As Passed by the Senate

128th General Assembly Regular Session 2009-2010

Sub. H. B. No. 292

Representatives Letson, Oelslager 

Cosponsors: Representatives Yuko, Phillips, Ujvagi, Harwood, Domenick, Stebelton, Chandler, Luckie, Foley, Batchelder, Blessing, Boose, Boyd, Brown, Bubp, Carney, Combs, DeBose, Evans, Garland, Garrison, Hackett, Harris, Huffman, Maag, Mallory, Mecklenborg, Murray, Pillich, Sayre, Snitchler, Stewart, Wagner, Winburn 

Senators Kearney, Buehrer, Carey, Faber, Fedor, Gibbs, Gillmor, Harris, Hughes, Niehaus, Patton, Schaffer, Schiavoni, Seitz, Turner, Wagoner, Wilson, Miller, R. 

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A BILL

To amend sections 119.01, 1125.19, 1125.28, 1157.01,

1

1165.01, 5307.11, 5307.12, 5307.13, 5307.14, and

2

5307.16; to amend, for the purpose of adopting new

3

section numbers as indicated in parentheses,

4

sections 1157.01 (1157.09) and 1165.01 (1165.09);

5

to enact new sections 1157.01, 1157.03 to 1157.06,

6

1157.10 to 1157.14, 1157.17 to 1157.29, 1165.01,

7

1165.03 to 1165.06, 1165.10 to 1165.14, and

8

1165.17 to 1165.29 and sections 1157.30, 1157.33,

9

1165.30, 1165.33, and 5301.057; and to repeal

10

sections 1157.02 to 1157.29 and 1165.02 to 1165.29

11

of the Revised Code relative to liquidations and

12

conservatorships of banks, savings and loan

13

associations, and savings banks, to prohibit

14

transfer fee covenants in certain real estate

15

transactions, and to enable a court of common

16

pleas to order a licensed auctioneer to conduct a

17

sale of real property pursuant to a writ of

18

partition.

19

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1.  That sections 119.01, 1125.19, 1125.28, 1157.01,	20
1165.01, 5307.11, 5307.12, 5307.13, 5307.14, and 5307.16 be	21
amended; sections 1157.01 (1157.09) and 1165.01 (1165.09) be	22
amended for the purpose of adopting new sections numbers as	23
indicated in parentheses; and new sections 1157.01, 1157.03,	24
1157.04, 1157.05, 1157.06, 1157.10, 1157.11, 1157.12, 1157.13,	25
1157.14, 1157.17, 1157.18, 1157.19, 1157.20, 1157.21, 1157.22,	26
1157.23, 1157.24, 1157.25, 1157.26, 1157.27, 1157.28, 1157.29,	27
1165.01, 1165.03, 1165.04, 1165.05, 1165.06, 1165.10, 1165.11,	28
1165.12, 1165.13, 1165.14, 1165.17, 1165.18, 1165.19, 1165.20,	29
1165.21, 1165.22, 1165.23, 1165.24, 1165.25, 1165.26, 1165.27,	30
1165.28, and 1165.29 and sections 1157.30, 1157.33, 1165.30,	31
1165.33, and 5301.057 of the Revised Code be enacted to read as	32
follows:	33

Sec. 119.01.  As used in sections 119.01 to 119.13 of the	34
Revised Code:	35

(A)(1) "Agency" means, except as limited by this division,	36
any official, board, or commission having authority to promulgate	37
rules or make adjudications in the civil service commission, the	38
division of liquor control, the department of taxation, the	39
industrial commission, the bureau of workers' compensation, the	40
functions of any administrative or executive officer, department,	41
division, bureau, board, or commission of the government of the	42
state specifically made subject to sections 119.01 to 119.13 of	43
the Revised Code, and the licensing functions of any	44
administrative or executive officer, department, division, bureau,	45
board, or commission of the government of the state having the	46
authority or responsibility of issuing, suspending, revoking, or	47
canceling licenses.	48

Except as otherwise provided in division (I) of this section,	49
sections 119.01 to 119.13 of the Revised Code do not apply to the	50
public utilities commission. Sections 119.01 to 119.13 of the	51
Revised Code do not apply to the utility radiological safety	52
board; to the controlling board; to actions of the superintendent	53
of financial institutions and the superintendent of insurance in	54
the taking possession of, and rehabilitation or liquidation of,	55
the business and property of banks, savings and loan associations,	56
savings banks, credit unions, insurance companies, associations,	57
reciprocal fraternal benefit societies, and bond investment	58
companies; to any action taken by the division of securities under	59
section 1707.201 of the Revised Code; or to any action that may be	60
taken by the superintendent of financial institutions under	61
section 1113.03, 1121.06, 1121.10, 1125.09, 1125.12, 1125.18,	62
1157.01, 1157.02, 1157.10, 1165.01, 1165.02, 1165.101157.09,	63
1157.12, 1157.18, 1165.09, 1165.12, 1165.18, 1349.33, 1733.35,	64
1733.361, 1733.37, or 1761.03 of the Revised Code.	65

Sections 119.01 to 119.13 of the Revised Code do not apply to	66
actions of the industrial commission or the bureau of workers'	67
compensation under sections 4123.01 to 4123.94 of the Revised Code	68
with respect to all matters of adjudication, or to the actions of	69
the industrial commission, bureau of workers' compensation board	70
of directors, and bureau of workers' compensation under division	71
(D) of section 4121.32, sections 4123.29, 4123.34, 4123.341,	72
4123.342, 4123.40, 4123.411, 4123.44, 4123.442, 4127.07, divisions	73
(B), (C), and (E) of section 4131.04, and divisions (B), (C), and	74
(E) of section 4131.14 of the Revised Code with respect to all	75
matters concerning the establishment of premium, contribution, and	76
assessment rates.	77

(2) "Agency" also means any official or work unit having	78
authority to promulgate rules or make adjudications in the	79
department of job and family services, but only with respect to	80
both of the following:	81

(a) The adoption, amendment, or rescission of rules that	82
section 5101.09 of the Revised Code requires be adopted in	83
accordance with this chapter;	84

(b) The issuance, suspension, revocation, or cancellation of	85
licenses.	86

(B) "License" means any license, permit, certificate,	87
commission, or charter issued by any agency. "License" does not	88
include any arrangement whereby a person, institution, or entity	89
furnishes medicaid services under a provider agreement with the	90
department of job and family services pursuant to Title XIX of the	91
"Social Security Act," 49 Stat. 620 (1935), 42 U.S.C. 301, as	92
amended.	93

(C) "Rule" means any rule, regulation, or standard, having a	94
general and uniform operation, adopted, promulgated, and enforced	95
by any agency under the authority of the laws governing such	96
agency, and includes any appendix to a rule. "Rule" does not	97
include any internal management rule of an agency unless the	98
internal management rule affects private rights and does not	99
include any guideline adopted pursuant to section 3301.0714 of the	100
Revised Code.	101

(D) "Adjudication" means the determination by the highest or	102
ultimate authority of an agency of the rights, duties, privileges,	103
benefits, or legal relationships of a specified person, but does	104
not include the issuance of a license in response to an	105
application with respect to which no question is raised, nor other	106
acts of a ministerial nature.	107

(E) "Hearing" means a public hearing by any agency in	108
compliance with procedural safeguards afforded by sections 119.01	109
to 119.13 of the Revised Code.	110

(F) "Person" means a person, firm, corporation, association,	111
or partnership.	112

(G) "Party" means the person whose interests are the subject	113
of an adjudication by an agency.	114

(H) "Appeal" means the procedure by which a person, aggrieved	115
by a finding, decision, order, or adjudication of any agency,	116
invokes the jurisdiction of a court.	117

(I) "Rule-making agency" means any board, commission,	118
department, division, or bureau of the government of the state	119
that is required to file proposed rules, amendments, or	120
rescissions under division (D) of section 111.15 of the Revised	121
Code and any agency that is required to file proposed rules,	122
amendments, or rescissions under divisions (B) and (H) of section	123
119.03 of the Revised Code. "Rule-making agency" includes the	124
public utilities commission. "Rule-making agency" does not include	125
any state-supported college or university.	126

(J) "Substantive revision" means any addition to, elimination	127
from, or other change in a rule, an amendment of a rule, or a	128
rescission of a rule, whether of a substantive or procedural	129
nature, that changes any of the following:	130

(1) That which the rule, amendment, or rescission permits,	131
authorizes, regulates, requires, prohibits, penalizes, rewards, or	132
otherwise affects;	133

(2) The scope or application of the rule, amendment, or	134
rescission.	135

(K) "Internal management rule" means any rule, regulation, or	136
standard governing the day-to-day staff procedures and operations	137
within an agency.	138

Sec. 1125.19.  (A) Upon issuing a written finding that any	139
one or more of the conditions set forth in section 1125.18 of the	140
Revised Code for taking possession of a bank exists and taking	141
possession of the bank, the superintendent of financial	142
institutions shall file a certified copy of the finding and the	143
notice of possession with the court.	144

(B) Upon the appointment of a receiver, the superintendent	145
shall file a certified copy of the certificate of appointment in	146
the office of the secretary of state and with the court.	147

(C) After the superintendent files the finding of the	148
superintendent or the certificate of appointment of the receiver,	149
whichever occurs first, no person shall obtain a lien or charge	150
upon any assets of the bank for any payment, advance, clearance,	151
or liability thereafter incurred, nor shall the directors,	152
officers, or agents of the bank have authority to act on behalf of	153
the bank or to convey, transfer, assign, pledge, mortgage, or	154
encumber any assets of the bank.	155

(D) Upon taking possession of the bank, the superintendent	156
shall post or cause to be posted an appropriate notice of closing	157
at the main entrance of each of the bank's banking officeoffices.	158

(E) Neither filing nor posting of notice in accordance with	159
this section shall be a condition to either the superintendent's	160
taking possession of the property and business of a bank or	161
appointing a receiver for a bank.	162

Sec. 1125.28.  (A) The filing with the court of the finding	163
of the superintendent of financial institutions or the certificate	164
of appointment of the receiver, whichever occurs first, operates	165
as an automatic stay from the date of the filing, subject to the	166
court granting a motion for relief from the stay, applicable to	167
all entities, of both of the following:	168

(1) The commencement or continuation, including the issuance	169
or employment of process, of a judicial, administrative, or other	170
action or proceeding against the bank that was or could have been	171
commenced before the filing;	172

(2) The enforcement against the bank of a judgment or other	173
claim obtained before the filing, including claims of security,	174
preference, priority, and offset.	175

(B) Upon the filing with the court of the finding of the	176
superintendent or the certificate of appointment of the receiver,	177
whichever occurs first, any other pending judicial,	178
administrative, or other action or proceeding against the bank	179
shall, upon motion of the receiver, be consolidated into one	180
action or transferred as a separate matter before the presiding	181
judge of the court having jurisdiction of the receivership,	182
subject, however, to the automatic stay provided in division (A)	183
of this section. Subject to the receiver's option to have an	184
action later consolidated or transferred, any action commenced	185
after the superintendent's filing shall be filed as a separate	186
matter before the presiding judge in the court having jurisdiction	187
over the receivership.	188

(C) The superintendent, prior to the appointment of a	189
receiver, or the receiver, after its appointment, shall be the	190
only party named in an action involving a bank subject to this	191
chapter.	192

(D) Any action seeking to enjoin the superintendent's order	193
appointing a receiver of a bank shall be brought prior to the date	194
the receiver sells all or substantially all of the assets of the	195
bank, prior to the date the receiver transfers all or	196
substantially all of the insured deposits to an assuming	197
institution, or within ten days after the issuance of the order,	198
whichever is earlierearliest.	199

Sec. 1157.01.  (A) As used in this chapter, "court" means the	200
court of common pleas of the county in which the principal place	201
of business of a savings and loan association, as set forth in its	202
articles of incorporation, is located or of any other county	203
determined by the superintendent of financial institutions to be	204
appropriate under the circumstances.	205

(B) The court shall have exclusive original jurisdiction of	206
any action or proceeding relating to or arising out of the taking	207
of possession of the property and business of a savings and loan	208
association under this chapter, whether before or after the	209
savings and loan association is wound up and dissolved, as well as	210
any action or other proceeding brought under this chapter.	211

(C) Whenever the approval of the court is required for any	212
act under this chapter, that approval may be given with or without	213
a hearing held upon whatever notice, if any, the court may direct,	214
unless otherwise provided in this chapter. At a hearing, the	215
court, by order, may approve the actions petitioned.	216

Sec. 1157.03.  (A) A savings and loan association may proceed	217
with a voluntary liquidation and be closed only with both the	218
consent of the superintendent of financial institutions and the	219
prior approval of the shareholders of the savings and loan	220
association by a vote as provided for in its articles of	221
incorporation, if not less than a majority.	222

(B) Prior to instituting a voluntary liquidation, a savings	223
and loan association shall submit to the superintendent an	224
application for approval of its plan of voluntary liquidation and	225
evidence satisfactory to the superintendent that the plan has been	226
properly adopted by the savings and loan association and approved	227
by its shareholders.	228

(C) A savings and loan association's plan of voluntary	229
liquidation shall include provisions for all of the following:	230

(1) The settlement of all debts and liabilities, including	231
the claims of account holders, owed by the savings and loan	232
association;	233

(2) The distribution of the savings and loan association's	234
assets that remain after the settlement of debts and liabilities	235
to all persons entitled to them;	236

(3) The disposition or maintenance of any remaining or	237
unclaimed funds, real or personal property, either tangible or	238
intangible, or other assets, whether in trust or otherwise,	239
including the contents of safe deposit boxes or vaults;	240

(4) The retention of the savings and loan association's	241
records in accordance with section 1155.07 of the Revised Code;	242

(5) The date upon which the savings and loan association	243
shall cease doing any banking business and surrender its license	244
to the superintendent.	245

(D) Upon receipt of a plan of voluntary liquidation, the	246
superintendent shall make an examination of the savings and loan	247
association and shall consent to or deny an application for	248
approval of a plan based upon the superintendent's evaluation of	249
whether or not the interests of the savings and loan association's	250
depositors and creditors will suffer by the liquidation.	251

(E) The superintendent's consent to an application for	252
approval of a plan of voluntary liquidation may be subject to any	253
condition the superintendent determines appropriate under the	254
circumstances.	255

Sec. 1157.04.  (A) If the superintendent of financial	256
institutions consents to a voluntary liquidation, the	257
superintendent shall cause a certified copy of the consent to be	258
filed in the office of the secretary of state, and the savings and	259
loan association to be liquidated shall do both of the following:	260

(1) Publish a notice of the voluntary liquidation once a week	261
for four consecutive weeks in a newspaper of general circulation	262
in the county in which the savings and loan association's	263
principal place of business is located;	264

(2) Give written notice of the voluntary liquidation, either	265
personally or by mail, to all known creditors of and all known	266
claimants against the savings and loan association.	267

(B) Compliance with the notice and publication requirements	268
of division (A) of this section satisfies any duplicate or similar	269
notice and publication requirements of Chapter 1701. of the	270
Revised Code.	271

Sec. 1157.05.  (A) A voluntary liquidation of a savings and	272
loan association shall be conducted only with the continued	273
supervision of the superintendent of financial institutions. The	274
superintendent may conduct any additional examinations of the	275
savings and loan association the superintendent considers	276
necessary or appropriate.	277

(B) If the superintendent has reason to conclude the	278
liquidation of a savings and loan association is not being safely	279
or expeditiously conducted, the superintendent may take possession	280
of the business and property of the savings and loan association	281
in the same manner, with the same effect, and subject to the same	282
rights accorded the savings and loan association as if the	283
superintendent had taken possession under the receivership	284
provisions of this chapter. The superintendent may proceed to	285
liquidate the affairs of the savings and loan association in the	286
same manner as otherwise provided in this chapter.	287

Sec. 1157.06.  Upon completion of a voluntary liquidation,	288
the liquidated savings and loan association shall submit to the	289
superintendent of financial institutions all documents required	290
under Chapter 1701. of the Revised Code for a dissolution. The	291
superintendent shall consent to the dissolution, and shall cause a	292
certified copy of the consent to be filed, along with the savings	293
and loan association's dissolution documents, in the office of the	294
secretary of state.	295

Sec. 1157.01.        Sec. 1157.09. (A) The superintendent of savings and	296
loan associationsfinancial institutions may appoint a conservator	297
for anyto take possession of the property and business of a	298
savings and loan association whenever he deems it necessary in	299
orderand to conserveretain possession until the assets of such	300
savings and loan association for depositors, members, and	301
creditors. Theresumes business or a receiver is appointed, as	302
provided for in this chapter, if the superintendent shall appoint	303
a conservator for any association whosefinds any one or more of	304
the following conditions:	305

(A) The savings and loan association is in an unsafe or	306
unsound condition to continue the business of banking.	307

(B) The savings and loan association is insolvent, in that it	308
has ceased to pay its debts in the ordinary course of business, it	309
is incapable of paying its debts as they mature, or it has	310
liabilities in excess of its assets.	311

(C) The savings and loan association has committed a	312
violation of law that has caused or that threatens substantial	313
injury to any of the public, the banking industry, or the savings	314
and loan association's depositors or other creditors.	315

(D) The savings and loan association has refused to submit	316
its records of account, papers, or affairs to the inspection or	317
examination of any federal agency or the superintendent.	318

(E) The savings and loan association has failed to pay its	319
deposits or obligations in accordance with the terms under which	320
the deposits were taken or the obligations were incurred.	321

(F) A majority of the board of directors of the savings and	322
loan association or a majority of its shareholders has requested	323
the superintendent to appoint a conservator to take possession of	324
the savings and loan association.	325

(G) Either all positions on the board of directors of the	326
savings and loan association are vacant or all of the directors	327
then in office are incapacitated or otherwise unable to perform	328
their responsibilities.	329

(H) The savings and loan association has violated any court	330
order, statute, rule, or regulation, or its articles of	331
incorporation, and the superintendent determines the continued	332
control of its own affairs threatens injury to any of the public,	333
the banking industry, or the savings and loan association's	334
depositors or other creditors.	335

(I) The savings and loan association's status as an insured	336
institution has been terminated by the federal savings and loan	337
deposit insurance corporation. The superintendent may fix the	338
compensation to be paid such conservator, the bond or other	339
security to be required of him, and may remove such conservator at	340
any time. Upon or after the appointment of a conservator for any	341
savings and loan association, the superintendent may order the	342
closing of the books of such savings and loan association against	343
further transfer of its stock. He may thereafter permit such books	344
to be reopened.	345

(B) The conservator:

346

(1) Shall take possession of the business and property of	347
such savings and loan association;	348

(2) Shall have and exercise, in the name and on behalf of the	349
association, all the rights, powers, and authority of the officers	350
and directors of the association and all voting rights of its	351
members or shareholders and may continue its business in whole or	352
in part with a view to conserving its business and assets pending	353
further disposition thereof as provided by law under the	354
supervision of the superintendent and upon such limitations as are	355
imposed by him;	356

(3) May give notice that he has taken possession of the	357
assets of the association to all persons holding or having	358
possession of any assets of such association;	359

(4) May do all things he considers desirable or expedient to	360
carry on the association's business consistent with his	361
appointment, but he shall not declare, credit or distribute	362
earnings on savings accounts or deposits without the approval of	363
the superintendent;	364

(5) May bring or defend suits or proceedings in the name of	365
the association under the direction and supervision of the	366
superintendent;	367

(6) May do such things and have such rights, powers,	368
privileges, immunities, and duties as the superintendent	369
authorizes, directs, confers, or imposes.	370

This section does not vest title to any assets of the	371
association in the conservator. No person, firm, corporation, or	372
association, knowing that a conservator has taken possession of	373
the business and property of an association or having been so	374
notified, shall have a lien or charge against any of the assets of	375
such association for any payment, advance, clearance, or liability	376
thereafter made or incurred. The obligations of such association	377
shall continue to bear interest at the rate contracted.	378

Any officer, director, member, or shareholder may, from time	379
to time, communicate with the superintendent regarding the	380
conservatorship. The conservator shall furnish bond in form and	381
amount as the superintendent may direct.	382

(C) The attorney general, as legal advisor to the division,	383
may employ special counsel to aid him with respect to any	384
litigation in which the conservator is involved on behalf of the	385
association. The compensation of such special counsel shall be	386
fixed by the attorney general subject to the approval of the	387
court.	388

(D) Within thirty days after appointment of a conservator,	389
the association may bring an action in the court of common pleas	390
of Franklin county, for an order that the superintendent remove	391
the conservator. Immediately upon filing such action, summons	392
shall be issued to the sheriff of Franklin county to be served on	393
the superintendent, returnable within five days from its date,	394
which in all other respects such summons shall be made as in civil	395
actions, whereupon the allegations of the petition shall be deemed	396
to stand denied without pleading and the cause shall be advanced	397
and heard without delay.	398

(E) The superintendent may terminate the conservatorship and	399
permit the association to resume the transaction of its business,	400
subject to such terms and restrictions as he prescribes, when the	401
superintendent determines that the termination of such	402
conservatorship may be safely done and would be in the public	403
interest. In no case shall the superintendent terminate the	404
conservatorship and permit the association to resume the	405
transaction of its business, unless the federal savings and loan	406
insurance corporation assures the superintendent that the	407
association, upon resuming the transaction of its business, will	408
have the status of an insured institution. The superintendent may	409
terminate the conservatorship and take possession on any of the	410
grounds provided in section 1157.02 of the Revised Code.	411

(F) The conservator may submit a plan for the termination of	412
the conservatorship to the members or shareholders of the	413
association; if the holders of a majority of the shares or a	414
majority of members vote to accept the plan, they shall elect	415
directors to manage the affairs of the association.	416

When a plan for termination of such conservatorship has been	417
submitted to the members or shareholders of the association, the	418
superintendent may require that the plan be submitted to the	419
court. He may require that not less than two weeks' notice of the	420
time and place of hearing on such application be given by	421
publication or otherwise, as the court directs, to depositors,	422
creditors, members, and shareholders of the association.	423

(G) The expenses of the conservatorship and the compensation	424
of the conservator and the special counsel, if any, as provided in	425
this section, shall be paid out of the assets of the association	426
and shall be a lien thereon prior to any other lien.	427

Sec. 1157.10.  (A) If it appears to the superintendent of	428
financial institutions that any one or more of the conditions set	429
forth in section 1157.09 of the Revised Code exists as to any	430
savings and loan association, the superintendent may appoint a	431
conservator, which appointment may include the superintendent, and	432
thereafter may dismiss or replace the conservator as the	433
superintendent determines necessary or advisable. The	434
superintendent may fix the compensation to be paid the conservator	435
and the amount of the bond or other security, if any, to be	436
required.	437

(B) The superintendent may, from time to time, appoint one or	438
more special deputy superintendents as agent or agents to assist	439
in the duties of conservatorship.	440

(C) The superintendent, any special deputy superintendents,	441
or a conservator may employ and procure whatever assistance or	442
advice is necessary in the conservatorship of the savings and loan	443
association, and, for that purpose, may retain officers or	444
employees of the savings and loan association as needed.	445

(D) The superintendent may terminate the conservatorship at	446
any time, and may appoint a receiver for liquidation of the	447
savings and loan association on any of the grounds provided in	448
this chapter for appointment of a receiver.	449

(E) All expenses of a conservatorship shall be paid out of	450
the assets of the savings and loan association, and shall be a	451
lien on the savings and loan association's assets, which lien	452
shall be prior to any other lien.	453

Sec. 1157.11.  (A) Upon the appointment of a conservator, the	454
superintendent of financial institutions shall file a certified	455
copy of the certificate of appointment in the office of the	456
secretary of state, and thereafter no person shall obtain a lien	457
or charge upon any assets of the savings and loan association for	458
any payment, advance, clearance, or liability thereafter made or	459
incurred, nor shall the directors, officers, or agents of the	460
savings and loan association thereafter have authority to act on	461
behalf of the savings and loan association or to convey, transfer,	462
assign, pledge, mortgage, or encumber any of the savings and loan	463
association's assets.	464

(B) The filing of the certificate of appointment in	465
accordance with this section shall not be a condition to either	466
the superintendent's taking possession of the property and	467
business of a savings and loan association or appointing a	468
conservator for a savings and loan association.	469

Sec. 1157.12.  (A) A conservator, under the supervision of	470
the superintendent of financial institutions and subject to any	471
limitations imposed by the superintendent, shall have all of the	472
following powers:	473

(1) To take possession of all books, records of account, and	474
assets of the savings and loan association;	475

(2) To have and exercise, in the name and on behalf of the	476
savings and loan association, all the rights, powers, and	477
authority of the officers and directors of the savings and loan	478
association and all voting rights of its shareholders;	479

(3) To collect all debts, claims, and judgments belonging to	480
the savings and loan association and to take any other action,	481
including the lending of money, necessary to the operation of the	482
savings and loan association during the conservatorship;	483

(4) To execute in the name of the savings and loan	484
association any instrument necessary or proper to effectuate the	485
conservator's powers or perform its duties as conservator;	486

(5) To initiate, pursue, compromise, and defend litigation	487
involving any right, claim, interest, or liability of the savings	488
and loan association;	489

(6) To exercise all fiduciary functions of the savings and	490
loan association as of the date of appointment as conservator;	491

(7) To borrow money as necessary in the operation of the	492
savings and loan association, and to secure those borrowings by	493
the pledge or mortgage of the assets of the savings and loan	494
association;	495

(8) To abandon or convey title to any holder of a deed of	496
trust, mortgage, or similar lien against property in which the	497
savings and loan association has an interest, whenever the	498
conservator determines that continuing to claim that interest is	499
burdensome and of no advantage to the savings and loan association	500
or its account holders, creditors, or shareholders;	501

(9) If done within the ordinary course of business or	502
financial affairs of the savings and loan association and	503
according to ordinary business terms, to sell any and all assets,	504
to compromise any debt, claim, obligation, or judgment due to the	505
savings and loan association, to discontinue any pending action or	506
other proceeding, and to implement a restructuring of the savings	507
and loan association in accordance with this chapter.	508

(B) Title to any assets of the savings and loan association	509
does not vest in the conservator.	510

Sec. 1157.13.  During the period of the conservatorship, all	511
of the following apply:	512

(A) The conservator may permit the savings and loan	513
association to continue to conduct its usual business, including	514
the acceptance of deposits.	515

(B) The obligations of the savings and loan association shall	516
continue to bear interest at the rate contracted.	517

(C) The conservator shall make whatever reports to the	518
superintendent of financial institutions the superintendent may	519
from time to time require.	520

Sec. 1157.14.  (A) The conservator shall evaluate the	521
business and assets of the savings and loan association and, after	522
conducting whatever investigations the circumstances may require,	523
shall recommend to the superintendent of financial institutions	524
that either the conservatorship of the savings and loan	525
association be terminated or the superintendent appoint a receiver	526
and the savings and loan association be liquidated as otherwise	527
provided in this chapter. The conservator shall consult with the	528
board of directors of the savings and loan association before	529
making the recommendation.	530

(B) The conservator of the savings and loan association may	531
submit a plan to the superintendent for approval to restructure	532
the savings and loan association in a manner designed to return	533
the savings and loan association to the control of its	534
shareholders. As part of the plan, the conservator may take any	535
steps the superintendent approves regarding the management,	536
operations, or assets of the savings and loan association,	537
including the sale of some or all of the savings and loan	538
association's assets. The conservator shall consult with the board	539
of directors of the savings and loan association regarding any	540
proposed sale of all or substantially all of the savings and loan	541
association's assets.	542

(C) The superintendent may require the conservator to submit	543
the plan to the shareholders of the savings and loan association	544
as provided in division (D) of this section or to submit a new or	545
revised plan for consideration by the superintendent.	546

(D) If the conservator's plan is submitted to the	547
shareholders pursuant to division (C) of this section, the	548
superintendent shall designate the contents of notice of the vote	549
that is to be forwarded from the conservator to the shareholders	550
and shall designate the date upon which notice is to be forwarded.	551
The date of the shareholder vote shall be determined by the	552
superintendent, but shall not occur earlier than seven days or	553
later than forty-five days after the date of the notice.	554

If the majority of the shareholders do not approve the plan,	555
the superintendent may request submission of a new plan or proceed	556
to appoint a receiver without regard to the grounds for	557
appointment of a receiver as otherwise provided in this chapter.	558
If the majority of the shareholders approve the plan, the	559
superintendent may terminate the conservatorship, and the	560
shareholders shall elect directors to manage the savings and loan	561
association.	562

(E) The superintendent, at any time, including after the date	563
notice of a vote is provided to shareholders of the savings and	564
loan association under division (D) of this section, may revoke a	565
previously approved plan of the conservator and either provide	566
for, or request submission of, a new plan or proceed with	567
receivership under this chapter.	568

Sec. 1157.17.  This chapter provides the full and exclusive	569
powers and procedures for the liquidation of savings and loan	570
associations under the laws of this state, and no receiver or	571
other liquidating agent shall be appointed for that purpose except	572
as expressly provided in this chapter.	573

Sec. 1157.18.  The superintendent of financial institutions	574
may take possession of the property and business of a savings and	575
loan association if the superintendent finds any one or more of	576
the following conditions:	577

(A) The savings and loan association is in an unsafe or	578
unsound condition to continue the business of banking.	579

(B) The savings and loan association is insolvent, in that it	580
has ceased to pay its debts in the ordinary course of business, it	581
is incapable of paying its debts as they mature, or it has	582
liabilities in excess of its assets.	583

(C) The savings and loan association has refused to submit	584
its records or affairs to the inspection or examination of any	585
federal bank regulatory agency or the superintendent.	586

(D) The savings and loan association has failed to pay its	587
deposits or obligations in accordance with the terms under which	588
the deposits were taken or the obligations were incurred.	589

(E) A majority of the board of directors of the savings and	590
loan association has requested the superintendent to appoint a	591
receiver to take possession of the savings and loan association	592
for the benefit of account holders, creditors, or shareholders.	593

(F) The savings and loan association has violated any order	594
of a court or of the superintendent, any statute, rule, or	595
regulation, or its articles of incorporation, and the	596
superintendent determines the continued control of its own affairs	597
threatens injury to any of the public, the banking industry, or	598
the savings and loan association's depositors or other creditors.	599

(G) The savings and loan association's status as an insured	600
institution has been terminated by the federal deposit insurance	601
corporation.	602

(H) The savings and loan association has an impairment of	603
paid-in capital.	604

Sec. 1157.19.  (A) Upon issuing a written finding that any	605
one or more of the conditions set forth in section 1157.18 of the	606
Revised Code for taking possession of a savings and loan	607
association exists and taking possession of the savings and loan	608
association, the superintendent of financial institutions shall	609
file a certified copy of the finding and the notice of possession	610
with the court.	611

(B) Upon the appointment of a receiver, the superintendent	612
shall file a certified copy of the certificate of appointment in	613
the office of the secretary of state and with the court.	614

(C) After the superintendent files the finding of the	615
superintendent or the certificate of appointment of the receiver,	616
whichever occurs first, no person shall obtain a lien or charge	617
upon any assets of the savings and loan association for any	618
payment, advance, clearance, or liability thereafter incurred, nor	619
shall the directors, officers, or agents of the savings and loan	620
association have authority to act on behalf of the savings and	621
loan association or to convey, transfer, assign, pledge, mortgage,	622
or encumber any assets of the savings and loan association.	623

(D) Upon taking possession of the savings and loan	624
association, the superintendent shall post or cause to be posted	625
an appropriate notice of closing at the main entrance of each of	626
the savings and loan association's banking offices.	627

(E) Neither filing nor posting of notice in accordance with	628
this section shall be a condition to either the superintendent's	629
taking possession of the property and business of a savings and	630
loan association or appointing a receiver for a savings and loan	631
association.	632

Sec. 1157.20.  (A) If it appears to the superintendent of	633
financial institutions that any one or more of the conditions set	634
forth in section 1157.18 of the Revised Code exists as to any	635
savings and loan association, the superintendent shall tender	636
appointment as receiver to the federal deposit insurance	637
corporation if any deposits in the savings and loan association	638
are insured by the federal deposit insurance corporation, and may	639
tender appointment as receiver to the federal deposit insurance	640
corporation in any other case. Upon acceptance of the appointment	641
as receiver, the federal deposit insurance corporation shall not	642
be required to post a bond. In addition to the powers of a	643
receiver set forth in this chapter, the federal deposit insurance	644
corporation, as receiver, may exercise any other liquidation or	645
receivership powers authorized by state or federal law for a	646
receiver of a savings and loan association.	647

(B) If the federal deposit insurance corporation declines to	648
accept the tendered appointment or if the superintendent is not	649
required to tender appointment as receiver to the federal deposit	650
insurance corporation, the superintendent may appoint, and	651
thereafter dismiss or replace, any other receiver, including the	652
superintendent, the superintendent determines to be necessary or	653
advisable. The superintendent may fix the compensation to be paid	654
the receiver and the amount of the bond or other security, if any,	655
to be required.	656

(C) The superintendent may, from time to time, appoint one or	657
more special deputy superintendents as agent or agents to assist	658
in the duties of receivership or of liquidation and distribution.	659
No agent so appointed shall be subject to section 1181.05 of the	660
Revised Code.	661

(D) The superintendent, any special deputy superintendents,	662
or a receiver may employ and procure whatever assistance or advice	663
is necessary in the receivership or liquidation and distribution	664
of the assets of the savings and loan association, and, for that	665
purpose, may retain officers or employees of the savings and loan	666
association as needed.	667

(E) All expenses of a receivership and liquidation shall be	668
paid out of the assets of the savings and loan association, and	669
shall be a lien on the savings and loan association's assets,	670
which lien shall be prior to any other lien.	671

Sec. 1157.21. Upon the superintendent of financial	672
institutions' appointment of a receiver, title to all of the	673
savings and loan association's assets shall vest in the receiver	674
without the execution of any instrument of conveyance, assignment,	675
transfer, or endorsement.	676

Sec. 1157.22.  (A) A receiver shall have all of the following	677
powers:	678

(1) To take possession of all books, records of account, and	679
assets of the savings and loan association;	680

(2) To collect all debts, claims, and judgments belonging to	681
the savings and loan association and to take any other action,	682
including the lending of money, necessary to preserve and	683
liquidate the assets of the savings and loan association;	684

(3) To execute in the name of the savings and loan	685
association any instrument necessary or proper to effectuate the	686
receiver's powers or perform its duties as receiver;	687

(4) To initiate, pursue, compromise, and defend litigation	688
involving any right, claim, interest, or liability of the savings	689
and loan association;	690

(5) To exercise all fiduciary functions of the savings and	691
loan association as of the date of appointment as receiver;	692

(6) To borrow money as necessary in the liquidation of the	693
savings and loan association, and to secure those borrowings by	694
the pledge or mortgage of assets of the savings and loan	695
association;	696

(7) To abandon or convey title to any holder of a deed of	697
trust, mortgage, or similar lien against property in which the	698
savings and loan association has an interest, whenever the	699
receiver determines that continuing to claim that interest is	700
burdensome and of no advantage to the savings and loan association	701
or its account holders, creditors, or shareholders;	702

(8) To sell any and all assets, to compromise any debt,	703
claim, obligation, or judgment due to the savings and loan	704
association, to discontinue any pending action or other	705
proceeding, and to sell or otherwise transfer all or a substantial	706
portion of the assets or liabilities of the savings and loan	707
association;	708

(9) To establish ancillary receiverships in any jurisdiction	709
the receiver determines necessary;	710

(10) To distribute assets in accordance with this chapter;

711

(11) To take any other action incident to the powers set	712
forth in division (A) of this section.	713

(B) Unless specifically indicated to the contrary, the powers	714
conferred upon a receiver under this section may be exercised	715
without court approval. However, nothing in this section shall be	716
construed to prevent a receiver from obtaining court approval when	717
the receiver determines approval is appropriate under the	718
circumstances.	719

Sec. 1157.23.  (A) The receiver shall promptly cause notice	720
of the claims procedure to be published once a month for two	721
consecutive months in a local newspaper of general circulation and	722
to be mailed to each person whose name appears as a creditor upon	723
the books of the savings and loan association, at the last address	724
of record.	725

(B)(1) All parties having claims of any kind against the	726
savings and loan association, including prior judgments and claims	727
of security, preference, priority, and offset, shall present their	728
claims substantiated by legal proof to the receiver within one	729
hundred eighty days after the date of the first publication of	730
notice of the claims procedure or after actual receipt of notice	731
of the claims procedure, whichever occurs first.	732

(2) Within one hundred eighty days after receipt of a claim,	733
the receiver shall notify the claimant in writing whether the	734
claim has been allowed or disallowed. The receiver may reject any	735
claim in whole or in part, or may reject any claim of security,	736
preference, priority, or offset against the savings and loan	737
association. Any claimant whose claim has been rejected by the	738
receiver shall petition the court for a hearing on the claim	739
within sixty days after the date the notice was mailed or be	740
forever barred from asserting the rejected claim.	741

(C) Any claims filed after the claim period and subsequently	742
accepted by the receiver or allowed by the court, shall be	743
entitled to share in the distribution of assets only to the extent	744
of the undistributed assets in the hands of the receiver on the	745
date the claims are accepted or allowed.	746

Sec. 1157.24.  (A) All claims against the savings and loan	747
association's estate and expenses, proved to the receiver's	748
satisfaction or approved by the court, shall be paid in the	749
following order:	750

(1) Expenses of liquidation and receivership, including money	751
borrowed under authority of division (A)(6) of section 1157.22 or	752
division (A)(7) of section 1157.12 of the Revised Code and	753
interest on it, and claims for fees and assessments due the	754
superintendent of financial institutions;	755

(2) Claims given priorities under other provisions of state	756
or federal law;	757

(3) Wages and salaries of officers and employees earned	758
during the one-month period preceding the date of the savings and	759
loan association's closing in an amount, before applicable taxes	760
and other withholdings, that does not exceed one thousand dollars	761
for any one person;	762

(4) Deposit obligations;

763

(5) Other general liabilities;

764

(6) Obligations subordinated to deposits and other general	765
liabilities.	766

(B) Interest shall be given the same priority as the claim on	767
which it is based, but no interest shall be paid on any claim	768
until the principal of all claims within the same class has been	769
paid or provided for in full.	770

(C) Any funds remaining after satisfying the requirements of	771
divisions (A) and (B) of this section shall be paid to the	772
shareholders.	773

(D) Payment on claims shall be made pro rata among claims of	774
the kind specified in each class set forth in division (A) of this	775
section.	776

(E) Subject to the approval of the court, the receiver may	777
designate a separate class of claims consisting only of every	778
unsecured claim that is less than, or reduced to, an amount the	779
court approves for payment as reasonable and necessary for	780
administrative convenience.	781

(F) Subject to the approval of the court, the receiver may	782
make periodic and interim liquidating dividends or payments.	783

Sec. 1157.25.  (A) Within one hundred days after the date of	784
the closing of a savings and loan association, a receiver may	785
reject any executory contract to which the savings and loan	786
association is a party without any further liability on the part	787
of the savings and loan association or the receiver. The	788
receiver's election to reject an executory contract creates no	789
claim for compensation other than compensation accrued to the date	790
of termination or for actual damages.	791

(B) A receiver may ratify and assign any executory contract	792
to which the savings and loan association is a party	793
notwithstanding the existence of a provision in the contract	794
permitting the termination of the executory contract, or	795
prohibiting, conditioning, or requiring consent to any assignment	796
of the executory contract, upon the insolvency of the savings and	797
loan association or the appointment of a receiver.	798

Sec. 1157.26.  Whenever the federal deposit insurance	799
corporation pays or makes available for payment the insured	800
deposit liabilities of a savings and loan association, the federal	801
deposit insurance corporation, whether or not it acts as receiver,	802
shall be subrogated to the extent of the payments to all rights of	803
depositors against the savings and loan association.	804

Sec. 1157.27.  (A) The receiver may appoint a successor to	805
all rights, obligations, assets, deposits, agreements, and trusts	806
held by the closed savings and loan association as trustee,	807
administrator, executor, guardian, agent, or in any other	808
fiduciary or representative capacity. The successor's duties and	809
obligations commence upon appointment to the same extent they are	810
binding upon the former savings and loan association and as though	811
the successor had originally assumed the duties and obligations.	812
Specifically, the successor shall succeed to and be entitled to	813
administer all trusteeships, administrations, executorships,	814
guardianships, agencies, and all other fiduciary or representative	815
proceedings to which the closed savings and loan association is	816
named or appointed in wills, whenever probated, or to which it is	817
appointed by any other instrument, court order, or operation of	818
law.	819

(B) Within sixty days after appointment, the successor shall	820
give written notice, insofar as practicable, to all interested	821
parties named in the books and records of the savings and loan	822
association or in trust documents held by it, that the successor	823
has been appointed in accordance with state law.	824

(C) Nothing in this section shall be construed to impair any	825
right of the grantor or beneficiaries of trust assets to secure	826
the appointment of a substituted trustee or manager.	827

Sec. 1157.28.  (A) The filing with the court of the finding	828
of the superintendent of financial institutions or the certificate	829
of appointment of the receiver, whichever occurs first, operates	830
as an automatic stay from the date of the filing, subject to the	831
court granting a motion for relief from the stay, applicable to	832
all entities, of both of the following:	833

(1) The commencement or continuation, including the issuance	834
or employment of process, of a judicial, administrative, or other	835
action or proceeding against the savings and loan association that	836
was or could have been commenced before the filing;	837

(2) The enforcement against the savings and loan association	838
of a judgment or other claim obtained before the filing, including	839
claims of security, preference, priority, and offset.	840

(B) Upon the filing with the court of the finding of the	841
superintendent or the certificate of appointment of the receiver,	842
whichever occurs first, any other pending judicial,	843
administrative, or other action or proceeding against the savings	844
and loan association shall, upon motion of the receiver, be	845
consolidated into one action or transferred as a separate matter	846
before the presiding judge of the court having jurisdiction of the	847
receivership, subject, however, to the automatic stay provided in	848
division (A) of this section. Subject to the receiver's option to	849
have an action later consolidated or transferred, any action	850
commenced after the superintendent's filing shall be filed as a	851
separate matter before the presiding judge in the court having	852
jurisdiction over the receivership.	853

(C) The superintendent, prior to the appointment of a	854
receiver, or the receiver, after its appointment, shall be the	855
only party named in an action involving a savings and loan	856
association subject to this chapter.	857

(D) Any action seeking to enjoin the superintendent's order	858
appointing a receiver of a savings and loan association shall be	859
brought prior to the date the receiver sells all or substantially	860
all of the assets of the savings and loan association, prior to	861
the date the receiver transfers all or substantially all of the	862
insured deposits to an assuming institution, or within ten days	863
after the issuance of the order, whichever is earliest.	864

Sec. 1157.29.  (A) When a receiver has completed the	865
liquidation of a savings and loan association, the receiver shall,	866
with notice to the superintendent of financial institutions,	867
petition the court for an order declaring the savings and loan	868
association properly wound up and dissolved.	869

(B) After whatever notice and hearing, if any, the court may	870
direct, the court may make an order declaring the savings and loan	871
association properly wound up and dissolved. The order shall do	872
both of the following, to the extent applicable:	873

(1) Declare all of the following:

874

(a) The savings and loan association has been properly wound	875
up.	876

(b) All known assets of the savings and loan association have	877
been distributed according to the distribution priorities set	878
forth in this chapter.	879

(c) The savings and loan association is dissolved.

880

(2) If there are known debts or liabilities, describe the	881
provision made for their payment, setting forth whatever	882
information may be necessary to enable the creditor or other	883
person to whom payment is to be made to appear and claim payment	884
of the debt or liability.	885

(C) The order shall confirm a plan by the receiver for the	886
disposition or maintenance of any remaining real or personal	887
property or other assets, whether held in trust or otherwise and	888
including the contents of safe deposit boxes or vaults, held by	889
the savings and loan association for its account holders,	890
creditors, lessees, or shareholders. The plan shall include	891
written notice to all known owners or beneficiaries of the assets,	892
to be sent by first class mail to each individual's address as	893
shown on the records of the savings and loan association.	894

(D) The court may make whatever additional orders and grant	895
whatever further relief it determines proper upon the evidence	896
submitted.	897

(E) Once the order is made declaring the savings and loan	898
association dissolved, the corporate existence of the savings and	899
loan association shall cease, except for purposes of any necessary	900
additional winding up.	901

(F) Once the order is made declaring the savings and loan	902
association dissolved, the receiver shall promptly file a copy of	903
the order, certified by the clerk of the court, with both the	904
secretary of state and the superintendent.	905

Sec. 1157.30.  Subject to the approval of the court, the	906
receiver may destroy the records of the savings and loan	907
association after the receiver determines there is no further need	908
for them. However, the receiver shall not destroy the records	909
earlier than six months after the date the savings and loan	910
association is declared dissolved by the court.	911

Sec. 1157.33.  (A) No damages may be awarded in a proceeding	912
brought pursuant to this chapter challenging any action by the	913
superintendent of financial institutions, special deputy	914
superintendent, receiver, or conservator, or any employee of any	915
of them, or any person retained for services under this chapter.	916
Any action for damages shall be brought in the court as a separate	917
action.	918

(B) The superintendent, special deputy superintendent,	919
receiver, conservator, or any employee of any of them, or any	920
person retained for services under this chapter, is not subject to	921
any civil liability or penalty, or to any criminal prosecution,	922
for any error in judgment or discretion made in good faith in any	923
action taken or omitted in an official capacity under this	924
chapter.	925

(C) The superintendent, special deputy superintendent,	926
receiver, conservator, or any employee of any of them, or any	927
person retained for services under this chapter, is not liable in	928
damages for any action or failure to act unless it is proved by	929
clear and convincing evidence in court that the action or failure	930
to act involved an act or omission undertaken with deliberate	931
intent to cause injury to any of the savings and loan association,	932
its shareholders, its depositors, or its creditors, or undertaken	933
with reckless disregard for the best interests of any of the	934
savings and loan association, its shareholders, its depositors,	935
its creditors, or the public.	936

Sec. 1165.01.  (A) As used in this chapter, "court" means the	937
court of common pleas of the county in which the principal place	938
of business of a savings bank, as set forth in its articles of	939
incorporation, is located or of any other county determined by the	940
superintendent of financial institutions to be appropriate under	941
the circumstances.	942

(B) The court shall have exclusive original jurisdiction of	943
any action or proceeding relating to or arising out of the taking	944
of possession of the property and business of a savings bank under	945
this chapter, whether before or after the savings bank is wound up	946
and dissolved, as well as any action or other proceeding brought	947
under this chapter.	948

(C) Whenever the approval of the court is required for any	949
act under this chapter, that approval may be given with or without	950
a hearing held upon whatever notice, if any, the court may direct,	951
unless otherwise provided in this chapter. At a hearing, the	952
court, by order, may approve the actions petitioned.	953

Sec. 1165.03.  (A) A savings bank may proceed with a	954
voluntary liquidation and be closed only with both the consent of	955
the superintendent of financial institutions and the prior	956
approval of the shareholders of the savings bank by a vote as	957
provided for in its articles of incorporation, if not less than a	958
majority.	959

(B) Prior to instituting a voluntary liquidation, a savings	960
bank shall submit to the superintendent an application for	961
approval of its plan of voluntary liquidation and evidence	962
satisfactory to the superintendent that the plan has been properly	963
adopted by the savings bank and approved by its shareholders.	964

(C) A savings bank's plan of voluntary liquidation shall	965
include provisions for all of the following:	966

(1) The settlement of all debts and liabilities, including	967
the claims of account holders, owed by the savings bank;	968

(2) The distribution of the savings bank's assets that remain	969
after the settlement of debts and liabilities to all persons	970
entitled to them;	971

(3) The disposition or maintenance of any remaining or	972
unclaimed funds, real or personal property, either tangible or	973
intangible, or other assets, whether in trust or otherwise,	974
including the contents of safe deposit boxes or vaults;	975

(4) The retention of the savings bank's records in accordance	976
with section 1163.09 of the Revised Code;	977

(5) The date upon which the savings bank shall cease doing	978
any banking business and surrender its license to the	979
superintendent.	980

(D) Upon receipt of a plan of voluntary liquidation, the	981
superintendent shall make an examination of the savings bank and	982
shall consent to or deny an application for approval of a plan	983
based upon the superintendent's evaluation of whether or not the	984
interests of the savings bank's depositors and creditors will	985
suffer by the liquidation.	986

(E) The superintendent's consent to an application for	987
approval of a plan of voluntary liquidation may be subject to any	988
condition the superintendent determines appropriate under the	989
circumstances.	990

Sec. 1165.04.  (A) If the superintendent of financial	991
institutions consents to a voluntary liquidation, the	992
superintendent shall cause a certified copy of the consent to be	993
filed in the office of the secretary of state, and the savings	994
bank to be liquidated shall do both of the following:	995

(1) Publish a notice of the voluntary liquidation once a week	996
for four consecutive weeks in a newspaper of general circulation	997
in the county in which the savings bank's principal place of	998
business is located;	999

(2) Give written notice of the voluntary liquidation, either	1000
personally or by mail, to all known creditors of and all known	1001
claimants against the savings bank.	1002

(B) Compliance with the notice and publication requirements	1003
of division (A) of this section satisfies any duplicate or similar	1004
notice and publication requirements of Chapter 1701. of the	1005
Revised Code.	1006

Sec. 1165.05.  (A) A voluntary liquidation of a savings bank	1007
shall be conducted only with the continued supervision of the	1008
superintendent of financial institutions. The superintendent may	1009
conduct any additional examinations of the savings bank the	1010
superintendent considers necessary or appropriate.	1011

(B) If the superintendent has reason to conclude the	1012
liquidation of a savings bank is not being safely or expeditiously	1013
conducted, the superintendent may take possession of the business	1014
and property of the savings bank in the same manner, with the same	1015
effect, and subject to the same rights accorded the savings bank	1016
as if the superintendent had taken possession under the	1017
receivership provisions of this chapter. The superintendent may	1018
proceed to liquidate the affairs of the savings bank in the same	1019
manner as otherwise provided in this chapter.	1020

Sec. 1165.06.  Upon completion of a voluntary liquidation,	1021
the liquidated savings bank shall submit to the superintendent of	1022
financial institutions all documents required under Chapter 1701.	1023
of the Revised Code for a dissolution. The superintendent shall	1024
consent to the dissolution, and shall cause a certified copy of	1025
the consent to be filed, along with the savings bank's dissolution	1026
documents, in the office of the secretary of state.	1027

Sec. 1165.01.        Sec. 1165.09. (A) The superintendent of savings	1028
banksfinancial institutions may appoint a conservator for anyto	1029
take possession of the property and business of a savings bank	1030
whenever he considers it necessary in orderand to conserveretain	1031
possession until the assets of that savings bank for depositors,	1032
members, and creditors. Theresumes business or a receiver is	1033
appointed, as provided for in this chapter, if the superintendent	1034
shall appoint a conservator for any savings bank whosefinds any	1035
one or more of the following conditions:	1036

(A) The savings bank is in an unsafe or unsound condition to	1037
continue the business of banking.	1038

(B) The savings bank is insolvent, in that it has ceased to	1039
pay its debts in the ordinary course of business, it is incapable	1040
of paying its debts as they mature, or it has liabilities in	1041
excess of its assets.	1042

(C) The savings bank has committed a violation of law that	1043
has caused or that threatens substantial injury to any of the	1044
public, the banking industry, or the savings bank's depositors or	1045
other creditors.	1046

(D) The savings bank has refused to submit its records of	1047
account, papers, or affairs to the inspection or examination of	1048
any federal agency or the superintendent.	1049

(E) The savings bank has failed to pay its deposits or	1050
obligations in accordance with the terms under which the deposits	1051
were taken or the obligations were incurred.	1052

(F) A majority of the board of directors of the savings bank	1053
or a majority of its shareholders has requested the superintendent	1054
to appoint a conservator to take possession of the savings bank.	1055

(G) Either all positions on the board of directors of the	1056
savings bank are vacant or all of the directors then in office are	1057
incapacitated or otherwise unable to perform their	1058
responsibilities.	1059

(H) The savings bank has violated any court order, statute,	1060
rule, or regulation, or its articles of incorporation, and the	1061
superintendent determines the continued control of its own affairs	1062
threatens injury to any of the public, the banking industry, or	1063
the savings bank's depositors or other creditors.	1064

(I) The savings bank's status as an insured depository	1065
institution has been terminated by the federal deposit insurance	1066
corporation. The superintendent may fix the compensation to be	1067
paid the conservator, the bond or other security to be required of	1068
him, and may remove the conservator at any time. Upon or after the	1069
appointment of a conservator for any savings bank, the	1070
superintendent may order the closing of the books of the savings	1071
bank against further transfer of its stock. He may thereafter	1072
permit the books to be reopened.	1073

(B) The conservator shall:

1074

(1) Take possession of the business and property of the	1075
savings bank;	1076

(2) Have and exercise, in the name and on behalf of the	1077
savings bank, all the rights, powers, and authority of the	1078
officers and directors of the savings bank and all voting rights	1079
of its members or shareholders and may continue its business in	1080
whole or in part with a view to conserving its business and assets	1081
pending further disposition thereof as provided by law under the	1082
supervision of the superintendent and upon such limitations as are	1083
imposed by him.	1084

(C) The conservator may:

1085

(1) Give notice that he has taken possession of the assets of	1086
the savings bank to all persons holding or having possession of	1087
any assets of the savings bank;	1088

(2) Do all things he considers desirable or expedient to	1089
carry on the saving bank's business consistent with his	1090
appointment, but he shall not declare, credit or distribute	1091
earnings on savings accounts or deposits without the approval of	1092
the superintendent;	1093

(3) Bring or defend suits or proceedings in the name of the	1094
savings bank under the direction and supervision of the	1095
superintendent;	1096

(4) Do such things and have such rights, powers, privileges,	1097
immunities, and duties as the superintendent authorizes, directs,	1098
confers, or imposes.	1099

(D) This section does not vest title to any assets of the	1100
savings bank in the conservator. No person, firm, corporation, or	1101
association, knowing that a conservator has taken possession of	1102
the business and property of a savings bank or having been so	1103
notified, shall have a lien or charge against any of the assets of	1104
the savings bank for any payment, advance, clearance, or liability	1105
thereafter made or incurred. The obligations of the savings bank	1106
shall continue to bear interest at the rate contracted.	1107

(E) Any officer, director, member, or shareholder, from time	1108
to time, may communicate with the superintendent regarding the	1109
conservatorship. The conservator shall furnish bond in form and	1110
amount as the superintendent may direct.	1111

(F) The attorney general, as legal advisor to the division,	1112
may employ special counsel to aid him with respect to any	1113
litigation in which the conservator is involved on behalf of the	1114
savings bank. The compensation of the special counsel shall be	1115
fixed by the attorney general subject to the approval of the	1116
court.	1117

(G) Within thirty days after appointment of a conservator,	1118
the savings bank may bring an action in the court of common pleas	1119
of Franklin county, for an order that the superintendent remove	1120
the conservator. Immediately upon filing the action, summons shall	1121
be issued to the sheriff of Franklin county to be served on the	1122
superintendent, returnable within five days from its date, which	1123
in all other respects the summons shall be made as in civil	1124
actions, whereupon the allegations of the petition shall be deemed	1125
to stand denied without pleading and the cause shall be advanced	1126
and heard without delay.	1127

(H) The superintendent may terminate the conservatorship and	1128
permit the savings bank to resume the transaction of its business,	1129
subject to such terms and restrictions as he prescribes, when the	1130
superintendent determines that the termination of the	1131
conservatorship may be safely done and would be in the public	1132
interest. In no case shall the superintendent terminate the	1133
conservatorship and permit the savings bank to resume the	1134
transaction of its business, unless the federal deposit insurance	1135
corporation assures the superintendent that the savings bank, upon	1136
resuming the transaction of its business, will have the status of	1137
an insured depository institution. The superintendent may	1138
terminate the conservatorship and take possession on any of the	1139
grounds provided in section 1165.02 of the Revised Code.	1140

(I) The conservator may submit a plan for the termination of	1141
the conservatorship to the members or shareholders of the savings	1142
banks. If the holders of a majority of the shares or a majority of	1143
members vote to accept the plan, they shall elect directors to	1144
manage the affairs of the savings bank.	1145

When a plan for termination of the conservatorship has been	1146
submitted to the members or shareholders of the savings bank, the	1147
superintendent may require that the plan be submitted to the	1148
court. He may require that not less than two weeks' notice of the	1149
time and place of hearing on such application be given by	1150
publication or otherwise, as the court directs, to depositors,	1151
creditors, members, and shareholders of the savings bank.	1152

(J) The expenses of the conservatorship and the compensation	1153
of the conservator and the special counsel, if any, as provided in	1154
this section, shall be paid out of the assets of the savings bank	1155
and shall be a lien thereon prior to any other lien.	1156

Sec. 1165.10.  (A) If it appears to the superintendent of	1157
financial institutions that any one or more of the conditions set	1158
forth in section 1165.09 of the Revised Code exists as to any	1159
savings bank, the superintendent may appoint a conservator, which	1160
appointment may include the superintendent, and thereafter may	1161
dismiss or replace the conservator as the superintendent	1162
determines necessary or advisable. The superintendent may fix the	1163
compensation to be paid the conservator and the amount of the bond	1164
or other security, if any, to be required.	1165

(B) The superintendent may, from time to time, appoint one or	1166
more special deputy superintendents as agent or agents to assist	1167
in the duties of conservatorship.	1168

(C) The superintendent, any special deputy superintendents,	1169
or a conservator may employ and procure whatever assistance or	1170
advice is necessary in the conservatorship of the savings bank,	1171
and, for that purpose, may retain officers or employees of the	1172
savings bank as needed.	1173

(D) The superintendent may terminate the conservatorship at	1174
any time, and may appoint a receiver for liquidation of the	1175
savings bank on any of the grounds provided in this chapter for	1176
appointment of a receiver.	1177

(E) All expenses of a conservatorship shall be paid out of	1178
the assets of the savings bank, and shall be a lien on the bank's	1179
assets, which lien shall be prior to any other lien.	1180

Sec. 1165.11.  (A) Upon the appointment of a conservator, the	1181
superintendent of financial institutions shall file a certified	1182
copy of the certificate of appointment in the office of the	1183
secretary of state, and thereafter no person shall obtain a lien	1184
or charge upon any assets of the savings bank for any payment,	1185
advance, clearance, or liability thereafter made or incurred, nor	1186
shall the directors, officers, or agents of the savings bank	1187
thereafter have authority to act on behalf of the savings bank or	1188
to convey, transfer, assign, pledge, mortgage, or encumber any of	1189
the savings bank's assets.	1190

(B) The filing of the certificate of appointment in	1191
accordance with this section shall not be a condition to either	1192
the superintendent's taking possession of the property and	1193
business of a savings bank or appointing a conservator for a	1194
savings bank.	1195

Sec. 1165.12.  (A) A conservator, under the supervision of	1196
the superintendent of financial institutions and subject to any	1197
limitations imposed by the superintendent, shall have all of the	1198
following powers:	1199

(1) To take possession of all books, records of account, and	1200
assets of the savings bank;	1201

(2) To have and exercise, in the name and on behalf of the	1202
savings bank, all the rights, powers, and authority of the	1203
officers and directors of the savings bank and all voting rights	1204
of its shareholders;	1205

(3) To collect all debts, claims, and judgments belonging to	1206
the savings bank and to take any other action, including the	1207
lending of money, necessary to the operation of the savings bank	1208
during the conservatorship;	1209

(4) To execute in the name of the savings bank any instrument	1210
necessary or proper to effectuate the conservator's powers or	1211
perform its duties as conservator;	1212

(5) To initiate, pursue, compromise, and defend litigation	1213
involving any right, claim, interest, or liability of the savings	1214
bank;	1215

(6) To exercise all fiduciary functions of the savings bank	1216
as of the date of appointment as conservator;	1217

(7) To borrow money as necessary in the operation of the	1218
savings bank, and to secure those borrowings by the pledge or	1219
mortgage of the assets of the savings bank;	1220

(8) To abandon or convey title to any holder of a deed of	1221
trust, mortgage, or similar lien against property in which the	1222
savings bank has an interest, whenever the conservator determines	1223
that continuing to claim that interest is burdensome and of no	1224
advantage to the savings bank or its account holders, creditors,	1225
or shareholders;	1226

(9) If done within the ordinary course of business or	1227
financial affairs of the savings bank and according to ordinary	1228
business terms, to sell any and all assets, to compromise any	1229
debt, claim, obligation, or judgment due to the savings bank, to	1230
discontinue any pending action or other proceeding, and to	1231
implement a restructuring of the savings bank in accordance with	1232
this chapter.	1233

(B) Title to any assets of the savings bank does not vest in	1234
the conservator.	1235

Sec. 1165.13.  During the period of the conservatorship, all	1236
of the following apply:	1237

(A) The conservator may permit the savings bank to continue	1238
to conduct its usual business, including the acceptance of	1239
deposits.	1240

(B) The obligations of the savings bank shall continue to	1241
bear interest at the rate contracted.	1242

(C) The conservator shall make whatever reports to the	1243
superintendent of financial institutions the superintendent may	1244
from time to time require.	1245

Sec. 1165.14.  (A) The conservator shall evaluate the	1246
business and assets of the savings bank and, after conducting	1247
whatever investigations the circumstances may require, shall	1248
recommend to the superintendent of financial institutions that	1249
either the conservatorship of the savings bank be terminated or	1250
the superintendent appoint a receiver and the savings bank be	1251
liquidated as otherwise provided in this chapter. The conservator	1252
shall consult with the board of directors of the savings bank	1253
before making the recommendation.	1254

(B) The conservator of the savings bank may submit a plan to	1255
the superintendent for approval to restructure the savings bank in	1256
a manner designed to return the savings bank to the control of its	1257
shareholders. As part of the plan, the conservator may take any	1258
steps the superintendent approves regarding the management,	1259
operations, or assets of the savings bank, including the sale of	1260
some or all of the savings bank's assets. The conservator shall	1261
consult with the board of directors of the savings bank regarding	1262
any proposed sale of all or substantially all of the savings	1263
bank's assets.	1264

(C) The superintendent may require the conservator to submit	1265
the plan to the shareholders of the savings bank as provided in	1266
division (D) of this section or to submit a new or revised plan	1267
for consideration by the superintendent.	1268

(D) If the conservator's plan is submitted to the	1269
shareholders pursuant to division (C) of this section, the	1270
superintendent shall designate the contents of notice of the vote	1271
that is to be forwarded from the conservator to the shareholders	1272
and shall designate the date upon which notice is to be forwarded.	1273
The date of the shareholder vote shall be determined by the	1274
superintendent, but shall not occur earlier than seven days or	1275
later than forty-five days after the date of the notice.	1276

If the majority of the shareholders do not approve the plan,	1277
the superintendent may request submission of a new plan or proceed	1278
to appoint a receiver without regard to the grounds for	1279
appointment of a receiver as otherwise provided in this chapter.	1280
If the majority of the shareholders approve the plan, the	1281
superintendent may terminate the conservatorship, and the	1282
shareholders shall elect directors to manage the savings bank.	1283

(E) The superintendent, at any time, including after the date	1284
notice of a vote is provided to shareholders of the savings bank	1285
under division (D) of this section, may revoke a previously	1286
approved plan of the conservator and either provide for, or	1287
request submission of, a new plan or proceed with receivership	1288
under this chapter.	1289

Sec. 1165.17.  This chapter provides the full and exclusive	1290
powers and procedures for the liquidation of savings banks under	1291
the laws of this state, and no receiver or other liquidating agent	1292
shall be appointed for that purpose except as expressly provided	1293
in this chapter.	1294

Sec. 1165.18.  The superintendent of financial institutions	1295
may take possession of the property and business of a savings bank	1296
if the superintendent finds any one or more of the following	1297
conditions:	1298

(A) The savings bank is in an unsafe or unsound condition to	1299
continue the business of banking.	1300

(B) The savings bank is insolvent, in that it has ceased to	1301
pay its debts in the ordinary course of business, it is incapable	1302
of paying its debts as they mature, or it has liabilities in	1303
excess of its assets.	1304

(C) The savings bank has refused to submit its records or	1305
affairs to the inspection or examination of any federal bank	1306
regulatory agency or the superintendent.	1307

(D) The savings bank has failed to pay its deposits or	1308
obligations in accordance with the terms under which the deposits	1309
were taken or the obligations were incurred.	1310

(E) A majority of the board of directors of the savings bank	1311
has requested the superintendent to appoint a receiver to take	1312
possession of the savings bank for the benefit of account holders,	1313
creditors, or shareholders.	1314

(F) The savings bank has violated any order of a court or of	1315
the superintendent, any statute, rule, or regulation, or its	1316
articles of incorporation, and the superintendent determines the	1317
continued control of its own affairs threatens injury to any of	1318
the public, the banking industry, or the savings bank's depositors	1319
or other creditors.	1320

(G) The savings bank's status as an insured institution has	1321
been terminated by the federal deposit insurance corporation.	1322

(H) The savings bank has an impairment of paid-in capital.

1323

Sec. 1165.19.  (A) Upon issuing a written finding that any	1324
one or more of the conditions set forth in section 1165.18 of the	1325
Revised Code for taking possession of a savings bank exists and	1326
taking possession of the savings bank, the superintendent of	1327
financial institutions shall file a certified copy of the finding	1328
and the notice of possession with the court.	1329

(B) Upon the appointment of a receiver, the superintendent	1330
shall file a certified copy of the certificate of appointment in	1331
the office of the secretary of state and with the court.	1332

(C) After the superintendent files the finding of the	1333
superintendent or the certificate of appointment of the receiver,	1334
whichever occurs first, no person shall obtain a lien or charge	1335
upon any assets of the savings bank for any payment, advance,	1336
clearance, or liability thereafter incurred, nor shall the	1337
directors, officers, or agents of the savings bank have authority	1338
to act on behalf of the savings bank or to convey, transfer,	1339
assign, pledge, mortgage, or encumber any assets of the savings	1340
bank.	1341

(D) Upon taking possession of the savings bank, the	1342
superintendent shall post or cause to be posted an appropriate	1343
notice of closing at the main entrance of each of the savings	1344
bank's banking offices.	1345

(E) Neither filing nor posting of notice in accordance with	1346
this section shall be a condition to either the superintendent's	1347
taking possession of the property and business of a savings bank	1348
or appointing a receiver for a savings bank.	1349

Sec. 1165.20.  (A) If it appears to the superintendent of	1350
financial institutions that any one or more of the conditions set	1351
forth in section 1165.18 of the Revised Code exists as to any	1352
savings bank, the superintendent shall tender appointment as	1353
receiver to the federal deposit insurance corporation if any	1354
deposits in the savings bank are insured by the federal deposit	1355
insurance corporation, and may tender appointment as receiver to	1356
the federal deposit insurance corporation in any other case. Upon	1357
acceptance of the appointment as receiver, the federal deposit	1358
insurance corporation shall not be required to post a bond. In	1359
addition to the powers of a receiver set forth in this chapter,	1360
the federal deposit insurance corporation, as receiver, may	1361
exercise any other liquidation or receivership powers authorized	1362
by state or federal law for a receiver of a savings bank.	1363

(B) If the federal deposit insurance corporation declines to	1364
accept the tendered appointment or if the superintendent is not	1365
required to tender appointment as receiver to the federal deposit	1366
insurance corporation, the superintendent may appoint, and	1367
thereafter dismiss or replace, any other receiver, including the	1368
superintendent, the superintendent determines to be necessary or	1369
advisable. The superintendent may fix the compensation to be paid	1370
the receiver and the amount of the bond or other security, if any,	1371
to be required.	1372

(C) The superintendent may, from time to time, appoint one or	1373
more special deputy superintendents as agent or agents to assist	1374
in the duties of receivership or of liquidation and distribution.	1375
No agent so appointed shall be subject to section 1181.05 of the	1376
Revised Code.	1377

(D) The superintendent, any special deputy superintendents,	1378
or a receiver may employ and procure whatever assistance or advice	1379
is necessary in the receivership or liquidation and distribution	1380
of the assets of the savings bank, and, for that purpose, may	1381
retain officers or employees of the savings bank as needed.	1382

(E) All expenses of a receivership and liquidation shall be	1383
paid out of the assets of the savings bank, and shall be a lien on	1384
the savings bank's assets, which lien shall be prior to any other	1385
lien.	1386

Sec. 1165.21. Upon the superintendent of financial	1387
institutions' appointment of a receiver, title to all of the	1388
savings bank's assets shall vest in the receiver without the	1389
execution of any instrument of conveyance, assignment, transfer,	1390
or endorsement.	1391

Sec. 1165.22.  (A) A receiver shall have all of the following	1392
powers:	1393

(1) To take possession of all books, records of account, and	1394
assets of the savings bank;	1395

(2) To collect all debts, claims, and judgments belonging to	1396
the savings bank and to take any other action, including the	1397
lending of money, necessary to preserve and liquidate the assets	1398
of the savings bank;	1399

(3) To execute in the name of the bank any instrument	1400
necessary or proper to effectuate the receiver's powers or perform	1401
its duties as receiver;	1402

(4) To initiate, pursue, compromise, and defend litigation	1403
involving any right, claim, interest, or liability of the savings	1404
bank;	1405

(5) To exercise all fiduciary functions of the savings bank	1406
as of the date of appointment as receiver;	1407

(6) To borrow money as necessary in the liquidation of the	1408
savings bank, and to secure those borrowings by the pledge or	1409
mortgage of assets of the savings bank;	1410

(7) To abandon or convey title to any holder of a deed of	1411
trust, mortgage, or similar lien against property in which the	1412
savings bank has an interest, whenever the receiver determines	1413
that continuing to claim that interest is burdensome and of no	1414
advantage to the savings bank or its account holders, creditors,	1415
or shareholders;	1416

(8) To sell any and all assets, to compromise any debt,	1417
claim, obligation, or judgment due to the savings bank, to	1418
discontinue any pending action or other proceeding, and to sell or	1419
otherwise transfer all or a substantial portion of the assets or	1420
liabilities of the savings bank;	1421

(9) To establish ancillary receiverships in any jurisdiction	1422
the receiver determines necessary;	1423

(10) To distribute assets in accordance with this chapter;

1424

(11) To take any other action incident to the powers set	1425
forth in division (A) of this section.	1426

(B) Unless specifically indicated to the contrary, the powers	1427
conferred upon a receiver under this section may be exercised	1428
without court approval. However, nothing in this section shall be	1429
construed to prevent a receiver from obtaining court approval when	1430
the receiver determines approval is appropriate under the	1431
circumstances.	1432

Sec. 1165.23.  (A) The receiver shall promptly cause notice	1433
of the claims procedure to be published once a month for two	1434
consecutive months in a local newspaper of general circulation and	1435
to be mailed to each person whose name appears as a creditor upon	1436
the books of the savings bank, at the last address of record.	1437

(B)(1) All parties having claims of any kind against the	1438
savings bank, including prior judgments and claims of security,	1439
preference, priority, and offset, shall present their claims	1440
substantiated by legal proof to the receiver within one hundred	1441
eighty days after the date of the first publication of notice of	1442
the claims procedure or after actual receipt of notice of the	1443
claims procedure, whichever occurs first.	1444

(2) Within one hundred eighty days after receipt of a claim,	1445
the receiver shall notify the claimant in writing whether the	1446
claim has been allowed or disallowed. The receiver may reject any	1447
claim in whole or in part, or may reject any claim of security,	1448
preference, priority, or offset against the savings bank. Any	1449
claimant whose claim has been rejected by the receiver shall	1450
petition the court for a hearing on the claim within sixty days	1451
after the date the notice was mailed or be forever barred from	1452
asserting the rejected claim.	1453

(C) Any claims filed after the claim period and subsequently	1454
accepted by the receiver or allowed by the court, shall be	1455
entitled to share in the distribution of assets only to the extent	1456
of the undistributed assets in the hands of the receiver on the	1457
date the claims are accepted or allowed.	1458

Sec. 1165.24.  (A) All claims against the savings bank's	1459
estate and expenses, proved to the receiver's satisfaction or	1460
approved by the court, shall be paid in the following order:	1461

(1) Expenses of liquidation and receivership, including money	1462
borrowed under authority of division (A)(6) of section 1165.22 or	1463
division (A)(7) of section 1165.12 of the Revised Code and	1464
interest on it, and claims for fees and assessments due the	1465
superintendent of financial institutions;	1466

(2) Claims given priorities under other provisions of state	1467
or federal law;	1468

(3) Wages and salaries of officers and employees earned	1469
during the one-month period preceding the date of the savings	1470
bank's closing in an amount, before applicable taxes and other	1471
withholdings, that does not exceed one thousand dollars for any	1472
one person;	1473

(4) Deposit obligations;

1474

(5) Other general liabilities;

1475

(6) Obligations subordinated to deposits and other general	1476
liabilities.	1477

(B) Interest shall be given the same priority as the claim on	1478
which it is based, but no interest shall be paid on any claim	1479
until the principal of all claims within the same class has been	1480
paid or provided for in full.	1481

(C) Any funds remaining after satisfying the requirements of	1482
divisions (A) and (B) of this section shall be paid to the	1483
shareholders.	1484

(D) Payment on claims shall be made pro rata among claims of	1485
the kind specified in each class set forth in division (A) of this	1486
section.	1487

(E) Subject to the approval of the court, the receiver may	1488
designate a separate class of claims consisting only of every	1489
unsecured claim that is less than, or reduced to, an amount the	1490
court approves for payment as reasonable and necessary for	1491
administrative convenience.	1492

(F) Subject to the approval of the court, the receiver may	1493
make periodic and interim liquidating dividends or payments.	1494

Sec. 1165.25.  (A) Within one hundred days after the date of	1495
the closing of a savings bank, a receiver may reject any executory	1496
contract to which the savings bank is a party without any further	1497
liability on the part of the savings bank or the receiver. The	1498
receiver's election to reject an executory contract creates no	1499
claim for compensation other than compensation accrued to the date	1500
of termination or for actual damages.	1501

(B) A receiver may ratify and assign any executory contract	1502
to which the savings bank is a party notwithstanding the existence	1503
of a provision in the contract permitting the termination of the	1504
executory contract, or prohibiting, conditioning, or requiring	1505
consent to any assignment of the executory contract, upon the	1506
insolvency of the savings bank or the appointment of a receiver.	1507

Sec. 1165.26.  Whenever the federal deposit insurance	1508
corporation pays or makes available for payment the insured	1509
deposit liabilities of a savings bank, the federal deposit	1510
insurance corporation, whether or not it acts as receiver, shall	1511
be subrogated to the extent of the payments to all rights of	1512
depositors against the savings bank.	1513

Sec. 1165.27.  (A) The receiver may appoint a successor to	1514
all rights, obligations, assets, deposits, agreements, and trusts	1515
held by the closed savings bank as trustee, administrator,	1516
executor, guardian, agent, or in any other fiduciary or	1517
representative capacity. The successor's duties and obligations	1518
commence upon appointment to the same extent they are binding upon	1519
the former savings bank and as though the successor had originally	1520
assumed the duties and obligations. Specifically, the successor	1521
shall succeed to and be entitled to administer all trusteeships,	1522
administrations, executorships, guardianships, agencies, and all	1523
other fiduciary or representative proceedings to which the closed	1524
savings bank is named or appointed in wills, whenever probated, or	1525
to which it is appointed by any other instrument, court order, or	1526
operation of law.	1527

(B) Within sixty days after appointment, the successor shall	1528
give written notice, insofar as practicable, to all interested	1529
parties named in the books and records of the savings bank or in	1530
trust documents held by it, that the successor has been appointed	1531
in accordance with state law.	1532

(C) Nothing in this section shall be construed to impair any	1533
right of the grantor or beneficiaries of trust assets to secure	1534
the appointment of a substituted trustee or manager.	1535

Sec. 1165.28.  (A) The filing with the court of the finding	1536
of the superintendent of financial institutions or the certificate	1537
of appointment of the receiver, whichever occurs first, operates	1538
as an automatic stay from the date of the filing, subject to the	1539
court granting a motion for relief from the stay, applicable to	1540
all entities, of both of the following:	1541

(1) The commencement or continuation, including the issuance	1542
or employment of process, of a judicial, administrative, or other	1543
action or proceeding against the savings bank that was or could	1544
have been commenced before the filing;	1545

(2) The enforcement against the savings bank of a judgment or	1546
other claim obtained before the filing, including claims of	1547
security, preference, priority, and offset.	1548

(B) Upon the filing with the court of the finding of the	1549
superintendent or the certificate of appointment of the receiver,	1550
whichever occurs first, any other pending judicial,	1551
administrative, or other action or proceeding against the savings	1552
bank shall, upon motion of the receiver, be consolidated into one	1553
action or transferred as a separate matter before the presiding	1554
judge of the court having jurisdiction of the receivership,	1555
subject, however, to the automatic stay provided in division (A)	1556
of this section. Subject to the receiver's option to have an	1557
action later consolidated or transferred, any action commenced	1558
after the superintendent's filing shall be filed as a separate	1559
matter before the presiding judge in the court having jurisdiction	1560
over the receivership.	1561

(C) The superintendent, prior to the appointment of a	1562
receiver, or the receiver, after its appointment, shall be the	1563
only party named in an action involving a savings bank subject to	1564
this chapter.	1565

(D) Any action seeking to enjoin the superintendent's order	1566
appointing a receiver of a savings bank shall be brought prior to	1567
the date the receiver sells all or substantially all of the assets	1568
of the savings bank, prior to the date the receiver transfers all	1569
or substantially all of the insured deposits to an assuming	1570
institution, or within ten days after the issuance of the order,	1571
whichever is earliest.	1572

Sec. 1165.29.  (A) When a receiver has completed the	1573
liquidation of a savings bank, the receiver shall, with notice to	1574
the superintendent of financial institutions, petition the court	1575
for an order declaring the savings bank properly wound up and	1576
dissolved.	1577

(B) After whatever notice and hearing, if any, the court may	1578
direct, the court may make an order declaring the savings bank	1579
properly wound up and dissolved. The order shall do both of the	1580
following, to the extent applicable:	1581

(1) Declare all of the following:

1582

(a) The savings bank has been properly wound up.

1583

(b) All known assets of the savings bank have been	1584
distributed according to the distribution priorities set forth in	1585
this chapter.	1586

(c) The savings bank is dissolved.

1587

(2) If there are known debts or liabilities, describe the	1588
provision made for their payment, setting forth whatever	1589
information may be necessary to enable the creditor or other	1590
person to whom payment is to be made to appear and claim payment	1591
of the debt or liability.	1592

(C) The order shall confirm a plan by the receiver for the	1593
disposition or maintenance of any remaining real or personal	1594
property or other assets, whether held in trust or otherwise and	1595
including the contents of safe deposit boxes or vaults, held by	1596
the savings bank for its account holders, creditors, lessees, or	1597
shareholders. The plan shall include written notice to all known	1598
owners or beneficiaries of the assets, to be sent by first class	1599
mail to each individual's address as shown on the records of the	1600
savings bank.	1601

(D) The court may make whatever additional orders and grant	1602
whatever further relief it determines proper upon the evidence	1603
submitted.	1604

(E) Once the order is made declaring the savings bank	1605
dissolved, the corporate existence of the savings bank shall	1606
cease, except for purposes of any necessary additional winding up.	1607

(F) Once the order is made declaring the savings bank	1608
dissolved, the receiver shall promptly file a copy of the order,	1609
certified by the clerk of the court, with both the secretary of	1610
state and the superintendent.	1611

Sec. 1165.30.  Subject to the approval of the court, the	1612
receiver may destroy the records of the savings bank after the	1613
receiver determines there is no further need for them. However,	1614
the receiver shall not destroy the records earlier than six months	1615
after the date the savings bank is declared dissolved by the	1616
court.	1617

Sec. 1165.33.  (A) No damages may be awarded in a proceeding	1618
brought pursuant to this chapter challenging any action by the	1619
superintendent of financial institutions, special deputy	1620
superintendent, receiver, or conservator, or any employee of any	1621
of them, or any person retained for services under this chapter.	1622
Any action for damages shall be brought in the court as a separate	1623
action.	1624

(B) The superintendent, special deputy superintendent,	1625
receiver, conservator, or any employee of any of them, or any	1626
person retained for services under this chapter, is not subject to	1627
any civil liability or penalty, or to any criminal prosecution,	1628
for any error in judgment or discretion made in good faith in any	1629
action taken or omitted in an official capacity under this	1630
chapter.	1631

(C) The superintendent, special deputy superintendent,	1632
receiver, conservator, or any employee of any of them, or any	1633
person retained for services under this chapter, is not liable in	1634
damages for any action or failure to act unless it is proved by	1635
clear and convincing evidence in court that the action or failure	1636
to act involved an act or omission undertaken with deliberate	1637
intent to cause injury to any of the savings bank, its	1638
shareholders, its depositors, or its creditors, or undertaken with	1639
reckless disregard for the best interests of any of the savings	1640
bank, its shareholders, its depositors, its creditors, or the	1641
public.	1642

Sec. 5301.057.  (A) As used in this section:

1643

(1) "Environmental covenant" means a servitude that imposes	1644
activity and use limitations on real property and meets the	1645
requirements of section 5301.82 of the Revised Code.	1646

(2) "Transfer" means the sale, gift, conveyance, assignment,	1647
inheritance, or other transfer of an ownership interest in real	1648
property located in this state.	1649

(3) "Transfer fee" means a fee or charge required by a	1650
transfer fee covenant and payable upon the transfer of an interest	1651
in real property, or payable for the right to make or accept such	1652
a transfer, regardless of whether the fee or charge is a fixed	1653
amount or is determined as a percentage of the value of the	1654
property, the purchase price, or other consideration given for the	1655
transfer. The following are not transfer fees for purposes of this	1656
section:	1657

(a) Any consideration payable by the grantee to the grantor	1658
for the interest in real property being transferred. For the	1659
purposes of division (A)(3)(a) of this section, an interest in	1660
real property includes a separate mineral estate and its	1661
appurtenant surface access rights.	1662

(b) Any commission payable to a licensed real estate broker	1663
for the transfer of real property pursuant to an agreement between	1664
the broker and the grantor or the grantee, including any	1665
subsequent additional commission for that transfer payable by the	1666
grantor or the grantee based upon any subsequent appreciation,	1667
development, or sale of real property;	1668

(c) Any interest, charges, fees, or other amounts payable by	1669
a borrower to a lender pursuant to a loan secured by a mortgage	1670
against real property;	1671

(d) Any rent, reimbursement, charge, fee, or other amount	1672
payable by a lessee to a lessor under a lease;	1673

(e) Any consideration payable to the holder of an option to	1674
purchase an interest in real property or the holder of a right of	1675
first refusal or first offer to purchase an interest in real	1676
property for waiving, releasing, or not exercising the option or	1677
right upon the transfer of the property to another person;	1678

(f) Any tax, fee, charge, assessment, fine, or other amount	1679
payable to or imposed by a governmental authority;	1680

(g) Any fee, charge, assessment, fine, or other amount	1681
payable to a homeowners, condominium, cooperative, mobile home, or	1682
property owners association pursuant to a declaration or covenant	1683
or law applicable to the association;	1684

(h) Any payment required pursuant to an environmental	1685
covenant.	1686

(4) "Transfer fee covenant" means a declaration or covenant	1687
recorded against the title to real property that requires or	1688
purports to require the payment of a transfer fee to the declarant	1689
or other person specified in the declaration or covenant or to	1690
their successors or assigns upon a subsequent transfer of an	1691
interest in the real property.	1692

(B) A transfer fee covenant recorded in this state on or	1693
after the effective date of this section does not run with the	1694
title to real property and is not binding on or enforceable	1695
against any subsequent owner, purchaser, or mortgagee of any	1696
interest in real property as an equitable servitude or otherwise.	1697

(C) Any lien purporting to secure the payment of a transfer	1698
fee under a transfer fee covenant that is recorded in this state	1699
on or after the effective date of this section is void.	1700

Sec. 5307.11.  If no electionparty elects to take the estate	1701
is made, at the instanceinsistence of a party, the court of	1702
common pleas may order a sale of the estate at public auction, by	1703
theone of the following:	1704

(A) The sheriff who executed the writ of partition, or his	1705
the sheriff's successor in office;	1706

(B) An auctioneer who is licensed under Chapter 4707. of the	1707
Revised Code and who is qualified under section 4707.021 of the	1708
Revised Code to conduct an auction of real property.	1709

Sec. 5307.12. (A) A sale of an estate under section 5307.11	1710
of the Revised Code shall be made atas follows:	1711

(1) If the sale is made by a sheriff, the sale shall be made	1712
at the door of the courthouse, unless for good cause the court of	1713
common pleas directs it to be made on the premises. The sale shall	1714
be conducted as upon execution, except that it is unnecessary to	1715
appraise the estate; but it.	1716

(2) If the sale is made by a licensed auctioneer, the sale	1717
shall be made pursuant to Chapter 4707. of the Revised Code.	1718

(B) No property shall not be sold for less than two thirds of	1719
the value returned by the commissioner or commissioners. Unless by	1720
special order, on good cause shown, the court directs the entire	1721
payment to be made in cash, the purchase money shall be payable	1722
one third on the day of sale, one third in one year after the	1723
sale, and one third in two years after the sale, with interest.	1724

Sec. 5307.13.  On the sheriff's return of histhe proceedings	1725
to sell the estate, the court of common pleas shall examine them.	1726
If a sale has been made, and the court approves it, the sheriff	1727
shall execute and deliver a deed to the purchaser on receiving	1728
payment of the consideration money, or taking sufficient security	1729
thereforfor that payment, to the satisfaction of the court.	1730

Sec. 5307.14. The(A) Subject to division (B) of this	1731
section, the money or securities arising from a sale of, or an	1732
election to take an estate, shall be distributed and paid, by	1733
order of the court of common pleas, to the parties entitled	1734
theretoto the money or securities, in lieu of their respective	1735
parts and proportions of the estate, according to their rights	1736
thereinin the estate. All	1737

(B) When a sale is made by a licensed auctioneer, the	1738
auctioneer shall receive compensation and reimbursement for	1739
expenses as described in section 2335.021 of the Revised Code,	1740
that the court shall apportion as costs to the parties as the	1741
court finds reasonable and proper.	1742

(C) All receipts of such money or securities by the sheriff	1743
arising from a sale or election are in histhe sheriff's official	1744
capacity, and histhe sureties on histhe sheriff's official bond	1745
are liable for any misapplication thereofof those receipts.	1746

Sec. 5307.16. When a conveyance ofIf an officer or	1747
auctioneer has not conveyed land sold, or elected to be taken in a	1748
proceeding for partition, is not made by the officer who made the	1749
sale, the court of common pleas on being first satisfied that such	1750
sale or election was regularly made, and that the purchase money	1751
ishas been fully paid or secured, on motion, may order the	1752
sheriff of the county, or officer performing the duties of	1753
sheriff, to execute and deliver to the purchaser, or person	1754
electing to take the property, a deed thereforfor the property.	1755

Section 2. That existing sections 119.01, 1125.19, 1125.28,	1756
1157.01, 1165.01, 5307.11, 5307.12, 5307.13, 5307.14, and 5307.16	1757
and sections 1157.02, 1157.03, 1157.04, 1157.05, 1157.06, 1157.07,	1758
1157.08, 1157.09, 1157.10, 1157.11, 1157.12, 1157.13, 1157.14,	1759
1157.15, 1157.16, 1157.17, 1157.18, 1157.19, 1157.20, 1157.21,	1760
1157.22, 1157.23, 1157.24, 1157.25, 1157.26, 1157.27, 1157.28,	1761
1157.29, 1165.02, 1165.03, 1165.04, 1165.05, 1165.06, 1165.07,	1762
1165.08, 1165.09, 1165.10, 1165.11, 1165.12, 1165.13, 1165.14,	1763
1165.15, 1165.16, 1165.17, 1165.18, 1165.19, 1165.20, 1165.21,	1764
1165.22, 1165.23, 1165.24, 1165.25, 1165.26, 1165.27, 1165.28, and	1765
1165.29 of the Revised Code are hereby repealed.	1766