Chapter 1113: STOCK STATE BANKS - FORMATION

1113.01 [Renumbered Effective 1/1/2018] Incorporating a bank.

(A) Five or more natural persons, at least one of whom is a resident of this state, may, with the approval of the superintendent of financial institutions, incorporate a bank.

(B) The persons proposing to incorporate a bank shall apply for approval of the proposed bank by submitting the application prescribed by the superintendent, which application shall include all of the following:

(1) The proposed articles of incorporation;

(2) An application for reservation of a name in accordance with section 1103.07 of the Revised Code, if reservation is desired by the incorporators and has not been previously filed;

(3) The location and a description of the proposed initial banking office;

(4) Information to demonstrate the proposed bank will satisfy the requirements of division (C) of section 1113.03 and any other provision of the Revised Code identified by the superintendent.

(C) Notwithstanding division (A) of this section, a corporation may act as the sole incorporator of a bank if either of the following applies:

(1) The corporation is registered with the board of governors of the federal reserve system as a bank holding company;

(2) The superintendent determines the corporation is intending to form either of the following:

(a) A bank that functions solely in a trust or fiduciary capacity and that meets all of the requirements set forth in section 2(c)(2)(D) of the "Bank Holding Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841(c)(2)(D), as amended;

(b) A bank that engages only in credit card operations, does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others, does not accept any savings or time deposit of less than one hundred thousand dollars, maintains only one office that accepts deposits, and does not engage in the business of making commercial loans.

Renumbered as § 1113.02 by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997.

1113.01 [Effective 1/1/2018] Corporation law applicable to stock state banks.

A stock state banking corporation shall be created, organized, and governed, its business shall be conducted, and its directors shall be chosen, in all respects in the same manner as is provided by Chapters 1701. and 1704. of the Revised Code, for corporations generally, to the extent that is not inconsistent with this chapter, Chapters 1101. to 1111., and Chapters 1114. to 1127. of the Revised Code.

Cite as R.C. § 1103.01

Renumbered from § 1103.01 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.02 [Effective 1/1/2018] Incorporating a stock state bank.

(A) Five or more natural persons, at least one of whom is a resident of this state, may, with the approval of the superintendent of financial institutions, incorporate a stock state bank.

(B) The persons proposing to incorporate a stock state bank shall apply for approval of the proposed bank by submitting the application prescribed by the superintendent, which application shall include all of the following:

(1) The proposed articles of incorporation and code of regulations;

(2) An application for reservation of a name in accordance with section 1103.07 of the Revised Code, if reservation is desired by the incorporators and has not been previously filed;

(3) The location and a description of the proposed initial banking office;

(4) Information to demonstrate the proposed bank will satisfy the requirements of division (C) of section 1113.03 and any other provision of the Revised Code identified by the superintendent;

(5) Any other information the superintendent requires.

(C) Notwithstanding division (A) of this section, a corporation may act as the sole incorporator of a stock state bank if either of the following applies:

(1) The corporation is registered with the board of governors of the federal reserve system as a bank holding company;

(2) The superintendent determines the corporation is intending to form either of the following:

(a) A stock state bank that functions solely in a trust or fiduciary capacity and that meets all of the requirements set forth in section 2(c)(2)(D) of the "Bank Holding Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841(c)(2)(D), as amended;

(b) A stock state bank that engages only in credit card operations, does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others, does not accept any savings or time deposit of less than one hundred thousand dollars, maintains only one office that accepts deposits, and does not engage in the business of making commercial loans.

Renumbered from § 1113.01 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.03 [Effective Until 1/1/2018] Notice of the proposed incorporation.

(A) Within ten days after receipt from the superintendent of financial institutions of notice of acceptance of an application for approval to incorporate a bank, the incorporators shall publish notice of the proposed incorporation in a newspaper of general circulation in the county where the bank's initial banking office is to be located. The incorporators shall publish the notice once a week for two weeks and furnish a certified copy of it to the superintendent. The notice shall specify the name of the proposed bank, its location, the amount of the proposed capital, the names of the incorporators, the address of the superintendent, and the date by which comments on the application must be filed with the superintendent, which date shall be thirty days after the date of the first publication of the notice.

(B) If any comments on the application are filed with the superintendent within the thirty-day period prescribed in division (A) of this section, the superintendent shall determine whether the comments are relevant to the requirements for incorporation of a bank and, if so, investigate the comments in the manner the superintendent considers appropriate.

(C) The superintendent shall examine all of the facts connected with the application to determine if all of the following requirements are met:

(1) The articles of incorporation, application for reservation of name, applicable fees, and other items required meet the requirements of the Revised Code.

(2) The convenience and needs of the public will be served by the proposed bank.

(3) The population and economic characteristics of the area primarily to be served afford reasonable promise of adequate support for the proposed bank.

(4) The competence, experience, and integrity of the proposed directors and officers are such as to command the confidence of the community and warrant the belief that the business of the proposed bank will be honestly and efficiently conducted.

(5) The capital of the proposed bank is adequate in relation to the amount and character of the anticipated business of the bank and the safety of prospective depositors.

(D) Within one hundred eighty days following the date of acceptance of the application, the superintendent shall approve or disapprove the incorporation of the proposed bank upon the basis of the examination. In giving approval, the superintendent may impose conditions to be met prior to the issuance of a certificate of authority to commence business under section 1113.09 of the Revised Code.

(E) If the superintendent approves the application, the superintendent shall make a certificate to that effect and forward the certificate and the articles of incorporation of the proposed bank to the secretary of state for filing.

Cite as R.C. § 1113.03

Effective Date: 01-01-1997 .

1113.03 [Effective 1/1/2018] Notice of the proposed incorporation.

(A) Within ten days after receipt from the superintendent of financial institutions of notice of acceptance of an application for approval to incorporate a stock state bank, the incorporators shall publish notice of the proposed incorporation in a newspaper of general circulation in the county where the bank's initial banking office is to be located. The incorporators shall publish the notice once a week for two weeks and furnish a certified copy of it to the superintendent. The notice shall specify the name of the proposed bank, its location, the amount of the proposed capital, the names of the incorporators, the address of the superintendent, and the date by which comments on the application must be filed with the superintendent, which date shall be thirty days after the date of the first publication of the notice.

(B) If any comments on the application are filed with the superintendent within the thirty-day period prescribed in division (A) of this section, the superintendent shall determine whether the comments are relevant to the requirements for incorporation of a stock state bank and, if so, investigate the comments in the manner the superintendent considers appropriate.

(C) The superintendent shall examine all of the facts connected with the application to determine if all of the following requirements are met:

(1) The proposed articles of incorporation and code of regulations, application for reservation of name, applicable fees, and other items required meet the requirements of the Revised Code.

(2) The convenience and needs of the public will be served by the proposed bank.

(3) The population and economic characteristics of the area primarily to be served afford reasonable promise of adequate support for the proposed bank.

(4) The competence, experience, and integrity of the proposed directors and officers are such as to command the confidence of the community and warrant the belief that the business of the proposed bank will be honestly and efficiently conducted.

(5) The capital of the proposed bank is adequate in relation to the amount and character of the anticipated business of the bank and the safety of prospective depositors.

(D) Within one hundred eighty days following the date of acceptance of the application, the superintendent shall approve or disapprove the incorporation of the proposed bank upon the basis of the examination. In giving approval, the superintendent may impose conditions to be met prior to the issuance of a certificate of authority to commence business under section 1113.09 of the Revised Code.

(E) If the superintendent approves the application, the superintendent shall make a certificate to that effect and forward the certificate and the articles of incorporation of the proposed bank to the secretary of state for filing.

Cite as R.C. § 1113.03

Amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.04 [Effective 1/1/2018] Articles of incorporation.

(A) A stock state bank's articles of incorporation shall contain all of the following:

(1) The name of the bank;

(2) The place in this state where the bank's principal place of business is to be located;

(3) The purpose or purposes for which the bank is formed;

(4) The maximum number and the par value of shares the bank is authorized to have outstanding and their express terms, if any. The articles of incorporation shall not authorize shares without par value. If the shares are to be classified, the designation of each class, the number and par value of the shares of each class, and the express terms, if any, of the shares of each class shall be included.

(B) The articles of incorporation may also set forth any lawful provision for the purpose of defining, limiting, or regulating the exercise of the authority of the stock state bank, the incorporators, the directors, the officers, the shareholders, or the holders of any class of shares, and any provision that may be set forth in the bank's code of regulations.

Renumbered from § 1103.06 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.05 [Effective Until 1/1/2018] Amendments to articles of incorporation.

(A) Before any subscription to shares has been received, the incorporators may, by unanimous written action and subject to division (E) of this section, adopt amendments to the bank's articles of incorporation or amended articles of incorporation to change any provision of, or add any provision that may properly be included in, the articles of incorporation.

(B) Amended articles of incorporation shall set forth all provisions required in, and only provisions that may properly be in, original articles of incorporation or amendments to articles of incorporation at the time the amended articles of incorporation are adopted, and shall state that they supersede the existing articles of incorporation.

(C)

(1) Upon their adoption of any amendment to a bank's articles of incorporation, the incorporators shall send to the superintendent of financial institutions a certificate, signed by all the incorporators, containing a copy of the resolution adopting the amendment and a statement of the manner of and basis for its adoption.

(2) Upon their adoption of amended articles of incorporation, the incorporators shall send to the superintendent a copy of the amended articles of incorporation, accompanied by a certificate, signed by all the incorporators, containing a copy of the resolution adopting the amended articles of incorporation and a statement of the manner of and basis for its adoption.

(D) Upon receiving a certificate required by division (C) of this section, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied:

(1) The amendment or amended articles of incorporation and the manner of and basis for adoption comply with the requirements of the Revised Code;

(2) The amendment or amended articles of incorporation will not adversely affect the interests of the bank's depositors and creditors and the convenience and needs of the public.

(E)

(1) Within sixty days after receiving a certificate required by division (C) of this section, the superintendent shall approve or disapprove the amendment or amended articles of incorporation. If the superintendent approves the amendment or amended articles of incorporation, the superintendent shall forward a certificate of that approval, a copy of the certificate required by division (C) of this section, and, in the case of amended articles of incorporation, a copy of the amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

(2) If the superintendent fails to approve or disapprove the amendment or amended articles of incorporation within sixty days after receiving a certificate required by division (C) of this section, the bank shall forward a copy of the certificate and, in the case of amended articles of incorporation, a copy of the amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

Cite as R.C. § 1113.05

Effective Date: 01-01-1997 .

1113.05 [Effective 1/1/2018] Amendments to articles of incorporation.

(A) Before any subscription to shares has been received, the incorporators may, by unanimous written action and subject to the requirements of this section, adopt amendments to the stock state bank's articles of incorporation or amended articles of incorporation to change any provision of, or add any provision that may properly be included in, the articles of incorporation.

(B) Amended articles of incorporation shall set forth all provisions required in, and only provisions that may properly be in, original articles of incorporation or amendments to articles of incorporation at the time the amended articles of incorporation are adopted, and shall state that they supersede the existing articles of incorporation.

(C)

(1) If the incorporators propose the adoption of any amendment to a stock state bank's articles of incorporation or amended articles of incorporation, the bank shall send to the superintendent of financial institutions a copy of the proposed amendment or amended articles of incorporation for review and approval prior to adoption by the incorporators.

(2) Upon receiving a proposed amendment or amended articles of incorporation, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied:

(a) The proposed amendment or amended articles of incorporation comply with the requirements of the Revised Code.

(b) The proposed amendment or amended articles of incorporation will not adversely affect the interests of the bank's depositors and creditors and the convenience and needs of the public.

(3) Within forty-five days after receiving the proposed amendment or amended articles of incorporation, the superintendent shall notify the bank of the superintendent's approval or disapproval unless the superintendent determines additional information is required. In that event, the superintendent shall request the information in writing within twenty days after the date the proposed amendment or amended articles of incorporation were received. The bank shall have thirty days to submit the information to the superintendent. The superintendent shall notify the bank of the superintendent's approval or disapproval of the proposed amendment or amended articles of incorporation within forty-five days after the date the additional information is received. If the proposed amendment or amended articles of incorporation are disapproved by the superintendent, the superintendent shall notify the bank of the reasons for the disapproval.

(4) If the superintendent fails to approve or disapprove the proposed amendment or amended articles of incorporation within the time period required under division (C)(3) of this section, the proposed amendment or amended articles of incorporation shall be considered approved.

(5) If the proposed amendment or amended articles of incorporation are approved, in no event shall that approval be construed or represented as an affirmative endorsement of the amendment or amended articles of incorporation by the superintendent.

(D)

(1) Upon their adoption of any approved amendment to a stock state bank's articles of incorporation, the incorporators shall send to the superintendent a certificate, signed by all the incorporators, containing a copy of the resolution adopting the amendment and a statement of the manner of and basis for its adoption.

(2) Upon their adoption of approved amended articles of incorporation, the incorporators shall send to the superintendent a copy of the amended articles of incorporation, accompanied by a certificate, signed by all the incorporators, containing a copy of the resolution adopting the amended articles of incorporation and a statement of the manner of and basis for its adoption.

(E) Upon receiving a certificate required by division (D) of this section, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if the manner of and basis for the adoption of the amendment or amended articles of incorporation comply with the requirements of the Revised Code .

(F)

(1) Within thirty days after receiving a certificate required by division (D) of this section, the superintendent shall approve or disapprove the amendment or amended articles of incorporation. If the superintendent approves the amendment or amended articles of incorporation, the superintendent shall forward a certificate of that approval, a copy of the certificate required by division (D) of this section, and a copy of the amendment or amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

(2) If the superintendent fails to approve or disapprove the amendment or amended articles of incorporation within thirty days after receiving a certificate required by division (D) of this section, the bank shall forward a copy of the certificate and a copy of the amendment or amended articles of incorporation to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

Cite as R.C. § 1113.05

Amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.06 [Effective Until 1/1/2018] Share subscriptions - election of directors.

(A) After the secretary of state has filed the articles of incorporation and certificate of approval of the superintendent of financial institutions, the incorporators, or a majority of them, shall order books to be opened for subscription to the bank's shares. An installment of not less than ten per cent of the subscription price of each share shall be payable at the time of making the subscription, and the balance shall be payable as soon thereafter as the board of directors requires.

(B) When the bank's shares have been fully subscribed, the incorporators, or a majority of them, shall certify this fact in writing to the superintendent. The superintendent shall file the certification with the secretary of state.

(C) Upon their compliance with division (B) of this section, at least a majority of the incorporators shall give not less than ten days' notice in writing by mail to the shareholders who have not waived the notice to meet at a specified time and place for the purpose of adopting a code of regulations, electing directors, and transacting any other business authorized by section 1113.08 of the Revised Code. The shareholders shall meet for those purposes at the time and place specified.

(D) The incorporators shall not receive any subscriptions for shares after the election of directors.

Cite as R.C. § 1113.06

Effective Date: 01-01-1997 .

1113.06 [Effective 1/1/2018] Share subscriptions; election of directors.

(A) After the secretary of state has filed the articles of incorporation and certificate of approval of the superintendent of financial institutions, the incorporators, or a majority of them, shall order books to be opened for subscription to the stock state bank's shares. An installment of not less than ten per cent of the subscription price of each share shall be payable at the time of making the subscription, and the balance shall be payable as soon thereafter as the board of directors requires.

(B) When the stock state bank's shares have been fully subscribed, the incorporators, or a majority of them, shall certify this fact in writing to the superintendent. The superintendent shall file the certification with the secretary of state.

(C) Upon their compliance with division (B) of this section, at least a majority of the incorporators shall give not less than ten days' notice in writing by mail to the shareholders who have not waived the notice to meet at a specified time and place for the purpose of adopting a code of regulations, electing directors, and transacting any other business authorized by section 1113.08 of the Revised Code. The shareholders shall meet for those purposes at the time and place specified.

(D) The incorporators shall not receive any subscriptions for shares after the election of directors.

Cite as R.C. § 1113.06

Amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.07 [Repealed].

Cite as R.C. § 1113.07

Effective Date: 01-01-1997 .

1113.08 [Effective Until 1/1/2018] Certificate of authority to commence business.

(A) A bank organized under Chapter 1113. of the Revised Code shall not accept deposits, incur indebtedness, or transact any business except business that is incidental to its organization or to the obtaining of subscriptions to or payment for its shares until the bank receives a certificate of authority to commence business issued by the superintendent of financial institutions.

(B) The bank shall file a report with the superintendent when it has done everything required before it can be authorized to commence business and when the subscriptions for the bank's shares have been fully paid in, in the amounts fixed by the superintendent.

(C) Upon receipt of the report referred to in division (B) of this section, the superintendent shall examine the affairs of the bank and determine whether the bank has complied with all requirements necessary to entitle it to engage in business.

Cite as R.C. § 1113.08

Effective Date: 01-01-1997 .

1113.08 [Effective 1/1/2018] Certificate of authority to commence business.

(A) A stock state bank organized under Chapter 1113. of the Revised Code shall not accept deposits, incur indebtedness, or transact any business except business that is incidental to its organization or to the obtaining of subscriptions to or payment for its shares until the bank receives a certificate of authority to commence business issued by the superintendent of financial institutions.

(B) The bank shall file a report with the superintendent when it has done everything required before it can be authorized to commence business and when the subscriptions for the bank's shares have been fully paid in, in the amounts fixed by the superintendent.

(C) Upon receipt of the report referred to in division (B) of this section, the superintendent shall examine the affairs of the bank and determine whether the bank has complied with all requirements necessary to entitle it to engage in business.

Cite as R.C. § 1113.08

Amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.09 [Effective Until 1/1/2018] Superintendent of financial institutions to issue certificate of authority to commence business.

(A) The superintendent of financial institutions shall issue a certificate of authority to commence business if:

(1) The superintendent is satisfied, based upon the examination conducted pursuant to section 1113.08 of the Revised Code and any other facts within the knowledge of the superintendent, that the bank is otherwise entitled to commence business;

(2) With respect to a bank that, upon commencing business, would be authorized to accept deposits other than trust funds, the superintendent has received from the federal deposit insurance corporation (FDIC) confirmation that the FDIC has approved the bank's application to become an insured bank as defined in section 3(h) of the "Federal Deposit Insurance Act," 92 Stat. 614 (1978), 12 U.S.C.A. 1813(h). A bank is not required to become an insured bank as defined in section 3(h) of the "Federal Deposit Insurance Act" if, by the terms of its articles of incorporation, it is not permitted to solicit or accept deposits other than trust funds.

(B) The bank shall cause the certificate of authority to commence business to be published once a week for two successive weeks in a newspaper of general circulation in the county where the bank's initial banking office is located.

(C) For purposes of this section, "trust funds" means funds held in a fiduciary capacity and includes, but is not limited to, funds held as trustee, executor, administrator, guardian, or agent.

Cite as R.C. § 1113.09

Effective Date: 01-01-1997 .

1113.09 [Effective 1/1/2018] Superintendent of financial institutions to issue certificate of authority to commence business.

(A) The superintendent of financial institutions shall issue a certificate of authority to commence business if:

(1) The superintendent is satisfied, based upon the examination conducted pursuant to section 1113.08 of the Revised Code and any other facts within the knowledge of the superintendent, that the stock state bank is otherwise entitled to commence business.

(2) With respect to a stock state bank that, upon commencing business, would be authorized to accept deposits other than trust funds, the superintendent has received from the federal deposit insurance corporation (FDIC) confirmation that the FDIC has approved the bank's application to become an insured bank as defined in section 3(h) of the "Federal Deposit Insurance Act," 92 Stat. 614 (1978), 12 U.S.C.A. 1813(h). A stock state bank is not required to become an insured bank as defined in section 3(h) of the "Federal Deposit Insurance Act" if, by the terms of its articles of incorporation, it is not permitted to solicit or accept deposits other than trust funds.

(B) The bank shall cause the certificate of authority to commence business to be published once a week for two successive weeks in a newspaper of general circulation in the county where the bank's initial banking office is located.

(C) For purposes of this section, "trust funds" means funds held in a fiduciary capacity and includes, but is not limited to, funds held as trustee, executor, administrator, guardian, or agent.

Cite as R.C. § 1113.09

Amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.11 [Effective 1/1/2018] Code of regulations.

Each stock state bank shall have a code of regulations for its governance as a corporation, the conduct of its affairs, and the management of its property. The code of regulations shall be consistent with the law of this state and the bank's articles of incorporation.

Renumbered from § 1103.11 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.12 [Effective 1/1/2018] Adoption of amendment to articles or amended articles - approval of superintendent.

(A) After subscriptions to shares have been received by the incorporators, the shareholders of a stock state bank may, subject to the requirements of this section, adopt amendments to the bank's articles of incorporation or adopt amended articles of incorporation to change any provision of, or add any provision that may properly be included in, the articles of incorporation.

(1) The shareholders may adopt an amendment to the bank's articles of incorporation or amended articles of incorporation at a meeting held for that purpose, as follows:

(a) By the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the bank on the proposal or, if the articles of incorporation provide or permit, by the affirmative vote of a greater or lesser proportion, but not less than a majority, of the voting power;

(b) When the holders of shares of a particular class are entitled to vote as a class, by the affirmative vote of the holders of at least two-thirds or, if the articles of incorporation provide or permit, a greater or lesser portion, but not less than a majority, of the shares of the class.

(2) The shareholders may adopt amended articles of incorporation to consolidate the original articles of incorporation and all previously adopted amendments to the articles of incorporation at a meeting held for that purpose by the affirmative vote of holders of shares entitling them to exercise a majority of the voting power of the bank on the proposal.

(3) The shareholders may adopt an amendment to the bank's articles of incorporation or amended articles of incorporation without a meeting by the written consent of all of the holders of shares who would be entitled to vote at a meeting held for that purpose.

(B) Any amendment or amended articles of incorporation of a stock state bank that would eliminate cumulative voting rights, as permitted by section 1701.69 of the Revised Code, shall not be adopted if the votes of a sufficient number of shares are cast against the amendment or amended articles of incorporation that, if cumulatively voted at an election of all directors or all directors of a particular class, would be sufficient, at the time the shareholders vote on the proposal, to elect at least one director.

(C) The shareholders of a stock state bank may adopt an amendment to the bank's articles of incorporation to authorize the purchase of the bank's shares, if the amendment states that the superintendent of financial institutions must approve the purchase in writing prior to each purchase of shares.

(D) The shareholders of a stock state bank may adopt an amendment to the bank's articles of incorporation to permit the bank to have authorized and unissued shares or treasury shares

.

(E) Amended articles of incorporation shall set forth all provisions required in, and only provisions that may properly be in, original articles of incorporation or amendments to articles of incorporation at the time the amended articles of incorporation are adopted, and shall state that they supersede the existing articles of incorporation.

(F)

(1) If the shareholders propose the adoption of any amendment to a stock state bank's articles of incorporation or amended articles of incorporation, the bank shall send to the superintendent a copy of the proposed amendment or amended articles of incorporation for review and approval prior to adoption by the shareholders.

(2) Upon receiving a proposed amendment or amended articles of incorporation, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied:

(a) The proposed amendment or amended articles of incorporation comply with the requirements of the Revised Code.

(b) The proposed amendment or amended articles of incorporation will not adversely affect the interests of the bank's depositors and creditors and the convenience and needs of the public.

(3) Within forty-five days after receiving the proposed amendment or amended articles of incorporation, the superintendent shall notify the bank of the superintendent's approval or disapproval unless the superintendent determines additional information is required. In that event, the superintendent shall request the information in writing within twenty days after the date the proposed amendment or amended articles of incorporation were received. The bank shall have thirty days to submit the information to the superintendent. The superintendent shall notify the bank of the superintendent's approval or disapproval of the proposed amendment or amended articles of incorporation within forty-five days after the date the additional information is received. If the proposed amendment or amended articles of incorporation are disapproved by the superintendent, the superintendent shall notify the bank of the reasons for the disapproval.

(4) If the superintendent fails to approve or disapprove the proposed amendment or amended articles of incorporation within the time period required under division (F)(3) of this section, the proposed amendment or amended articles of incorporation shall be considered approved.

(5) If the proposed amendment or amended articles of incorporation are approved, in no event shall that approval be construed or represented as an affirmative endorsement of the amendment or amended articles of incorporation by the superintendent.

(G)

(1) Upon adoption by the shareholders of any approved amendment to a stock state bank's articles of incorporation, the bank shall send to the superintendent a certificate containing a copy of the shareholders' resolution adopting the amendment and a statement of the manner of its adoption. If the directors proposed the amendment, the certificate shall include a copy of the resolution adopted by the directors to propose the amendment to the shareholders. The certificate shall be signed by the bank's authorized representatives in accordance with section 1103.19 of the Revised Code.

(2) Upon adoption by the shareholders of approved amended articles of incorporation, the bank shall send to the superintendent a copy of the amended articles of incorporation, accompanied by a certificate containing a copy of the shareholders' resolution adopting the amended articles of incorporation and a statement of the manner of its adoption. If the directors proposed the amended articles of incorporation, the certificate shall include a copy of the resolution adopted by the directors to propose the amended articles of incorporation to the shareholders. The certificate shall be signed by the bank's authorized representatives in accordance with section 1103.19 of the Revised Code.

(H) Upon receiving a certificate required by division (G) of this section, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if

the manner of adoption of the amendment or amended articles of incorporation complies with the requirements of the Revised Code

.

(I)

(1) Within thirty days after receiving a certificate required by division (G) of this section, the superintendent shall approve or disapprove the amendment or amended articles of incorporation. If the superintendent approves the amendment or amended articles of incorporation, the superintendent shall forward a certificate of that approval, a copy of the certificate required by division (G) of this section, and a copy of the amendment or amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

(2) If the superintendent fails to approve or disapprove the amendment or amended articles of incorporation within thirty days after receiving a certificate required by division (G) of this section, the bank shall forward a copy of the certificate and a copy of the amendment or amended articles of incorporation to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

Renumbered from § 1103.08 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.13 [Effective 1/1/2018] Amendments to bank's articles of incorporation.

(A) After subscriptions to shares have been received by the incorporators, the board of directors of a stock state bank may, subject to the requirements of this section, adopt amendments to the bank's articles of incorporation to do any of the following:

(1) Authorize the shares necessary to meet conversion or option rights when all of the following apply:

(a) The bank has issued shares of one class convertible into shares of another class or obligations convertible into shares of the bank, or has granted options to purchase shares.

(b) The conversion or option rights are set forth in the articles of incorporation or have been approved by the same vote of shareholders as, at the time of the approval, would have been required to amend the articles of incorporation to authorize the shares required for that purpose.

(c) The bank does not have sufficient authorized and unissued shares available to satisfy the conversion or option rights.

(2) Reduce the authorized number of shares of a class by the number of shares of that class that have been redeemed, or have been surrendered to or acquired by the bank upon conversion, exchange, purchase, or otherwise, or to eliminate from the articles of incorporation all references to the shares of a class, and to make any other change required, when all of the authorized shares of that class have been redeemed, or surrendered to or acquired by the bank;

(3) Reduce the authorized number of shares of a class by the number of shares of that class that were canceled for not being issued or reissued and for not being fully paid in within one year after the date they were authorized or otherwise became authorized and unissued shares.

(B) The board of directors of a stock state bank may adopt amended articles of incorporation to consolidate the original articles of incorporation and all previously adopted amendments to the articles of incorporation that are in force at the time.

(C) Amended articles of incorporation shall set forth all provisions required in, and only provisions that may properly be in, original articles of incorporation or amendments to articles of incorporation at the time the amended articles of incorporation are adopted, and shall state that they supersede the existing articles of incorporation.

(D)

(1) If the board of directors propose the adoption of any amendment to a stock state bank's articles of incorporation or amended articles of incorporation, the bank shall send to the superintendent of financial institutions a copy of the proposed amendment or amended articles of incorporation for review and approval prior to adoption by the board.

(2) Upon receiving a proposed amendment or amended articles of incorporation, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied:

(a) The proposed amendment or amended articles of incorporation comply with the requirements of the Revised Code.

(b) The proposed amendment or amended articles of incorporation will not adversely affect the interests of the bank's depositors and creditors.

(3) Within forty-five days after receiving the proposed amendment or amended articles of incorporation, the superintendent shall notify the bank of the superintendent's approval or disapproval unless the superintendent determines additional information is required. In that event, the superintendent shall request the information in writing within twenty days after the date the proposed amendment or amended articles of incorporation were received. The bank shall have thirty days to submit the information to the superintendent. The superintendent shall notify the bank of the superintendent's approval or disapproval of the proposed amendment or amended articles of incorporation within forty-five days after the date the additional information is received. If the proposed amendment or amended articles of incorporation are disapproved by the superintendent, the superintendent shall notify the bank of the reasons for the disapproval.

(4) If the superintendent fails to approve or disapprove the proposed amendment or amended articles of incorporation within the time period required by division (D)(3) of this section, the proposed amendment or amended articles of incorporation shall be considered approved.

(5) If the proposed amendment or amended articles of incorporation are approved, in no event shall that approval be construed or represented as an affirmative endorsement of the amendment or amended articles of incorporation by the superintendent.

(E)

(1) Upon adoption by the board of directors of any approved amendment to a stock state bank's articles of incorporation, the bank shall send to the superintendent a certificate containing a copy of the directors' resolution adopting the amendment and a statement of the manner of and basis for its adoption. The certificate shall be signed by the bank's authorized representatives in accordance with section 1103.19 of the Revised Code.

(2) Upon adoption by the board of directors of approved amended articles of incorporation, the bank shall send to the superintendent a copy of the amended articles of incorporation, accompanied by a certificate containing a copy of the directors' resolution adopting the amended articles of incorporation and a statement of the manner of and basis for its adoption. The certificate shall be signed by the bank's authorized representatives in accordance with section 1103.19 of the Revised Code.

(F) Upon receiving a certificate required by division (E) of this section, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if

the manner of and basis for adoption of the amendment or amended articles of incorporation comply with the requirements of the Revised Code

.

(G)

(1) Within thirty days after receiving a certificate required by division (E) of this section, the superintendent shall approve or disapprove the amendment or amended articles of incorporation. If the superintendent approves the amendment or amended articles of incorporation, the superintendent shall forward a certificate of that approval, a copy of the certificate required by division (E) of this section, and a copy of the amendment or amended articles of incorporation to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

(2) If the superintendent fails to approve or disapprove the amendment or amended articles of incorporation within thirty days after receiving a certificate required by division (E) of this section, the bank shall forward a copy of the certificate and a copy of the amendment or amended articles of incorporation to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

Renumbered from § 1103.09 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.14 [Effective 1/1/2018] Annual meeting; notice.

(A) A stock state bank's shareholders shall hold an annual meeting in accordance with this section and the bank's articles of incorporation and code of regulations. The purposes of the annual meeting shall include the election of directors and the presentation of the financial statements.

(B) The financial statements presented at the annual meeting shall satisfy the requirements of one of the following:

(1) The basic financial information required to be made available to shareholders of a stock state bank prior to the annual meeting pursuant to section 1113.15 of the Revised Code;

(2) The financial statements required to be presented at the annual meeting of a corporation pursuant to section 1701.38 of the Revised Code;

(3) The financial statements required under federal law for a bank subject to the registration requirements of section 12 of the "Securities Exchange Act of 1934," 48 Stat. 892, 15 U.S.C.A. 78l, as amended.

(C) Meetings of the shareholders may be called for any of the reasons and in the manner set forth in section 1701.40 of the Revised Code. Notice of any meeting shall be provided in accordance with section 1701.41 of the Revised Code.

(D) The requirements of this section shall not apply with respect to annual or special meetings of shareholders of a stock state bank that is wholly owned, except for directors' qualifying shares, if any, by a bank holding company or savings and loan holding company.

Renumbered from § 1103.13 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.15 [Effective 1/1/2018] Availability of basic financial information.

(A) Prior to each annual meeting of its shareholders, each stock state bank shall make basic financial information available to its shareholders in accordance with this section unless the bank is either of the following:

(1) Subject to the registration requirements of section 12 of the "Securities Exchange Act of 1934," 48 Stat. 892, 15 U.S.C.A. 78l, as amended.

(2) Wholly owned, except for directors' qualifying shares, by a bank holding company.

(B) The basic financial information required to be made available under this section shall include, at a minimum, information substantially similar to both of the following:

(1) Those portions of the consolidated reports of income made to the superintendent of financial institutions for each of the two preceding full years covering all of the following:

(a) Sources and disposition of income;

(b) Changes in equity capital;

(c) Allowance for possible loan losses.

(2) The balance sheet portion of the consolidated reports of condition made to the superintendent at the end of each of the two preceding years.

(C) The bank may present the basic financial information in any format it determines suitable, including copies of the relevant portions of the consolidated reports of condition and income or an annual report.

(D) The bank shall make the basic financial information available by doing either of the following:

(1) Sending the information to each shareholder prior to, or concurrently with, the notice of the annual meeting of shareholders;

(2) Including in, or sending with, the notice of the annual meeting of shareholders a statement indicating that basic financial information concerning the bank for the two years preceding the meeting may be obtained from the bank without charge, accompanied by the address, telephone number, and name or title of the bank employee or officer whom shareholders should contact for the information, and promptly mailing, delivering, or otherwise sending the information to any shareholder who requests it.

Renumbered from § 1103.14 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.16 [Effective 1/1/2018] Shareholder voting.

Except as otherwise expressly provided in the terms for any class of shares issued by a stock state bank, every holder of the bank's voting shares, in elections of directors and in deciding other questions at meetings of shareholders, is entitled to one vote for each share held and shall not accumulate the votes unless otherwise provided in the articles of incorporation. Any shareholder eligible to vote may vote by proxy authorized in writing. An appointment of a proxy shall expire in accordance with division (C) of section 1701.48 of the Revised Code. Unless the articles of incorporation, the code of regulations, or the contract of subscription otherwise provides, a subscriber for authorized shares is a shareholder for the purposes of this section, but no shares upon which an installment of the purchase price is overdue and unpaid shall be voted.

Renumbered from § 1103.15 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.17 [Effective 1/1/2018] Books and records of account and of proceedings.

(A) Each stock state bank shall keep correct and complete books and records of account, together with records of the proceedings, including minutes of any meetings, of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time.

(B) Upon request of any shareholder eligible to attend and vote at any meeting of the bank's shareholders, the board of directors shall produce at the meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date, showing their respective addresses and the number and class of shares held by each, and certified by the officer or agent responsible for registering issues and transfers of shares. The list or lists, certified by the officer or agent, shall be prima facie evidence of the facts shown in the list or lists.

(C) Any shareholder of the bank, upon written demand stating the specific purpose of the demand, has the right to examine in person or by agent or attorney at any reasonable time and for any reasonable and proper purpose, the books and records of the bank, except books and records of deposit, agency or fiduciary accounts, loan records, and other records relating to customer services or transactions.

(D) The authority granted under Title XI of the Revised Code to inspect the books and records of a stock state bank shall apply solely to the superintendent of financial institutions and to the shareholders of record of the bank.

Renumbered from § 1103.16 and amended by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

Effective Date: 01-01-1997 .

1113.10 to 1113.20 [Repealed].

Cite as R.C. § 1113.10 to 1113.20

Effective Date: 01-01-1997 .

1113.21 to 1113.29 [Repealed].

Cite as R.C. § 1113.21 to 1113.29

Effective Date: 01-01-1968 .