Illinois Administrative Code
Title 38 - FINANCIAL INSTITUTIONS
Part 1075 - SAVINGS BANK ACT
Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK
Section 1075.1990 - Articles of Incorporation - Restrictions Permitted
Universal Citation: 38 IL Admin Code ยง 1075.1990
Current through Register Vol. 48, No. 12, March 22, 2024
a) A converting savings bank's articles of incorporation may include the following provision:
1) Certain Provisions Applicable for 5 Years.
Notwithstanding anything contained in the savings bank's charter article,
articles of incorporation, or bylaws to the contrary, for a period of (specify
number of years up to 5) years from the date of completion of the conversion of
the savings bank from mutual to stock form, the following provisions shall
apply:
A) Beneficial Ownership Limitation.
Except for sales of stock required by the federal insurer of accounts or the
Director, no person shall directly or indirectly offer to acquire or acquire
the beneficial ownership of more than 10% of any class of an equity security of
the savings bank. This limitation shall not apply to a transaction in which the
savings bank forms a holding company without change in the respective
beneficial ownership interests of its stockholders other than pursuant to the
exercise of any dissenter and appraisal rights, the purchase of shares by
underwriters in connection with a public offering, or the purchase of shares by
a employee stock benefit plan. In the event shares are acquired in violation of
this Section, all shares beneficially owned by any person in excess of 10%
shall be considered "excess shares" and shall not be counted as shares entitled
to vote and shall not be voted by any person or counted as voting shares in
connection with any matters submitted to the stockholders for a vote. For
purposes of this provision, the following definitions apply: the term "person"
includes an individual, a group acting in concert, a corporation, a
partnership, an association, a joint stock company, a trust, an unincorporated
organization or similar company, a syndicate or any other group formed to
acquire, hold or dispose of the equity securities of the savings bank; the term
"offer" includes every offer to buy or otherwise acquire, solicitation of an
offer to sell, tender offer for, or request or invitation for tenders of, a
security or interest in a security for value; the term "acquire" includes every
type of acquisition, whether effected by purchase, exchange, operation of law
or otherwise; and the term "acting in concert" means knowing participation in a
joint activity or conscious parallel action towards a common goal whether
pursuant to an express agreement, or a combination or pooling of voting or
other interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangements,
whether written or otherwise.
B)
Cumulative Voting Limitation. Stockholders shall not be permitted to cumulate
their votes for election of organization directors.
C) Call for Special Meetings. Special
meetings of stockholders relating to changes in control of the association or
amendments to its charter shall be called only upon direction of the board of
directors.
2) If the
savings bank chooses to include the provisions allowed pursuant to this
subsection (a), the language in subsection (a)(1) constitutes the exact
language that shall be used in the savings bank's articles of incorporation,
except that in the subsection (a)(1), a number of years, up to 5 years, shall
be substituted for the language, "(specify number of years up to 5)".
b) There may also be included in the articles of incorporation any provision that could be approved as an amendment pursuant to Section 1075.1710. Such provisions must be approved by the Director. Application for such approval must include independent counsel's opinion that the proposed provision would be permitted to be adopted in a corporation chartered by Illinois pursuant to the Business Corporation Act of 1983.
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