To amend sections 1101.16, 1151.01, 1151.05, 1151.60, 1151.71, 1161.01, 1161.05, 1161.76, 1161.79, 1703.01, 1703.02, and 1703.08, to enact new sections 1151.052 and 1161.07 and section 1703.031, and to repeal sections 1151.052 and 1161.07 of the Revised Code relative to interstate branching by and interstate acquisitions of savings and loan associations and savings banks.

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

Sec. 1101.16. (A) No person shall solicit, receive, or accept deposits in this state, except a bank, a domestic association as defined in section 1151.01 of the Revised Code, a savings bank as defined in section 1161.01 of the Revised Code, or a credit union as defined in section 1733.01 of the Revised Code that is authorized to accept deposits IN THIS STATE, AND EXCEPT AS PROVIDED IN SECTIONS 1115.11, 1117.01, 1151.052, 1151.60, 1161.07, AND 1161.76 OF THE REVISED CODE.

(B) No bank or bank holding company incorporated under the laws of another state or having its principal place of business in another state shall solicit, receive, or accept deposits, or transact any banking business of any kind in this state other than lending money, trust business in accordance with Chapter 1111. of the Revised Code, through or as an agent pursuant to section 1117.05 of the Revised Code, or pursuant to section 1115.05 of the Revised Code.

(C) No bank having its principal place of business in a foreign country shall solicit, receive, or accept deposits or transact any banking business of any kind in this state, except in accordance with Chapter 1115. or 1119. of the Revised Code.

(D) Nothing in this section prohibits a person from making a deposit in that person's own account with a depository institution outside this state by means of an automated teller machine or other money transmission device in this state. However, no depository institution outside this state shall establish a deposit account with or for a person in this state by means of an automated teller machine or other money transmission device in this state.

Sec. 1151.01. In sections of the Revised Code making reference to savings and loan associations and to the division of savings and loan associations or the division of financial institutions:

(A) "Savings and loan association" means a corporation organized for the purpose of raising money to be loaned to its members or to others; "building and loan association" AND "SAVINGS ASSOCIATION" may be used interchangeably with and shall for all purposes have the same meaning as "savings and loan association" and "savings association;" and "division of building and loan associations" and "division of savings and loan associations" may be used interchangeably with and shall for all purposes have the same meaning as "division of financial institutions."

(B) "Controlling person" means any person or entity which, either directly or indirectly, or acting in concert with one or more other persons or entities, owns, controls, or holds with power to vote, or holds proxies representing, fifteen per cent or more of the voting shares or rights of a savings and loan association or controls in any manner the election or appointment of a majority of the directors of an association. However, a director of an association will not be deemed to be a controlling person of such association based upon his THE DIRECTOR'S voting, or acting in concert with other directors in voting, proxies obtained in connection with an annual A solicitation of proxies or obtained from savings account holders and borrowers if such proxies are voted as directed by a majority of the entire board of directors of the association, or of a committee of such directors if such committee's composition and authority are controlled by a majority vote of the entire board and if its authority is revocable by such a majority.

(C) "Domestic association" means a savings and loan association organized under the laws of this state or the "Home Owners' Loan Act of 1933," 48 Stat. 128, 12 U.S.C.A. 1461, and amendments thereto A SAVINGS ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, the home office of which is located within this state.

(D) "Foreign SAVINGS association" means a savings and loan association, the home office of which THAT is located outside this CHARTERED UNDER THE LAWS OF ANOTHER state.

(E) "FOREIGN FEDERAL ASSOCIATION" MEANS A SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, THE HOME OFFICE OF WHICH IS LOCATED IN ANOTHER STATE.

(F) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION OF THE UNITED STATES.

(G) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT WHICH A SAVINGS ASSOCIATION RECEIVES MONEY OR ITS EQUIVALENT FROM THE PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A SAVINGS ASSOCIATION. "BANKING OFFICE" DOES NOT INCLUDE ANY OF THE FOLLOWING:

(1) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION RECEIVES, BUT DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, SUCH AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT DEPOSITORY;

(2) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF THE BANKING OFFICE;

(3) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE OWNED, LEASED, OR OPERATED BY A SAVINGS ASSOCIATION;

(4) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF A MILITARY INSTALLATION AT WHICH A SAVINGS ASSOCIATION ONLY ACCEPTS DEPOSITS AND CASHES CHECKS;

(5) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION TAKES AND PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;

(6) ANY LOCATION AT WHICH A SAVINGS ASSOCIATION IS ENGAGED SOLELY IN PROVIDING ADMINISTRATIVE SUPPORT SERVICES FOR ITS OWN OPERATIONS OR FOR OTHER FINANCIAL INSTITUTIONS.

(H) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE SAVINGS ASSOCIATION'S PRINCIPAL OFFICE CONSISTENT WITH ITS ARTICLES OF INCORPORATION.

(I) "Superintendent," "superintendent of building and loan associations," or "superintendent of savings and loan associations" means the superintendent of the division of financial institutions of this state. Whenever the division or superintendent of savings and loan associations or building and loan associations is referred to or designated in any statute, rule, contract, or other document, the reference or designation shall be deemed to refer to the division or superintendent of financial institutions, as the case may be.

Sec. 1151.05. (A) No savings and loan association ORGANIZED UNDER THE LAWS OF THIS STATE shall establish an MORE THAN ONE BANKING office, or maintain branches other than those established before July 3, 1923, nor relocate any branch, except with the prior written approval of the superintendent of savings and loan associations FINANCIAL INSTITUTIONS.

(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE LAWS OF THIS STATE MAY ESTABLISH A BRANCH AT ANY OF THE FOLLOWING LOCATIONS:

(1) ANY LOCATION IN THIS STATE;

(2) ANY LOCATION IN ANOTHER STATE;

(3) ANY LOCATION OUTSIDE THE UNITED STATES.

(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES FOR, EXAMINING THE BRANCH.

Sec. 1151.052. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION AND IN SECTION 1151.60 OF THE REVISED CODE, ONLY A DOMESTIC ASSOCIATION MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS STATE.

(B) A FOREIGN FEDERAL ASSOCIATION MAY ESTABLISH A BRANCH AS PERMITTED BY FEDERAL LAW.

(C)(1) A FOREIGN SAVINGS ASSOCIATION MAY, UPON RECEIVING THE APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, WHICH BRANCH IS LOCATED IN THIS STATE. THE SUPERINTENDENT SHALL NOT GRANT APPROVAL UNLESS BOTH OF THE FOLLOWING CONDITIONS ARE MET:

(a) THE FOREIGN SAVINGS ASSOCIATION PROVIDES EVIDENCE TO THE SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN SAVINGS ASSOCIATION HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT AT THE TIME THE ASSOCIATION IS SEEKING APPROVAL UNDER THIS SECTION, PERMIT A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THIS CHAPTER TO ESTABLISH A NEW BRANCH OR ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, AS THE CASE MAY BE, IN THAT OTHER STATE ON TERMS THAT ARE, ON THE WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE THAN THOSE ESTABLISHED UNDER THIS SECTION.

(2) IF A FOREIGN SAVINGS ASSOCIATION THAT MAINTAINS A BRANCH IN THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS TERMINATED.

(3) A FOREIGN SAVINGS ASSOCIATION THAT SEEKS TO ESTABLISH ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IN THIS STATE IS SUBJECT TO DIVISIONS (C)(1) AND (2) OF THIS SECTION AND SECTION 1151.05 OF THE REVISED CODE.

Sec. 1151.60. (A)(1) A savings and loan association ORGANIZED UNDER THE LAWS OF THIS STATE may ACQUIRE OR merge with another savings and loan A DOMESTIC association, A FOREIGN SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A SAVINGS BANK, A FOREIGN SAVINGS BANK, A STATE BANK, A NATIONAL BANK, or with a holding company affiliate BANK ORGANIZED UNDER THE LAWS OF ANOTHER STATE, upon application to and written approval of the superintendent of savings and loan associations FINANCIAL INSTITUTIONS. The superintendent shall approve a merger of a savings and loan association and a holding company affiliate only if the superintendent is of the opinion that the rights of all interested parties are protected.

(B) A savings and loan association may merge with a bank or a savings bank.

(1) If the savings and loan association is the acquiror or surviving institution, or the articles of incorporation of the new institution provide that the new institution is a savings and loan association, application to and written approval of the superintendent of savings and loan associations is required.

(2) If the savings and loan association is not the acquiror or the surviving institution, or the articles of incorporation of the new institution provide that the new institution is a bank or savings bank, notice only shall be provided the superintendent of savings and loan associations, and the merger is subject to section 1115.11 or 1161.76 of the Revised Code.

(3) For purposes of DIVISION (A)(1) OF this section, if the surviving institution or new institution is a savings and loan association ORGANIZED UNDER THE LAWS OF THIS STATE, section 1701.82 of the Revised Code governs the merger or consolidation, except that after the merger or consolidation becomes effective, the surviving or new institution shall possess, of a public and private nature, the rights, privileges, immunities, powers, franchises, and authority of a savings and loan association ORGANIZED UNDER THE LAWS OF THIS STATE.

(B) A SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE LAWS OF THIS STATE MAY MERGE WITH A HOLDING COMPANY AFFILIATE UPON APPLICATION TO AND WRITTEN APPROVAL OF THE SUPERINTENDENT. THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER ONLY IF THE SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF ALL INTERESTED PARTIES ARE PROTECTED.

(C) The limitations and conditions of Chapter 1701. of the Revised Code do not apply to a merger of a savings and loan association, the outstanding capital of which consists entirely of withdrawable shares, or which is organized under section 1151.081 of the Revised Code, provided that the plan of merger is approved by a two-thirds vote of the association's board of directors as evidenced by a merger agreement. Upon written notice to the association's board of directors, the superintendent of savings and loan associations may require that the plan of merger be submitted to the shareholders for approval in accordance with the provisions of Chapter 1701. of the Revised Code.

(D) The superintendent shall adopt rules in accordance with Chapter 119. of the Revised Code setting forth criteria that must be met for the merger of a savings and loan association and a holding company affiliate which THAT is not a savings and loan association, a STATE bank, A NATIONAL BANK, A BANK ORGANIZED UNDER THE LAWS OF ANOTHER STATE, or a savings bank.

(E) For purposes of this section, upon the consolidation or purchase of substantially all of the assets and assumption of liabilities of a savings and loan association, the superintendent of savings and loan associations, at the superintendent's discretion, may direct the secretary of state to cancel the articles of incorporation.

(F) For purposes of this section:

(1) "Holding company affiliate" means a savings and loan holding company of which a savings and loan association is a subsidiary and any other subsidiary of such holding company other than a subsidiary of such association.

(2) "Merger" includes consolidation and the purchase of substantially all of the assets and assumption of liabilities of another institution. "Merger" includes the use of an interim savings association.

Sec. 1151.71. (A) Notwithstanding any other provision of the Revised Code, no savings and loan association incorporated under the laws of any other state or having its MAIN OFFICE OR principal place of business in any other state shall receive deposits or transact any business of any kind in this state other than the lending of money, EXCEPT AS PROVIDED IN SECTIONS 1151.052, 1151.053, AND 1151.60 of the Revised Code.

(B) A savings and loan association or savings and loan holding company with its MAIN OFFICE OR principal place of business in another state may charter or otherwise acquire an Ohio savings and loan association or Ohio savings and loan holding company if the superintendent of savings and loan associations determines in his discretion that the laws of such other state, as in effect at the time the application referred to in division (C) of this section is filed, permit an Ohio savings and loan association or Ohio savings and loan holding company to charter or otherwise acquire a savings and loan association or savings and loan holding company having its principal place of business in such other state on terms that are, on the whole, substantially no more restrictive than those established under this section. If the law of such other state restricts entry by Ohio savings and loan associations or Ohio savings and loan holding companies to that state by limiting such right to only one or the other means of entry, either by de novo charter or by acquisition, then the authority granted by this section shall be similarly limited for savings and loan associations or savings and loan holding companies with their principal places of business located in that state. For a period of three years after October 17, 1985, the authority granted by this division is available only to a savings and loan association or savings and loan holding company that has its principal place of business in a state contiguous to this state, or in Delaware, District of Columbia, Florida, Illinois, Maryland, Missouri, New Jersey, Oklahoma, Tennessee, Virginia, Washington, or Wisconsin. Thereafter, such authority is available to a savings and loan association or savings and loan holding company without such limitation as to its principal place of business.

(C)(1) Any savings and loan association or savings and loan holding company proposing to charter a state savings and loan association pursuant to the authority granted by this section shall make application pursuant to and be bound by the requirements of Chapter 1151. of the Revised Code THIS CHAPTER and the rules adopted thereunder to the extent they are not inconsistent with division (B) of this section.

(2) Any savings and loan association or savings and loan holding company proposing to acquire an Ohio savings and loan association or Ohio savings and loan holding company pursuant to this section shall concurrently file with the superintendent COMPLY WITH SECTION 1151.66 OF THE REVISED CODE. AN APPLICATION FILED PURSUANT TO THAT SECTION SHALL CONSIST OF a copy of the application filed with the appropriate regulator under federal law, and shall provide the superintendent with evidence that its accounts OR THE ACCOUNTS OF ITS INSURED DEPOSITORY INSTITUTION SUBSIDIARIES are insured by the federal savings and loan DEPOSIT insurance corporation, together with. IF NO APPLICATION IS REQUIRED TO BE FILED UNDER FEDERAL LAW, THE APPLICATION SHALL CONTAIN such other information as the superintendent may prescribe, by rule, as necessary or appropriate for the purpose of making his A determination under this section AND SECTION 1151.66 of the Revised Code. Withdrawal from the federal savings and loan DEPOSIT insurance corporation terminates the authority of the foreign savings and loan association or savings and loan holding company to do business in Ohio and voids any certificate OR APPROVAL issued under this section. Within fifteen business days after its receipt, the superintendent shall accept an application for processing, request additional information to complete the application, or return the application if it is substantially incomplete. The superintendent shall give notice to the applicant of the date upon which he has determined that the application and any other required information is complete. The superintendent shall approve the acquisition within sixty days of his determination that the application and any other required information is complete, unless he finds that the applicable criteria set forth in federal savings and loan holding companies regulations, 12 C.F.R. Parts 583, 584, and 585, as amended, promulgated by the federal home loan bank board pursuant to the "Savings and Loan Holding Company Act," 73 Stat. 691, 12 U.S.C. 1730a, as amended, and the criteria set forth in this division (C)(2) have not been met. In reaching his determination, the superintendent shall also consider the following factors in relation to the applicant, its subsidiaries, and the Ohio savings and loan association or Ohio savings and loan holding company to be acquired:

(a) Their financial condition and future prospects, including their current and projected capital positions and levels of indebtedness;

(b) The competence and character of the principals and management of the applicant and the savings and loan associations or savings and loan holding companies concerned; their record of compliance with laws, rules, and regulations; and the applicant's record of fulfilling any commitments to, and any conditions imposed by, the superintendent in connection with prior applications; and

(c) The convenience and needs of the communities to be served.

The application and the acquisition to which it relates shall be deemed approved if no action is taken by the superintendent within sixty days of his determination that the application and any other required information is complete.

If the superintendent denies an application for such acquisition, the order of denial must be accompanied by a written, public opinion setting forth the reasons for denial.

(D) A nonrefundable fee of six thousand dollars shall accompany each application and an application is not complete without such fee.

(E) No application for approval of a charter or other acquisition pursuant to the authority granted by this section shall be approved by the superintendent if the superintendent determines that such approval would cause the applicant savings and loan association or savings and loan holding company to control aggregate total deposits in this state exceeding twenty per cent of the total deposits held by all banks, savings banks, and savings and loan associations located in this state as reported in the most recently available reports of condition or similar reports filed with state or federal authorities.

(F) Unless the shareholders of the Ohio savings and loan association or Ohio savings and loan holding company to be acquired have approved an amendment to its constitution, articles of incorporation, code of regulations, or comparable document that provides that this division shall not apply to such Ohio savings and loan association or Ohio savings and loan holding company, any acquisition to be made pursuant to the authority granted by this section which will result in the acquiring savings and loan association or savings and loan holding company directly or indirectly owning or controlling one-fifth or more of the voting power of the Ohio savings and loan association or Ohio savings and loan holding company must be authorized by the affirmative vote of the holders of not less than two-thirds of the voting power of the Ohio savings and loan association or Ohio savings and loan holding company to be acquired.

(G) The limitations set forth in this section do not apply to the acquisition of a state-chartered Ohio savings and loan association if, in his discretion, the superintendent determines that an emergency exists with respect to the savings and loan association to be acquired, and that the acquisition is appropriate in order to prevent the probable failure of a savings and loan association which is closed or is in danger of closing.

(H) Any savings and loan association or savings and loan holding company chartering or acquiring a savings and loan association or savings and loan holding company pursuant to the authority granted by this section shall file with the superintendent copies of the public portions of all regular and periodic reports such savings and loan association or savings and loan holding company is required to file under section 13 or 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 894, 15 U.S.C. 78m or 78o(d), as amended.

(I) If a savings and loan association or savings and loan holding company that has acquired an Ohio savings and loan association or Ohio savings and loan holding company pursuant to the authority granted by division (B) of this section ceases during the three-year period after October 17, 1985 to have its principal place of business in a state contiguous to this state, or in Delaware, District of Columbia, Florida, Illinois, Maryland, Missouri, New Jersey, Oklahoma, Tennessee, Virginia, Washington, or Wisconsin, such savings and loan association or savings and loan holding company shall divest itself of the Ohio savings and loan association or Ohio savings and loan holding company acquired pursuant to the authority granted by this section upon such terms as the superintendent, in his discretion, determines to be appropriate in the circumstances.

(J) As used in this section:

(1) "Acquire" or "acquisition" means any EITHER of the following transactions or actions:

(a) A merger, consolidation, or combination of or with an Ohio savings and loan holding company;

(b) The acquisition of the direct or indirect ownership or control of voting shares of an Ohio savings and loan holding company or an Ohio savings and loan association if, after such acquisition, the acquiring savings and loan association or savings and loan holding company will directly or indirectly own or control more than five per cent of any class of voting shares BE A CONTROLLING PERSON of the Ohio savings and loan association or Ohio THE savings and loan holding company unless the superintendent determines, in his discretion, that the nature of the acquisition is such that it should not be subject to the limitations of this section;

(c) The direct or indirect acquisition of all or substantially all of the assets of an Ohio savings and loan association or Ohio savings and loan holding company; or

(d)(b) The taking of any other action that results in the direct or indirect control of an Ohio savings and loan association or Ohio savings and loan holding company.

(2) "Ohio savings and loan association" means a domestic building and loan association as defined in division (B) of section 1151.01 of the Revised Code.

(3) "Savings and loan holding company" means any company which THAT is a savings and loan holding company as defined in 12 C.F.R. section 583.11 583.20, as amended, promulgated by PURSUANT TO SECTION 10 OF the federal home loan bank board pursuant to the "Savings and HOME OWNERS' Loan Holding Company Act OF 1933," 73 48 Stat. 691 128, 12 U.S.C. 1730a U.S.C.A. 1467a, as amended, or which THAT will become such an approved savings and loan holding company prior to or upon completion of the acquisition to be made pursuant to the authority granted by this section, AND INCLUDES A BANK HOLDING COMPANY AS DEFINED IN 12 C.F.R. SECTION 225.2 PROMULGATED PURSUANT TO SECTION 2 OF THE "BANK HOLDING COMPANY ACT OF 1956," 70 STAT. 133, 12 U.S.C.A. 1841, AS AMENDED.

(4) "Ohio savings and loan holding company" means a savings and loan holding company which THAT owns or controls one or more Ohio savings and loan associations and has its principal place of business in this state.

(5) "Principal place of business" means, AS TO A SAVINGS AND LOAN ASSOCIATION, THE STATE IN WHICH ITS MAIN OFFICE IS LOCATED, AND as to a savings and loan holding company, the state or jurisdiction in which the total deposits of all direct and indirect savings and loan INSURED DEPOSITORY INSTITUTION subsidiaries of the savings and loan holding company and any other company that has control, within the meaning of 12 C.F.R. section 583.26, as amended, promulgated by the federal home loan bank board pursuant to the "Savings and Loan Holding Company Act," 73 Stat. 691, 12 U.S.C. 1730a, as amended, of the savings and loan holding company are the largest, as shown in the most recent report of condition or similar report filed by such savings and loan INSURED DEPOSITORY INSTITUTION subsidiaries with state or federal authorities; and, as to a savings and loan association, the state or jurisdiction in which its total deposits or savings accounts and those of all its savings and loan subsidiaries, if any, are the largest, as shown in the most recent report of condition or similar report filed by the savings and loan association and its savings and loan subsidiaries with state or federal authorities.

(6) "State contiguous to this state" means the state of Pennsylvania, West Virginia, Kentucky, Indiana, or Michigan INSURED DEPOSITORY INSTITUTION" HAS THE SAME MEANING AS IN THE "FEDERAL DEPOSIT INSURANCE ACT," 64 STAT. 873 (1950), 12 U.S.C. 1811, 1813, AS AMENDED.

Sec. 1161.01. (A) In sections of the Revised Code making reference to savings banks and to the division of savings banks or the division of financial institutions:

(1) "Savings bank" means a corporation that has its home office located in this state, that is organized for the purposes of receiving deposits and raising money to be loaned to its members or to others, and that maintains at least sixty per cent of its total assets in the housing-related and other investments set forth in section 7701(a)(19)(C) of the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C.A. 1, as amended. "Savings bank" does not include banks, savings and loan associations, or credit unions.

(2) "Foreign savings bank" means a savings bank organized under the laws of another state, the home office of which is located outside this state.

(3) "Controlling person" means any person or entity which, either directly or indirectly, or acting in concert with one or more other persons or entities, owns, controls, or holds with power to vote, or holds proxies representing, fifteen per cent or more of the voting shares or rights of a savings bank or controls in any manner the election or appointment of a majority of the directors of a savings bank. However, a director of a savings bank is not deemed to be a controlling person of the savings bank based upon the director's voting, or acting in concert with other directors in voting, proxies obtained in connection with an annual A solicitation of proxies or obtained from savings account holders and borrowers if such proxies are voted as directed by a majority of the entire board of directors of the savings bank, or of a committee of the directors if the committee's composition and authority are controlled by a majority vote of the entire board and if its authority is revocable by such a majority.

(4) "Division of savings banks" may be used interchangeably with, and for all purposes has the same meaning as, "division of financial institutions."

(5) "ANOTHER STATE" MEANS ANY STATE OF THE UNITED STATES OTHER THAN THIS STATE, AND INCLUDES THE DISTRICT OF COLUMBIA AND ANY OTHER TERRITORY, INSULAR POSSESSION, OR POLITICAL SUBDIVISION OF THE UNITED STATES.

(6) "BANKING OFFICE" MEANS AN OFFICE OR OTHER PLACE AT WHICH A SAVINGS BANK RECEIVES MONEY OR ITS EQUIVALENT FROM THE PUBLIC FOR DEPOSIT AND CONDUCTS THE GENERAL BUSINESS OF A SAVINGS BANK. "BANKING OFFICE" DOES NOT INCLUDE ANY OF THE FOLLOWING:

(a) ANY LOCATION AT WHICH A SAVINGS BANK RECEIVES, BUT DOES NOT ACCEPT, CASH OR OTHER ITEMS FOR SUBSEQUENT DEPOSIT, SUCH AS BY MAIL OR ARMORED CAR SERVICE OR AT A LOCK BOX OR NIGHT DEPOSITORY;

(b) ANY STRUCTURE LOCATED WITHIN FIVE HUNDRED YARDS OF A BANKING OFFICE AND OPERATED AS AN EXTENSION OF THE SERVICES OF THE BANKING OFFICE;

(c) ANY REMOTE SERVICE UNIT OR AUTOMATED TELLER MACHINE OWNED, LEASED, OR OPERATED BY A SAVINGS BANK;

(d) ANY FACILITY LOCATED WITHIN THE GEOGRAPHICAL LIMITS OF A MILITARY INSTALLATION AT WHICH A SAVINGS BANK ONLY ACCEPTS DEPOSITS AND CASHES CHECKS;

(e) ANY LOCATION AT WHICH A SAVINGS BANK TAKES AND PROCESSES APPLICATIONS FOR LOANS AND FROM WHICH IT MAY DISBURSE LOAN PROCEEDS, BUT DOES NOT ACCEPT DEPOSITS;

(f) ANY LOCATION AT WHICH A SAVINGS BANK IS ENGAGED SOLELY IN PROVIDING ADMINISTRATIVE SERVICES FOR ITS OWN OPERATIONS OR FOR OTHER FINANCIAL INSTITUTIONS.

(7) "BRANCH" MEANS A BANKING OFFICE THAT IS NOT ALSO THE SAVINGS BANK'S PRINCIPAL OFFICE CONSISTENT WITH ITS ARTICLES OF INCORPORATION.

(8) "Superintendent" or "superintendent of savings banks" means the superintendent of the division of financial institutions of this state. Whenever the division or superintendent of savings banks is referred to or designated in any statute, rule, contract, or other document, the reference or designation shall be deemed to refer to the division or superintendent of financial institutions, as the case may be.

(B) For purposes of any chapter of the Revised Code, except Chapters 1101., 1103., 1105., 1107., 1109., 1111., 1113., 1115., 1117., 1119., 1121., 1123., 1125., 1127., 1133., 1151., 1153., 1155., 1157., 1161., 1163., and 1165., AND 1181. of the Revised Code, "building and loan association," "savings and loan association," or "financial institution" includes a savings bank as defined in section 1161.01 of the Revised Code, unless the context clearly requires otherwise.

Sec. 1161.05. (A) No savings bank shall establish an MORE THAN ONE BANKING office, maintain branches, or relocate any branch, except with the prior written approval of the superintendent of savings banks FINANCIAL INSTITUTIONS.

(B) A SAVINGS BANK MAY ESTABLISH A BRANCH AT ANY OF THE FOLLOWING LOCATIONS:

(1) ANY LOCATION IN THIS STATE;

(2) ANY LOCATION IN ANOTHER STATE;

(3) ANY LOCATION OUTSIDE THE UNITED STATES.

(C) THE SUPERINTENDENT MAY CONDITION APPROVAL OF A BRANCH AT A LOCATION IN ANOTHER STATE OR OUTSIDE THE UNITED STATES ON AN AGREEMENT SATISFACTORY TO THE SUPERINTENDENT THAT PROVIDES FOR THE FREQUENCY AND METHOD OF, AND THE REIMBURSEMENT OF EXPENSES FOR, EXAMINING THE BRANCH.

Sec. 1161.07. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION AND SECTION 1161.76 OF THE REVISED CODE, ONLY A SAVINGS BANK MAY ESTABLISH AND MAINTAIN A BRANCH IN THIS STATE.

(B)(1) A FOREIGN SAVINGS BANK MAY, UPON RECEIVING THE APPROVAL OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS, ESTABLISH A BRANCH IN THIS STATE BY CREATING A NEW BRANCH OR BY AGREEING TO ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, WHICH BRANCH IS LOCATED IN THIS STATE. THE SUPERINTENDENT SHALL NOT GRANT APPROVAL UNLESS BOTH OF THE FOLLOWING CONDITIONS ARE MET:

(a) THE FOREIGN SAVINGS BANK PROVIDES EVIDENCE TO THE SUPERINTENDENT THAT ITS ACCOUNTS ARE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

(b) THE SUPERINTENDENT DETERMINES, IN THE SUPERINTENDENT'S DISCRETION, THAT THE LAWS OF THE STATE IN WHICH THE FOREIGN SAVINGS BANK HAS ITS HOME OFFICE, WHICH LAWS ARE IN EFFECT AT THE TIME THE FOREIGN SAVINGS BANK IS SEEKING APPROVAL UNDER THIS SECTION, PERMIT A SAVINGS BANK ORGANIZED UNDER THIS CHAPTER TO ESTABLISH A NEW BRANCH OR ASSUME ALL OR SUBSTANTIALLY ALL OF THE DEPOSIT LIABILITIES OF AN EXISTING BRANCH OF A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, AS THE CASE MAY BE, IN THAT OTHER STATE ON TERMS THAT ARE, ON THE WHOLE, SUBSTANTIALLY NO MORE RESTRICTIVE THAN THOSE ESTABLISHED UNDER THIS SECTION.

(2) IF A FOREIGN SAVINGS BANK THAT MAINTAINS A BRANCH IN THIS STATE WITHDRAWS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION, ITS AUTHORITY TO MAINTAIN A BRANCH IN THIS STATE IS TERMINATED.

(3) A FOREIGN SAVINGS BANK THAT SEEKS TO ESTABLISH ADDITIONAL BRANCHES IN THIS STATE OR TO RELOCATE BRANCHES IS SUBJECT TO DIVISIONS (B)(1) AND (2) OF THIS SECTION AND SECTION 1161.05 of the Revised Code, UNLESS OTHERWISE PROVIDED BY FEDERAL LAW.

Sec. 1161.76. (A) For purposes of this section:

(1) "Holding company affiliate" means a holding company of which a savings bank is a subsidiary and any other subsidiary of the holding company other than a subsidiary of the savings bank.

(2) "Merger" includes consolidation and the purchase of substantially all the assets and assumption of liabilities of another institution. "Merger" includes the use of an interim savings bank.

(B) A savings bank may ACQUIRE OR merge with another savings bank, A FOREIGN SAVINGS BANK, A DOMESTIC ASSOCIATION, A FOREIGN SAVINGS ASSOCIATION, A FOREIGN FEDERAL ASSOCIATION, A STATE BANK, A NATIONAL BANK, or a holding company affiliate BANK ORGANIZED UNDER THE LAWS OF ANOTHER STATE, upon application to and written approval of the superintendent of savings banks FINANCIAL INSTITUTIONS. The superintendent of savings banks shall approve a merger of a savings bank and a holding company affiliate only if the superintendent of savings banks is of the opinion that the rights of all interested parties are protected.

(C) The limitations and conditions of Chapter 1701. of the Revised Code do not apply to a merger of a savings bank the outstanding capital of which consists entirely of withdrawable shares or that is organized under section 1161.11 of the Revised Code, provided the plan of merger is approved by a two-thirds vote of the savings bank's board of directors as evidenced by a merger agreement.

(D) The superintendent shall adopt rules in accordance with Chapter 119. of the Revised Code setting forth criteria that shall be met for the merger of a savings bank and a holding company affiliate that is not a savings bank, a bank, or a savings and loan association.

(E) A savings bank may merge with a bank or a savings and loan association.

(1) If the savings bank is the acquiror or surviving institution, or the articles of incorporation of the new institution provide that the new institution is a savings bank, an application to and written approval of the superintendent of savings banks is required.

(2) If the savings bank is not the acquiror or the surviving institution, or the articles of incorporation of the new institution provide that the new institution is a bank or savings and loan association, notice only shall be provided the superintendent of savings banks, and the merger is subject to section 1115.11 or 1151.60 of the Revised Code.

(3) For purposes of this section, if the surviving institution or new institution is a savings bank ORGANIZED UNDER THIS CHAPTER, section 1701.82 of the Revised Code governs the merger or consolidation, except that after the merger or consolidation becomes effective, the surviving or new institution shall possess, of a public or private nature, the rights, privileges, immunities, powers, franchises, and authority of a savings bank ORGANIZED UNDER THIS CHAPTER.

(F) A SAVINGS BANK MAY MERGE WITH A HOLDING COMPANY AFFILIATE UPON APPLICATION TO AND WRITTEN APPROVAL OF THE SUPERINTENDENT. THE SUPERINTENDENT SHALL APPROVE SUCH A MERGER ONLY IF THE SUPERINTENDENT IS OF THE OPINION THAT THE RIGHTS OF ALL INTERESTED PARTIES ARE PROTECTED.

Sec. 1161.79. (A) As used in this section:

(1) "Acquire" or "acquisition" means any of the following transactions or actions:

(a) A merger, consolidation, or combination of or with an Ohio savings bank holding company;

(b) The acquisition of the direct or indirect ownership or control of voting shares of an Ohio savings bank holding company or a AN OHIO savings bank if, after the acquisition, the acquiring savings bank or savings bank holding company will directly or indirectly own or control more than five per cent of any class of voting shares BE A CONTROLLING PERSON of the savings bank or Ohio THE savings bank holding company unless the superintendent of savings banks determines, in his discretion, that the nature of the acquisition is such that it should not be subject to the limitations of this section;

(c) The direct or indirect acquisition of all or substantially all of the assets of a savings bank or Ohio savings bank holding company;

(d)(b) The taking of any other action that results in the direct or indirect control of a AN OHIO savings bank or Ohio savings bank holding company.

(2) "Insured depository institution" has the same meaning as in the "Federal Deposit Insurance Act," 64 Stat. 873 (1950), 12 U.S.C. 1811, 1813, as amended.

(3) "Ohio savings bank holding company" means a savings bank holding company that owns or controls one or more savings banks and has its principal place of business in this state.

(4) "Principal place of business" means, as to a SAVINGS BANK, THE STATE IN WHICH ITS MAIN OFFICE IS LOCATED, AND AS TO A SAVINGS bank holding company, the state or jurisdiction in which the total deposits of all direct and indirect insured depository institution subsidiaries of the bank holding company and any other company that has control, within the meaning of section 2(a)(2) of the "Bank Holding Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841(a)(2), as amended, of the bank holding company are the largest, as shown in the most recent report of condition or similar report filed by the insured depository institution subsidiaries with state or federal authorities. "Principal place of business" means as to a savings bank, the state or jurisdiction in which its total deposits or savings accounts and those of all its savings bank subsidiaries, if any, are the largest, as shown in the most recent report of condition or similar report filed by the savings bank and its savings bank subsidiaries with state or federal authorities.

(B) Notwithstanding any other provision of the Revised Code, no savings bank incorporated under the laws of any other state or having its MAIN OFFICE OR principal place of business in any other state shall SOLICIT, receive, OR ACCEPT deposits or transact any business of any kind in this state other than the lending of money, EXCEPT AS PROVIDED IN SECTIONS 1161.07, 1161.071, AND 1161.76 of the Revised Code.

(C) A savings bank or savings bank holding company with its MAIN OFFICE OR principal place of business in another state may charter or otherwise acquire a savings bank or Ohio savings bank holding company if the superintendent determines in his discretion that the laws of the other state, as in effect at the time the application referred to in division (D) of this section is filed, permit a savings bank or Ohio savings bank holding company to charter or otherwise acquire a savings bank or savings bank holding company having its principal place of business in the other state on terms that are, on the whole, substantially no more restrictive than those established under this section. If the law of the other state restricts entry by savings banks or Ohio savings bank holding companies to that state by limiting the right to only one or the other means of entry, either by de novo charter or by acquisition, then the authority granted by this section shall be similarly limited for savings banks or savings bank holding companies with their principal places of business located in that state.

(D)(1) Any savings bank or savings bank holding company proposing to charter a savings bank pursuant to the authority granted by this section shall make application pursuant to and be bound by the requirements of this chapter and the rules adopted thereunder to the extent they are not inconsistent with division (C) of this section.

(2) Any savings bank or savings bank holding company proposing to acquire a AN OHIO savings bank or Ohio savings bank holding company pursuant to this section shall file concurrently with the superintendent COMPLY WITH SECTION 1161.78 OF THE REVISED CODE. THE APPLICATION FILED PURSUANT TO THAT SECTION SHALL CONSIST OF a copy of the application filed with the appropriate regulator under federal law, and shall provide the superintendent with evidence that its accounts OR THE ACCOUNTS OF ITS INSURED DEPOSITORY INSTITUTION SUBSIDIARIES are insured by the federal deposit insurance corporation, together with. IF NO APPLICATION IS REQUIRED TO BE FILED UNDER FEDERAL LAW, THE APPLICATION SHALL CONTAIN such other information as the superintendent may prescribe, by rule, as necessary or appropriate for the purpose of making his A determination under this section AND SECTION 1161.68 of the Revised Code. Withdrawal from the federal deposit insurance corporation terminates the authority of the foreign savings bank or savings bank holding company to do business in Ohio and voids any certificate issued under this section. Within fifteen business days after its receipt, the superintendent shall accept an application for processing, request additional information to complete the application, or return the application if it is substantially incomplete. The superintendent shall give notice to the applicant of the date upon which he has determined that the application and any other required information is complete. The superintendent shall approve the acquisition within sixty days of his determination that the application and any other required information is complete, unless he finds that the applicable criteria set forth in federal reserve regulation Y, 12 C.F.R. Part 225, Subpart B, as amended, promulgated by the federal reserve board pursuant to the "Bank Holding Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841, as amended, and the criteria set forth in division (D)(2) of this section have not been met. In reaching his determination, the superintendent also shall consider the following factors in relation to the applicant, its subsidiaries, and the savings bank or Ohio savings bank holding company to be acquired:

(a) Their financial condition and future prospects, including their current and projected capital positions and levels of indebtedness;

(b) The competence and character of the principals and management of the applicant and the savings banks or bank holding companies concerned; their record of compliance with laws, rules, and regulations; and the applicant's record of fulfilling any commitments to, and any conditions imposed by, the superintendent in connection with prior applications;

(c) The convenience and needs of the communities to be served.

(3) The application and the acquisition to which it relates shall be deemed approved if no action is taken by the superintendent within sixty days of his determination that the application and any other required information is complete.

(4) If the superintendent denies an application for such acquisition, the order of denial must be accompanied by a written, public opinion setting forth the reasons for denial.

(E) A nonrefundable fee of six thousand dollars shall accompany each application and an application is not complete without this fee.

(F) No application for approval of a charter or other acquisition pursuant to the authority granted by this section shall be approved by the superintendent if the superintendent determines that the approval would cause the applicant savings bank or savings bank holding company to control aggregate total deposits in this state exceeding twenty per cent of the total deposits held by all insured depository institutions located in this state as reported in the most recently available reports of condition or similar reports filed with state or federal authorities.

(G) Unless the members or shareholders of the savings bank or Ohio savings bank holding company to be acquired have approved an amendment to its constitution, articles of incorporation, code of regulations, or comparable document that provides that this division shall not apply to that savings bank or Ohio savings bank holding company, any acquisition to be made pursuant to the authority granted by this section which will result in the acquiring savings bank or savings bank holding company directly or indirectly owning or controlling one-fifth or more of the voting power of the savings bank or Ohio savings bank holding company must be authorized by the affirmative vote of the holders of not less than two-thirds of the voting power of the savings bank or Ohio savings bank holding company to be acquired.

(H) The limitations set forth in this section do not apply to the acquisition of a savings bank if, in his discretion, the superintendent determines that an emergency exists with respect to the savings bank to be acquired, and that the acquisition is appropriate in order to prevent the probable failure of a savings bank which is closed or is in danger of closing.

(I) Any NOTWITHSTANDING ANY OTHER PROVISION of the Revised Code, THE ACQUISITION OF ANY OHIO savings bank or OHIO savings bank holding company chartering or acquiring BY a savings bank or savings bank holding company pursuant to the authority granted by this section shall file with the superintendent copies of the public portions of all regular and periodic reports the ITS MAIN OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANOTHER STATE, WHICH INCLUDES A DIRECT OR INDIRECT ACQUISITION OF A savings bank or ELECTING TO BE TREATED AS A savings bank holding company is required to file under section 13 or 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 894, 15 U.S.C. 78m or 78o(d), as amended ASSOCIATION UNDER SECTION 10(l) OF THE "HOME OWNERS' LOAN ACT OF 1933," 48 STAT. 128, 12 U.S.C.A. 1467a(l), AS AMENDED, SHALL NOT BE SUBJECT TO THIS SECTION, BUT SHALL INSTEAD BE SUBJECT TO SECTION 1151.71 OF THE REVISED CODE AS IF THE SAVINGS BANKS AND SAVINGS BANK HOLDING COMPANIES INVOLVED WERE SAVINGS AND LOAN ASSOCIATIONS AND SAVINGS AND LOAN HOLDING COMPANIES.

Sec. 1703.01. As used in sections 1703.01 to 1703.31, inclusive, of the Revised Code:

(A) "Domestic corporation" means a corporation incorporated under the laws of this state; OR A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN THIS STATE.

(B) "Foreign corporation" means a corporation incorporated under the laws of another state; OR A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER STATE.

(C) "State" means the United States,; any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia; any foreign country whose political sovereignty is recognized by the United States; and any political subdivision of such foreign country;.

(D) "Articles" means the articles, certificates, or memorandum of incorporation or association, filed pursuant to the laws of any state for the purpose and with the effect of creating a corporation, and any amendments to such articles, certificates, or memorandum of incorporation or association; and a INCLUDES ANY special statute creating a corporation is "articles" within the meaning of this definition;.

(E) "Process" means judicial process and all notices and demands required or permitted by statute to be served upon a corporation.

Sec. 1703.02. Sections 1703.01 to 1703.31 of the Revised Code do not apply to corporations engaged in this state solely in interstate commerce, including the installation, demonstration, or repair of machinery or equipment sold by them in interstate commerce, by engineers, or by employees especially experienced as to such machinery or equipment, as part thereof; to banks, trust companies, savings and loan associations, credit unions, title guarantee and trust companies, bond investment companies, and insurance companies; or to public utility companies engaged in this state in interstate commerce.

Sec. 1703.031. (A) IF THE LAWS OF THE UNITED STATES PROHIBIT, PREEMPT, OR OTHERWISE ELIMINATE THE LICENSING REQUIREMENT OF SECTIONS 1703.01 TO 1703.31 OF THE REVISED CODE WITH RESPECT TO A CORPORATION THAT IS A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION CHARTERED UNDER THE LAWS OF THE UNITED STATES, THE MAIN OFFICE OF WHICH IS LOCATED IN ANOTHER STATE, THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION SHALL NOTIFY THE SECRETARY OF STATE THAT IT IS TRANSACTING BUSINESS IN THIS STATE BY SUBMITTING A NOTICE IN SUCH FORM AS THE SECRETARY OF STATE PRESCRIBES. THE NOTICE SHALL BE VERIFIED BY THE OATH OF THE PRESIDENT, VICE-PRESIDENT, SECRETARY, OR TREASURER OF THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, AND SHALL SET FORTH ALL OF THE FOLLOWING:

(1) THE NAME OF THE CORPORATION AND ANY TRADE NAME UNDER WHICH IT WILL DO BUSINESS IN THIS STATE;

(2) THE LOCATION AND COMPLETE ADDRESS OF ITS PRINCIPAL OFFICE;

(3) THE NAME OF THE COUNTY AND THE MUNICIPAL CORPORATION OR TOWNSHIP IN WHICH ITS PRINCIPAL OFFICE WITHIN THIS STATE, IF ANY, IS OR WILL BE LOCATED;

(4) THE APPOINTMENT OF A DESIGNATED AGENT AND THE COMPLETE ADDRESS OF SUCH AGENT;

(5) THE IRREVOCABLE CONSENT OF THE CORPORATION TO SERVICE OF PROCESS ON SUCH AGENT SO LONG AS THE AUTHORITY OF THE AGENT CONTINUES AND TO SERVICE OF PROCESS UPON THE SECRETARY OF STATE IN THE EVENTS PROVIDED FOR IN SECTION 1703.19 OF THE REVISED CODE;

(6) A BRIEF SUMMARY OF THE BUSINESS TO BE TRANSACTED WITHIN THIS STATE.

(B) THE NOTICE REQUIRED BY THIS SECTION SHALL BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING OR SUBSISTENCE, DATED NOT EARLIER THAN SIXTY DAYS PRIOR TO THE SUBMISSION OF THE NOTICE, UNDER THE SEAL OF THE PROPER OFFICIAL OF THE AGENCY OF THE UNITED STATES THAT INCORPORATED THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION, SETTING FORTH THE EXACT CORPORATE TITLE, THE DATE OF INCORPORATION, AND THE FACT THAT THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS IN GOOD STANDING OR IS A SUBSISTING BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION.

(C) UPON SUBMISSION OF THE NOTICE, A BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION SHALL PAY A FILING FEE OF ONE HUNDRED DOLLARS TO THE SECRETARY OF STATE.

(D)(1) NO SUCH NOTICE SHALL BE ACCEPTED FOR FILING IF IT APPEARS THAT THE NAME OF THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS ANY OF THE FOLLOWING:

(a) PROHIBITED BY LAW;

(b) NOT DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY OF STATE FROM THE NAME OF ANY OTHER CORPORATION, WHETHER NONPROFIT OR FOR PROFIT AND WHETHER THAT OF A DOMESTIC CORPORATION OR OF A FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE;

(c) A TRADE NAME, THE EXCLUSIVE RIGHT TO WHICH IS AT THE TIME IN QUESTION REGISTERED IN THE MANNER PROVIDED IN CHAPTER 1329. OF THE REVISED CODE, UNLESS THERE ALSO IS FILED WITH THE SECRETARY OF STATE THE CONSENT OF THE OTHER CORPORATION OR PERSON TO THE USE OF THE NAME, EVIDENCED IN A WRITING SIGNED BY ANY AUTHORIZED OFFICER OF THE OTHER CORPORATION OR AUTHORIZED PARTY OF THE OTHER PERSON OWNING THE EXCLUSIVE RIGHT TO THE REGISTERED TRADE NAME.

(2) NOTWITHSTANDING DIVISION (D)(1)(b) OF THIS SECTION, IF A NOTICE IS NOT ACCEPTABLE FOR FILING SOLELY BECAUSE THE NAME OF THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION IS NOT DISTINGUISHABLE FROM THE NAME OF ANOTHER CORPORATION OR REGISTERED TRADE NAME, THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION MAY BE AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE BY FILING WITH THE SECRETARY OF STATE, IN ADDITION TO THOSE ITEMS OTHERWISE PRESCRIBED BY THIS SECTION, A STATEMENT SIGNED BY AN AUTHORIZED OFFICER DIRECTING THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION TO TRANSACT BUSINESS IN THIS STATE UNDER AN ASSUMED BUSINESS NAME OR NAMES THAT COMPLY WITH THE REQUIREMENTS OF DIVISION (D) OF THIS SECTION AND STATING THAT THE BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION WILL TRANSACT BUSINESS IN THIS STATE ONLY UNDER THE ASSUMED NAME OR NAMES.

(E) THE SECRETARY OF STATE SHALL PROVIDE A CERTIFICATE OF RECEIPT OF NOTICE TO EACH BANK, SAVINGS BANK, OR SAVINGS AND LOAN ASSOCIATION THAT SUBMITS A NOTICE REQUIRED BY THIS SECTION.

Sec. 1703.08. From the annual report and from such other facts as the secretary of state ascertains from any further investigation which he THAT THE SECRETARY OF STATE may make, he THE SECRETARY OF STATE shall determine the number of issued shares of the corporation represented by property owned or used and business transacted in this state, at the beginning of its current annual accounting period, which number shall be the total number of its issued shares, disregarding any fraction of a share, multiplied by a fraction of which the denominator is the sum of divisions (A) and (B) of this section, and the numerator is the sum of divisions (C) and (D) of this section, as follows:

(A) The value of the property owned and used by the corporation, as shown on its books, both within and without the state, exclusive of good will carried as an asset on the books of the corporation;

(B) The total amount of business done by the corporation during its preceding annual accounting period, both within and without the state;

(C) The value of the property owned and used by the corporation within this state;

(D) The amount of business done by the corporation within this state during its preceding annual accounting period.

FOR PURPOSES OF THIS SECTION, "ISSUED SHARES" AND "TOTAL NUMBER OF ITS ISSUED SHARES," WHEN APPLIED TO A FOREIGN CORPORATION THAT DOES NOT HAVE PERMANENT NONWITHDRAWABLE CAPITAL STOCK, MEANS SUCH NUMBER AS IS DETERMINED BY A FRACTION, THE NUMERATOR OF WHICH IS THE NET CAPITAL OF THE CORPORATION AND THE DENOMINATOR OF WHICH IS THE DOLLAR AMOUNT REQUIRED FOR VOTING ONE VOTE AT AN ANNUAL OR SPECIAL MEETING OF THE CORPORATION, AS ESTABLISHED BY THE ARTICLES OF INCORPORATION OR CHARTER OF THE CORPORATION.