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 |
(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 |
(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 |
(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 |
(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 |
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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
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 |
(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 |
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 |
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 |
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 |
(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 |
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 |
(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 |
(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 |
(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 |
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 |
(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 |
(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 |
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. 1157.27. (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 |
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 |
(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 |
(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 |
(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 |
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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
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 |
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 |
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 |
(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 |
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 |
(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 |
(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 |
(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 |
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 |
(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 |
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 |
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 |
(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 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 |
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 |
(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 |
(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 |
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 |