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As Passed by the Senate
122nd General Assembly
Regular Session
1997-1998 | Sub. S. B. No. 40 |
SENATORS WHITE-RAY-DRAKE-WATTS-DIX-CARNES-BLESSING-FINAN-GILLMOR-
GARDNER-NEIN-SUHADOLNIK-GAETH
A BILL
To amend sections 1101.01, 1101.16, 1115.01, 1115.05, 1115.11, 1115.14,
1117.01,
1121.06, 1121.11, 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, 1155.13, 1161.07, and 1163.16 and
section
1703.031, and to repeal sections 1151.052, 1155.13, 1161.07, and 1163.16 of
the
Revised Code relative to interstate branching
by and interstate acquisitions of savings and loan associations
and savings banks, interstate branching by banks, and assessments upon savings
and loan associations and savings banks.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 1101.01, 1101.16, 1115.01, 1115.05, 1115.11, 1115.14,
1117.01,
1121.06, 1121.11, 1151.01, 1151.05, 1151.60,
1151.71, 1161.01, 1161.05, 1161.76, 1161.79, 1703.01, 1703.02,
and 1703.08 be amended and new sections 1151.052, 1155.13, 1161.07, and
1163.16 and
section 1703.031 of the Revised Code be enacted to read as
follows:
Sec. 1101.01. As used in Chapters 1101. to 1127. of the Revised Code, unless
the context requires otherwise:
(A) "Affiliate" has the same meaning as in division
(A)(1) of section 1109.53 of the Revised Code and includes a subsidiary of a
bank.
(B) "Bank" means a corporation that solicits, receives, or accepts
money or its equivalent for deposit as a business, whether the deposit is made
by check or is evidenced by a certificate of deposit, passbook, note, receipt,
ledger card, or otherwise. "Bank" also includes a state bank or a corporation
doing business as a bank or savings bank under authority granted by the bank
regulatory authority of another state of the United States
or another country, but does not include a savings association, savings bank,
or credit union.
(C) "Banking office" means an office or other place at which a
bank receives money or its equivalent from the public for deposit and conducts
a general banking business. "Banking office" does not include any of the
following:
(1) Any location at which a 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;
(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 AUTOMATED TELLER MACHINE OR OTHER MONEY TRANSMISSION DEVICE OWNED,
LEASED, OR OPERATED BY A BANK;
(4) Any facility located within the geographical limits of a
military
installation at which a bank only accepts deposits and cashes checks;
(4)(5) Any location at which a bank takes and processes
applications for
loans and may disburse loan proceeds, but does not accept deposits;
(5)(6) Any location at which a bank is engaged solely in
providing
administrative support services for its own operations or for other depository
institutions.
(D) "Branch" means a banking office that is not also the bank's
principal place of business consistent with its articles of incorporation or
articles of association.
(E) "Capital" means the sum of a bank's:
(1) Paid-in capital and surplus relating to common stock;
(2) To the extent permitted by the superintendent of financial
institutions, paid-in capital and surplus relating to preferred stock;
(3) Undivided profits; and
(4) To the extent permitted by the superintendent the proceeds of the sale
of debt securities and other assets and reserves.
(F) "Control" has the same meaning as in division (H) of
section 1109.53 of the Revised Code.
(G) "Controlling shareholder" means a person who, directly or
indirectly, controls a bank.
(H) "Debt securities" means obligations issued by a bank the
holders of which, in the event of the insolvency or liquidation of the bank,
are subordinated in right of payment to the bank's depositors and general
creditors.
(I) "Federal savings association" means a federal savings and loan
association or a federal savings bank doing business under authority granted
by the office of thrift supervision.
(J) "National bank" means a bank doing
business under authority granted by the comptroller of the currency.
(K) "Net income" means all income
realized or earned less all expenses realized or accrued.
(L) "Paid-in capital" means the aggregate par value of all of a
bank's outstanding shares of all classes.
(M) "Reorganization" means a
consolidation, merger, or transfer of assets and liabilities pursuant to
Chapter 1115. of the Revised Code.
(N) "Savings association" means a
savings and loan association doing business under authority granted by the
superintendent of financial institutions pursuant to
Chapter 1151. of the Revised Code
or a federal savings association.
(O) "Savings bank" means a savings bank
doing business under authority granted by the superintendent of financial
institutions pursuant to Chapter 1161. of the
Revised Code.
(P) "State bank" means a bank doing
business under authority granted by the superintendent of financial
institutions.
(Q) "Subsidiary" has the same meaning as
in section 1109.53 of the Revised Code.
(R) "Surplus" means the total of amounts
paid for shares in excess of their respective par values, amounts contributed
other than for shares, and amounts transferred from undivided profits, less
amounts transferred to stated capital.
(S) "Trust company" means a corporation qualified and
licensed under section 1111.06 of the Revised Code to
solicit or
engage in trust business in this state, or a person that is required by
Chapter 1111. of the Revised Code to be a corporation
qualified and licensed under section 1111.06 of the Revised
Code to solicit or engage in trust business in this state.
(T) "Undivided profits" means the
cumulative undistributed amount of a bank's net income not otherwise
allocated.
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 1115.05, 1117.01, 1151.052, 1151.053, 1151.60, 1161.07, 1161.071, 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 IN THIS STATE UNLESS IT
HAS ESTABLISHED OR ACQUIRED
A BANKING OFFICE PURSUANT TO SECTION 1117.01 of the Revised Code OR
A
TRANSACTION UNDER SECTION 1115.05 of the Revised Code, 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, OR 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. 1115.01. (A)(1) A state bank may do any of the following:
(a) Convert into a national bank if the conversion is approved by
both the comptroller of the currency and the affirmative vote or written
consent of the holders of two-thirds, or such other proportion not less than a
majority as the bank's articles of incorporation require, of the outstanding
shares of each class of the bank's stock;
(b) Convert into a federal savings association if the conversion
is approved by both the office of thrift supervision and the affirmative vote
or written consent of the holders of two-thirds, or such other proportion not
less than a majority as the bank's articles of incorporation require, of the
outstanding shares of each class of the bank's stock;
(c) Convert into a savings and loan association pursuant to
section 1151.64 of the Revised Code;
(d) Convert into a savings bank pursuant to section 1161.631
of the Revised Code;
(e) CONVERT INTO A BANK DOING BUSINESS UNDER
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER
STATE, PURSUANT TO THE LAWS OF THAT STATE, IF THE CONVERSION IS
APPROVED BY THE AFFIRMATIVE VOTE OR WRITTEN CONSENT OF THE
HOLDERS OF TWO-THIRDS, OR SUCH OTHER PROPORTION NOT LESS THAN A
MAJORITY AS THE BANK'S ARTICLES OF INCORPORATION REQUIRE, OF THE
OUTSTANDING SHARES OF EACH CLASS OF THE BANK'S STOCK.
(2) A state bank that converts into a national bank, A BANK
DOING BUSINESS UNDER
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER
STATE, or a federal savings
association shall, immediately upon the conversion being effective, file with
the superintendent of financial institutions all information the
superintendent determines is
necessary to reflect in the state's records that the national bank or
federal
savings association is no longer a corporation organized and doing business
under the laws of this state.
(B)(1) A national bank, BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE
BANK REGULATORY AUTHORITY OF ANOTHER
STATE, savings association, or savings bank that
has its principal place of business in this state may, with the approval
of
the superintendent, convert into a state bank.
(2) A national bank, BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE
BANK
REGULATORY AUTHORITY OF ANOTHER
STATE, savings association, or savings bank proposing to
convert into a state bank shall submit to the superintendent an application
for the superintendent's approval of the conversion that includes all of the
following:
(a) A plan of conversion;
(b) The proposed articles of incorporation and code of
regulations of the proposed state bank;
(c) An officers' certification that the directors and
shareholders of the national bank, BANK DOING BUSINESS UNDER AUTHORITY
GRANTED BY THE BANK
REGULATORY AUTHORITY OF ANOTHER
STATE, savings association, or savings bank have
approved the plan of conversion and the proposed articles of incorporation and
code of regulations in accordance with the applicable state or federal law and
with the national bank's, savings association's, or savings bank's
articles of
association or incorporation and code of regulations or bylaws;
(d) Any other information the superintendent requires.
(3) Within ten business days after receiving an application required under
division (B)(2) of this section, the superintendent shall determine
whether to accept the application. Within ninety days after accepting an
application required under division (B)(2) of this section, the
superintendent shall approve or disapprove the application. In determining
whether to approve the national bank's, savings
association's, or savings bank's conversion into a state bank, the
superintendent shall consider all of the following:
(a) The adequacy of the capital and paid-in capital of the
proposed state bank;
(b) Whether the competence, experience, and integrity of each
director, executive officer, and controlling shareholder of the proposed state
bank meet the criteria for acquiring control of a state bank as provided in
section 1115.06 of the Revised Code;
(c) Whether the proposed state bank affords reasonable promise of
successful operation;
(d) Whether the proposed state bank meets the requirements of
Chapters 1101. to 1127. of the Revised Code.
(4) The superintendent may condition an approval of the conversion of a
national bank, BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE BANK
REGULATORY AUTHORITY OF ANOTHER
STATE, savings association, or savings bank into a state bank in
any
manner the superintendent considers appropriate.
(5)(a) If the superintendent approves a conversion of a national
bank, BANK DOING BUSINESS UNDER AUTHORITY GRANTED BY THE BANK
REGULATORY AUTHORITY OF ANOTHER
STATE, savings association, or savings bank into a state bank, the
superintendent shall forward a certificate of the approval of the conversion
and the state bank's articles of incorporation to the secretary of state, and
shall issue to the new state bank a certificate of authority to commence
business as a state bank.
(b)(i) In the case of a state bank resulting from the
conversion of a savings association organized under Chapter 1151.
of the Revised Code or a savings bank organized under Chapter 1161. of the
Revised Code, the
secretary of state shall file the certificate of the superintendent's approval
of the conversion and the state bank's articles of incorporation in a manner
reflecting the corporation is no longer doing business under
Chapter 1151. or 1161. of the Revised Code.
(ii) In the case of a state bank resulting from the conversion of
a national bank, A BANK DOING BUSINESS UNDER
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER
STATE, or a federal savings association, the secretary of state
shall
file the certificate of the superintendent's approval of the conversion and
the state bank's articles of incorporation in a manner reflecting the
state bank is newly authorized to do business under the laws of this state.
(6) The conversion shall be effective on the date indicated in the
superintendent's approval. Without further act or deed, the state bank
resulting from the conversion shall have all property, rights, interests, and
powers of its predecessor national bank, savings association, or
savings bank
within the limits of the charter of the resulting state bank, and all duties,
trusts, obligations, and liabilities of the predecessor national bank,
savings
association, or savings bank shall continue in the state bank resulting from
the conversion.
Sec. 1115.05. (A) As used in this section:
(1) "Acquire" or "acquisition" means any of the following transactions or
actions:
(a) A merger or consolidation with, or purchase of assets from,
a bank holding company that has acquired an Ohio bank;
(b) The acquisition of the direct or indirect ownership or
control of voting shares of an Ohio bank if, after the acquisition,
the acquiring bank holding company
will directly or indirectly own or control more than five per cent of any
class of voting shares of the Ohio bank, unless the superintendent
of financial institutions determines, in the
superintendent's discretion, due to the nature of the acquisition, it
should not be subject to the limitations of this section;
(c) The merger or consolidation of an Ohio bank with, or
the transfer of assets from an Ohio bank to, another Ohio
bank, whether previously acquired EXISTING or chartered for the
purpose of the
transaction;
(d) Any other action that results in the direct or indirect
control of an Ohio bank.
(2) "Ohio bank" means a state bank or a national bank whose
principal place of business is in this state.
(B) Subject to division (C) of this section, a BANK OR bank
holding company whose principal place of business is in this state or any
other state may
charter or otherwise acquire an Ohio bank if, upon consummation of
the acquisition, either BOTH of the
following will apply:
(1) The acquiring BANK OR bank holding company, through its affiliate
banks,
savings banks, and savings associations, does not control more than ten per
cent of the total deposits of banks, savings banks, and savings associations
in the United States, and EITHER OF THE FOLLOWING APPLIES:
(a) THE ACQUIRING BANK OR BANK HOLDING COMPANY does not
control more than thirty
per cent of the total deposits
of banks, savings banks, and savings associations in this state.
(2)(b) The acquiring BANK OR bank holding company,
through its affiliate
banks,
savings banks, and savings associations, does not control more than ten per
cent of the total deposits of banks, savings banks, and savings associations
in the United States, but does control CONTROLS more than thirty
per
cent of the total deposits of
banks, savings banks, and savings associations in this state, if
AND the
superintendent approved the acquisition after determining the anticompetitive
effects of the acquisition were clearly outweighed in the public interest by
the probable effect of the transaction.
(2) EXCEPT IN THE CASE OF A FOREIGN BANK SUBJECT
TO CHAPTER 1119. OF THE
REVISED
CODE OR A BANK THAT BY THE
TERMS OF ITS ARTICLES OF INCORPORATION OR ASSOCIATION IS NOT
PERMITTED TO SOLICIT OR ACCEPT DEPOSITS OTHER THAN TRUST FUNDS,
THE OHIO BANK OR ANY BANK THAT
HAS BANKING OFFICES IN THIS STATE WILL BE AN INSURED BANK AS
DEFINED IN SECTION3(h) OF THE
"FEDERAL
DEPOSIT
INSURANCE
ACT," 92
STAT. 614(1978), 12
U.S.C.A.
1813(h).
(C)(1) Any bank holding company proposing to charter a state bank
under this section shall comply with Chapter 1113. of the Revised Code and any
rules adopted to implement that chapter.
(2) If, after the proposed acquisition, the acquiring BANK OR bank
holding company
will control an existing state bank the acquiring BANK OR bank holding
company
did not control before the acquisition, AND THE ACQUISITION DOES NOT
INCLUDE THE MERGER OR
CONSOLIDATION OF THE EXISTING STATE BANK WITH ANOTHER
BANK, the acquiring BANK OR bank holding company
shall comply with section 1115.06 of the Revised Code and any rules adopted to
implement that section.
(3) If the proposed acquisition will be accomplished by means of a merger
or consolidation with a state bank and the resulting bank of the merger or
consolidation will be a state bank, the state bank shall comply with section
1115.11 of the Revised Code and any rules adopted to implement that section.
(4) If the proposed acquisition will be accomplished by means of a
transfer of assets and liabilities to a state bank, the state bank shall
comply with section 1115.14 of the Revised Code and any rules adopted to
implement that section.
(5) If the proposed acquisition will be accomplished by forming a bank to
which the bank to be acquired will transfer assets and liabilities, or with
which the bank to be acquired will be merged or consolidated and the resulting
bank will be a state bank, the acquiring bank holding company shall comply
with section 1115.23 of the Revised Code and any rules adopted to implement
that section.
Sec. 1115.11. (A) A state bank may consolidate or merge with
another state bank, A BANK DOING BUSINESS UNDER
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER
STATE, or a national bank, savings bank, or savings association
that has, REGARDLESS OF WHERE IT MAINTAINS its principal
place of business in this state, with the approval of
all of the following:
(1) The directors of both constituent corporations;
(2) The shareholders of each constituent state bank by the affirmative
vote or written consent of the holders of two-thirds, or such other proportion
not less than a majority as the state bank's articles of incorporation
provide, of the outstanding shares of each class of the state bank's stock;
(3) The shareholders of the OTHER constituent national bank,
savings bank, or
savings association as required by the applicable state or federal law;
(4) One of the following, as applicable:
(a) If the resulting corporation will be a state bank, a savings
bank, or a savings and loan association doing business under authority
granted pursuant to Chapter 1151. of the Revised Code, the superintendent
of financial institutions;
(b) If the resulting corporation will be a national bank, the
comptroller of the currency;
(c) If the resulting corporation will be a federal savings
association, the director of the office of thrift supervision;
(d) IF THE RESULTING CORPORATION WILL BE A BANK, SAVINGS BANK, OR
SAVINGS ASSOCIATION
DOING BUSINESS UNDER AUTHORITY GRANTED BY THE REGULATORY
AUTHORITY OF ANOTHER STATE, THE STATE REGULATORY AUTHORITY
UNDER WHICH THE BANK, SAVINGS BANK, OR SAVINGS ASSOCIATION IS DOING
BUSINESS.
(B) For a merger or consolidation in which the
resulting or surviving corporation will be a state bank, the constituent
corporations, in
the case of a consolidation, and the constituent corporation that will be the
surviving corporation, in the case of a merger, shall file with the
superintendent an application for the superintendent's approval that
includes all of the following:
(1) An officers' certification that the transaction has been approved by
the directors and shareholders of each constituent corporation in accordance
with the applicable state or federal law, articles of incorporation or
association, code of regulations, or bylaws;
(2) A copy of the consolidation or merger agreement;
(3) Any other information the superintendent requires.
(C) The consolidation or merger agreement required under division
(B)(2) of this section shall include all of the following:
(1) The names of the constituent corporations;
(2) The agreement that the named constituent corporations will consolidate
into a new state bank or the other named constituent corporations will
merge with or into one specified constituent corporation;
(3) Subject to the limitations set forth in
section 1103.07 of the Revised Code, the name
of the state bank resulting from the consolidation or surviving the merger;
(4) The place in this state where the resulting or surviving bank's
principal place of business is to be located;
(5) In the case of a consolidation, the contents of the resulting bank's
articles of incorporation, consistent with section 1103.06 of the Revised
Code;
(6) In the case of a merger, any amendment to the surviving bank's
articles of incorporation;
(7) The names and addresses of the directors of the resulting or surviving
bank;
(8) The terms of the consolidation or merger, how the consolidation or
merger will be effected, and how any consideration provided for will be
distributed to the shareholders of the constituent corporations.
(D) Within ten business days after receiving an application
required under division (B) of this section, the superintendent shall
determine whether to accept the application. IF THE TRANSACTION IS WITH A
BANK, SAVINGS BANK, OR
SAVINGS ASSOCIATION DOING BUSINESS UNDER AUTHORITY GRANTED BY A
REGULATORY AUTHORITY OTHER THAN THE SUPERINTENDENT, THE
SUPERINTENDENT SHALL NOTIFY THE REGULATORY AUTHORITY UNDER WHICH
THE BANK, SAVINGS BANK, OR SAVINGS ASSOCIATION IS DOING BUSINESS
OF THE APPLICATION AND SOLICIT THAT REGULATORY AUTHORITY'S
COMMENTS. Within ninety days after
accepting an application required
under division (B) of this section, the superintendent shall approve
or disapprove the application. In making that determination, the
superintendent shall consider all of the following:
(1) Whether the transaction would result in a monopoly or would further
any combination or conspiracy to monopolize or to attempt to monopolize the
business of banking in any part of this state and any markets served by the
resulting or surviving bank;
(2) Whether the effect of the proposed transaction in any part of this
state and any markets served by the resulting or surviving bank may be to
substantially
lessen competition, tend to create a monopoly, or in any other manner restrain
trade, unless the superintendent finds the anticompetitive effects of the
transaction would clearly be outweighed in the public interest by the probable
effect of the transaction in meeting the convenience and needs of the
community to be served;
(3) The financial and managerial resources and future prospects of the
banks involved;
(4) The convenience and needs of the communities to be served;
(5) Whether, upon completion of the transaction, the resulting or
surviving state bank
will meet the requirements of Chapters 1101. to 1127. of the Revised
Code;
(6) THE COMMENTS OF ANY REGULATORY AUTHORITY NOTIFIED IN ACCORDANCE WITH
DIVISION (D) OF THIS SECTION.
(E) The superintendent may condition approval of an application
under division (D) of this section in any manner the superintendent
considers appropriate.
(F) Before consummating a consolidation or merger authorized
under division (A) of this section, a state bank shall deliver to the
superintendent a certificate of consolidation or merger that satisfies the
requirements of section 1701.81 of
the Revised Code. The superintendent shall file the
certificate of consolidation or merger with the secretary of state and, if the
resulting or surviving bank of the consolidation or merger is a state bank,
shall file a
certified copy of the superintendent's approval of the consolidation or merger
with the certificate.
(G) In the case of a consolidation or merger in which the
resulting or surviving corporation is a state bank, the directors and other
officers named
in the agreement of consolidation or merger shall serve until the date fixed
in the agreement or provided in the resulting or surviving bank's code of
regulations or by statute for the next annual meeting.
(H) When a consolidation or merger becomes effective, the
existence of each of the constituent corporations ceases as a separate
entity, but continues in the resulting or surviving
corporation, within the limits of the charter of the resulting or surviving
corporation and subject to section 1115.20 of the Revised Code, without
further
act or deed and within the limits of the charter of the resulting or surviving
corporation,
the resulting or surviving corporation has all assets and property, the
rights, privileges,
immunities, powers, franchises, and authority, and all obligations and trusts
of each party to the merger or consolidation and the duties and liabilities
connected with them. The resulting or surviving corporation shall perform
every trust or
relation it has in the same manner as if it had itself originally assumed the
trust or relation and the obligations and liabilities connected with it.
Sec. 1115.14. (A) A state bank may transfer assets and liabilities
to, and acquire assets and liabilities from, another state bank, A
BANK DOING BUSINESS UNDER
AUTHORITY GRANTED BY THE BANK REGULATORY AUTHORITY OF ANOTHER
STATE, or a national
bank, savings bank, or savings association that has,
REGARDLESS OF WHERE IT MAINTAINS its principal place of
business in this state, with the approval of all of the
following:
(1) The directors of both constituent corporations;
(2) If the assets to be transferred equal more than fifty per cent of the
assets of a transferring or acquiring state bank at the time of the transfer,
the shareholders of the state bank by the affirmative vote or written consent
of the holders of two-thirds, or such other proportion not less than a
majority as the state bank's articles of incorporation provide, of the
outstanding shares of each class of the state bank's stock;
(3) The shareholders of the OTHER constituent national bank,
savings bank, or
savings association as required by the applicable state or federal law;
(4) If the assets to be transferred equal more than fifty per cent of the
assets of the acquiring state bank, the superintendent of financial
institutions.
(B) In the case of a transfer of assets and liabilities for which
the superintendent's approval is required under division (A)(4) of
this section, the acquiring state bank shall file with the superintendent an
application that includes all of the following:
(1) An officers' certification that the transaction has been approved by
the directors and shareholders of each constituent corporation in accordance
with the applicable state or federal law, articles of incorporation or
association, code of regulations, or bylaws;
(2) A copy of the transfer agreement;
(3) Any other information the superintendent requires.
(C) The transfer agreement required under division
(B)(2) of this section shall include all of the following:
(1) The names of the constituent corporations;
(2) The agreement of the named constituent corporations that specified
assets and liabilities of one will be transferred to the other in exchange for
specified consideration;
(3) Any changes to be made in the directors of officers of the acquiring
state bank;
(4) Any amendments to the acquiring state bank's articles of
incorporation;
(5) The terms of the transfer, how the transfer will be effected, and how
any consideration provided for will be distributed to the transferring
corporation or its shareholders.
(D) Within ten business days after receiving an application
required under division (B) of this section, the superintendent shall
determine whether to accept the application. IF THE TRANSACTION IS WITH A
BANK, SAVINGS BANK, OR
SAVINGS ASSOCIATION DOING BUSINESS UNDER AUTHORITY GRANTED BY A
REGULATORY AUTHORITY OTHER THAN THE SUPERINTENDENT, THE
SUPERINTENDENT SHALL NOTIFY THE REGULATORY AUTHORITY THAT GRANTED
THE AUTHORITY UNDER WHICH THE BANK, SAVINGS BANK, OR SAVINGS
ASSOCIATION IS DOING BUSINESS OF THE APPLICATION AND SOLICIT
THAT REGULATORY AUTHORITY'S COMMENTS. Within ninety days after
accepting an application required
under division (B) of this section, the superintendent shall approve
or disapprove the application. In making that determination, the
superintendent shall consider all of the following:
(1) Whether the transaction would result in a monopoly or would further
any combination or conspiracy to monopolize or to attempt to monopolize the
business of banking in any part of this state and any markets served by the
acquiring bank;
(2) Whether the effect of the proposed transaction in any part of this
state and any markets served by the acquiring bank may be to substantially
lessen competition, tend to create a monopoly, or in any other manner restrain
trade, unless the superintendent finds that the anticompetitive effects of the
transaction would clearly be outweighed in the public interest by the probable
effect of the transaction in meeting the convenience and needs of the
community to be served;
(3) The financial and managerial resources and future prospects of the
banks involved;
(4) The convenience and needs of the communities to be served;
(5) Whether, upon completion of the transaction, the acquiring state bank
will meet the requirements of Chapters 1101. to 1127. of the Revised
Code;
(6) THE COMMENTS OF ANY REGULATORY AUTHORITY NOTIFIED
IN ACCORDANCE WITH DIVISION (D)
OF THIS SECTION.
(E) The superintendent may condition approval of an application
under division (D) of this section in any manner the superintendent
considers appropriate.
(F) In the case of a transfer of assets and liabilities involving
a state bank that is not the acquiring corporation and that will not continue
operations after the transaction, the state bank shall, immediately upon the
transfer of assets and liabilities being effective, provide the
superintendent with the necessary dissolution certificates and affidavits for
the superintendent to file the dissolution with the secretary of state.
(G) When a national bank, state bank, savings bank, or savings
association transfers its assets and liabilities to a state bank, the
acquiring state bank shall be possessed of the rights, privileges, and powers
of the transferor with respect to the transferred assets within the limits of
the charter of the acquiring state bank.
Sec. 1117.01. (A) Only SUBJECT TO SECTION 1115.05 AND
CHAPTER 1119.
of the Revised Code, a bank with, REGARDLESS OF THE LOCATION
OF
its principal place of business
in this state, may establish OR ACQUIRE and maintain a
banking office in this state.
(B)(1) With the prior written approval of the superintendent of
financial institutions obtained in accordance
with section 1117.02 of the Revised Code, a bank doing business
under authority granted by the superintendent may establish OR ACQUIRE
a banking office
at any of the following locations:
(a) Any location in this state;
(b) Any location in another state of the United
States;
(c) Any location outside the United States.
(2) The superintendent may condition approval of a banking office at any
location authorized by division (B)(1)(b) or (c)
of this section on an agreement satisfactory to the superintendent providing
for the times, method, and reimbursement of expenses for examining the banking
office.
Sec. 1121.06. (A) Notwithstanding any provision of the Revised Code, if any
regulation, rule, interpretation, procedure, or guideline of the comptroller
of the currency, federal deposit insurance corporation, or federal
reserve
board, OR THE BANK REGULATORY AUTHORITY OF ANY OTHER STATE OF THE
UNITED STATES puts a bank or trust company doing
business under authority granted by
the superintendent of financial institutions at a disadvantage to a national
bank, the superintendent may adopt a rule that reduces or eliminates the
disadvantage to a bank or trust company doing business under authority
granted by the superintendent.
(B) The superintendent shall adopt rules authorized by division
(A) of this section in accordance with section 111.15 of the Revised Code.
Chapter
119. of the Revised Code does not apply to rules adopted under the authority
of this section.
(C) A rule adopted by the superintendent pursuant to the
authority of this section is effective on the later of the following dates:
(1) The date the superintendent issues the rule;
(2) The date the regulation, rule, interpretation, procedure, or guideline
the superintendent's rule is based on becomes effective.
(D) The superintendent may, upon thirty days' written notice,
revoke any rule adopted under the authority of this section. A rule adopted
under the authority of this section and not revoked by the superintendent
lapses and has no further force and effect thirty months after its effective
date.
Sec. 1121.11. (A) In administering Chapters 1101. to
1127. of the Revised Code and fulfilling the
duties imposed by those chapters, including the
duty imposed by section 1121.10 of the Revised
Code, the superintendent of financial
institutions may do any of the following:
(1) Participate with financial institution regulatory authorities of other
states, the United States, and other countries in any of the
following:
(a) Programs for alternate examinations of the records and
affairs of banks and trust companies over which they have concurrent
jurisdiction;
(b) Joint or concurrent examinations of the records and affairs
of banks and trust companies over which they have concurrent jurisdiction;
(c) Coordinated examinations of the records and affairs of banks
and trust companies over which they have collective jurisdiction.
(2) Conduct, participate in, or coordinate independent, concurrent, joint,
or coordinated examinations of the records and affairs of banks and trust
companies and otherwise act on behalf of financial institution regulatory
authorities of other states, the United States, and other
countries having jurisdiction over the banks and trust companies;
(3) Rely on information leading to, arising from, or obtained in the
course of examinations conducted by financial institution regulatory
authorities of other states, the United States, and other
countries when both of the following apply:
(a) Pursuant to agreement and applicable law, the superintendent
may receive and use the information leading to, arising from, or obtained in
the course of the other regulatory authorities' examinations in administering
Chapters 1101. to 1127. of the Revised Code and acting under the authority of those
chapters;
(b) In the superintendent's judgment the other regulatory
authorities' personnel, practices, and authority warrant the superintendent's
reliance.
(4) Authorize financial institution regulatory authorities of other
states, the United States, and other countries to receive
and use information leading to, arising from, or obtained in the course of
examinations conducted by the division of financial institutions in the same
manner and for the purposes they could use information leading to, arising
from, or obtained in the course of their own examinations when both of the
following apply:
(a) Pursuant to applicable law, information leading to, arising
from, or obtained in the course of examinations the other regulatory
authorities conduct is protected from general disclosure and may only be
disclosed for purposes similar to those provided in section 1121.18 of the Revised Code,
which are principally regulatory in nature, for disclosure of information
leading to, arising from, or obtained in the course of examinations conducted
by the division;
(b) Pursuant to agreement and applicable law, information leading
to, arising from, or obtained in the course of examinations conducted by the
division will, in the other regulatory authorities' possession or the
possession of any persons to whom the other regulatory authorities disclosed
the information as a part of examinations of those persons, be protected from
disclosure to the same extent as information leading to, arising from, or
obtained in the course of those regulatory authorities' examinations.
(5) Rely on the actions of financial institution regulatory authorities of
other states, the United States, or other countries, or
participate with them jointly, in responding to violations of law, unsafe or
unsound practices, breaches of fiduciary duty, or other regulatory concerns
affecting banks and trust companies over which they have concurrent
jurisdiction when the other regulatory authorities have adequate personnel,
practices, and authority to warrant the reliance;
(6) Implement other cooperative arrangements with financial institution
regulatory authorities of other states, the United States,
and other countries consistent with safety and soundness.
(B) No person shall use any reliance by the superintendent, in
whole or in part, on financial institution regulatory authorities of other
states, the United States, or other countries in accordance
with division (A) of this section to support any assertion of either
of the following:
(1) Failure of the superintendent or division to properly administer
Chapters 1101. to 1127. of the Revised Code or fulfill the duties imposed by those
chapters;
(2) Disagreement by the superintendent or division with any action taken
by financial institution regulatory authorities of other states, the
United States, or other countries.
(C) IN CONDUCTING, PARTICIPATING IN,
OR COORDINATING INDEPENDENT, CONCURRENT, JOINT, OR COORDINATED
EXAMINATIONS OF THE RECORDS AND AFFAIRS OF BANKS AND TRUST
COMPANIES, THE SUPERINTENDENT MAY PURCHASE SERVICES FROM
FINANCIAL INSTITUTION REGULATORY AUTHORITIES OF OTHER STATES,
THE UNITED
STATES, AND OTHER COUNTRIES,
INCLUDING SERVICES PROVIDED BY EMPLOYEES OF OTHER FINANCIAL
INSTITUTION REGULATORY AUTHORITIES IN THEIR CAPACITIES AS
EMPLOYEES OF OTHER FINANCIAL INSTITUTION REGULATORY AUTHORITIES. THE PURCHASE
OF SERVICES FROM ONE OR MORE FINANCIAL INSTITUTION
REGULATORY AUTHORITIES OF OTHER STATES, THE
UNITED
STATES, OR OTHER COUNTRIES IS
THE PURCHASE OF SERVICES FROM A SOLE SOURCE PROVIDER AND IS NOT
THE EMPLOYMENT OF ANY FINANCIAL INSTITUTION REGULATORY AUTHORITY
OR ANY OF ITS EMPLOYEES.
THE AUTHORITY TO PURCHASE SERVICES PURSUANT TO THIS
DIVISION DOES NOT IMPAIR THE SUPERINTENDENT'S AUTHORITY TO
PURCHASE SERVICES FROM ANY OTHER SOURCE.
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 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. 1155.13. (A)(1) EACH SAVINGS AND LOAN ASSOCIATION SUBJECT
TO INSPECTION AND EXAMINATION BY THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS
AND TRANSACTING BUSINESS IN THIS STATE AS OF THE THIRTY-FIRST DAY OF
DECEMBER OF THE PRIOR FISCAL YEAR, OR THE SAVINGS AND LOAN
ASSOCIATION'S SUCCESSOR IN INTEREST, SHALL PAY ANNUAL ASSESSMENTS TO THE
SUPERINTENDENT AS PROVIDED IN THIS SECTION.
(2) AFTER DETERMINING THE BUDGET OF THE DIVISION OF FINANCIAL INSTITUTIONS
FOR EXAMINATION AND REGULATION OF SAVINGS AND LOAN ASSOCIATIONS, BUT PRIOR TO
ESTABLISHING THE ANNUAL ASSESSMENT AMOUNT NECESSARY TO FUND THAT BUDGET, THE
SUPERINTENDENT SHALL INCLUDE ANY AMOUNTS COLLECTED BUT NOT YET EXPENDED OR
ENCUMBERED BY THE SUPERINTENDENT IN THE PREVIOUS FISCAL YEAR'S BUDGET AND
REMAINING IN THE BUILDING AND LOAN ASSOCIATIONS FUND FROM THE AMOUNT TO BE
ASSESSED. BASED UPON THE RESULTING BUDGET AMOUNT, THE SUPERINTENDENT SHALL
MAKE AN ASSESSMENT UPON EACH SAVINGS AND LOAN ASSOCIATION BASED ON THE TOTAL
ASSETS AS SHOWN ON THE BOOKS OF THE SAVINGS AND LOAN ASSOCIATION AS OF THE
THIRTY-FIRST DAY OF DECEMBER OF THE PREVIOUS FISCAL YEAR. THE
ASSESSMENTS SHALL BE COLLECTED ON AN ANNUAL OR PERIODIC BASIS WITHIN THE
FISCAL YEAR, AS DETERMINED BY THE SUPERINTENDENT.
(3) A SAVINGS AND LOAN ASSOCIATION AUTHORIZED BY THE SUPERINTENDENT TO
COMMENCE BUSINESS IN THE PERIOD BETWEEN ASSESSMENTS SHALL PAY THE ACTUAL
REASONABLE COSTS OF THE DIVISION'S EXAMINATIONS AND VISITATIONS.
(B) ASSESSMENTS AND FEES CHARGED PURSUANT TO THIS SECTION SHALL
BE PAID WITHIN FOURTEEN DAYS AFTER RECEIVING AN INVOICE FOR PAYMENT OF THE
ASSESSMENT OR FEE.
ANY ASSESSMENT OR FEE COLLECTED IS NOT REFUNDABLE.
(C) THE SUPERINTENDENT SHALL PAY ALL ASSESSMENTS AND FEES CHARGED
PURSUANT TO THIS SECTION AND ALL FORFEITURES REQUIRED TO BE PAID TO THE
SUPERINTENDENT INTO THE STATE TREASURY TO THE CREDIT OF THE BUILDING AND LOAN
ASSOCIATIONS FUND.
(D) ANY MONEY DEPOSITED INTO THE STATE TREASURY TO THE CREDIT OF
THE BUILDING AND LOAN ASSOCIATIONS FUND, BUT NOT EXPENDED OR ENCUMBERED BY THE
SUPERINTENDENT TO DEFRAY THE COSTS OF ADMINISTERING CHAPTERS 1151. TO
1157. of the Revised Code, SHALL REMAIN IN THE BUILDING AND LOAN ASSOCIATIONS FUND FOR
EXPENDITURES BY THE SUPERINTENDENT IN SUBSEQUENT YEARS IN THE ADMINISTRATION
OF CHAPTERS 1151. TO 1157. of the Revised Code.
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 1161.78 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. 1163.16. (A)(1) EACH SAVINGS BANK SUBJECT
TO INSPECTION AND EXAMINATION BY THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS
AND TRANSACTING BUSINESS IN THIS STATE AS OF THE THIRTY-FIRST DAY OF
DECEMBER OF THE PRIOR FISCAL YEAR, OR THE SAVINGS BANK'S SUCCESSOR IN
INTEREST, SHALL PAY ANNUAL ASSESSMENTS TO THE
SUPERINTENDENT AS PROVIDED IN THIS SECTION.
(2) AFTER DETERMINING THE BUDGET OF THE DIVISION OF FINANCIAL INSTITUTIONS
FOR EXAMINATION AND REGULATION OF SAVINGS BANKS, BUT PRIOR TO
ESTABLISHING THE ANNUAL ASSESSMENT AMOUNT NECESSARY TO FUND THAT BUDGET, THE
SUPERINTENDENT SHALL INCLUDE ANY AMOUNTS COLLECTED BUT NOT YET EXPENDED OR
ENCUMBERED BY THE SUPERINTENDENT IN THE PREVIOUS FISCAL YEAR'S BUDGET AND
REMAINING IN THE SAVINGS BANKS FUND FROM THE AMOUNT TO BE
ASSESSED. BASED UPON THE RESULTING BUDGET AMOUNT, THE SUPERINTENDENT SHALL
MAKE AN ASSESSMENT UPON EACH SAVINGS BANK BASED ON THE TOTAL
ASSETS AS SHOWN ON THE BOOKS OF THE SAVINGS BANK AS OF THE
THIRTY-FIRST DAY OF DECEMBER OF THE PREVIOUS FISCAL YEAR. THE
ASSESSMENTS SHALL BE COLLECTED ON AN ANNUAL OR PERIODIC BASIS WITHIN THE
FISCAL YEAR, AS DETERMINED BY THE SUPERINTENDENT.
(3) A SAVINGS BANK AUTHORIZED BY THE SUPERINTENDENT TO
COMMENCE BUSINESS IN THE PERIOD BETWEEN ASSESSMENTS SHALL PAY THE ACTUAL
REASONABLE COSTS OF THE DIVISION'S EXAMINATIONS AND VISITATIONS.
(B) ASSESSMENTS AND FEES CHARGED PURSUANT TO THIS SECTION SHALL
BE PAID WITHIN FOURTEEN DAYS AFTER RECEIVING AN INVOICE FOR PAYMENT OF THE
ASSESSMENT OR FEE.
ANY ASSESSMENT OR FEE COLLECTED IS NOT REFUNDABLE.
(C) THE SUPERINTENDENT SHALL PAY ALL ASSESSMENTS AND FEES CHARGED
PURSUANT TO THIS SECTION AND ALL FORFEITURES REQUIRED TO BE PAID TO THE
SUPERINTENDENT INTO THE STATE TREASURY TO THE CREDIT OF THE SAVINGS BANKS
FUND.
(D) ANY MONEY DEPOSITED INTO THE STATE TREASURY TO THE CREDIT OF
THE SAVINGS BANKS FUND, BUT NOT EXPENDED OR ENCUMBERED BY THE
SUPERINTENDENT TO DEFRAY THE COSTS OF ADMINISTERING CHAPTERS 1161. TO
1165. of the Revised Code, SHALL REMAIN IN THE SAVINGS BANKS FUND FOR
EXPENDITURES BY THE SUPERINTENDENT IN SUBSEQUENT YEARS IN THE ADMINISTRATION
OF CHAPTERS 1161. TO 1165. of the Revised Code.
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, MEAN 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.
Section 2. That existing sections 1101.01, 1101.16, 1115.01, 1115.05, 1115.11,
1115.14,
1117.01, 1121.06, 1121.11, 1151.01, 1151.05,
1151.60, 1151.71, 1161.01, 1161.05, 1161.76, 1161.79, 1703.01,
1703.02, and 1703.08 and sections 1151.052, 1155.13, 1161.07, and 1163.16 of
the
Revised Code are hereby repealed.
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