Illinois Compiled Statutes 205 ILCS 5/68 – Voluntary dissolution
Current as of: 2024 | Check for updates
|
Other versions
A state bank may elect to dissolve voluntarily and wind up its affairs by the act of the bank in the following manner:
(1) The board of directors shall adopt a resolution recommending that the bank be dissolved voluntarily and directing that the question of such dissolution be submitted to a vote at a meeting of stockholders which may be either an annual or special meeting.
(2) Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of voluntarily dissolving the bank shall be given to each stockholder of record entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of stockholders. If such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting.
(3) At such meeting a vote of the stockholders entitled to vote thereat shall be taken on a resolution to dissolve voluntarily the bank, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, unless any class of shares is entitled to vote as a class in respect thereof, in which event the resolution shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class in respect thereof, and of the total outstanding shares entitled to vote at such meeting.
(4) Upon the adoption of such resolution, a statement of intent to dissolve shall be executed in duplicate by the bank by its president or a vice-president, and verified by him, and the corporate seal shall be thereto affixed, attested by its secretary or cashier which shall set forth:
(a) The name of the bank.
(b) The names and respective addresses, including
(1) The board of directors shall adopt a resolution recommending that the bank be dissolved voluntarily and directing that the question of such dissolution be submitted to a vote at a meeting of stockholders which may be either an annual or special meeting.
Terms Used In Illinois Compiled Statutes 205 ILCS 5/68
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Month: means a calendar month, and the word "year" a calendar year unless otherwise expressed; and the word "year" alone, is equivalent to the expression "year of our Lord. See Illinois Compiled Statutes 5 ILCS 70/1.10
- National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to different parts of the United States, may be construed to include the District of Columbia and the several territories, and the words "United States" may be construed to include the said district and territories. See Illinois Compiled Statutes 5 ILCS 70/1.14
(2) Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of voluntarily dissolving the bank shall be given to each stockholder of record entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of stockholders. If such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting.
(3) At such meeting a vote of the stockholders entitled to vote thereat shall be taken on a resolution to dissolve voluntarily the bank, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, unless any class of shares is entitled to vote as a class in respect thereof, in which event the resolution shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class in respect thereof, and of the total outstanding shares entitled to vote at such meeting.
(4) Upon the adoption of such resolution, a statement of intent to dissolve shall be executed in duplicate by the bank by its president or a vice-president, and verified by him, and the corporate seal shall be thereto affixed, attested by its secretary or cashier which shall set forth:
(a) The name of the bank.
(b) The names and respective addresses, including
|
street and number, if any, of its officers.
|
(c) The names and respective addresses, including
|
street and number, if any, of its directors.
|
(d) A copy of the resolution of the stockholders
|
authorizing the voluntary dissolution of the bank.
|
(e) The number of shares outstanding, and, if the
|
shares of any class are entitled to vote as a class, the number of shares of each such class.
|
(f) The number of shares voted for and against the
|
voluntary dissolution of the bank, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the voluntary dissolution of the bank, respectively.
|
(g) A statement of all of the liabilities of the
|
bank, as shown by its records.
|
(h) An executed copy of the contract, if any there
|
be, with another state or national bank, or with the Federal Deposit Insurance Corporation or with both by which another state or national bank assumes all the liabilities of the dissolving state bank.
|
(i) If there be no contract, as provided for in
|
subsection (h) of this subsection (4) a statement that the dissolving bank proposes to deposit in cash with the Commissioner the whole amount of all the liabilities of the dissolving bank as shown by its records, other than the liabilities of the dissolving bank to its stockholders as such.
|
(j) The name of an agent for the bank in voluntary
|
dissolution who is appointed to receive service of process and any communications relating to the bank during the pendency of the dissolution and until the Commissioner shall revoke the charter pursuant to Section 69 of this Act.
|
(5) A bank may elect to dissolve voluntarily and wind up its affairs by the written consent of the holders of record of all of its outstanding shares without compliance with the provisions of subsections (1), (2), and (3) of this Section 68 in which a statement as required in subsection (4) setting forth the matter in subsections (4)(a), (4)(b), (4)(c), (4)(g), (4)(h), and (4)(i) shall be executed in duplicate and signed by the holders of record of all of its outstanding shares.
(6) Duplicate originals of the statement of intent to dissolve whether pursuant to subsection (4) or pursuant to subsection (5), as the case may be, shall be delivered to the Commissioner for his approval. If the Commissioner disapproves the dissolution, he shall state his objections and give an opportunity to the dissolving bank to amend its statement of intent to dissolve to obviate such objections.
(7) If the Commissioner finds that the statement of intent to dissolve conforms to the provisions of this Act when all fees and charges have been paid as in this Act prescribed, and when the deposit required in subsection (4)(i) shall have been made with the Commissioner or, if there is a contract pursuant to subsection (4)(h), when the Commissioner has approved such contract as being in compliance with the provisions of this Act and not prejudicial to creditors, the Commissioner shall indorse upon each of such duplicate originals the word “Approved” and the month, day and year of his approval thereof. Thereupon the Commissioner shall file and record one of such duplicate originals in the office for the recording of deeds in the county where the dissolving bank is organized, and the original or a certified copy thereof shall be evidence in all courts of the dissolution of such bank.
(8) The Commissioner shall publish notice that the statement of intent to dissolve has been approved and that the liabilities of the dissolving bank as shown by its records will be redeemed by the Commissioner or by the bank which has assumed the liabilities of the dissolving bank as shown by its records, other than the liabilities of the dissolving bank to its stockholders as such.
(6) Duplicate originals of the statement of intent to dissolve whether pursuant to subsection (4) or pursuant to subsection (5), as the case may be, shall be delivered to the Commissioner for his approval. If the Commissioner disapproves the dissolution, he shall state his objections and give an opportunity to the dissolving bank to amend its statement of intent to dissolve to obviate such objections.
(7) If the Commissioner finds that the statement of intent to dissolve conforms to the provisions of this Act when all fees and charges have been paid as in this Act prescribed, and when the deposit required in subsection (4)(i) shall have been made with the Commissioner or, if there is a contract pursuant to subsection (4)(h), when the Commissioner has approved such contract as being in compliance with the provisions of this Act and not prejudicial to creditors, the Commissioner shall indorse upon each of such duplicate originals the word “Approved” and the month, day and year of his approval thereof. Thereupon the Commissioner shall file and record one of such duplicate originals in the office for the recording of deeds in the county where the dissolving bank is organized, and the original or a certified copy thereof shall be evidence in all courts of the dissolution of such bank.
(8) The Commissioner shall publish notice that the statement of intent to dissolve has been approved and that the liabilities of the dissolving bank as shown by its records will be redeemed by the Commissioner or by the bank which has assumed the liabilities of the dissolving bank as shown by its records, other than the liabilities of the dissolving bank to its stockholders as such.