Chapter 1121: BANKS - SUPERINTENDENT'S POWERS

1121.01 Banks - superintendent's powers definitions.

(A) "Financial institution regulatory authority" includes a regulator of a business activity in which a bank or trust company is engaged, or has applied to engage in, to the extent that the regulator has jurisdiction over a bank or trust company engaged in that business activity. A bank or trust company is engaged in a business activity, and a regulator of that business activity has jurisdiction over the bank or trust company, whether the bank or trust company conducts the activity directly or a subsidiary or affiliate of the bank or trust company conducts the activity.

(B) "Regulated person" means any of the following:

(1) A director, officer, or employee of or agent for a bank or trust company or a controlling shareholder of a state bank, foreign bank, or trust company;

(2) A person who is required to obtain, but has not yet obtained, the consent of the superintendent of financial institutions to acquire control of a bank pursuant to section 1115.06 of the Revised Code;

(3) A person participating in the conduct of the affairs of a bank or trust company.

(C) "Participating in the conduct of the affairs of a bank or trust company" means either making decisions or, directly or indirectly, taking actions that are management or policymaking in nature and generally within the scope of authority of the bank's or trust company's board of directors or executive officers. Whether a person is or was participating in the conduct of the affairs of a bank or trust company is an issue of fact, and not to be determined solely on the basis of the person's title, contract, or indicia of employment or independent contractor status.

Effective Date: 06-18-2002

1121.02 Superintendent and deputy superintendent for banks - powers and duties.

(A) The superintendent of financial institutions shall see that the laws relating to banks are executed and enforced.

(B) The deputy superintendent for banks shall be the principal supervisor of banks. In that position the deputy superintendent for banks shall, notwithstanding sections 1121.10 and 1121.11 of the Revised Code, be responsible for conducting examinations and preparing examination reports under those sections. In addition, the deputy superintendent for banks shall, notwithstanding division (A) of section 1121.03 and sections 1121.05 and 1121.06 of the Revised Code, have the authority to adopt rules and standards in accordance with those sections. In performing or exercising any of the examination, rule-making, or other regulatory functions, powers, or duties vested by this division in the deputy superintendent for banks, the deputy superintendent for banks shall be subject to the control of the superintendent of financial institutions.

Effective Date: 01-01-1997

1121.021 [Repealed].

Effective Date: 01-01-1997

1121.03 Adoption of administrative rules.

(A) The superintendent of financial institutions may adopt rules and standards to carry out the provisions of Chapters 1101. to 1127. of the Revised Code. No rule or standard adopted by the superintendent pursuant to this authority shall conflict with, abridge, or supersede any provision of the Revised Code unless the conflict, abridgement, or supersession is expressly authorized. The rules and standards shall be adopted pursuant to Chapter 119. of the Revised Code.

(B) The superintendent may issue administrative guidelines to interpret or explain the provisions of Chapters 1101. to 1127. of the Revised Code and to identify, define, or provide examples of acts, practices, or circumstances the superintendent considers to be unsafe or unsound practices or to constitute participation in or consent to violations of Chapters 1101. to 1127. of the Revised Code.

Effective Date: 01-01-1997

1121.031, 1121.04 [Repealed].

Effective Date: 01-01-1997

1121.05 Granting rights to financial institutions.

(A) Notwithstanding any provisions of the Revised Code, except as provided in division (E) of this section, the superintendent of financial institutions shall, by rule, grant banks doing business under authority granted by the superintendent any right, power, privilege, or benefit possessed, by virtue of statute, rule, regulation, interpretation, or judicial decision, by any of the following:

(1) Banks doing business under authority granted by the comptroller of the currency or the bank regulatory authority of any other state of the United States;

(2) Savings associations doing business under authority granted by the superintendent of financial institutions, office of thrift supervision, or the savings and loan association regulatory authority of any other state of the United States;

(3) Savings banks doing business under authority granted by the superintendent of financial institutions or the savings bank regulatory authority of any other state of the United States;

(4) Credit unions doing business under authority granted by the superintendent of financial institutions, the national credit union administration, or the credit union regulatory authority of any other state of the United States;

(5) Any other banks, savings associations, or credit unions with a principal place of business in the United States doing business under authority granted under laws of the United States;

(6) Any other persons having an office or other place of business in this state and engaging in the business of lending money, or buying or selling bullion, bills of exchange, notes, bonds, stocks, or other evidences of indebtedness with a view to profit;

(7) Small business investment companies licensed under the "Small Business Investment Company Act of 1958," 72 Stat. 689, 15 U.S.C. 661 , as amended;

(8) Persons chartered under the "Farm Credit Act of 1933," 48 Stat. 257, 12 U.S.C. 1131(d) , as amended.

(B) The superintendent shall adopt rules authorized by division (A) of this section in accordance with section 111.15 of the Revised Code.

(C) A rule adopted by the superintendent pursuant to the authority of this section becomes effective on the later of the following dates:

(1) The date the superintendent issues the rule;

(2) The date the statute, rule, regulation, interpretation, or judicial decision 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, enacted into law, or adopted in accordance with Chapter 119. of the Revised Code, lapses and has no further force and effect thirty months after its effective date; however, the superintendent may adopt the rule under section 111.15 of the Revised Code pursuant to this section for an additional thirty-month period.

(E) The superintendent shall not adopt any rule dealing with interest rates charged under the authority of this section.

Effective Date: 01-01-1997; 04-14-2006

1121.051 Amended and Renumbered RC 1115.25.

Effective Date: 01-01-1997

1121.06 Reducing disadvantage to Ohio bank or trust company.

(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, 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.

Effective Date: 05-21-1997

1121.07 Amended and Renumbered RC 1115.20.

Effective Date: 01-01-1997

1121.08 [Repealed].

Effective Date: 04-19-1988

1121.09 Amended and Renumbered RC 1115.19.

Effective Date: 01-01-1997

1121.10 Examining records and affairs.

(A) As often as the superintendent of financial institutions considers necessary, but at least once each twenty-four-month cycle, the superintendent, or any deputy or examiner appointed by the superintendent for that purpose, shall thoroughly examine the records and affairs of each bank. The examination shall include a review of both of the following:

(1) Compliance with law;

(2) Other matters the superintendent determines.

(B) The superintendent may examine the records and affairs of any of the following as the superintendent considers necessary:

(1) Any party to a proposed reorganization for which the superintendent's approval is required by section 1115.11 or 1115.14 of the Revised Code;

(2) Any bank, savings and loan association, or savings bank proposing to convert to a bank doing business under authority granted by the superintendent for which the superintendent's approval is required by section 1115.01 of the Revised Code;

(3) Any person proposing to acquire control of a bank for which the superintendent's approval is required by section 1115.06 of the Revised Code, or who acquired control of a bank without the approval of the superintendent when that approval was required by section 1115.06 of the Revised Code, was the bank of which control is to be, or was, acquired;

(4) Any bank proposing to establish or acquire a branch for which the superintendent's approval is required by section 1117.02 of the Revised Code;

(5) Any foreign bank that maintains, or proposes to establish, one or more offices in this state;

(6) Any trust company.

(C) The board of directors or holders of a majority of the shares of a bank or trust company may request the superintendent conduct a special examination of the records and affairs of the bank or trust company. The superintendent has sole discretion over the scope and timing of a special examination, and may impose restrictions and limitations on the use of the results of a special examination in addition to the restrictions and limitations otherwise imposed by law. The fee for a special examination shall be paid by the bank or trust company examined in accordance with section 1121.29 of the Revised Code.

(D) The superintendent may conduct all aspects of an examination concurrently or may divide the examination into constituent parts and conduct them at various times.

(E) The superintendent shall preserve the report of each examination, including related correspondence received and copies of related correspondence sent, for twenty years after the examination date.

Effective Date: 01-01-1997

1121.11 Alternate, joint or concurrent examinations.

(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 this and 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 this and 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 this and 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 this and 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 this and 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 this and 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 this or 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 this or 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 this and 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 this and 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.

Effective Date: 06-18-2002

1121.12 Examining controlling shareholder.

An examination of the records and affairs of a bank under section 1121.10 of the Revised Code may include the examination of a controlling shareholder of the bank that is a bank holding company registered with the federal reserve, but only to the extent explicitly permitted under this section. To examine the records and affairs of a controlling shareholder that is a bank holding company registered with the federal reserve, the superintendent of financial institutions may do one of the following:

(A) Rely on an examination of the bank holding company conducted by a financial institution regulatory authority of another state, the United States, or another country, as provided in division (A)(3) of section 1121.11 of the Revised Code;

(B) Participate with the financial institution regulatory authorities of other states, the United States, and other countries in a joint or coordinated examination of the bank holding company, provided that both of the following apply:

(1) The examination of the bank holding company is validly authorized by and conducted pursuant to the laws of this state and such other state, the United States, or other country.

(2) Participation of the examiners of the division of financial institutions will increase the efficiency in regulating financial institutions, and not increase the cost of examination to the bank holding company.

(C) Examine the bank holding company pursuant to an agreement with financial institution regulatory authorities of other states, the United States, or other countries, provided that both of the following apply:

(1) The examination of the bank holding company is validly authorized by and conducted pursuant to the laws of this state and such other state, the United States, or other country.

(2) The other financial institution regulatory authority agrees to rely on the superintendent's examination in lieu of conducting its own examination.

(D) Examine the bank holding company if both of the following apply:

(1) The superintendent has reasonable cause to believe that there is a significant risk of imminent material harm to the bank and the examination of the bank holding company is necessary to fully determine the risk to the bank, or to determine how best to address the risk to the bank.

(2) Either of the following occurs:

(a) The superintendent, in writing, requests the federal reserve to examine the bank holding company, and within fifteen days the federal reserve does not commence an examination of the bank holding company and notifies the superintendent that the federal reserve does not object to the examination.

(b) The banking commission concurs with the superintendent's determination of both of the following:

(i) There is reasonable cause to believe that there a is significant risk of imminent material harm to the bank.

(ii) The examination of the bank holding company is necessary to fully determine the risk to the bank, or to determine how best to address the risk to the bank.

For purposes of this section, a bank holding company includes not only the bank holding company, but also includes any nonbank affiliates of the bank holding company that are subject to examination by the federal reserve.

Effective Date: 01-01-1997

1121.13 Examining other corporate controlling shareholders.

An examination of the records and affairs of a bank under section 1121.10 of the Revised Code may include the examination of a controlling shareholder of the bank that is a corporation that is not a bank holding company registered with the federal reserve.

Effective Date: 01-01-1997

1121.15 Maintaining books and accounts.

(A) The superintendent of financial institutions may prescribe the manner and form of keeping the books and accounts of banks, so the books and accounts may be as nearly uniform as circumstances permit.

(B) Any person that, by contract or otherwise, performs services for a bank or trust company or a representative office, agency, or branch licensed under Chapter 1119. of the Revised Code, whether on or off the premises of the bank, trust company, representative office, agency, or branch, is subject to examination by the superintendent as to the books and records of the bank, trust company, representative office, agency, or branch in the person's possession, to the same extent as if the services were being performed by the bank, trust company, representative office, agency, or branch itself. For the purposes of this division, "services" includes clerical, bookkeeping, accounting, statistical, and other services. A bank, trust company, representative office, agency, or branch shall notify the superintendent in writing whenever another person is performing services of this kind for the bank, trust company, representative office, agency, or branch, or the bank, trust company, representative office, agency, or branch changes the person performing the services.

Effective Date: 01-01-1997

1121.16 Prohibited acts - violations.

(A) No regulated person shall do any of the following:

(1) Refuse to allow any examination authorized by section 1121.10 of the Revised Code;

(2) Refuse to give information required by the division of financial institutions in the course of or in relation to an examination authorized by section 1121.10 of the Revised Code;

(3) Provide false or misleading information in the course of or in relation to an examination authorized by section 1121.10 of the Revised Code.

(B) If a regulated person violates division (A) of this section, the superintendent may do any of the following:

(1) Issue a cease and desist order pursuant to section 1121.32 of the Revised Code, a removal or prohibition order pursuant to section 1121.33 of the Revised Code, or a suspension or temporary prohibition order pursuant to section 1121.34 of the Revised Code;

(2) Appoint a conservator for the bank pursuant to section 1125.09 of the Revised Code;

(3) Initiate civil or criminal proceedings the superintendent considers appropriate.

Effective Date: 01-01-1997

1121.17 Executing documents.

(A) Accounts and other documents required by the superintendent of financial institutions may be signed and sworn to or affirmed on behalf of a bank by any officer authorized by the bank to do so.

(B) When the superintendent requires, any officer receiving any communication from the division of financial institutions relative to examination or investigation by the superintendent shall submit the communication to the bank's executive committee or board of directors.

Effective Date: 01-01-1997

1121.18 Confidentiality.

(A) Information leading to, arising from, or obtained in the course of the examination of a bank or any examination conducted pursuant to the authority of section 1121.10 or 1121.11 of the Revised Code is privileged and confidential. No person, including any person to whom the information is disclosed under the authority of this section, shall disclose information leading to, arising from, or obtained in the course of an examination, except as specifically provided in this section.

(B) The superintendent of financial institutions and the superintendent's agents and employees may disclose information leading to, arising from, or obtained in the course of an examination conducted pursuant to section 1121.10 or 1121.11 of the Revised Code as follows:

(1) To the governor, director of commerce, or deputy director of commerce to enable them to act in the interests of the public;

(2) To the banking commission to enable the commission to effectively advise the superintendent and take action on any matter the superintendent presents to the commission;

(3) To financial institution regulatory authorities of this and other states, the United States, and other countries to assist them in their regulatory duties;

(4) To the directors, officers, agents, and parent company of the bank or other person examined to assist them in conducting the business of the bank or other person examined in a safe and sound manner and in compliance with law;

(5) To law enforcement authorities conducting criminal investigations.

(C)

(1) Information leading to, arising from, or obtained in the course of an examination of a bank or other person pursuant to section 1121.10 or 1121.11 of the Revised Code shall not be discoverable from any source, and shall not be introduced into evidence, except in the following circumstances:

(a) In connection with criminal proceedings;

(b) When, in the opinion of the superintendent, it is appropriate with regard to enforcement actions taken and decisions made by the superintendent under the authority of Chapters 1101. to 1127. of the Revised Code regarding a bank, trust company, or other person;

(c) When litigation has been initiated by the superintendent in furtherance of the powers, duties, and obligations imposed upon the superintendent by Chapters 1101. to 1127. of the Revised Code;

(d) When authorized by agreements between the superintendent and financial institution regulatory authorities of this and other states, the United States, and other countries authorized by section 1121.11 of the Revised Code;

(e) When and in the manner authorized in section 1181.25 of the Revised Code.

(2) The discovery of information leading to, arising from, or obtained in the course of an examination pursuant to division (C)(1)(b), (c), or (d) of this section shall be limited to information that directly relates to the bank, trust company, regulated person, or other person who is the subject of the enforcement action, decision, or litigation.

(D) A report of an examination conducted pursuant to section 1121.10 or 1121.11 of the Revised Code is the property of the division of financial institutions. Under no circumstances may the bank or other person examined, its directors, officers, employees, agents, regulated persons, or contractors, or any person having knowledge or possession of a report of examination, or any of its contents, disclose or make public in any manner the report of examination or its contents. The authority provided in division (B)(4) of this section for use of examination information to assist in conducting the business of the bank or other person examined in a safe and sound manner and in compliance with law shall not be construed to authorize disclosure of a report of examination or any of its contents in conducting business with the examined bank's or person's customers, creditors, or shareholders, or with other persons.

(E) Whoever violates this section shall be removed from office, shall be liable, with the violator's bonder in damages to the person injured by the disclosure of information, and is guilty of a felony of the fourth degree.

Effective Date: 06-18-2002

1121.21 Reporting condition and income.

(A)

(1) Each bank and trust company shall report its condition and income to the division of financial institutions at the times, in the form, and including the information the superintendent of financial institutions prescribes.

(2) A bank or trust company shall maintain a summary of its most recent report of condition and income, in the form prescribed by the superintendent, in each of its banking or trust service offices, post notice of the availability of the summary in each office, and make the summary available to the public without charge.

(B) Any bank or trust company that fails to comply with division (A)(1) or (2) of this section is subject to a forfeiture of one hundred dollars for each day the failure continues unless the bank or trust company corrects the failure within seven days after receiving the superintendent's notice of the failure.

Effective Date: 01-01-1997

1121.23 [See notes for effective date] Criminal records check to be requested by superintendent.

Whenever the approval of the superintendent of financial institutions is required under Chapters 1101. to 1127. of the Revised Code, or under an order or supervisory action issued or taken under those chapters, for a person to serve as an organizer, incorporator, director, executive officer, or controlling shareholder of a bank, or to otherwise have a substantial interest in or participate in the management of a bank, the superintendent shall request the superintendent of the bureau of criminal identification and investigation, or a vendor approved by the bureau, to conduct a criminal records check based on the person's fingerprints in accordance with division (A)(14) of section 109.572 of the Revised Code. The superintendent of financial institutions shall request that criminal record information from the federal bureau of investigation be obtained as part of the criminal records check. Any fee required under division (C)(3) of section 109.572 of the Revised Code shall be paid by the person who is the subject of the request.

Effective Date: 2008 SB247 09-11-2008

1121.23 [See notes for effective date] Criminal records check to be requested by superintendent.

Whenever the approval of the superintendent of financial institutions is required under Chapters 1101. to 1127. of the Revised Code, or under an order or supervisory action issued or taken under those chapters, for a person to serve as an organizer, incorporator, director, executive officer, or controlling shareholder of a bank, or to otherwise have a substantial interest in or participate in the management of a bank, the superintendent shall request the superintendent of the bureau of criminal identification and investigation, or a vendor approved by the bureau, to conduct a criminal records check based on the person's fingerprints in accordance with section 109.572 of the Revised Code. The superintendent of financial institutions shall request that criminal record information from the federal bureau of investigation be obtained as part of the criminal records check. Any fee required under division (C)(3) of section 109.572 of the Revised Code shall be paid by the person who is the subject of the request.

Amended by 129th General AssemblyFile No.127, HB 487, §101.01. Section 812.11 of the Act appears to have intended that this amendment become eff. on 1/1/2013; however, that act section references code section 1123.23 instead of this code section.

Effective Date: 2008 SB247 09-11-2008

1121.24 Incomplete application or notice of proposed action or transaction.

(A) If, under Chapters 1101. to 1127. of the Revised Code, a proposed action or transaction is subject to the approval of the superintendent of financial institutions or an opportunity for the superintendent to disapprove, and if the person proposing the action or transaction is required to submit an application or notice to the superintendent, then the application or notice is not complete and the superintendent shall not accept it for processing until the person pays the fee established pursuant to division (C) of section 1121.29 of the Revised Code.

(B)

(1) If, under Chapters 1101. to 1127. of the Revised Code, a proposed action or transaction is subject to the approval of the superintendent or an opportunity for the superintendent to disapprove and the superintendent must make that determination within a certain time, and if the person proposing the action or transaction is required to submit an application or notice to the superintendent, then the time in which the superintendent must make the determination does not begin to run until the superintendent has determined the application or notice is complete and has accepted it for processing.

(2) Division (B)(1) of this section does not prohibit either of the following:

(a) The superintendent from denying, or issuing a disapproval of, an application or notice, prior to the superintendent's acceptance of the application or notice for processing, on the basis that the person who submitted the application or notice failed to include all of the items and address all of the issues required for the application or notice, if both of the following apply:

(i) The superintendent advised the person that the application or notice was incomplete.

(ii) After being advised by the superintendent that the application or notice was incomplete, the person did not, within a reasonable period of time, complete the application or notice.

(b) The superintendent from denying, or issuing a disapproval of, an application or notice on the basis that the person who submitted the application or notice failed to provide the information necessary for the superintendent to adequately consider the application or notice after the superintendent's acceptance of the application or notice for processing, if both of the following apply:

(i) After having begun processing the application or notice, the superintendent determined and advised the person that additional information was necessary to adequately consider the application or notice.

(ii) After being advised by the superintendent that additional information was necessary to adequately consider the application or notice, the person did not, within a reasonable period of time, provide that information.

(C) A determination by the superintendent that an application or notice is complete and is accepted for processing means only that the application or notice, on its face, appears to include all of the items and to address all of the matters that are required. A determination by the superintendent that an application or notice is complete and is accepted for processing is not an assessment of the substance of the application or notice, or of the sufficiency of the information provided.

Effective Date: 01-01-1997

1121.25 Request for confidentiality.

(A) The superintendent of financial institutions may grant confidential treatment for information in or related to an application or notice submitted to the superintendent pursuant to Chapters 1101. to 1127. of the Revised Code that is subject to the superintendent's approval or an opportunity for the superintendent to disapprove, if confidential treatment is requested by the person submitting the application or notice and any of the following applies:

(1) The information is of a commercial or financial nature, disclosure of which would likely result in substantial harm to the competitive position of the person submitting the application or notice, affiliates of the person submitting the application or notice, or any other party to the transaction or its affiliates.

(2) The information is of a personal, medical, financial, or similar nature, disclosure of which would result in a clearly unwarranted invasion of personal privacy.

(3) The information is contained in, related to, or derived from examinations, operating or condition reports, agreements, orders, or actions prepared by, or on behalf of, or for the use of a governmental agency or authority responsible for the regulation or supervision of financial institutions.

(4) The information has been filed with a governmental agency or authority and has not yet been approved for disclosure by that agency or authority.

(5) The information is specifically exempted from disclosure by statute.

(B) The person requesting confidential treatment under this section shall do so in writing at the time the application or notice containing the information, or additional information related to an application or notice, is submitted. The request shall separately address each item of information for which confidential treatment is requested, explaining the applicability of the asserted justification for confidential treatment and specifically demonstrating the harm that would result from public disclosure of the item of information or the reason the person submitting the application or notice cannot authorize public disclosure of the item of information. The person submitting the application or notice shall separately bind and identify all items of information for which confidential treatment is requested and make specific reference to those items in the remainder of the application or notice or additional information related to the application or notice.

(C) The superintendent shall review a request for confidential treatment and provide the person submitting the application or notice with written notice of the superintendent's decision on granting confidential treatment for each item of information for which it is requested. If the superintendent's decision is not to grant confidential treatment to an item of information, the person submitting the application or notice may withdraw the item of information by written notice within ten days after that person's receipt of the superintendent's decision. If the person submitting the application or notice fails to withdraw the item of information within the ten-day period, that person is deemed to have waived the right to withdraw, and the item of information is deemed a part of the application or notice available to the public.

(D) An item of information submitted with a request for confidential treatment is deemed not to have been filed with the superintendent until the superintendent grants confidential treatment or the person submitting the application or notice is deemed to have waived the right to withdraw the item of information. Until the item of information submitted with a request for confidential treatment is filed in accordance with this section, no person shall copy or inspect the item of information or anything derived from the item of information, except as is necessary to assist the superintendent in deciding whether to grant confidential treatment to the item of information in accordance with division (C) of this section.

(E) When an item of information is filed following the superintendent's decision to grant it confidential treatment, the item of information is not a public record, as defined in section 149.43 of the Revised Code, and shall be used only by the superintendent in connection with the performance of the duties and exercise of the powers of the superintendent. However, without prior notice to the person submitting the application or notice, the superintendent may disclose or comment on any of the contents of the application or notice in an order, statement, or opinion issued by the superintendent in connection with a decision on the application or notice.

Effective Date: 01-01-1997

1121.26 Considering impact of proposed action or transaction.

When considering the impact of a proposed action or transaction on the convenience and needs of the community to be served, both of the following shall apply:

(A) The superintendent of banks shall assess whether the facts and circumstances relating to the proposed action or transaction reasonably indicate that the purpose for the proposed action or transaction is to engage in the banking business and provide banking services in the community to be served, rather than to raise funds for other purposes or otherwise serve a nonbanking purpose.

(B) The superintendent shall not require the person proposing the action or transaction to prove any of the following:

(1) There is substantial unmet need for banking services in the community.

(2) The person will bring banking services or other particular advantages to the community that are not presently available there.

(3) The action or transaction will not adversely affect an existing financial institution in the community.

Effective Date: 01-01-1997

1121.27 Reasonable and necessary conditions.

If, under Chapters 1101. to 1127. of the Revised Code, a proposed action or transaction is subject to the approval of the superintendent of financial institutions and the superintendent is permitted to condition that approval, any condition imposed by the superintendent shall be reasonable and necessary.

Effective Date: 01-01-1997

1121.29 Schedule of assessments and fees.

(A)

(1) Each bank subject to inspection and examination by the superintendent of financial institutions and transacting business on the thirty-first day of December, or the bank's successor in interest, shall pay to the superintendent assessments as provided in this section. On the first day of July each year, the superintendent shall make each assessment based on the total assets as shown on the books of the bank as of the thirty-first day of December of the previous year. The superintendent shall collect the assessment on an annual or periodic basis, as provided by the superintendent. All assessments shall be paid within fourteen days of receiving an invoice for payment of the assessment.

(2) After determining the budget of the division of financial institutions for examination and regulation of banks, but prior to establishing the schedule of assessments under this division 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 division of banks fund pursuant to division (C) of section 1121.30 of the Revised Code.

(3) Each bank shall pay an assessment of not more than forty-five cents for each one thousand dollars of the gross amount of the assets of the bank, but in no case less than one thousand dollars. The superintendent shall establish the actual schedule of assessments on an annual basis, present the schedule to the banking commission for confirmation, and, each first day of January, forward copies of the current year's schedule to banks doing business under authority granted by the superintendent, or their successors in interest.

If during the period between the banking commission's confirmation of the schedule of assessments and the completion of the fiscal year in which those assessments will be collected, the banking commission determines additional money is required to adequately fund the operations of the division of financial institutions for that fiscal year, the banking commission may, by the affirmative vote of two-thirds of its members, increase the schedule of assessments for that fiscal year. The superintendent shall promptly notify each bank of the increased assessment, and each bank shall pay the increased assessment as made and invoiced by the superintendent.

(4) A 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. The bank shall pay the costs within fourteen days after receiving an invoice for payment.

(B)

(1) Whenever in the judgment of the superintendent the condition or conduct of a bank renders it necessary to make additional examinations and follow-up visitations within the examination cycle beyond the minimum required by division (A) of section 1121.10 of the Revised Code, the superintendent may charge the bank for the additional examinations and follow-up visitations as provided in division (C)(2) of this section. The bank shall pay the fee charged within fourteen days after receiving an invoice for payment.

(2) The superintendent may charge a bank for any examination of the bank's operations as a trust company and data processing facility in accordance with division (C) of this section whether that examination is the only examination of the bank in the examination cycle or in addition to other examinations of the bank's operations.

(C) The superintendent shall periodically establish a schedule of fees to be paid for the following:

(1) Examination of a bank or trust company at the request of the board of directors or the holders of a majority of the shares of that bank or trust company pursuant to division (C) of section 1121.10 of the Revised Code;

(2) Additional examinations and visitations of a bank in an examination cycle beyond the minimum required by division (A) of section 1121.10 of the Revised Code;

(3) Examinations of subsidiaries and affiliates;

(4) Examinations of data processing facilities;

(5) Examinations of trust companies;

(6) Application for a de novo charter;

(7) Application for a reorganization, including a merger, consolidation, or transfer of assets and liabilities;

(8) Application for an interim reorganization;

(9) Application for an additional banking office;

(10) Application for conversion to a bank doing business under authority granted by the superintendent;

(11) Notice of acquisition of control of a bank;

(12) Application for purchase by a bank of its own stock;

(13) Application for a debt or equity issue;

(14) Application for change in location;

(15) Application for authorization to act as a trust company;

(16) Certification of qualification as a trust company;

(17) Application for a foreign bank representative office, agency, or branch;

(18) All other examinations, applications, and notices considered necessary by the superintendent.

(D)

(1) The superintendent may waive any fees provided for in division (C) of this section to protect the interests of depositors and for other fair and reasonable purposes as determined by the superintendent.

(2) The fees established by the superintendent pursuant to division (C) of this section for processing applications and notices and conducting and processing examinations shall be reasonable considering the direct and indirect costs to the division, as determined by the superintendent, of processing the applications and for conducting and processing the examinations.

(3) The superintendent may determine charging a fee authorized pursuant to division (C) of this section for a particular examination, application, notice, or certification is not necessary.

(E) The superintendent shall determine and charge reasonable fees for furnishing and certifying copies of documents filed with the division and for any expenses incurred by the division in the publication or serving of required notices.

(F) Assessments and examination and application fees charged and collected pursuant to this section are not refundable. Any fee charged for an examination pursuant to this section shall be paid within fourteen days after receiving an invoice for payment of the fee.

(G) 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 bank's fund.

Effective Date: 01-01-1997

1121.30 Banks fund.

(A) All assessments, fees, charges, and forfeitures provided for in Chapters 1101. to 1127. and sections 1315.01 to 1315.18 of the Revised Code, except civil penalties assessed pursuant to section 1121.35 or 1315.152 of the Revised Code, shall be paid to the superintendent of financial institutions, and the superintendent shall deposit them into the state treasury to the credit of the banks fund, which is hereby created.

(B) The superintendent may expend or obligate the banks fund to defray the costs of the division of financial institutions in administering Chapters 1101. to 1127. and sections 1315.01 to 1315.18 of the Revised Code. The superintendent shall pay from the fund all actual and necessary expenses incurred by the superintendent, including for any services rendered by the department of commerce for the division's administration of Chapters 1101. to 1127. and sections 1315.01 to 1315.18 of the Revised Code. The fund shall be assessed a proportionate share of the administrative costs of the department and the division of financial institutions. The proportionate share of the administration costs of the division of financial institutions shall be determined in accordance with procedures prescribed by the superintendent and approved by the director of budget and management. The amount assessed for the fund's proportional share of the department's administrative costs and the division's administrative costs shall be paid from the banks fund to the division of administration fund and the division of financial institutions fund respectively.

(C) Any money deposited into the state treasury to the credit of the banks fund, but not expended or encumbered by the superintendent to defray the costs of administering Chapters 1101. to 1127. and sections 1315.01 to 1315.18 of the Revised Code, shall remain in the banks fund for expenditures by the superintendent in subsequent years.

Effective Date: 01-01-1997; 04-06-2007

1121.32 Notice of charges and intent to issue cease and desist order.

(A) The superintendent of financial institutions may issue and serve a notice of charges and intent to issue a cease and desist order upon a bank, trust company, or regulated person, if, in the opinion of the superintendent, either of the following applies to the bank, trust company, or regulated person:

(1) The bank, trust company, or regulated person is engaging, has engaged, or, the superintendent has reasonable cause to believe, is about to engage in an unsafe or unsound practice in conducting the bank's or trust company's business;

(2) The bank, trust company, or regulated person is violating, has violated, or, the superintendent has reasonable cause to believe, is about to violate any of the following:

(a) A law or rule;

(b) A condition imposed in writing by the superintendent in connection with granting an application or notice that is subject to the superintendent's approval or an opportunity for the superintendent to disapprove or other request by the bank, trust company, or regulated person;

(c) A written agreement entered into with the superintendent.

(B) The notice of charges and intent to issue as cease and desist order shall include all of the following:

(1) A statement of the violation or violations or unsafe or unsound practice or practices alleged;

(2) A statement of the facts constituting the violation or violations or unsafe or unsound practice or practices alleged;

(3) Notice that the bank, trust company, or regulated person is entitled to a hearing, in accordance with section 1121.38 of the Revised Code, to determine whether a cease and desist order should be issued against the bank, trust company, or regulated person, if the bank, trust company, or regulated person requests the hearing within thirty days of service of the notice;

(4) Notice that, if the bank, trust company, or regulated person makes a timely request for a hearing, the bank, trust company, or regulated person may appear at the hearing in person or by attorney or by presenting positions, arguments, and contentions in writing, and at the hearing may present evidence and examine witnesses for and against the bank, trust company, or regulated person.

(5) Notice that failure of the bank, trust company, or regulated person to make a timely request for a hearing to determine whether a cease and desist order should be issued or to appear at the hearing, in person, by attorney, or by writing, is consent by the bank, trust company, or regulated person to the issuance of the cease and desist order.

(C) The superintendent may issue a cease and desist order against the bank, trust company, or regulated person, if any of the following applies:

(1) The bank, trust company, or regulated person consents to the issuance of the cease and desist order;

(2) Upon the record of the hearing the superintendent finds a violation or unsafe or unsound practice has been established;

(3) The superintendent determines the bank's or trust company's books and records are too incomplete or inaccurate to permit the superintendent, through the normal supervisory process, to determine the financial condition of the bank or trust company or the details or purpose of one or more transactions that may have a material effect on the financial condition of the bank or trust company;

(4) The superintendent finds the violation or unsafe or unsound practice alleged is likely, prior to completion of the hearing, to cause any of the following:

(a) The bank's or trust company's insolvency;

(b) Significant dissipation of the bank's or trust company's earnings or assets;

(c) Weakening of the bank's or trust company's condition or other prejudice to the interests of the bank's depositors or trust company's beneficiaries.

(D) A cease and desist order may require the bank, trust company, or regulated person to cease and desist from each violation or unsafe or unsound practice, to correct or remedy the conditions resulting from each violation or unsafe or unsound practice, and to take affirmative action, including any of the following:

(1) Make restitution or provide reimbursement, indemnification, or guarantee against loss, if either of the following applies:

(a) The bank, trust company, or regulated person was or will be unjustly enriched in connection with the violation or practice;

(b) The violation or practice involved a reckless disregard for the law or any applicable rule or prior order of the superintendent.

(2) Restrict the bank's or trust company's growth;

(3) Dispose of any loan or asset involved;

(4) Rescind agreements or contracts;

(5) Employ qualified officers or employees, who may be subject to approval by the superintendent;

(6) Take any other action the superintendent determines appropriate.

(E) A cease and desist order issued by the superintendent is effective at the time specified in the order, which shall be as follows:

(1) In the case of a cease and desist order issued pursuant to division (C)(2) of this section, not less than thirty days after service of the order upon the bank, trust company, or regulated person;

(2) In the case of a cease and desist order issued pursuant to division (C)(1), (3), or (4) of this section, immediately upon service of the order on the bank, trust company, or regulated person.

(F) A cease and desist order shall remain effective and enforceable as provided in the order except to the extent it is stayed, modified, terminated, or set aside by action of the superintendent or a reviewing court. If, upon the record of a hearing, the superintendent determines not to issue a cease and desist order, any cease and desist order issued pursuant to division (C)(3) or (4) of this section is terminated.

(G) Within ten days after being served a cease and desist order issued pursuant to division (C)(3) or (4) of this section, a bank, trust company, or regulated person may apply to the court of common pleas of the county in which the principal place of business of the bank, trust company, or regulated person, or residence of the regulated person, is located, or the court of common pleas of Franklin county, for an injunction setting aside, limiting, or suspending the enforcement, operation, or effectiveness of the cease and desist order pending completion of the hearing to determine whether a cease and desist order should be issued against the bank, trust company, or regulated person pursuant to division (C)(2) of this section, and the court has jurisdiction to issue the injunction.

(H) The superintendent shall serve a certified copy of a cease and desist order issued pursuant to this section on any bank or trust company in relation to which the object of the cease and desist order is a regulated person.

Effective Date: 01-01-1997

1121.33 Notice of charges and intent to remove regulated person from office or prohibit further participation.

(A) The superintendent of financial institutions may issue and serve a notice of charges and intent to remove a regulated person from office or prohibit a regulated person from further participation in the conduct of the affairs of a bank or trust company, or both, if, in the opinion of the superintendent, all of the following apply:

(1) The regulated person has, directly or indirectly, done any of the following:

(a) Violated any of the following:

(i) A law or rule;

(ii) A final cease and desist order;

(iii) A condition imposed in writing by the superintendent in connection with granting an application or notice that is subject to the superintendent's approval or an opportunity for the superintendent to disapprove or other request by a bank, trust company, or regulated person;

(iv) A written agreement between a bank or trust company and the superintendent, or between the regulated person and the superintendent.

(b) Engaged or participated in an unsafe or unsound practice in connection with a bank, trust company, or other business institution;

(c) Committed or engaged in an act, omission, or practice constituting a breach of the regulated person's fiduciary duty as a regulated person.

(2) The violation, practice, or breach results in any of the following:

(a) A bank, trust company, or other business institution has suffered or will probably suffer substantial financial loss or other damage;

(b) The interests of a bank's depositors or shareholders or trust company's beneficiaries or shareholders have been or could be prejudiced;

(c) The regulated person has received or will receive financial gain or other benefit.

(3) The violation, practice, or breach does either of the following:

(a) Involves personal dishonesty on the part of the regulated person;

(b) Demonstrates willful or continuing disregard by the regulated person for the safety and soundness of a bank, trust company, or business institution.

(B) The notice of charges and intent to remove a regulated person from office or prohibit a regulated person from further participation in the conduct of the affairs of a bank or trust company shall include all of the following:

(1) A statement of the violation or violations, unsafe or unsound practice or practices, or breach or breaches alleged;

(2) A statement of the facts constituting the grounds for the proposed removal or prohibition order;

(3) Notice that the regulated person is entitled to a hearing, in accordance with section 1121.38 of the Revised Code, to determine whether an order removing the regulated person from office, prohibiting the regulated person from further participation in the conduct of the affairs of a bank or trust company, or both, should be issued against the regulated person if the regulated person requests the hearing within thirty days after service of the notice;

(4) Notice that, if the regulated person makes a timely request for a hearing, the regulated person may appear at the hearing in person, by attorney, or by presenting positions, arguments, and contentions in writing, and at the hearing may present evidence and examine witnesses for and against the regulated person.

(5) Notice that failure of the regulated person to timely request a hearing to determine whether an order removing the regulated person from office, prohibiting the regulated person from further participation in the conduct of the affairs of a bank or trust company, or both, should be issued or to appear at the hearing, in person, by attorney, or by writing, is consent by the regulated person to the issuance of the order.

(C) The superintendent may issue an order removing the regulated person from office or prohibiting the regulated person from further participation in the conduct of the affairs of a bank or trust company, or both, if either of the following applies:

(1) The regulated person consents to the issuance of the order;

(2) Upon the record of the hearing the superintendent finds the grounds for the order have been established.

(D) A regulated person who has been removed from office or prohibited from further participation in the conduct of the affairs of a bank or trust company pursuant to this section shall not, while the removal or prohibition order is in effect, continue or commence to hold any office of or participate in any manner in the conduct of the affairs of any bank or trust company in this state, except as specifically permitted by the superintendent pursuant to modification of the order. Participation in the conduct of the affairs of a bank or trust company includes doing any of the following:

(1) Soliciting, procuring, transferring, attempting to transfer, voting, or attempting to vote any proxy, consent, or authorization with respect to any voting rights in any bank or trust company;

(2) Violating any voting agreement previously approved by the superintendent;

(3) Voting for a director of any bank or trust company.

(E) An order issued by the superintendent pursuant to this section is effective at the time specified in the order, which, in the case of an order issued pursuant to division (C)(2) of this section, shall be not less than thirty days after service of the order on the regulated person.

(F) An order issued by the superintendent pursuant to this section shall remain enforceable and effective as provided in the order except to the extent it is stayed, modified, terminated, or set aside by action of the superintendent or a reviewing court.

(G) The superintendent shall serve a certified copy of a removal or prohibition order issued pursuant to this section on any bank or trust company in relation to which the object of the removal or prohibition order is a regulated person.

Effective Date: 01-01-1997

1121.34 Issuing order suspending regulated person or temporarily prohibiting further participation.

(A)

(1) The superintendent of financial institutions may issue an order suspending a regulated person from office or temporarily prohibiting a regulated person from further participation in the conduct of the affairs of a bank or trust company, or both, if both of the following apply:

(a) The superintendent serves, or has served, the regulated person with a notice of charges and intent to remove the regulated person or prohibit the regulated person from further participation in the conduct of the affairs of a bank or trust company pursuant to section 1121.33 of the Revised Code.

(b) The superintendent determines the suspension or temporary prohibition is necessary for the protection of a bank or trust company or the interests of a bank's depositors or a trust company's beneficiaries.

(2) An order issued pursuant to division (A)(1) of this section is effective immediately upon service on the regulated person, and remains effective and enforceable as provided in the order except to the extent it is stayed, modified, terminated, or set aside by action of the superintendent or a reviewing court. If, upon the record of a hearing, the superintendent determines not to issue an order removing a regulated person from office or prohibiting a regulated person's further participation in the conduct of the affairs of a bank or trust company pursuant to section 1121.33 of the Revised Code, the order issued pursuant to division (A)(1) of this section is terminated.

(3) Within ten days after being served a suspension or temporary prohibition order pursuant to division (A)(1) of this section, a regulated person may apply to the court of common pleas of the county in which the residence of the regulated person is located, or the court of common pleas of Franklin county, for an injunction setting aside, limiting, or suspending the enforcement, operation, or effectiveness of the suspension or temporary prohibition order pending completion of the hearing on the notice of charges served on the regulated person pursuant to section 1121.33 of the Revised Code, and the court has jurisdiction to issue the injunction.

(B)

(1) Whenever a regulated person is charged in any information, indictment, or complaint, authorized by a prosecuting attorney or a United States attorney, with the commission of or participation in a felony involving dishonesty or breach of trust or involving a depository institution, the superintendent may suspend the regulated person from office or temporarily prohibit the regulated person's further participation in the conduct of the affairs of a bank or trust company, or both. A suspension or temporary prohibition order issued pursuant to division (B)(1) of this section is effective immediately upon service on the regulated person, and remains effective and enforceable until the information, indictment, or complaint is finally disposed of or the superintendent terminates the order.

(2) If a judgment of conviction or an agreement to enter a pretrial diversion or other similar program is entered against a regulated person with respect to the information, indictment, or complaint and, in the case of a judgment of conviction, is not subject to further appellate review, the superintendent may remove the regulated person from office, prohibit the regulated person from further participation in the conduct of the affairs of a bank or trust company, or both. A removal or prohibition order issued pursuant to division (B)(2) of this section is effective immediately upon service on the regulated person, and remains effective and enforceable as provided in the removal or prohibition order except to the extent it is stayed, modified, terminated, or set aside by action of the superintendent.

(3) A finding of not guilty or other disposition of the information, indictment, or complaint does not preclude the superintendent from subsequently instituting proceedings pursuant to section 1121.33 of the Revised Code to remove the regulated person from office or to prohibit the regulated person from further participation in the conduct of the affairs of a bank or trust company, or both.

(C) The superintendent shall serve a certified copy of a suspension or temporary prohibition order issued pursuant to division (A) or (B)(1) of this section or a removal or prohibition order issued pursuant to division (B)(2) of this section on any bank or trust company in relation to which the object of the suspension, removal, or prohibition order is a regulated person.

(D) A regulated person who has been suspended, removed from office, or temporarily or otherwise prohibited from further participation in the conduct of the affairs of a bank or trust company pursuant to this section shall not, while the suspension, removal, or prohibition order is in effect, continue or commence to hold any office of or participate in any manner in the conduct of the affairs of a bank or trust company in this state, except as specifically permitted by the superintendent pursuant to modification of the suspension, removal, or prohibition order. Participation in the conduct of the affairs of a bank or trust company includes doing any of the following:

(1) Soliciting, procuring, transferring, attempting to transfer, voting, or attempting to vote any proxy, consent, or authorization with respect to any voting rights in any bank or trust company;

(2) Violating any voting agreement previously approved by the superintendent;

(3) Voting for a director of any bank or trust company.

(E) If at any time, because of the suspension of one or more directors pursuant to this section, there are on the board of directors of a bank less than a quorum of directors not suspended, all powers and functions vested in or exercisable by the board shall be vested in and be exercisable by the director or directors on the board not suspended, until the time there is a quorum of the board of directors. If all the directors of a bank are suspended pursuant to this section, the superintendent shall appoint persons to serve temporarily as directors in their place, pending termination of the suspensions or until those who have been suspended cease to be directors of the bank and their successors take office.

Effective Date: 01-01-1997

1121.35 Civil penalty.

(A) The superintendent of financial institutions may assess civil penalties against a bank, trust company, or, in relation to matters concerning a state bank, foreign bank, or trust company, a regulated person for each day a violation, unsafe or unsound practice, or breach continues as follows:

(1) The superintendent may assess a civil penalty of not more than five thousand dollars per day if the bank, trust company, or regulated person violates any of the following:

(a) Any law or rule;

(b) Any order issued pursuant to any of section 1121.32 , 1121.33 , 1121.34 , or 1121.41 of the Revised Code;

(c) Any condition imposed in writing by the superintendent in connection with granting any application or notice that is subject to the superintendent's approval or an opportunity for the superintendent to disapprove or other request by the bank, trust company, or regulated person;

(d) A written agreement between the bank, trust company, or regulated person and the superintendent.

(2) The superintendent may assess a civil penalty of not more than twenty-five thousand dollars per day if both of the following apply:

(a) The bank, trust company, or regulated person does any of the following:

(i) Commits any violation listed in division (A)(1) of this section;

(ii) Recklessly engages in an unsafe or unsound practice;

(iii) Breaches any fiduciary duty.

(b) The violation, unsafe or unsound practice, or breach is any of the following:

(i) Part of a pattern of misconduct;

(ii) Causes or is likely to cause more than a minimal loss to the bank or trust company;

(iii) Results in pecuniary gain or other benefit to the regulated person.

(3) The superintendent may assess a civil penalty of not more than one hundred thousand dollars per day or, in the case of a bank or trust company, the lesser of one per cent of the assets of the bank or trust company or one hundred thousand dollars per day if both of the following apply:

(a) The bank, trust company, or regulated person knowingly does any of the following:

(i) Commits any violation listed in division (A)(1) of this section;

(ii) Engages in an unsafe or unsound practice;

(iii) Breaches any fiduciary duty.

(b) By reason of the violation, unsafe or unsound practice, or breach, the bank, trust company, or regulated person knowingly or recklessly causes either:

(i) Substantial loss to the bank or trust company;

(ii) Substantial pecuniary benefit to the regulated person.

(B) The notice of assessment of a civil penalty shall include all of the following:

(1) A statement of the violation or violations or unsafe or unsound practice or practices or breach or breaches alleged;

(2) A statement of the facts supporting the assessment of the civil penalty;

(3) Notice that the bank, trust company, or regulated person is entitled to a hearing, in accordance with section 1121.38 of the Revised Code to determine whether a civil penalty should be assessed against the bank, trust company, or regulated person, if the bank, trust company, or regulated person requests the hearing within thirty days of service of the notice of assessment of a civil penalty;

(4) Notice that, if the bank, trust company, or regulated person makes a timely request for a hearing, the bank, trust company, or regulated person may appear at the hearing in person, by attorney, or by presenting positions, arguments, and contentions in writing, and at the hearing may present evidence and examine witnesses for and against the bank, trust company, or regulated person;

(5) Notice that failure of the bank, trust company, or regulated person to make a timely request for a hearing to determine whether a civil penalty should be assessed against the bank, trust company, or regulated person, or to appear at the hearing, in person, by attorney, or by writing, is consent by the bank, trust company, or regulated person to the assessment of the civil penalty.

(C) The superintendent may assess a civil penalty if either of the following applies:

(1) The bank, trust company, or regulated person consents to the assessment of the civil penalty;

(2) Upon the record of the hearing the superintendent finds a violation, unsafe or unsound practice, or breach has been established.

(D) In determining the amount of the civil penalty to be assessed, the superintendent shall consider all of the following:

(1) The seriousness of and the risk posed by the violation, unsafe or unsound practice, or breach;

(2) The bank's, trust company's, or regulated person's good faith efforts to prevent the violation, unsafe or unsound practice, or breach;

(3) The bank's, trust company's, or regulated person's history regarding violations, unsafe or unsound practices, and breaches;

(4) The bank's, trust company's, or regulated person's financial resources;

(5) Any other matters justice may require.

(E) A regulated person is personally liable for the payment of any civil penalty the regulated person is assessed pursuant to this section. No bank or trust company of which a regulated person is a director, officer, employee, or controlling shareholder, or in the conduct of the affairs of which the regulated person participated, shall pay or cause to be paid on behalf of the regulated person, or indemnify or otherwise reimburse the regulated person for paying, any civil penalty assessed against the regulated person.

(F) Any bank, trust company, or regulated person assessed a civil penalty pursuant to this section shall pay the civil penalty to the superintendent, and the superintendent shall deposit any civil penalty paid into the state treasury to the credit of the general revenue fund.

Effective Date: 01-01-1997

1121.37 Serving notice.

(A) The superintendent of financial institutions may serve any notice the superintendent is required or authorized to give and any subpoena or order the superintendent is required or authorized to issue pursuant to Chapters 1101. to 1127. of the Revised Code, at the sole discretion of the superintendent, by any of the following means:

(1) In person by the superintendent or an employee or agent of the division of financial institutions;

(2) By regular mail;

(3) By registered or certified mail;

(4) By private carrier;

(5) By any other means permitted by the Rules of Civil Procedure for service of process;

(6) By any other manner the superintendent provides, by rule or otherwise, that is reasonably calculated to give notice, including by publication.

(B) The superintendent may serve any notice, subpoena, or order described in division (A) of this section on a regulated person by mailing or delivering the notice, subpoena, or order in accordance with division (A) of this section to the principal place of business of the bank or trust company to the attention of the regulated person.

(C) A notice, subpoena, or order served by the superintendent in accordance with this section is effective upon delivery with respect to divisions (A)(1) and (4) of this section, upon placing in the regular mail with respect to divisions (A)(2) and (3) of this section, and upon publication or completion of the act reasonably calculated to give notice with respect to division (A)(6) of this section.

(D) Fees for service of a notice, subpoena, or order described in division (A) of this section shall be paid from amounts appropriated to the division of financial institutions for that purpose.

Effective Date: 01-01-1997

1121.38 Administrative hearing.

(A)

(1) An administrative hearing provided for in section 1121.32 , 1121.33 , 1121.35 , or 1121.41 of the Revised Code shall be held in the county in which the principal place of business of the bank or trust company or residence of the regulated person is located, unless the bank, trust company, or regulated person requesting the hearing consents to another place. Within ninety days after the hearing, the superintendent of financial institutions shall render a decision, which shall include findings of fact upon which the decision is predicated, and shall issue and serve on the bank, trust company, or regulated person the decision and an order consistent with the decision. Judicial review of the order is exclusively as provided in division (B) of this section. Unless a notice of appeal is filed in a court of common pleas within thirty days after service of the superintendent's order as provided in division (B) of this section, and until the record of the administrative hearing has been filed, the superintendent may, at anytime, upon the notice and in the manner the superintendent considers proper, modify, terminate, or set aside the superintendent's order. After filing the record, the superintendent may modify, terminate, or set aside the superintendent's order with permission of the court.

(2) In the course of, or in connection with, an administrative hearing governed by this section, the superintendent, or a person designated by the superintendent to conduct the hearing, may administer oaths and affirmations, take or cause depositions to be taken, and issue, revoke, quash, or modify subpoenas and subpoenas duces tecum. The superintendent may adopt rules regarding these hearings. The attendance of witnesses and the production of documents provided for in this section may be required from any place within or outside the state. A party to a hearing governed by this section may apply to the court of common pleas of Franklin county, or the court of common pleas of the county in which the hearing is being conducted or the witness resides or carries on business, for enforcement of a subpoena or subpoena duces tecum issued pursuant to this section, and the courts have jurisdiction and power to order and require compliance with the subpoena. Witnesses subpoenaed under this section shall be paid the fees and mileage provided for under section 119.094 of the Revised Code.

(B)

(1) A bank, trust company, or regulated person against whom the superintendent issues an order upon the record of a hearing under the authority of section 1121.32 , 1121.33 , 1121.35 , or 1121.41 of the Revised Code may obtain a review of the order by filing a notice of appeal in the court of common pleas in the county in which the principal place of business of the bank, trust company, or regulated person, or residence of the regulated person, is located, or in the court of common pleas of Franklin county, within thirty days after the date of service of the superintendent's order. The clerk of the court shall promptly transmit a copy of the notice of appeal to the superintendent, and the superintendent shall file the record of the administrative hearing. Upon the filing of the notice of appeal, the court has jurisdiction, which upon the filing of the record of the administrative hearing is exclusive, to affirm, modify, terminate, or set aside, in whole or in part, the superintendent's order.

(2) The commencement of proceedings for judicial review pursuant to division (B) of this section does not, unless specifically ordered by the court, operate as a stay of any order issued by the superintendent. If it appears to the court an unusual hardship to the appellant bank, trust company, or regulated person will result from the execution of the superintendent's order pending determination of the appeal, and the interests of depositors and the public will not be threatened by a stay of the order, the court may grant a stay and fix its terms.

(C) The superintendent may, in the sole discretion of the superintendent, apply to the court of common pleas of the county in which the principal place of business of the bank, trust company, or regulated person, or residence of the regulated person, is located, or the court of common pleas of Franklin county, for the enforcement of an effective and outstanding superintendent's order issued under section 1121.32 , 1121.33 , 1121.34 , 1121.35 , or 1121.41 of the Revised Code, and the court has jurisdiction and power to order and require compliance with the superintendent's order. In an action by the superintendent pursuant to this division to enforce an order assessing a civil penalty issued under section 1121.35 of the Revised Code, the validity and appropriateness of the civil penalty is not subject to review.

(D) No court has jurisdiction to affect, by injunction or otherwise, the issuance or enforcement of an order issued under section 1121.32 , 1121.33 , 1121.34 , 1121.35 , or 1121.41 of the Revised Code or to review, modify, suspend, terminate, or set aside an order issued under section 1121.32 , 1121.33 , 1121.34 , 1121.35 , or 1121.41 of the Revised Code, except as provided in this section, in division (G) of section 1121.32 of the Revised Code for an order issued pursuant to division (C)(3) or (4) of section 1121.32 of the Revised Code, or in division (A)(3) of section 1121.34 of the Revised Code for an order issued pursuant to division (A)(1) of section 1121.34 of the Revised Code.

(E) Nothing in this section or in any other section of the Revised Code or rules implementing this or any other section of the Revised Code shall prohibit or limit the superintendent from doing any of the following:

(1) Issuing orders pursuant to section 1121.32 , 1121.33 , 1121.34 , 1121.35 , or 1121.41 of the Revised Code;

(2) Individually or contemporaneously taking any other action provided by law or rule with respect to a bank, trust company, or regulated person;

(3) Taking any action provided by law or rule with respect to a bank, trust company, or regulated person, whether alone or in conjunction with another regulatory agency or authority.

Effective Date: 01-01-1997; 2008 HB525 07-01-2009

1121.39 Notice served within 6 years of resignation, termination or separation.

The resignation, termination of employment or participation, or separation of a regulated person, including a separation caused by the closing of a bank or trust company, shall not affect the jurisdiction and authority of the superintendent of financial institutions to issue any notice and proceed against the regulated person under section 1121.32 , 1121.33 , 1121.34 , or 1121.35 of the Revised Code, if the notice is served in accordance with section 1121.37 of the Revised Code within six years after the date of the regulated person's resignation, termination, or separation from the bank or trust company.

Effective Date: 01-01-1997

1121.41 Notice of charges and intent to issue supervision order.

(A) The superintendent of financial institutions may issue and serve a notice of charges and intent to issue an order placing a bank or trust company under supervision and appointing a supervisor for the bank or trust company, if, in the opinion of the superintendent, any of the following applies:

(1) In the case of a bank, any of the conditions listed in section 1125.09 of the Revised Code for appointing a conservator or in section 1125.18 of the Revised Code for taking possession of a bank and appointing a receiver, exists.

(2) In the case of a trust company, any of the conditions listed in section 1111.32 of the Revised Code for revoking a license to do trust business, exists.

(3) The bank or trust company is in such condition that the further transaction of business would be hazardous, financially or otherwise, to its shareholders, depositors, its creditors, or the public.

(B) The notice of charges and intent to issue an order placing a bank or trust company under supervision and appointing a supervisor shall include all of the following:

(1) A statement of the alleged basis for the superintendent's placing the bank or trust company under supervision and appointing a supervisor and the period for supervision;

(2) A statement of the facts supporting the superintendent's placing the bank or trust company under supervision and appointing a supervisor;

(3) A statement of the requirements to abate the superintendent's placing the bank or trust company under supervision and appointing a supervisor;

(4) A statement, in accordance with division (D) of this section, of actions the bank or trust company would be prohibited from undertaking during the period of supervision without the prior approval of the superintendent or the supervisor appointed by the superintendent;

(5) Notice of both of the following:

(a) The bank or trust company is entitled to a hearing, conducted in accordance with section 1121.38 of the Revised Code, to determine whether the superintendent should issue an order placing the bank or trust company under supervision and appointing a supervisor, if the bank or trust company requests the hearing within thirty days after service of the superintendent's notice of charges and intent to issue an order placing the bank or trust company under supervision and appointing a supervisor;

(b) Failure to request the hearing in the time allowed, or failure to appear at a hearing timely requested, is consent to the issuance of the order placing the bank or trust company under supervision and appointing a supervisor.

(6) Notice that if the bank or trust company makes a timely request for a hearing, all of the following apply:

(a) The bank or trust company may appear at the hearing in person, by attorney, or by presenting positions, arguments, and contentions in writing.

(b) At the hearing the bank or trust company may present evidence and examine witnesses for and against the bank or trust company.

(c) The hearing will be set for a date within ten days after the superintendent's receipt of the request for the hearing or a later date mutually agreed to by the bank or trust company and the superintendent.

(C) The superintendent may issue an order placing the bank or trust company under supervision and appointing a supervisor, if either of the following applies:

(1) The bank or trust company consents to the issuance of the order;

(2) Upon the record of the hearing the superintendent finds any of the following:

(a) In the case of a bank, any of the conditions listed in section 1125.09 of the Revised Code for appointing a conservator or in section 1125.18 of the Revised Code for taking possession of a bank and appointing a receiver, exists.

(b) In the case of a trust company, any of the conditions listed in section 1111.32 of the Revised Code for revoking a license to do trust business, exists.

(c) The bank or trust company is in such condition that further transaction of business would be hazardous to its shareholders, its depositors, its creditors, or the public.

(D) An order placing a bank or trust company under supervision and appointing a supervisor may prohibit the bank or trust company from doing any of the following during the period of supervision without the prior approval of either the superintendent or the supervisor appointed by the superintendent:

(1) Disposing of, conveying, or encumbering any of its assets;

(2) Withdrawing any of its bank accounts;

(3) Lending any of its funds;

(4) Investing any of its funds;

(5) Transferring any of its property;

(6) Incurring any debt, obligation, or liability.

(E) An order placing a bank or trust company under supervision and appointing a supervisor is effective at the time specified in the order which, in the case of an order issued pursuant to division (C)(2) of this section, shall not be less than thirty days after service of the order on the bank or trust company.

(F) An order placing a bank or trust company under supervision and appointing a supervisor remains effective and enforceable as provided in the order, except to the extent the order is stayed, modified, terminated, or set aside by action of the superintendent or a reviewing court.

(G) The cost incident to the supervisor's service shall be fixed and determined by the superintendent, and shall be a charge against the assets and funds of the bank or trust company to be allowed and paid as the superintendent determines.

Effective Date: 01-01-1997

1121.43 Monthly publication by superintendent of violations.

(A) Except as provided in division (B) of this section, the superintendent of financial institutions shall publish and make available to the public on a monthly basis all of the following:

(1) Any written agreement or other writing for which a violation may be enforced by the superintendent;

(2) Any final order issued pursuant to section 1121.32 , 1121.33 , 1121.34 , 1121.35 , or 1121.41 of the Revised Code;

(3) Any modification or termination of an agreement, other writing, or order made public pursuant to this section.

(B)

(1) If, in the superintendent's discretion, the superintendent determines that publishing a written agreement or other writing and making it available to the public pursuant to division (A)(1) of this section would be contrary to the public interest, the superintendent shall not publish the written agreement or other writing or make it available to the public.

(2) If the superintendent determines that publishing a final order and making it available to the public pursuant to division (A)(2) of this section would seriously threaten the safety and soundness of a bank or trust company, the superintendent may delay the publication for a reasonable time.

Effective Date: 01-01-1997

1121.45 Meeting with regulated persons.

(A) The superintendent of financial institutions may call and convene a meeting with the regulated persons the superintendent determines to be appropriate at a location within this state and at a date and time established by the superintendent upon notice served in accordance with section 1121.37 of the Revised Code. The regulated persons notified of the meeting shall attend the meeting unless excused by the superintendent for reasonable cause at the superintendent's sole discretion. Failure of a regulated person to attend a meeting called and convened in accordance with this division, unless excused by the superintendent, is grounds for suspending or removing the regulated person from office or imposing civil penalties against the regulated person.

(B) If a quorum of the board of directors of a bank or an affiliate of a bank attends a meeting called and convened by the superintendent pursuant to division (A) of this section, they may convene a meeting of the board of directors to address matters related to the superintendent's meeting, notwithstanding any contrary provision of the bank's articles of incorporation, code of regulations, or bylaws related to notice of a board of directors meeting.

(C) The records of any meeting called and convened in accordance with division (A) of this section and the discussions, information, and documentation presented at the meeting are, in the possession of any person, confidential and privileged and shall not be disclosed except as provided in section 1121.18 of the Revised Code.

Effective Date: 01-01-1997

1121.47 Superintendent - order and subpoena powers.

(A) The superintendent of financial institutions may do both of the following:

(1) Summon and compel, by order or subpoena, witnesses to appear before the superintendent, deputy superintendent, examiner, or attorney examiner, and testify under oath regarding the affairs of a bank or trust company or, in relation to matters concerning a state bank, foreign bank, or trust company, a regulated person;

(2) Compel, by order or subpoena, the production of any record, book, paper, document, item, or other thing pertaining to a bank or trust company or, in relation to matters concerning a state bank, foreign bank, or trust company, a regulated person.

(B) The superintendent shall serve an order or subpoena issued pursuant to division (A) of this section in any manner provided by section 1121.37 of the Revised Code.

(C) If a person fails to comply with an order or subpoena of the superintendent or refuses to testify to any matter regarding which the person is lawfully interrogated before the division of financial institutions, on application of the superintendent, the court of common pleas of the county in which the person resides or in which the principal place of business of the person is located, or a judge of the court, shall compel compliance by attachment proceedings as for contempt in the case of noncompliance with a subpoena issued from the court or refusal to testify in the court. Failure of a regulated person to comply fully with an order or subpoena issued under the authority of this section shall be grounds for removing the regulated person from office, prohibiting the regulated person from participating directly or indirectly in the affairs of a bank or trust company, or imposing civil penalties against the regulated person.

Effective Date: 01-01-1997

1121.48 Suits and court proceedings.

(A) All suits and court proceedings brought by the superintendent of financial institutions shall be brought in the name of the state upon the superintendent's relation, and shall be conducted by the attorney general.

(B) A suit or court proceeding brought by the superintendent may be prosecuted in the court of common pleas of Franklin county, or of any other county in which the defendant or any of the defendants resides or may be found.

(C) In all suits or court proceedings brought by the superintendent, the writ may be sent by regular mail to the sheriff of any county, and the sheriff may return the writ by regular mail. The sheriff shall be allowed the same mileage and fees for the service as would be allowed if the writ had been issued from and made returnable to the court of common pleas of the sheriff's county.

Effective Date: 01-01-1997

1121.50 Independent auditor.

(A) The superintendent of financial institutions may, when circumstances warrant, require a bank to have an independent auditor conduct agreed upon procedures prescribed by the superintendent. The independent auditor shall be retained, and the expense of the agreed upon procedures shall be paid, by the bank. The agreed upon procedures shall be conducted in accordance with standards established by the American institute of certified public accountants.

(B) The board of directors of the bank shall, within sixty days after receipt of the report prepared by the independent auditor for the agreed upon procedures conducted pursuant to this section, prepare a response to the report and file the report and the board's response with the superintendent. A report and response filed with the superintendent pursuant to this section may be disclosed only as provided in section 1121.18 of the Revised Code.

Effective Date: 01-01-1997

1121.51 Action to secure condition of assets.

(A) The superintendent of financial institutions may do either of the following:

(1) If, in the superintendent's judgment, the condition of an asset warrants, require the bank to do any of the following:

(a) Establish specific reserves against the asset;

(b) Charge the asset down to the sum that, in the judgment of the superintendent, represents the asset's value;

(c) Exclude the asset from the bank's assets.

(2) Require a bank to establish general reserves against any class or category of the bank's assets.

(B) The superintendent may limit a bank's or trust company's activities and require a bank or trust company to take affirmative actions the superintendent determines to be appropriate to address and remedy in the bank's or trust company's operation or condition that are found in an examination by the superintendent or any other regulatory agency or authority or by any other means.

Effective Date: 01-01-1997

1121.52 Impaired capital.

(A) The capital of a bank is impaired when the deficit in the undivided profits account exceeds the surplus account so that the sum of the paid-in capital account, the surplus account, and the undivided profits account is less than the sum of the products of the number of shares outstanding in each class multiplied by the respective par value of shares of each class.

(B) When the capital of a bank is impaired, the superintendent of financial institutions shall give notice to the bank's board of directors of both of the following:

(1) The fact of impairment;

(2) The amount of cash required to be paid in to the bank's capital to cure the impairment.

(C) Within ten days after receiving the superintendent's notice pursuant to division (B) of this section, or within the time otherwise provided in the superintendent's notice, the bank's board of directors shall do one of the following:

(1) Assess the shareholders of the bank pro-rata, on the basis of the number of the bank's shares held by each, for the amount required to cure the impairment;

(2) Execute to the bank a bond, in the amount and with the surety or security approved by the superintendent, providing for cash to be paid in, on or before a date to be fixed in the bond and approved by the superintendent, to ensure that the capital of the bank is not less than that required by the superintendent. If a conservator is appointed for the bank or the bank is closed on or before the date fixed in the bond, the bond may nevertheless be enforced by appropriate action instituted by the superintendent for the benefit of the bank and its depositors and creditors.

(D) If the bank's board of directors elects to assess the bank's shareholders pursuant to division (C)(1) of this section, the bank's board of directors shall give notice to each of the bank's shareholders as follows:

(1) The notice of assessment shall include both of the following:

(a) The amount assessed upon the shareholder;

(b) Notice that if the amount assessed is not paid in full and in cash within thirty days after receipt of the notice, a sufficient amount of the shareholder's shares will be sold in accordance with division (E) of this section.

(2) The notice to shareholders shall be given in person or by registered mail and is deemed received by the shareholder upon delivery in person to the shareholder of record or upon the date of placing the notice in the mail by registered mail to the name and address of the shareholder as on the books and records of the bank.

(3) Any person receiving notice of an assessment in accordance with division (D) of this section who is not the beneficial owner of the shares being assessed shall forward the notice immediately upon receipt to any subsequent transferee or other beneficial owner of the shares.

(E) If, after receiving notice of an assessment pursuant to division (D) of this section, a shareholder neglects or refuses to pay the assessment in full and in cash within thirty days or any longer time the superintendent may permit, the bank's board of directors shall sell a sufficient amount of the shareholder's shares at either a public or private sale, to make good the deficiency in the shareholder's assessment plus the costs of sale, and pay to the shareholder any balance remaining from the sale. The sale of a shareholder's shares pursuant to this division effects an absolute cancellation of any outstanding certificate evidencing those shares, and the bank shall issue a new certificate to the purchaser of the shares. Upon surrender of the certificates evidencing the shares sold, the bank shall issue a new certificate to the shareholder for any shares remaining in the shareholder's name.

(F) If, within sixty days after receiving the superintendent's notice pursuant to division (B) of this section, the capital of the bank is not increased to the amount required by the superintendent in the notice, the superintendent may immediately appoint a conservator for the bank and take any other action authorized by applicable law or rule.

(G) Nothing in this section or in any other section of the Revised Code or in any rule implementing any section of the Revised Code shall prohibit or limit the superintendent from issuing any orders or taking any actions pursuant to any other provision of law or rule, including sections 1121.32 , 1121.33 , 1121.34 , 1121.35 , and 1121.41 of the Revised Code, with respect to a bank or regulated person, either individually or contemporaneously with actions taken under this section, and whether alone or in conjunction with any other regulatory agencies or authorities.

Effective Date: 01-01-1997

1121.56 Immunity.

Neither the superintendent of financial institutions nor any employee of the division of financial institutions is liable in any civil, criminal, or administrative proceeding for any mistake of judgment or discretion in any action taken, or any omission made in good faith.

Effective Date: 01-01-1997