Chapter 1155: REGULATION OF SAVINGS AND LOAN ASSOCIATIONS

1155.01 Regulation of savings and loan association definitions.

As used in sections 1155.01 to 1155.20 of the Revised Code:

(A) "Controlling person" means any person or entity which, either directly or indirectly, or acting in concert with one or more other persons or entities, owns, controls, or holds with power to vote, or holds proxies representing, fifteen per cent or more of the voting shares or rights of a savings and loan association, or controls in any manner the election or appointment of a majority of the directors of an association. However, a director of an association will not be deemed to be a controlling person of such association based upon the director's voting, or acting in concert with other directors in voting, proxies obtained in connection with an annual solicitation of proxies or obtained from savings account holders and borrowers if such proxies are voted as directed by a majority of the entire board of directors of the association, or of a committee of such directors if such committee's composition and authority are controlled by a majority vote of the entire board and if its authority is revocable by such a majority.

(B) "Independent auditor" means an accountant who is licensed to practice as a certified public accountant or public accountant by this state, and who is employed or otherwise retained by a savings and loan association to audit its accounts. An independent auditor may not be an employee of the association, its subsidiaries, or holding company affiliates.

(C) "Outside director" means a director of a savings and loan association who is not an officer or employee of the association, an independent auditor of the association, an attorney of the association, or any other person having a fiduciary relationship, other than that of being a director, with the association.

(D) "Holding company affiliate" means a savings and loan holding company of which the savings and loan association is a subsidiary and any other subsidiary of such holding company other than a subsidiary of such association.

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

Effective Date: 06-18-2002

1155.011 Superintendent and deputy superintendent for savings and loan associations and savings banks - powers and duties.

(A)

(1) The superintendent of financial institutions shall see that the laws relating to savings and loan associations are executed and enforced.

(2) The deputy superintendent for savings and loan associations and savings banks shall be the principal supervisor of savings and loan associations. In that position the deputy superintendent for savings and loan associations and savings banks shall, notwithstanding sections 1155.09 and 1155.10 of the Revised Code, be responsible for conducting examinations and preparing examination reports under those sections. In addition, the deputy superintendent for savings and loan associations and savings banks shall, notwithstanding sections 1155.18 and 1155.20 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 division (A)(2) of this section in the deputy superintendent for savings and loan associations and savings banks, the deputy superintendent for savings and loan associations and savings banks shall be subject to the control of the superintendent of financial institutions.

(B) The powers of the superintendent under Am. Sub. S.B. 119 and Sub. S.B. 113 of the 116th General Assembly are limited to the fulfillment of commitments made under such acts, expressly or by reasonable implication, on or before December 31, 1985, and shall not include the initiation of any additional proceedings not so required.

Effective Date: 09-26-1996

1155.02 Cease-and-desist order.

(A)

(1) If, in the opinion of the superintendent of savings and loan associations, an association or a person has failed to comply with a supervisory agreement, is engaging or has engaged or the superintendent has reasonable cause to believe that the association or person is about to engage in any unsafe or unsound practice in conducting the business of the association, or has knowingly participated in or consented to or the superintendent has reasonable cause to believe that the association or person is about to participate in or consent to a violation of Chapter 1151., 1153., 1155., or 1157. of the Revised Code, he may serve such association or person notice that he is considering issuing an order on such association pursuant to division (A)(2) or (3) of this section. As used in this section, "person" means a director, officer, employee, or controlling person of an association.

(2) A notice served under division (A)(1) of this section that relates to matters other than an alleged violation of a supervisory agreement shall contain a statement of the alleged facts constituting the basis for an order and fix a time and place for a hearing. The hearing shall be conducted in accordance with section 119.09 of the Revised Code, except that, notwithstanding division (E) of section 119.01 of the Revised Code, the hearing shall not be a public hearing. The date for the hearing shall be not less than thirty nor more than forty-five days after such notice has been made by the superintendent on the association or person.

If, after conducting such hearing, the superintendent determines that the association or person has knowingly participated in or consented to or is about to participate in or consent to a violation of Chapter 1151., 1153., 1155., or 1157. of the Revised Code, is engaging or has engaged or is about to engage in an unsafe or unsound practice, he may issue a final cease-and-desist order. Such final cease-and-desist order may direct the association or person to remedy the violation of Chapter 1151., 1153., 1155., or 1157. of the Revised Code, or the unsafe or unsound practice, in addition to refraining from such violations or unsafe or unsound practices in the future.

Such final order becomes effective upon service on the association or person and remains effective and enforceable as provided therein, except to such extent as it is stayed, modified, terminated, or set aside by action of the superintendent or a reviewing court pursuant to section 119.12 of the Revised Code.

(3) If the superintendent proposes to issue a cease-and-desist order based on the violation of a supervisory agreement, he shall serve the association or person with a notice of noncompliance. Such notice shall specify the actions that are alleged to be in violation of the supervisory agreement. The notice shall also set a time and place for a hearing, which shall occur not less than thirty nor more than forty-five days after the notice has been served on the association or person. The hearing shall be conducted in the manner prescribed in section 119.09 of the Revised Code, except that, notwithstanding division (E) of section 119.01 of the Revised Code, such hearing shall not be a public hearing.

If, after such hearing, the superintendent determines that the association or person has knowingly violated the supervisory agreement, he may issue a final cease-and-desist order.

If, after such hearing, the superintendent determines that the association or person has violated the supervisory agreement but that the conduct in question does not constitute a knowing violation, the superintendent shall give the association or person an opportunity to remedy the violation. The superintendent shall issue a statement of specific actions that must be taken by the association or person, and establish a time frame in which the association or person must take such corrective action to comply with the supervisory agreement. If, by the end of such time frame, the association or person has failed to implement the corrective actions required by the superintendent, the superintendent may issue a final cease-and-desist order.

Nothing in this division shall be construed to prevent the superintendent from issuing a cease-and-desist order pursuant to divisions (A)(1) and (2) of this section or division (B) of this section based on the violation of Chapter 1151., 1153., 1155., or 1157. of the Revised Code, or on an unsafe or unsound practice of the association or person, even though such violation or practice may also constitute a violation of an outstanding supervisory agreement.

(B) If, in the opinion of the superintendent, an association or person is engaging or has engaged in any unsafe or unsound practice, or has participated in or consented to a violation of Chapter 1151., 1153., 1155., or 1157. of the Revised Code, or if the superintendent has reasonable cause to believe that the association or person is about to engage in an unsafe or unsound practice or has consented to a violation of Chapter 1151., 1153., 1155., or 1157. of the Revised Code, he may issue a summary order requiring the association or person to cease and desist from any such violation or practice.

Such summary cease-and-desist order, which shall contain a statement of the facts allegedly constituting the grounds for the order, shall be served upon the association or person and shall become effective upon receipt. The order shall include notification of the time and place of a hearing which shall be held pursuant to division (A)(2) of this section. Unless the superintendent issues a final order within ten days after conclusion of such hearing, the summary order issued pursuant to this division becomes void. Otherwise, such summary order remains effective and enforceable until replaced by such final order, except to such extent as it is stayed, modified, terminated, or set aside by action of the superintendent.

(C) An association or person who is adversely affected by a final cease-and-desist order may appeal from the order to the court of common pleas in accordance with section 119.12 of the Revised Code.

(D) In lieu of a hearing pursuant to division (A) or (B) of this section, an association or person may consent to the issuance of an order requiring such association or person to cease and desist from engaging in any activity or practice as specified in such order. A consent cease-and-desist order has the full force and effect of a final cease-and-desist order issued pursuant to division (A)(2) of this section and is enforceable in accordance with division (E) of this section. Any association or person that fails to attend a hearing set pursuant to division (A) or (B) of this section is deemed to have consented to the issuance of a final cease-and-desist order.

(E) If, in the opinion of the superintendent, he has reasonable cause to believe that a lawful summary or final order issued pursuant to this section has been violated, he may request the attorney general to commence and prosecute any appropriate action or proceeding. A court of competent jurisdiction shall enforce a lawful summary or final order issued pursuant to this section and may grant such other relief as the facts warrant.

(F) Service on any association or person as provided for in this section shall be by actual written notice or certified mail to the person or, in the case of an association, to the managing officer of such association.

Effective Date: 07-14-1987

1155.021 Requiring supervisory conference.

(A) If, at any time, the superintendent of savings and loan associations has cause to believe that the actions or business practices of a savings and loan association, its officers, directors, employees, or controlling persons may cause harm to the association, its depositors, shareholders, or creditors, the superintendent may require a supervisory conference. The superintendent shall inform each director of the association of the date, time, and place of the supervisory conference. The directors of the association shall attend supervisory conferences set by the superintendent. Unless a director has a reasonable excuse for his refusal or failure to attend a supervisory conference, such refusal or failure is grounds for removal under section 1151.18 of the Revised Code.

(B) At the supervisory conference, the superintendent shall inquire into the actions or business practices at issue. If it appears to the superintendent that such actions or business practices are likely to cause harm to the association, its depositors, shareholders, or creditors, the superintendent may negotiate and conclude an agreement with the association, its officers, directors, employees, or controlling persons as to action that is to be taken by the association, its officers, directors, employees, or controlling persons to correct or prevent the actions or business practices which are the subject of the supervisory conference. Such an agreement shall be reduced to writing within ten days after it is concluded, and may be modified or terminated by a subsequent agreement.

(C) This section shall not be construed to mean that the superintendent cannot request a meeting with the management, officers, directors, employees, controlling persons, or agents of an association other than for the purpose of concluding a supervisory agreement.

Effective Date: 07-14-1987

1155.03 Criminal records check to be requested by superintendent.

Whenever the approval of the superintendent of financial institutions is required under Chapters 1151. to 1157. 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 person of a savings and loan association, or to otherwise have a substantial interest in or participate in the management of a savings and loan association, 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, eff. 1/1/2013.

Effective Date: 2008 SB247 09-11-2008

1155.031 [Repealed].

Effective Date: 09-26-1996

1155.04 [Repealed].

Effective Date: 07-01-1985

1155.05 Expenses to be paid from appropriations.

All expenses incurred by the superintendent of financial institutions in the regulation of savings and loan associations shall be paid from funds appropriated for that purpose.

Effective Date: 09-26-1996

1155.06 [Repealed].

Effective Date: 09-26-1996

1155.07 Reports - accounts - audits - preservation or destruction of records.

Every savings and loan association organized under the laws of this state shall make, as of the thirty-first day of December and the thirtieth day of June of each year, a report of the affairs and business of the association for the preceding half year, showing its financial condition at the end thereof. The statement as of the thirty-first day of December shall be the annual statement of the association. The superintendent of financial institutions may also require monthly reports.

The superintendent may, by written order mailed to the managing officer of such an association, require any association to submit to the superintendent within a reasonable time specified in the written order a report concerning its real estate and other assets, other than the appraisals required by section 1151.54 of the Revised Code.

Any such association refusing or neglecting to file any report required by this section within the time specified shall forfeit one hundred dollars for every day that such default continues unless such penalty, in whole or in part, is waived by the superintendent. The superintendent may maintain an action in the name of the state to recover such forfeiture which, upon its collection, shall be paid into the state treasury to the credit of the savings institutions fund established under section 1181.18 of the Revised Code.

Every such association shall maintain adequate, complete, and correct accounts and shall observe such generally accepted accounting principles and practices or generally accepted auditing standards, as the superintendent prescribes. The superintendent shall demand once a year, and at the expense of the association, that its accounts be audited by an independent auditor. A copy of the audit report shall be submitted to the board of directors of the association and filed, together with management's response, with the superintendent within thirty days after presentation of the completed report to the board or not later than the thirty-first day of March of the year next succeeding the year for which the audit was conducted, whichever occurs first, unless the time is extended by the superintendent.

At the conclusion of the audit of an association, an independent auditor shall attend a meeting at which there are present only the outside directors of the association or a committee comprised of and appointed by such outside directors and fully disclose at that time to those directors all audit exceptions that developed during the audit and all relevant data and information concerning the financial condition, investment practices, and other financial policies and procedures of the association. The meeting shall be held at a time and place that is agreed upon by the independent auditor and the outside directors or their committee. A complete record of the proceedings of the meeting shall be kept in a minute book that is maintained solely for the purpose of keeping such records. Nothing in this paragraph shall be construed to prevent the independent auditor from meeting at other times with inside directors, officers, or employees of the association.

The superintendent may prescribe a schedule for the preservation and destruction of books, records, certificates, documents, reports, correspondence, and other instruments, papers, and writings of such an association, even if such association has been liquidated pursuant to law. An association may dispose of any books, records, certificates, documents, reports, correspondence, and other instruments, papers, and writings which have been retained or preserved for the period prescribed by the superintendent pursuant to this paragraph. The requirements of this paragraph may be complied with by the preservation of records in the manner prescribed in section 2317.41 of the Revised Code.

Effective Date: 06-30-1999

1155.071 Notice of independent auditor.

(A) A savings and loan association shall notify the superintendent of savings and loan associations, on a form prescribed by the superintendent, within ten days after the employment, of the name, address, and telephone number of each independent auditor who is employed by the association. Whenever there is any change in the information provided under this division, such as by the employment of a different independent auditor, the association, on a form prescribed by the superintendent, shall notify the superintendent of the change within ten days after the change.

(B) An association may dismiss, release, or otherwise terminate its relationship with an independent auditor. Within fifteen days after such termination, the association shall inform the superintendent, in writing, of the fact of the termination, the reasons for the termination, and of the circumstances surrounding the termination. If for any reason the superintendent considers the information provided by the association to be insufficient, he shall request the association to provide the necessary information or otherwise investigate the reasons for and the circumstances surrounding the dismissal, release, or other termination of the independent auditor. In the conduct of any such investigation, the superintendent may administer oaths, examine the directors, officers, and employees of the association as to the termination of the independent auditor, and compel the production of books, papers, and other property of the association.

(C) Whenever an association dismisses, releases, or otherwise terminates its relationship with an independent auditor prior to the completion of an audit, the independent auditor shall send to the superintendent and to each director and officer of the association, by certified mail, return receipt requested, all audit exceptions developed, and all relevant data and information gathered, during his last examination prior to his termination, that reflect negatively on the financial condition, investment practices, and other financial policies and procedures of the association. Within thirty days after receiving this information from the independent auditor, the directors of the association shall reply in writing to the superintendent detailing their position on the information received and describing any measures that they intend to take in response to the information.

(D) The superintendent shall prescribe forms on which associations shall provide the notifications required by divisions (A) and (B) of this section. The forms shall require associations to provide the information required by that division; the name, address, and telephone number of the association filing the form; and such other information as the superintendent considers necessary to enable him to carry out this section and section 1155.07 of the Revised Code. The superintendent shall provide blank copies of the forms to each association.

Effective Date: 07-14-1987

1155.08 Form, contents, and time of filing reports.

(A)

(1) The annual and semiannual reports required from a savings and loan association by section 1155.07 of the Revised Code shall be in a form and contain information that is prescribed by the superintendent of financial institutions. The original annual and semiannual reports shall be filed with the superintendent within thirty days after the close of the respective half year.

(2) A copy of the annual statement of condition shall be available for public inspection on demand at the association's place of business.

(B) All monthly reports which may be required by the superintendent shall be filed by the tenth day of the succeeding month.

(C) When an association is in process of liquidation, the liquidating officers shall make all reports to the superintendent that are required by law from solvent associations.

Effective Date: 03-18-1999

1155.09 Examination.

At least once every twenty-four months the superintendent of financial institutions, or examiners appointed for that purpose, shall make an examination into the affairs of each savings and loan association in this state. The examination shall include a review of both of the following:

(A) Compliance with law;

(B) Other matters the superintendent determines.

The expenses of all such examinations shall be paid by the state. Nothing in this section shall prohibit the superintendent from establishing different schedules of examination for different associations.

Effective Date: 05-21-1997

1155.091 Cooperative examinations.

(A) In administering Chapters 1151. to 1157. of the Revised Code and fulfilling the duties imposed by those chapters, including the duty imposed by section 1151.09 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 savings and loan associations over which they have concurrent jurisdiction;

(b) Joint or concurrent examinations of the records and affairs of savings and loan associations over which they have concurrent jurisdiction;

(c) Coordinated examinations of the records and affairs of savings and loan associations over which they have collective jurisdiction.

(2) Conduct, participate in, or coordinate independent, concurrent, joint, or coordinated examinations of the records and affairs of savings and loan associations 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 savings and loan associations;

(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 1151. to 1157. of the Revised Code and acting under the authority of those chapters;

(b) In the superintendent's judgment the other regulatory authorities' personnel, practices, and authority warrant the superintendent's reliance.

(4) Authorize financial institution regulatory authorities of other states, the United States, and other countries to receive and use information leading to, arising from, or obtained in the course of examinations conducted by the division of financial institutions in the same manner and for the purposes they could use information leading to, arising from, or obtained in the course of their own examinations when both of the following apply:

(a) Pursuant to applicable law, information leading to, arising from, or obtained in the course of examinations the other regulatory authorities conduct is protected from general disclosure and may only be disclosed for purposes similar to those provided in section 1155.16 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 savings and loan associations 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 and 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 1151. to 1157. 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 savings and loan associations, 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. The purchase of services from one or more financial institution regulatory authorities of this and other states, the United States, and 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

1155.10 Special examination.

Whenever the superintendent of financial institutions considers it necessary, the superintendent may make a special examination of any savings and loan association, and the expense of the examination shall be paid by the association. Such expenses shall be collected by the superintendent and paid into the state treasury to the credit of the savings institutions fund established under section 1181.18 of the Revised Code. Any examination made by the superintendent otherwise than in the ordinary routine of the superintendent's duties and because, in the superintendent's opinion, the condition of the association requires such examination, is a special examination within the meaning of this section.

Effective Date: 06-30-1999

1155.11 Powers of examiners and superintendent.

(A) An examiner appointed by the superintendent of savings and loan associations shall have access to and may compel the production of all books, papers, securities, moneys, and other property of an association under examination by him. He may administer oaths to and examine the officers and agents of such association as to its affairs.

(B)

(1) During an examination or at any other time that he considers necessary, the superintendent may do both of the following:

(a) Summon and compel, by order or subpoena, witnesses to appear before him or any of his deputies, examiners, or attorney examiners and testify under oath in relation to the affairs of any association;

(b) Require the production of any book, paper, document, item, or other thing pertaining to or regarding the affairs and transactions of any association.

(2) Service of process and return shall be made by examiners or attorney examiners or by any method permitted by the Rules of Civil Procedure for service of process. Fees for the service of such orders and subpoenas shall be paid upon voucher out of moneys appropriated for the division of savings and loan associations.

(3) In case of disobedience without just cause by any person to an order or subpoena of the superintendent or on the refusal of a witness to testify to any matter regarding which he is lawfully interrogated before the division, the court of common pleas of the county in which such person resides, or in which the principal place of business of the association is located, or a judge thereof, on application of the superintendent, shall compel obedience by attachment proceedings as for contempt in the case of disobedience of a subpoena issued from such court or a refusal to testify in such court. Disobedience without just cause by an officer or director of an association or an order or subpoena issued under this division is grounds for removal of such officer or director under section 1151.18 of the Revised Code.

Effective Date: 07-14-1987

1155.12 Superintendent may publish results of examination.

If the superintendent of building and loan associations deems it to the interest of the public, he may publish the results of the examination of a building and loan association in a newspaper of general circulation in the county in which such association is located, if it is a domestic association, and in some newspaper published in Columbus if it is a foreign association.

Effective Date: 10-01-1953

1155.13 Assessments and fees.

(A)

(1) Each savings and loan association subject to inspection and examination by the superintendent of financial institutions and transacting business in this state as of the thirty-first day of December of the prior fiscal year, or the savings and loan association's successor in interest, shall pay annual assessments to the superintendent as provided in this section.

(2) After determining the budget of the division of financial institutions for examination and regulation of savings and loan associations, but prior to establishing the annual assessment amount necessary to fund that budget, the superintendent shall include any amounts collected but not yet expended or encumbered by the superintendent in the previous fiscal year's budget and remaining in the savings institutions fund from the amount to be assessed. Based upon the resulting budget amount and upon confirmation of the schedule of assessments by the savings and loan associations and savings banks board, the superintendent shall make an assessment upon each savings and loan association based on the total assets as shown on the books of the savings and loan association as of the thirty-first day of December of the previous fiscal year. The assessments shall be collected on an annual or periodic basis within the fiscal year, as determined by the superintendent.

(3) Annually and prior to making any assessment pursuant to division (A)(2) of this section, the superintendent shall present to the savings and loan associations and savings banks board for confirmation a schedule of the assessments to be billed savings and loan associations pursuant to division (A)(2) of this section.

(4) A savings and loan association authorized by the superintendent to commence business in the period between assessments shall pay the actual reasonable costs of the division's examinations and visitations.

(B) Assessments and fees charged pursuant to this section shall be paid within fourteen days after receiving an invoice for payment of the assessment or fee.

Any assessment or fee collected is not refundable.

(C) The superintendent shall pay all assessments and fees charged pursuant to this section and all forfeitures required to be paid to the superintendent into the state treasury to the credit of the savings institutions fund established under section 1181.18 of the Revised Code.

(D) Any money deposited into the state treasury to the credit of the savings institutions fund, but not expended or encumbered by the superintendent to defray the costs of administering Chapters 1151. to 1157. of the Revised Code, shall remain in the savings institutions fund for expenditures by the superintendent in subsequent years in the administration of Chapters 1151. to 1157. of the Revised Code.

Effective Date: 09-22-2000

1155.131 [Repealed].

Effective Date: 06-30-1999

1155.14 [Repealed].

Effective Date: 09-26-1996

1155.15 Securities to be deposited with treasurer of state.

All securities or cash deposited with the superintendent of building and loan associations shall be deposited by him with the treasurer of state, who, with his sureties, shall be responsible for the safekeeping thereof. The treasurer of state shall deliver such securities only upon the written order of the superintendent.

Effective Date: 10-01-1953

1155.16 Confidentiality.

(A)

(1) Except as provided in division (B) of this section, the superintendent of financial institutions, the superintendent's agents, and employees shall keep privileged and confidential the examination reports, information obtained in an examination, or any other information obtained by reason of their official position. This section does not prevent the superintendent from properly releasing to or exchanging information relating to a savings and loan association, or its affairs, with the governor, the director of commerce, the deputy director of commerce, or representatives of state or federal financial institution regulatory authorities, or prevent such release by the association or its officers or directors, in the conduct of the business of the association.

(2) Any person who receives privileged and confidential examination reports or other information under the authority of this section is also subject to the requirements of this section and such person, knowing that such examination reports or information are privileged and confidential, shall not purposely divulge such reports or information in any manner.

(3) If the superintendent, an agent of the superintendent, or an employee of the superintendent purposely makes, or causes to be made, any false statements or reports regarding the affairs or condition of a savings and loan association, the act constitutes falsification under section 2921.13 of the Revised Code.

(B) Examination reports, information obtained in an examination, and any other information obtained by reason of the official position of the division of financial institutions shall not be discoverable from any source, and shall not be introduced into evidence, except in the following situations:

(1) In connection with criminal proceedings;

(2) When, in the opinion of the superintendent, it is necessary for the superintendent or for the agents or employees of the superintendent to take enforcement action under Chapter 1151., 1153., 1155., or 1157. of the Revised Code regarding the affairs of the savings and loan association examined;

(3) When litigation has been initiated by the superintendent in furtherance of the powers, duties, and obligations imposed upon the superintendent by Chapter 1151., 1153., 1155., or 1157. of the Revised Code;

(4) 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 1155.091 of the Revised Code;

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

(C) The discovery of examination reports and other related material pursuant to divisions (B)(2) and (3) of this section shall be limited to information that directly relates to the association that is the subject of the enforcement action or the litigation.

(D)

(1) No person shall fail to comply with division (A)(1), (2), or (3) of this section.

(2) Whoever violates division (D)(1) of this section is guilty of a felony of the fourth degree.

Effective Date: 06-18-2002

1155.17 Forfeiture for noncompliance.

(A)

(1) An association, director, officer, employee, or controlling person who knowingly fails to comply with the laws relating to savings and loan associations or is found to have knowingly violated or failed to comply with any final or summary cease-and-desist order issued under section 1155.02 of the Revised Code may be ordered to forfeit and pay a civil penalty in an amount fixed by the superintendent. The amount of the penalty shall be not more than ten thousand dollars for each day the noncompliance continues. In determining whether a civil penalty is appropriate and fixing the amount of a civil penalty, the superintendent shall consider all of the following factors:

(a) The seriousness of the noncompliance and the gravity of the risk occasioned by the noncompliance;

(b) The good faith efforts made by the association or individual to perform his or its obligations under or otherwise to comply with the order;

(c) The history of previous violations or unsafe or unsound practices by the association or individual that resulted in the service of a notice under division (A)(1) of section 1155.02 of the Revised Code;

(d) The financial resources of the association or individual against whom the penalty is being assessed;

(e) Any other matters as justice may require.

(2) An individual is personally liable for the payment of any civil penalty that is assessed against him under division (A)(1) of this section. No association that employs an individual, or of which an individual is a director, officer, or controlling person, shall pay, or cause to be paid, on behalf of the individual, or indemnify or otherwise reimburse the individual for paying, any civil penalty that has been assessed against that individual.

(B) Forfeitures required under division (A)(1) of this section shall be recovered by an action in the name of the state.

Effective Date: 07-14-1987

1155.18 Adopting rules giving federal rights to state associations.

Notwithstanding any provision of the Revised Code, if federal savings and loan associations organized under the "Home Owners Loan Act of 1933," 48 Stat. 128, 12 U.S.C. 1461 , and amendments thereto, the home offices of which are located in this state, shall possess a right, power, privilege, or benefit by virtue of statute, rule, regulation, judicial decision, or other administrative process or will possess such right, power, privilege, or benefit by virtue of a statute, rule, regulation, or other administrative process issued but not effective, which right, power, privilege, or benefit is not possessed by a building and loan association organized under the laws of this state, the superintendent of building and loan associations shall, by rule adopted in accordance with section 111.15 of the Revised Code, authorize building and loan associations organized under the laws of this state to exercise such right, power, privilege, or benefit. A rule so adopted and promulgated by the superintendent shall become effective on the date of its issuance but if such rule is issued by the superintendent in anticipation of a federal rule or regulation which has been issued but has not then become effective, the effective date of the superintendent's rule shall be the later date on which the federal rule or regulation becomes effective. If such rule adopted and promulgated by the superintendent is not enacted into law or adopted in accordance with Chapter 119. of the Revised Code within thirty months from the date such rule is issued by the superintendent, such rule shall thereupon no longer be of any force or effect; 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. The superintendent of building and loan associations may upon thirty days' written notice to domestic building and loan associations revoke any rule issued by virtue of the authority of this section.

Effective Date: 05-19-1982; 04-14-2006

1155.19 [Repealed].

Effective Date: 09-26-1996

1155.20 Superintendent issuing rules and standards.

The superintendent of building and loan associations shall issue rules and standards necessary to carry out Chapters 1151., 1153., 1155., and 1157. of the Revised Code. Such rules and standards shall be issued subject to sections 119.01 to 119.13 of the Revised Code.

Effective Date: 10-30-1975

1155.21 False statements prohibited.

(A) A person may not purposely or knowingly make, circulate, send, cause, aid, procure, or permit to be made, circulated, or sent any false statement about a savings and loan association.

(B) In this section, "false statement" includes any untrue statement or rumor, produced in any manner, that:

(1) Is directly or by inference derogatory to the financial condition of a savings and loan association;

(2) Affects the solvency or financial standing of an association; or

(3) Is calculated to injure the reputation or business of an association.

(C) Any person who violates this section is guilty of a misdemeanor of the first degree.

Effective Date: 05-19-1982

1155.22 [Repealed].

Effective Date: 07-14-1987

1155.23 Purpose of savings and loan assurance corporation.

In enacting sections 1155.23 to 1155.31 of the Revised Code, the general assembly finds that the savings and loan assurance corporation is necessary for the protection of depositors, to facilitate the orderly reopening of building and loan associations, to provide stability for financial institutions, to promote the welfare of the people of the state, to stabilize the economy, to provide employment, to assist in the development within the state of commercial, industrial, research, and distribution activities required for the people of the state, and for their gainful employment, or otherwise to create or preserve jobs and employment opportunities or improve the economic welfare of the people of the state.

Effective Date: 04-06-1985

1155.24 Savings and loan assurance corporation.

(A) The guaranty fund created pursuant to Substitute Senate Bill No. 113 of the 116th general assembly shall hereafter be known as the savings and loan assurance corporation.

(B) The corporation shall be governed by a board of trustees, which shall consist of five members.

Of these trustees, two shall be appointed by the director of commerce, two shall be appointed by the Ohio savings and loan league, both of whom shall be a representative of an association that has reopened for business pursuant to division (A) of section 1155.22 of the Revised Code, and one shall be appointed by the original four trustees from among the general public. The original four trustees shall meet to appoint the public member, who shall have no interest in a building and loan association as an officer, director, or a holder of permanent shares of any association. As soon as all five trustees have been appointed, the board shall organize by electing one of its members as its chairman.

(C) Of the trustees initially appointed to the corporation, one each of the appointees of the director and the league shall hold office for a term ending two years after the effective date of this section, the other of such appointees shall hold office for terms ending three years after the effective date of this section, and the public member shall hold office for a term ending four years after the effective date of this section. Thereafter, terms of office shall be for four years, each term ending on the same day of the same month of the year as did the term which it succeeds. Each trustee shall hold office from the date of his appointment until the end of the term for which he was appointed. Any trustee appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall hold office for the remainder of such term. A trustee shall continue in office subsequent to the expiration date of his term until his successor takes office, or until a period of sixty days has elapsed, whichever occurs first. A vacancy shall be filled in the same manner as the original appointment. Three trustees constitute a quorum.

(D) There shall be no liability imposed on the part of, and no cause of action of any nature arises against, the savings association guaranty fund created pursuant to Substitute Senate Bill No. 113 of the 116th general assembly, or such funds as reorganized by Substitute Senate Bill No. 143 of the 116th general assembly as the savings and loan assurance corporation, its board of trustees, officers, agents, or employees, for any statements made in good faith by them in any reports or communications concerning institutions subject to sections 1155.23 to 1155.31 of the Revised Code, or for any administrative actions conducted in connection therewith.

(E) Chapter 1702. of the Revised Code, and all powers and rights under such chapter, apply to the corporation and its formation, except where Chapter 1702. of the Revised Code is in conflict with sections 1155.23 to 1155.31 of the Revised Code.

Effective Date: 05-21-1985

1155.25 Utilization of assets, deposits and loan proceeds.

In order to provide stability for financial institutions, to facilitate the orderly reopening of as many building and loan associations as is practicable, and to provide for the protection of depositors, and to enable such institutions and associations, if appropriate, to facilitate economic development by rendering services to industry and commerce, to assist in acquiring, constructing, enlarging, improving, and equipping property, structures, equipment, and facilities within this state, all assets, deposits, or loans received by way of transfer, assignment, pledge, hypothecation, or otherwise, by the savings and loan assurance corporation, any funding for which is provided pursuant to Substitute Senate Bill No. 113 of the 116th general assembly as supplemented by Amended Substitute Senate Bill No. 119 of the 116th general assembly and by Substitute Senate Bill No. 143 of the 116th general assembly, may, notwithstanding Section 6 of Amended Substitute Senate Bill No. 119 of the 116th general assembly, be utilized by the corporation under the direction of the board of trustees of the corporation, and subject to the approval of the superintendent, for such purposes and in such manner as it deems most appropriate, provided, however, that no such assets, deposits, or loans received by the fund shall be used for the benefit of a building and loan association for which a conservatorship was in place on March 18, 1985. The corporation may, subject to the approval of the superintendent, without limitation on the generality of the foregoing, indemnify FSLIC, FDIC, or their successor or successors, pay premiums for private insurance for building and loan associations, make capital contributions to or capital investments in, invest in notes, debentures or other obligations or securities of, or extend credit whether secured or unsecured to, release or discharge the indebtedness of, building and loan associations, any of which shall be evidenced by documents of such nature and conditions as determined by the corporation, and place certificates of assurance which shall evidence the corporation's obligation to provide funds in the event that a demand is made for such funds which certificates shall also provide a repayment schedule for the retirement of the certificates of assurance. All moneys lent by the corporation pursuant to this section shall be made subject to repayment to the corporation within not more than eight years.

Effective Date: 04-06-1985

1155.26 Authority of board of trustees where closed association unlikely to qualify for federal insurance.

(A) If the board of trustees of the savings and loan assurance corporation, with the approval of the superintendent, determines that a building and loan association is unlikely to qualify for insurance from the federal savings and loan insurance corporation (FSLIC), the federal deposit insurance corporation (FDIC), or the national credit union administration (NCUA), and that such association has not opened pursuant to divisions (A) to (D) of section 1155.22 of the Revised Code as enacted by Amended Substitute Senate Bill No. 119 of the 116th general assembly, the board of trustees may, upon petition of creditors, depositors or members holding two-thirds of the dollar amount of its debt, permit that up to twenty per cent of the claims of creditors, depositors or members of the association, as estimated by the board of trustees, be converted ratably to securities of such association or be pledged to FSLIC, FDIC, or NCUA, or both, if the board of trustees further finds that such creditors, depositors or members of such association would be likely to receive, upon liquidation, less than their stated claims, exclusive of claims as holders of securities or pledged deposits or accounts, after giving effect to such conversion or pledge.

(B) The board of trustees, with the approval of the superintendent, is authorized to create and determine the terms of such securities or pledge, and to take all other action necessary to carry out the purposes of this section as if the superintendent had the rights, powers, and authority of officers and directors of the association in question, and all voting rights of the members or stockholders of such association.

(C) Any action proposed to be taken by the board of trustees, with the approval of the superintendent pursuant to division (A) of this section is subject to approval by the court of common pleas of the county in which the principal office of such association is located upon such period for notice as such court deems necessary or appropriate in the circumstances, which period in no event will exceed seven business days, and such approval may be given without any notice or opportunity for hearing whatsoever. Any findings of fact by the superintendent, if supported by substantial evidence, shall be conclusive. Any action assented to by the holders of two-thirds in principal amount of the aggregate of the claims of the creditors shall be approved by the court.

(D) Any action authorized by this section may be taken in connection with the sale or merger of such association or the sale of all or a substantial part of its assets and the assumption of all or a substantial part of its liabilities.

Effective Date: 04-06-1985

1155.27 Converting to stock form.

A building and loan association without permanent stock may convert itself to the stock form, subject to the rules of the superintendent of building and loan associations. The superintendent shall adopt rules governing such conversions, but prior to the adoption of such rules, a building and loan association without stock may convert to the permanent stock form with the prior approval of the superintendent.

Effective Date: 04-06-1985

1155.28 Assumption of liabilities by acquiring institution.

A domestic depository institution that acquires all or any part of the assets and assumes certain of the liabilities of a building and loan association shall, if such acquisition and assumption is approved by the superintendent of building and loan associations, be responsible only for such liabilities specifically assumed and shall bear no responsibility or liability for any other debts or liabilities of such building and loan association. The superintendent may approve such an acquisition and assumption if he finds that the value of any assets acquired by the depository institution is less than the amount of liabilities assumed.

Effective Date: 04-06-1985

1155.29, 1155.30 [Repealed].

Effective Date: 07-14-1987

1155.31 Provisions prevail - depository institution defined.

(A) Sections 1155.23 to 1155.31 of the Revised Code shall apply notwithstanding any contrary or inconsistent provisions of this chapter or any other chapter of the Revised Code.

(B) "Depository institution" includes a bank, building and loan association, and credit union.

Effective Date: 04-06-1985

1155.35 Issuing administrative guidelines.

The superintendent of savings and loan associations may issue administrative guidelines that interpret the requirements of Chapters 1151., 1153., 1155., and 1157. of the Revised Code or that define specific acts, practices, or circumstances that are considered by the superintendent to be unsafe or unsound practices or that constitute participation in or consent to a violation of Chapters 1151., 1153., 1155., or 1157. of the Revised Code.

Effective Date: 07-14-1987

1155.37 Examining holding company, affiliate or subsidiary.

(A) As used in this section, "savings and loan holding company" means any company which is a savings and loan holding company as defined in 12 C.F.R. 583.11 , as amended, promulgated by the federal home loan bank board pursuant to the "Savings and Loan Holding Company Act," 73 Stat. 691, 12 U.S.C. 1730a, as amended.

(B) Whenever the superintendent of savings and loan associations considers it necessary or appropriate, he may examine the affairs of any savings and loan holding company or any affiliate or subsidiary of a savings and loan association, as such affairs relate to the association. The cost of the examination shall be assessed against and paid by the savings and loan holding company or the affiliate or subsidiary examined. The assessment for an examination shall be the same as for a special examination under section 1155.06 of the Revised Code, plus documented extraordinary expenses. The superintendent may request a savings and loan holding company or the affiliate or subsidiary that is to be examined pursuant to this division to advance the estimated cost of such examination.

(C) The superintendent may enter into cooperative agreements with other state and federal savings and loan regulatory authorities to facilitate the examination of any savings and loan holding company or affiliate or subsidiary of an association that may be examined pursuant to division (B) of this section. The superintendent may accept reports of examinations and other records from such other authorities in lieu of conducting his own examination of such savings and loan holding company or affiliate or subsidiary.

Effective Date: 07-14-1987

1155.41 Policy on depositor assistance corporations.

In enacting sections 1155.41 to 1155.47 of the Revised Code, the general assembly finds that the closure of certain financial institutions in the state has impaired the credit of the citizens of this state and created a real and present danger to the state and its citizens; that the people of this state by the adoption of Section 13 of Article VIII, Ohio Constitution, have authorized the general assembly to enact laws to provide for the economic welfare of the people of this state, including the authorization of revenue bonds or other obligations issued to acquire property within the state for the purposes set forth in such Section 13; and that the creation of the depositor assistance corporation as an instrumentality of the state is necessary for the protection of depositors, to facilitate the orderly reopening of building and loan associations, to provide stability for financial institutions, to promote the economic welfare of the people of the state, to stabilize the economy, to provide employment, to assist in the development within the state of commercial activities required for the people of the state, and for their gainful employment, and otherwise to create or preserve jobs and employment opportunities or improve the economic welfare of the people of the state. Sections 1155.41 to 1155.47 of the Revised Code shall at all times be construed to further these purposes and shall not be construed to modify any right of any depositor of a depository institution against such institution or against a deposit guaranty association, except as is expressly provided in such sections.

Effective Date: 05-21-1985

1155.42 Depositor assistance corporation definitions.

As used in sections 1155.41 to 1155.47 of the Revised Code:

(A) "Acquisition" means acquiring, directly or indirectly, any voting shares of, interest in, or all or a portion of the assets (and assuming all or a portion of the liabilities) of, a depository institution whose principal office is located in this state, including without limitation the acquisition of a newly chartered bank or savings and loan association referred to in section 1155.45 of the Revised Code.

(B) "Affiliate" of any company means any person controlled by, controlling, or under common control with such company.

(C) "Acquiring bank" means a bank subsidiary of a purchaser that assumes certain of the liabilities of an insolvent depository institution.

(D) "Bank holding company act" means the "Federal Bank Holding Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841 , et seq., as amended.

(E) "Depository institution" means an institution chartered by the state or federal government to accept deposits and includes a bank or a building and loan association.

(F) "Domestic bank holding company" means a company which is defined as a bank holding company under the bank holding company act and which on the effective date of this section conducted its principal banking business in Ohio.

(G) "Foreign bank holding company" means a company which is defined as a bank holding company under the bank holding company act and which on the effective date of this section conducted its principal banking business in a jurisdiction of the United States other than Ohio.

(H) "Insolvent depository institution" means a depository institution for which a conservator has or had been appointed and which had as of the date of such appointment at least fifty thousand deposit accounts, and includes any subsidiary thereof.

(I) "Purchaser" means a bank holding company that directly or indirectly purchases certain of the assets of, and, directly or through a bank subsidiary, assumes certain liabilities of, an insolvent depository institution.

(J) "Successor-in-interest" means any successor appointed pursuant to the provisions of Chapter 1157. of the Revised Code to all of the legal or equitable interests of a savings and loan association.

Effective Date: 05-21-1985

1155.43 Creation of depositor assistance corporation.

(A) There is hereby authorized the creation of the depositor assistance corporation as a charitable not for profit corporation to be organized under Chapter 1702. of the Revised Code to carry out such functions as may be authorized under sections 1155.41 to 1155.47 of the Revised Code.

(B) The board of trustees of the depositor assistance corporation shall consist of three trustees. Of these trustees, one shall be appointed by the director of commerce, one shall be appointed by the Ohio savings and loan league, and one shall be appointed by the first two from among the general public. Vacancies shall be filled in the same manner as the original appointment, and each trustee shall serve at the pleasure of the appointing authority.

(C) There shall be no liability imposed on the part of, and no cause of action of any nature shall arise against, the depositor assistance corporation, its board of trustees, officers, agents, or employees, the superintendent of savings and loan associations or his authorized representatives, for any statements made in good faith by them in any reports or communications concerning any institution subject to sections 1155.41 to 1155.47 of the Revised Code, or for any administrative actions conducted in connection therewith.

(D) Chapter 1702. of the Revised Code, including all provisions relating to powers and rights under such chapter, applies to the depositor assistance corporation organized under sections 1155.41 to 1155.47 of the Revised Code, except to the extent Chapter 1702. of the Revised Code is in conflict with sections 1155.41 to 1155.47 of the Revised Code.

Effective Date: 05-21-1985

1155.44 Acquiring insolvent depository institution.

(A) The depositor assistance corporation may enter into a contract for an acquisition with:

(1) A purchaser;

(2) An acquiring bank; and

(3) An insolvent depository institution or any successors-in-interest thereto;

Upon the terms and subject to the conditions specified in this section.

(B) The contract entered into under division (A) of this section shall provide:

(1) That the acquiring bank or purchaser shall agree to assume all of the deposit liabilities of the insolvent depository institution which have not been paid by the depositor assistance corporation pursuant to sections 1155.41 to 1155.47 of the Revised Code and which have not been, or will not be, paid by a deposit guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code, except such deposit liabilities that may be offset against claims of the state, the insolvent depository institution or any of its subsidiaries, or any successors-in-interest thereto, against present and former directors, officers, shareholders, or agents of it or of any of its affiliates, or against agents of any of such directors, officers, or shareholders.

(2) That the acquiring bank shall be required to agree to attempt to collect or realize upon all purchased assets in the ordinary course of business as if collections were not subject to repayment of the reserve amounts provided for in such contract.

(3) That if the acquiring bank seeks to sell or compromise any purchased asset or group of assets with a book value of, or at a price, in excess of one hundred thousand dollars, the acquiring bank shall grant to the insolvent depository institution, or successors-in-interest thereto, a right of first refusal on the same terms as the proposed sale or compromise.

(4) Such other terms as the depositor assistance corporation may agree upon.

(C)

(1) In consideration of the claims and rights of depositors assigned to the depositor assistance corporation and immediately prior to the closing contemplated by the contract provided for in division (A) of this section and after the proceeds of revenue bonds issued pursuant to sections 1155.41 to 1155.47 of the Revised Code are collected, the depositor assistance corporation shall pay to a paying agent selected by the corporation, which agent may be the acquiring bank, for the accounts of depositors of the insolvent depository institution, an amount equal to one hundred per cent of the deposit liabilities of the insolvent depository institution, including accrued interest, if any, at the contractual rate agreed to by the insolvent depository institution, or successors-in-interest thereto except as provided in division (C)(4) of this section, which have not been assumed by the acquiring bank or purchaser, except those deposit liabilities that may be offset against claims of the state, the insolvent depository institution, or successors-in-interest thereto, against present or former directors, officers, shareholders, or agents of the insolvent depository institution or its affiliates, or against agents of any of such directors, officers, or shareholders, and except all sums paid to the benefit of depositors by any deposit guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code.

(2) The amount paid pursuant to division (C)(1) of this section shall in all events not exceed the sum appropriated by the general assembly for purposes of implementing this section.

(3) Except a depositor by reason of deposit liabilities that may be offset against claims of the state, the insolvent depository institution, or successors-in-interest thereto, against present or former directors, officers, shareholders, or agents of the insolvent depository institution or its affiliates or against agents of any of such directors, officers, or shareholders, a depositor of the insolvent depository institution may elect to receive cash equal to such depositor's deposit from the amount paid pursuant to division (C)(1) of this section by the depositor assistance corporation. Such depositor shall be entitled to receive such cash from the depositor assistance corporation, or its paying agent, notwithstanding any contractual provision relating to the maturity of such deposit. If such depositor does not elect to receive such cash within ten days following the assumption of the insolvent depository institution's liabilities by the acquiring bank, the depositor assistance corporation through its paying agent shall make payment for the account of such depositor to the acquiring bank which, in connection with such assumption, shall have contractually agreed, subject only to applicable law and regulation, to issue its own deposit for an identical interest rate, maturity date, and other terms as the deposit for which the depositor assistance corporation is otherwise obligated to make payment. Each depositor, by electing to receive cash or permitting the payment to the acquiring bank for his account, shall be deemed to have assigned to the state any cause of action which he claims or has against the state or any of its officers or employees arising out of the insolvency of the depository institution, arising out of any action or inaction in the regulation of such institution or in the regulation of the Ohio deposit guarantee fund, arising out of information provided to the public concerning the nature of the guarantee of its deposits, or arising out of securing access to such deposits after insolvency.

(4) The interest paid to a depositor or credited to a deposit issued to him pursuant to this section shall be calculated from January 1, 1985, at a rate not exceeding the maximum interest rate payable on the same or similar deposit by a financial institution in the state of Ohio whose deposits are insured by the federal savings and loan insurance corporation.

(5) No disbursement of moneys shall be made pursuant to this section by the depositor assistance corporation or its paying agent to any present or former director, officer, shareholder, or agent of the insolvent depository institution or its affiliates, or any agent of any of such director, officer, or shareholder that is a depositor in the insolvent depository institution until all other depositors have received one hundred per cent of their deposits and the moneys loaned to the depositor assistance corporation pursuant to Section 3 of Am. Sub. H.B. 492 of the 116th general assembly have been repaid.

(D) All rights of any depositor against the insolvent depository institution with respect to any deposits paid by the depositor assistance corporation are thereby assigned and transferred by operation of law to the depositor assistance corporation in consideration of and to the extent of such payment. Upon such payment the insolvent depository institution and the superintendent of savings and loan associations, as liquidator of the insolvent depository institution, or any successors-in-interest thereto, shall grant to, and shall hereby be deemed to have granted to, the depositor assistance corporation a security interest for its benefit in all the proceeds from the following items:

(1) All assets of the insolvent depository institution or any successors-in-interest thereto, including all claims, choses in action, choate or inchoate and all other intangible assets which have not been specifically assigned and transferred to the purchaser; and

(2) All refunds, if any, payable to the insolvent depository institution or any successors-in-interest thereto under the terms of the contract entered into under division (A) of this section.

The security interest granted pursuant to division (D) of this section shall be subject to payment of administrative expenses of the liquidation of the insolvent depository institution, including expenses of collection, and to the rights of creditors of the insolvent depository institution whose claims have not been assumed by the acquiring bank to receive ratable payments from the assets of the insolvent depository institution; except that the security interest shall not be subject to the rights, if any, of any deposit guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code, or its successors-in-interest or members, as a creditor or creditors. The security interest so granted shall be deemed to be perfected for all purposes without the filing of a financing statement or any other action whatsoever.

(E) Except for deposit liabilities to the extent contractually required to be assumed by the acquiring bank or the purchaser, any of the liabilities of the insolvent depository institution to be assumed by the acquiring bank or the purchaser may be assumed by any affiliate of the purchaser as may be approved by the depositor assistance corporation and the assets of the insolvent depository institution which are to be purchased by the purchaser may be transferred to either the acquiring bank or any other affiliate of the purchaser.

(F) The depositor assistance corporation may advise the superintendent as to the prosecution, settlement, compromise, or release, whether for cash or other consideration or without consideration, of all claims, rights, or choses in action in the proceeds from which it has been granted a security interest pursuant to division (D) of this section. The amount of any net recoveries paid to the depositor assistance corporation shall be deposited annually in the state treasury to the credit of the special distribution fund, which is hereby created. Such net recoveries shall not be used by the corporation for any other purpose whatsoever except operating expenses.

(G) As used in this section:

(1) "Deposit liabilities" means liabilities of an insolvent depository institution in respect of time, savings or demand deposits of the institution, or unpaid cashiers checks issued to depositors or issued to former depositors in the course of a withdrawal from an account at the institution.

(2) "Depositor" means any person or entity that directly or as a nominee owns deposit liabilities of an insolvent depository institution or has any interest therein, except as a debenture holder, or has an interest therein pursuant to the uniform gifts to minors act, except a depositor by reason of deposit liabilities that may be offset against claims of the state, the insolvent depository institution, or successors-in-interest thereto, against present or former directors, officers, shareholders, or agents of the insolvent depository institution or its affiliates or against agents of any of such directors, officers, or shareholders.

(3) "Acquiring bank" may include a domestic savings and loan association or domestic savings and loan association holding company.

Effective Date: 04-05-1991

1155.45 Converting savings and loan into bank.

(A) With the approval of, and upon the conditions imposed by, the superintendent of financial institutions and subject to division (G) of this section, a domestic or foreign bank holding company may organize, acquire, or convert one or more depository institutions into a bank chartered under the laws of this state if such bank results from the conversion of one or more savings and loan associations under this section or such bank assumes all or a significant portion, as determined by the superintendent of savings and loan associations, of the deposit liabilities of one or more savings and loan associations while acquiring, directly or indirectly, all or a significant portion, as determined by the superintendent of savings and loan associations, of the assets of the one or more savings and loan associations. The superintendent of savings and loan associations shall permit such organization, acquisition, or conversion if the superintendent makes all of the following determinations:

(1) Exigent circumstances exist such that the organization, acquisition, or conversion is necessary and in the public interest to maintain or restore the continued viability of, or prevent the probable failure of, one or more savings and loan associations;

(2) Such one or more savings and loan associations are experiencing, or recently have experienced, liquidity difficulties;

(3) The organization, acquisition, or conversion protects the best interests of the depositors and creditors of such one or more savings and loan associations;

(4) The organization, acquisition, or conversion is in the best interests of the savings and loan associations of this state; and

(5) Such savings and loan association or associations had aggregate assets of more than four hundred million dollars as of February 28, 1985; provided that an organization, acquisition, or conversion described in division (G)(2) of this section shall not require the determinations set forth in divisions (A)(1), (2), and (3) of this section; provided further that the superintendent of savings and loan associations shall not make the determinations set forth in divisions (A)(1) and (2) of this section unless within seven calendar days after May 21, 1985, the superintendent has not received an offer from a domestic bank or bank holding company or domestic savings and loan association or holding company that the superintendent determines in the superintendent's discretion satisfies the following criteria:

(a) The offer would be binding upon the offeror if accepted;

(b) The offer contains no conditions to consummation other than those set forth in the contract with the foreign bank holding company;

(c) The offeror would be likely to receive necessary governmental approvals;

(d) The offeror is a company that has the financial resources to consummate the acquisition including, but not limited to, one hundred million dollars in total assets;

(e) The offer provides for the payment by the offeror of the same (or a greater) premium than that offered by the foreign company;

(f) The offer is otherwise on the same terms, or terms manifestly more favorable, than those offered by the foreign bank holding company; and

(g) The offer would require that less, or the same amount, of the funds of the depositor assistance corporation be expended.

Upon a determination by the superintendent of savings and loan associations that the condition described in paragraph (d) of this section will be satisfied and notwithstanding any provision of Chapters 1155. and 1157. of the Revised Code to the contrary, the superintendent may make available to a domestic bank or bank holding company or domestic savings and loan association or holding company in the superintendent's offices and upon written request, information relating to the insolvent depository institution and its subsidiaries including the following: financial reports; information relating to the institution's assets, including its loan portfolio, lists of delinquencies and scheduled assets, investments (including real estate owned, leased and held for investment, and investments in subsidiaries), and its branches; information relating to its liabilities, including deposits, borrowings, and other obligations; and any other reports, studies, and information which the superintendent, in the exercise of the superintendent's discretion, may deem appropriate including any report or other information filed with or obtained by the superintendent in the exercise of the superintendent's official duties pursuant to Chapters 1155. and 1157. of the Revised Code.

An offer made by a domestic bank or bank holding company or domestic savings and loan association or holding company pursuant to this division shall be deemed to have been made in the best interest of the domestic company and with the care that an ordinarily prudent person in like position would use in similar circumstances. The superintendent may make available to an offeror under this division any information obtained in an examination or by reason of the superintendent's official position including, but not limited to, the information described in the preceding paragraph of this section.

(B) Any bank organized, acquired, or formed by conversion pursuant to this section shall be subject to the provisions of all laws of this state that are applicable to banks except that it shall be permitted to engage in, but not expand, any activity in which it or its one or more predecessor savings and loan associations were engaged directly or through a subsidiary prior to such acquisition. Such bank shall divest itself of the entity or facilities by which any such activity not otherwise authorized by law is conducted, or otherwise discontinue such activity. Such divestiture or discontinuance shall be completed within two years of the bank's acquisition, unless the superintendent of financial institutions grants an extension of not more than one year, upon a showing that a sale cannot be effected sooner without substantial loss. Such bank shall, within a reasonable period of time determined by the superintendent of savings and loan associations, make application to become an insured bank pursuant to the "Federal Deposit Insurance Corporation Act," 64 Stat. 873, 12 U.S.C.A. 1811 , as amended, and attain insured status thereunder.

(C) Notwithstanding the provisions of Title XI [11] of the Revised Code, to facilitate any organization, acquisition, or conversion authorized by this section, the superintendent of savings and loan associations may without publication of notice or opportunity for a hearing approve an application to charter a de novo savings and loan association, and the superintendent of financial institutions shall, without being subject to the publication or notice requirements of section 1113.03 of the Revised Code, approve an application to charter a de novo bank within three days of the receipt of such application if the superintendent of financial institutions determines the bank meets the requirements of divisions (C)(1) and (5) of section 1113.03 of the Revised Code. Such de novo bank or savings and loan association may assume or succeed to all or a portion of the assets and liabilities of an existing savings and loan association, either directly from such existing savings and loan association or from any successor in interest thereto.

(D) Notwithstanding the provisions of Title XI [11] of the Revised Code, to facilitate an organization, acquisition, or conversion authorized by this section, the superintendent of savings and loan associations may approve the conversion of one or more savings and loan associations to a bank, and the superintendent of financial institutions may then approve the chartering of such bank under division (C) of this section. Such approvals may contain conditions to provide for the orderly transition from the business of a savings and loan association to the business of a bank.

(E) Notwithstanding the provisions of Title XI [11] of the Revised Code, to facilitate any organization, acquisition, or conversion pursuant to this section, the superintendent of savings and loan associations may approve the merger or consolidation of two or more savings and loan associations, and the superintendent of financial institutions may approve the merger or consolidation of one or more banks with one or more savings and loan associations, without being subject to any notice, publication, or hearing requirement.

(F) A depository institution that is chartered or a bank holding company that acquires all or a substantial part of the assets of, and assumes certain of the liabilities of a depository institution or depository institutions pursuant to this section shall be responsible only for such liabilities specifically assumed in connection with any organization, acquisition, or conversion approved pursuant to this section and shall bear no liability for the debts and obligations of any one or more predecessor depository institutions other than those specifically assumed or acquired in connection with any organization, acquisition, or conversion approved pursuant to this section.

(G)

(1) Except as provided in division (G)(2) of this section, the superintendent of financial institutions shall only approve the acquisition by a foreign bank holding company of a bank that results from the conversion of, or bank that assumes all or a significant portion of the deposit liabilities of, a savings and loan association that was previously in the possession of a conservator and has at least fifty thousand deposit accounts.

(2) The superintendent of financial institutions may approve one additional organization acquisition or group of acquisitions, or conversion by a foreign bank holding company of a bank or banks that results from the conversion of, or the assumption of all or a significant portion of the deposit liabilities of, one or more savings and loan associations.

(H) The principal place of business of a bank organized, acquired, or converted pursuant to this section shall be the principal place of business set forth in its articles of incorporation.

(I) The acquisition, pursuant to this section, of a bank or banks by a foreign bank holding company is hereby authorized by the laws of the state for purposes of subsection 3(d) of the Bank Holding Company Act.

Effective Date: 01-01-1997

1155.46 Acquiring bank by foreign bank holding company.

A foreign bank holding company that undertakes an organization, acquisition, or conversion described in division (G) of section 1155.45 of the Revised Code, shall be permitted to acquire banks in this state as if it were a bank holding company the operations of whose banking subsidiaries are principally conducted in this state for purposes of subsection 3(d) of the Bank Holding Company Act, provided, however that for two years from the effective date of this section such foreign bank holding company or any subsidiary or affiliate thereof may not directly or indirectly acquire any other Ohio bank in existence on the effective date of this section provided the board of directors of the Ohio bank approves and files within sixty days after such effective date with the superintendent of banks a certified copy of a resolution declaring it unavailable for acquisition by a foreign bank holding company. A bank filing such declaration pursuant to this section may subsequently declare itself available for acquisition through its board of directors by approving and filing a resolution to that effect. In any case no such foreign bank holding company or any subsidiary or affiliate thereof may directly or indirectly acquire any other Ohio bank in existence on the effective date of this section unless the board of directors of the bank to be acquired recommends such acquisition to its shareholders.

Effective Date: 05-21-1985

1155.47 Foreign acquisition time limits.

No acquisition of a bank or banks by a foreign bank holding company shall be permitted under division (A) of section 1155.45 of the Revised Code after September 30, 1985.

Effective Date: 05-21-1985

1155.99 [Repealed].

Effective Date: 07-01-1996