OR DIVISION TO PROPERLY 2,720
ADMINISTER CHAPTERS 1161. TO 1165. OF THE REVISED CODE OR FULFILL 2,721
THE DUTIES IMPOSED BY THOSE CHAPTERS; 2,722
(2) DISAGREEMENT BY THE SUPERINTENDENT OR DIVISION WITH 2,724
ANY ACTION TAKEN BY FINANCIAL INSTITUTION REGULATORY AUTHORITIES 2,725
OF OTHER STATES, THE UNITED STATES, OR OTHER COUNTRIES. 2,726
(C) IN CONDUCTING, PARTICIPATING IN, OR COORDINATING 2,728
INDEPENDENT, CONCURRENT, JOINT, OR COORDINATED EXAMINATIONS OF 2,729
THE RECORDS AND AFFAIRS OF SAVINGS BANKS, THE SUPERINTENDENT MAY 2,730
PURCHASE SERVICES FROM FINANCIAL INSTITUTION REGULATORY 2,731
AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND OTHER 2,732
COUNTRIES, INCLUDING SERVICES PROVIDED BY EMPLOYEES OF OTHER 2,733
FINANCIAL INSTITUTION REGULATORY AUTHORITIES. THE PURCHASE OF
SERVICES FROM ONE OR MORE FINANCIAL INSTITUTION REGULATORY 2,734
AUTHORITIES OF OTHER STATES, THE UNITED STATES, AND OTHER 2,735
61
COUNTRIES IS THE PURCHASE OF SERVICES FROM A SOLE SOURCE PROVIDER 2,736
AND IS NOT THE EMPLOYMENT OF ANY FINANCIAL INSTITUTION REGULATORY 2,737
AUTHORITY OR ANY OF ITS EMPLOYEES.
THE AUTHORITY TO PURCHASE SERVICES PURSUANT TO THIS 2,739
DIVISION DOES NOT IMPAIR THE SUPERINTENDENT'S AUTHORITY TO 2,740
PURCHASE SERVICES FROM ANY OTHER SOURCE. 2,741
Sec. 1163.16. (A)(1) EACH SAVINGS BANK SUBJECT TO 2,744
INSPECTION AND EXAMINATION BY THE SUPERINTENDENT OF FINANCIAL
INSTITUTIONS AND TRANSACTING BUSINESS IN THIS STATE AS OF THE 2,745
THIRTY-FIRST DAY OF DECEMBER OF THE PRIOR FISCAL YEAR, OR THE 2,746
SAVINGS BANK'S SUCCESSOR IN INTEREST, SHALL PAY ANNUAL 2,747
ASSESSMENTS TO THE SUPERINTENDENT AS PROVIDED IN THIS SECTION. 2,748
(2) AFTER DETERMINING THE BUDGET OF THE DIVISION OF 2,750
FINANCIAL INSTITUTIONS FOR EXAMINATION AND REGULATION OF SAVINGS 2,751
BANKS, BUT PRIOR TO ESTABLISHING THE ANNUAL ASSESSMENT AMOUNT 2,752
NECESSARY TO FUND THAT BUDGET, THE SUPERINTENDENT SHALL INCLUDE 2,753
ANY AMOUNTS COLLECTED BUT NOT YET EXPENDED OR ENCUMBERED BY THE 2,754
SUPERINTENDENT IN THE PREVIOUS FISCAL YEAR'S BUDGET AND REMAINING 2,755
IN THE SAVINGS BANKS FUND FROM THE AMOUNT TO BE ASSESSED. BASED 2,756
UPON THE RESULTING BUDGET AMOUNT, THE SUPERINTENDENT SHALL MAKE 2,757
AN ASSESSMENT UPON EACH SAVINGS BANK BASED ON THE TOTAL ASSETS AS 2,758
SHOWN ON THE BOOKS OF THE SAVINGS BANK AS OF THE THIRTY-FIRST DAY 2,759
OF DECEMBER OF THE PREVIOUS FISCAL YEAR. THE ASSESSMENTS SHALL 2,760
BE COLLECTED ON AN ANNUAL OR PERIODIC BASIS WITHIN THE FISCAL 2,761
YEAR, AS DETERMINED BY THE SUPERINTENDENT.
(3) A SAVINGS BANK AUTHORIZED BY THE SUPERINTENDENT TO 2,763
COMMENCE BUSINESS IN THE PERIOD BETWEEN ASSESSMENTS SHALL PAY THE 2,764
ACTUAL REASONABLE COSTS OF THE DIVISION'S EXAMINATIONS AND 2,765
VISITATIONS.
(B) ASSESSMENTS AND FEES CHARGED PURSUANT TO THIS SECTION 2,767
SHALL BE PAID WITHIN FOURTEEN DAYS AFTER RECEIVING AN INVOICE FOR 2,768
PAYMENT OF THE ASSESSMENT OR FEE. 2,769
ANY ASSESSMENT OR FEE COLLECTED IS NOT REFUNDABLE. 2,771
(C) THE SUPERINTENDENT SHALL PAY ALL ASSESSMENTS AND FEES 2,773
62
CHARGED PURSUANT TO THIS SECTION AND ALL FORFEITURES REQUIRED TO 2,774
BE PAID TO THE SUPERINTENDENT INTO THE STATE TREASURY TO THE 2,775
CREDIT OF THE SAVINGS BANKS FUND. 2,776
(D) ANY MONEY DEPOSITED INTO THE STATE TREASURY TO THE 2,778
CREDIT OF THE SAVINGS BANKS FUND, BUT NOT EXPENDED OR ENCUMBERED 2,779
BY THE SUPERINTENDENT TO DEFRAY THE COSTS OF ADMINISTERING 2,780
CHAPTERS 1161. TO 1165. OF THE REVISED CODE, SHALL REMAIN IN THE 2,781
SAVINGS BANKS FUND FOR EXPENDITURES BY THE SUPERINTENDENT IN 2,782
SUBSEQUENT YEARS IN THE ADMINISTRATION OF CHAPTERS 1161. TO 1165. 2,783
OF THE REVISED CODE.
Sec. 1703.01. As used in sections 1703.01 to 1703.31, 2,792
inclusive, of the Revised Code: 2,794
(A) "Domestic corporation" means a corporation 2,796
incorporated under the laws of this state; OR A BANK, SAVINGS 2,798
BANK, OR SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF 2,799
THE UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN THIS 2,802
STATE.
(B) "Foreign corporation" means a corporation incorporated 2,804
under the laws of another state; OR A BANK, SAVINGS BANK, OR 2,806
SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE 2,808
UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER 2,810
STATE.
(C) "State" means the United States,; any state, 2,812
territory, insular possession, or other political subdivision of 2,814
the United States, including the District of Columbia; any 2,815
foreign country whose political sovereignty is recognized by the 2,816
United States; and any political subdivision of such foreign
country;. 2,817
(D) "Articles" means the articles, certificates, or 2,819
memorandum of incorporation or association, filed pursuant to the 2,820
laws of any state for the purpose and with the effect of creating 2,821
a corporation, and any amendments to such articles, certificates, 2,822
or memorandum of incorporation or association; and a INCLUDES ANY 2,823
special statute creating a corporation is "articles" within the 2,824
63
meaning of this definition;. 2,825
(E) "Process" means judicial process and all notices and 2,827
demands required or permitted by statute to be served upon a 2,828
corporation.
Sec. 1703.02. Sections 1703.01 to 1703.31 of the Revised 2,837
Code do not apply to corporations engaged in this state solely in 2,838
interstate commerce, including the installation, demonstration, 2,839
or repair of machinery or equipment sold by them in interstate 2,840
commerce, by engineers, or by employees especially experienced as 2,841
to such machinery or equipment, as part thereof; to banks, trust 2,842
companies, savings and loan associations, credit unions, title
guarantee and trust companies, bond investment companies, and 2,844
insurance companies; or to public utility companies engaged in 2,845
this state in interstate commerce.
Sec. 1703.031. (A) IF THE LAWS OF THE UNITED STATES 2,849
PROHIBIT, PREEMPT, OR OTHERWISE ELIMINATE THE LICENSING 2,850
REQUIREMENT OF SECTIONS 1703.01 TO 1703.31 OF THE REVISED CODE 2,853
WITH RESPECT TO A CORPORATION THAT IS A BANK, SAVINGS BANK, OR 2,854
SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE 2,856
UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER 2,858
STATE, THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION 2,859
SHALL NOTIFY THE SECRETARY OF STATE THAT IT IS TRANSACTING 2,860
BUSINESS IN THIS STATE BY SUBMITTING A NOTICE IN SUCH FORM AS THE 2,861
SECRETARY OF STATE PRESCRIBES. THE NOTICE SHALL BE VERIFIED BY 2,862
THE OATH OF THE PRESIDENT, VICE-PRESIDENT, SECRETARY, OR 2,863
TREASURER OF THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN 2,864
ASSOCIATION, AND SHALL SET FORTH ALL OF THE FOLLOWING: 2,865
(1) THE NAME OF THE CORPORATION AND ANY TRADE NAME UNDER 2,867
WHICH IT WILL DO BUSINESS IN THIS STATE; 2,868
(2) THE LOCATION AND COMPLETE ADDRESS, INCLUDING THE 2,870
COUNTY, OF ITS MAIN OFFICE IN ANOTHER STATE AND ITS PRINCIPAL 2,871
OFFICE, IF ANY, IN THIS STATE; 2,872
(3) THE APPOINTMENT OF A DESIGNATED AGENT AND THE COMPLETE 2,875
ADDRESS OF SUCH AGENT IN THIS STATE, WHICH AGENT MAY BE A NATURAL 2,877
64
PERSON WHO IS A RESIDENT OF THIS STATE, OR MAY BE A DOMESTIC
CORPORATION FOR PROFIT OR A FOREIGN CORPORATION FOR PROFIT 2,878
HOLDING A LICENSE AS SUCH UNDER THE LAWS OF THIS STATE, PROVIDED 2,880
THAT THE DOMESTIC OR FOREIGN CORPORATION HAS A BUSINESS ADDRESS 2,881
IN THIS STATE AND IS AUTHORIZED BY ITS ARTICLES OF INCORPORATION 2,882
TO ACT AS SUCH AGENT;
(4) THE IRREVOCABLE CONSENT OF THE CORPORATION TO SERVICE 2,884
OF PROCESS ON SUCH AGENT SO LONG AS THE AUTHORITY OF THE AGENT 2,885
CONTINUES AND TO SERVICE OF PROCESS UPON THE SECRETARY OF STATE 2,886
IN THE EVENTS PROVIDED FOR IN SECTION 1703.19 OF THE REVISED 2,889
CODE;
(5) A BRIEF SUMMARY OF THE BUSINESS TO BE TRANSACTED 2,891
WITHIN THIS STATE. 2,892
(B) THE NOTICE REQUIRED BY THIS SECTION SHALL BE 2,895
ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING OR SUBSISTENCE, 2,896
DATED NOT EARLIER THAN SIXTY DAYS PRIOR TO THE SUBMISSION OF THE 2,897
NOTICE, UNDER THE SEAL OF THE PROPER OFFICIAL OF THE AGENCY OF 2,898
THE UNITED STATES THAT INCORPORATED THE BANK, SAVINGS BANK, OR 2,901
SAVINGS AND LOAN ASSOCIATION, SETTING FORTH THE EXACT CORPORATE 2,902
TITLE, THE DATE OF INCORPORATION, AND THE FACT THAT THE BANK, 2,903
SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS IN GOOD STANDING 2,904
OR IS A SUBSISTING BANK, SAVINGS BANK, OR SAVINGS AND LOAN 2,905
ASSOCIATION.
(C) UPON SUBMISSION OF THE NOTICE, A BANK, SAVINGS BANK, 2,908
OR SAVINGS AND LOAN ASSOCIATION SHALL PAY A FILING FEE OF ONE 2,909
HUNDRED DOLLARS TO THE SECRETARY OF STATE. 2,910
(D)(1) NO SUCH NOTICE SHALL BE ACCEPTED FOR FILING IF IT 2,913
APPEARS THAT THE NAME OF THE BANK, SAVINGS BANK, OR SAVINGS AND 2,914
LOAN ASSOCIATION IS ANY OF THE FOLLOWING:
(a) PROHIBITED BY LAW; 2,917
(b) NOT DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF 2,919
THE SECRETARY OF STATE FROM THE NAME OF A LIMITED LIABILITY 2,921
COMPANY, WHETHER DOMESTIC OR FOREIGN, OR ANY OTHER CORPORATION, 2,922
WHETHER NONPROFIT OR FOR PROFIT AND WHETHER THAT OF A DOMESTIC 2,923
65
CORPORATION OR OF A FOREIGN CORPORATION AUTHORIZED TO TRANSACT 2,924
BUSINESS IN THIS STATE, UNLESS THERE IS ALSO FILED WITH THE 2,926
SECRETARY OF STATE THE CONSENT OF THE OTHER LIMITED LIABILITY
COMPANY OR CORPORATION TO THE USE OF THE NAME, EVIDENCED IN A 2,927
WRITING SIGNED BY ANY AUTHORIZED REPRESENTATIVE OR AUTHORIZED 2,929
OFFICER OF THE OTHER LIMITED LIABILITY COMPANY OR CORPORATION; 2,930
(c) NOT DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF 2,934
THE SECRETARY OF STATE FROM A TRADE NAME, THE EXCLUSIVE RIGHT TO 2,936
WHICH IS AT THE TIME IN QUESTION REGISTERED IN THE MANNER 2,937
PROVIDED IN CHAPTER 1329. OF THE REVISED CODE, UNLESS THERE ALSO 2,940
IS FILED WITH THE SECRETARY OF STATE THE CONSENT OF THE OTHER 2,941
CORPORATION OR PERSON TO THE USE OF THE NAME, EVIDENCED IN A 2,942
WRITING SIGNED BY ANY AUTHORIZED OFFICER OF THE OTHER CORPORATION 2,944
OR AUTHORIZED PARTY OF THE OTHER PERSON OWNING THE EXCLUSIVE 2,945
RIGHT TO THE REGISTERED TRADE NAME.
(2) NOTWITHSTANDING DIVISION (D)(1)(b) OF THIS SECTION, IF 2,948
A NOTICE IS NOT ACCEPTABLE FOR FILING SOLELY BECAUSE THE NAME OF 2,950
THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS NOT 2,951
DISTINGUISHABLE FROM THE NAME OF ANOTHER CORPORATION OR 2,952
REGISTERED TRADE NAME, THE BANK, SAVINGS BANK, OR SAVINGS AND 2,953
LOAN ASSOCIATION MAY BE AUTHORIZED TO TRANSACT BUSINESS IN THIS 2,954
STATE BY FILING WITH THE SECRETARY OF STATE, IN ADDITION TO THOSE 2,955
ITEMS OTHERWISE PRESCRIBED BY THIS SECTION, A STATEMENT SIGNED BY 2,956
AN AUTHORIZED OFFICER DIRECTING THE BANK, SAVINGS BANK, OR 2,957
SAVINGS AND LOAN ASSOCIATION TO TRANSACT BUSINESS IN THIS STATE 2,958
UNDER AN ASSUMED BUSINESS NAME OR NAMES THAT COMPLY WITH THE 2,959
REQUIREMENTS OF DIVISION (D) OF THIS SECTION AND STATING THAT THE 2,961
BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION WILL TRANSACT 2,962
BUSINESS IN THIS STATE ONLY UNDER THE ASSUMED NAME OR NAMES. 2,963
(E) THE SECRETARY OF STATE SHALL PROVIDE EVIDENCE OF 2,966
RECEIPT OF NOTICE TO EACH BANK, SAVINGS BANK, OR SAVINGS AND LOAN 2,967
ASSOCIATION THAT SUBMITS A NOTICE REQUIRED BY THIS SECTION. 2,968
Sec. 1703.08. From the annual report and from such other 2,977
facts as the secretary of state ascertains from any further 2,978
66
investigation which he THAT THE SECRETARY OF STATE may make, he 2,980
THE SECRETARY OF STATE shall determine the number of issued 2,981
shares of the corporation represented by property owned or used 2,982
and business transacted in this state, at the beginning of its 2,983
current annual accounting period, which number shall be the total 2,984
number of its issued shares, disregarding any fraction of a
share, multiplied by a fraction of which the denominator is the 2,985
sum of divisions (A) and (B) of this section, and the numerator 2,986
is the sum of divisions (C) and (D) of this section, as follows: 2,987
(A) The value of the property owned and used by the 2,989
corporation, as shown on its books, both within and without the 2,990
state, exclusive of good will carried as an asset on the books of 2,991
the corporation;
(B) The total amount of business done by the corporation 2,993
during its preceding annual accounting period, both within and 2,994
without the state;
(C) The value of the property owned and used by the 2,996
corporation within this state; 2,997
(D) The amount of business done by the corporation within 2,999
this state during its preceding annual accounting period. 3,000
FOR PURPOSES OF THIS SECTION, "ISSUED SHARES" AND "TOTAL 3,003
NUMBER OF ITS ISSUED SHARES," WHEN APPLIED TO A FOREIGN
CORPORATION THAT IS A BANK, SAVINGS BANK, OR SAVINGS AND LOAN 3,004
ASSOCIATION THAT DOES NOT HAVE PERMANENT NONWITHDRAWABLE CAPITAL 3,005
STOCK, MEAN SUCH NUMBER AS IS DETERMINED BY A FRACTION, THE 3,006
NUMERATOR OF WHICH IS THE NET CAPITAL OF THE CORPORATION AND THE 3,007
DENOMINATOR OF WHICH IS THE DOLLAR AMOUNT REQUIRED FOR VOTING ONE 3,009
VOTE AT AN ANNUAL OR SPECIAL MEETING OF THE CORPORATION, AS
ESTABLISHED BY THE ARTICLES OF INCORPORATION OR CHARTER OF THE 3,010
CORPORATION. 3,011
Section 2. That existing sections 1101.01, 1101.03, 3,013
1101.15, 1101.16, 1111.01, 1115.01, 1115.05, 1115.11, 1115.14, 3,015
1117.01, 1121.06, 1121.11, 1151.01, 1151.05, 1151.60, 1151.71, 3,016
1155.09, 1161.01, 1161.05, 1161.76, 1161.79, 1163.12, 1703.01, 3,017
67
1703.02, and 1703.08 and sections 1151.052, 1155.13, 1161.07, and 3,018
1163.16 of the Revised Code are hereby repealed. 3,020
Section 3. This act is hereby declared to be an emergency 3,022
measure necessary for the immediate preservation of the public 3,023
peace, health, and safety. The reason for such necessity is that 3,024
this act must become law prior to June 1, 1997, to ensure a fair 3,025
banking environment for Ohio-chartered banks by enabling them to 3,027
engage in interstate branching on a competitive basis with
national banks under the federal "Riegle-Neal Interstate Banking 3,028
and Branching Efficiency Act of 1994." Therefore, this act shall 3,029
go into immediate effect.