CHAPTER 1157: POSSESSION OF SAVINGS AND LOAN ASSOCIATIONS BY SUPERINTENDENT

(A) The superintendent of savings and loan associations may appoint a conservator for any savings and loan association whenever he deems it necessary in order to conserve the assets of such association for depositors, members, and creditors. The superintendent shall appoint a conservator for any association whose status as an insured institution has been terminated by the federal savings and loan insurance corporation. The superintendent may fix the compensation to be paid such conservator, the bond or other security to be required of him, and may remove such conservator at any time. Upon or after the appointment of a conservator for any savings and loan association, the superintendent may order the closing of the books of such savings and loan association against further transfer of its stock. He may thereafter permit such books to be reopened.

(B) The conservator:

(1) Shall take possession of the business and property of such savings and loan association;

(2) Shall have and exercise, in the name and on behalf of the association, all the rights, powers, and authority of the officers and directors of the association and all voting rights of its members or shareholders and may continue its business in whole or in part with a view to conserving its business and assets pending further disposition thereof as provided by law under the supervision of the superintendent and upon such limitations as are imposed by him;

(3) May give notice that he has taken possession of the assets of the association to all persons holding or having possession of any assets of such association;

(4) May do all things he considers desirable or expedient to carry on the association’s business consistent with his appointment, but he shall not declare, credit or distribute earnings on savings accounts or deposits without the approval of the superintendent;

(5) May bring or defend suits or proceedings in the name of the association under the direction and supervision of the superintendent;

(6) May do such things and have such rights, powers, privileges, immunities, and duties as the superintendent authorizes, directs, confers, or imposes.

This section does not vest title to any assets of the association in the conservator. No person, firm, corporation, or association, knowing that a conservator has taken possession of the business and property of an association or having been so notified, shall have a lien or charge against any of the assets of such association for any payment, advance, clearance, or liability thereafter made or incurred. The obligations of such association shall continue to bear interest at the rate contracted.

Any officer, director, member, or shareholder may, from time to time, communicate with the superintendent regarding the conservatorship. The conservator shall furnish bond in form and amount as the superintendent may direct.

(C) The attorney general, as legal advisor to the division, may employ special counsel to aid him with respect to any litigation in which the conservator is involved on behalf of the association. The compensation of such special counsel shall be fixed by the attorney general subject to the approval of the court.

(D) Within thirty days after appointment of a conservator, the association may bring an action in the court of common pleas of Franklin county, for an order that the superintendent remove the conservator. Immediately upon filing such action, summons shall be issued to the sheriff of Franklin county to be served on the superintendent, returnable within five days from its date, which in all other respects such summons shall be made as in civil actions, whereupon the allegations of the petition shall be deemed to stand denied without pleading and the cause shall be advanced and heard without delay.

(E) The superintendent may terminate the conservatorship and permit the association to resume the transaction of its business, subject to such terms and restrictions as he prescribes, when the superintendent determines that the termination of such conservatorship may be safely done and would be in the public interest. In no case shall the superintendent terminate the conservatorship and permit the association to resume the transaction of its business, unless the federal savings and loan insurance corporation assures the superintendent that the association, upon resuming the transaction of its business, will have the status of an insured institution. The superintendent may terminate the conservatorship and take possession on any of the grounds provided in section 1157.02 of the Revised Code.

(F) The conservator may submit a plan for the termination of the conservatorship to the members or shareholders of the association; if the holders of a majority of the shares or a majority of members vote to accept the plan, they shall elect directors to manage the affairs of the association.

When a plan for termination of such conservatorship has been submitted to the members or shareholders of the association, the superintendent may require that the plan be submitted to the court. He may require that not less than two weeks’ notice of the time and place of hearing on such application be given by publication or otherwise, as the court directs, to depositors, creditors, members, and shareholders of the association.

(G) The expenses of the conservatorship and the compensation of the conservator and the special counsel, if any, as provided in this section, shall be paid out of the assets of the association and shall be a lien thereon prior to any other lien.

Effective Date: 07-14-1987

If upon examination the superintendent of savings and loan associations finds that the affairs of a domestic savings and loan association are in an unsound or unsafe condition, that it is conducting its business in whole or in substantial part contrary to law, that it is failing to comply with the law, or that its affairs are not being conducted for the best interests of its depositors, shareholders, or creditors, he may forthwith take possession of the business and property of such savings and loan association. Upon taking possession of the business and property of a savings and loan association under this section, the superintendent shall forthwith:

(A) At the same time, post a notice on the door of each office of such savings and loan association, which notice shall state the date and time of such posting and that all the business and property of such association are in his hands, and by written notice, served personally or by registered mail or telegraph, notify all correspondent savings and loan associations, banks, and trust companies, and all other individuals, partnerships, corporations, and associations, known to him to be in possession of any assets of such association;

(B) Give notice, by advertisement in one newspaper published and of general circulation in each county in which an office of such association is located, once a week for four consecutive weeks, calling upon all persons who have claims against such association to present such claims to him and make legal proof thereof at a place and within a time not later than the last day specified in such notice;

(C) File with the clerk of the court of common pleas of the county in which the principal office of such association is located a notice to the effect that he has taken possession of the business and property of such association for the purpose of liquidation, which notice shall be entitled “In the matter of the liquidation of . . .,” with the name of the association filling the blank, and shall be numbered and docketed by the clerk as an original action.

All applications, orders, inventories, claim lists, and papers in connection with the liquidation of such association shall be filed and disposed of in said proceedings. No person other than the superintendent shall become a party to such proceedings by cross-petition, answer, interpleader, or otherwise, except as provided in sections 1157.03 and 1157.08 of the Revised Code.

Upon the expiration of the time fixed in such notice by the superintendent for the presentation of claims, he shall mail a similar notice to all persons whose names appear as creditors upon the books of such savings and loan association who have not at such time presented their claims.

All claims not filed in accordance with this section shall be forever barred from participation in any of the assets of such savings and loan association, and the notice provided for in division (B) of this section shall so state, except that the claims of any creditor assumed by an acquiring bank or purchaser, as such terms are defined in section 1155.42 of the Revised Code, and the claims of any creditor which the depositor assistance corporation or a deposit guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code has agreed to pay or make provision for payment of, shall not be adversely affected by the failure of such creditor to present a claim under this section.

Effective Date: 09-09-1988

The building and loan association named in the title of the proceedings provided for in section 1157.02 of the Revised Code, within seven days after the filing of the notice provided for in division (C) of such section, may make application to the court with which such notice was filed for an order requiring the superintendent of building and loan associations, within such time, not exceeding fifteen days, as is fixed by such court, to file in such court a writing specifying the grounds named in section 1157.01 of the Revised Code on which he has taken possession of its business and property and the operative facts found by him with respect to such taking of possession. If the superintendent does not comply with such order within the time so fixed, the liquidation proceedings shall be dismissed. Within fifteen days after the filing of such writing, the association may file an answer in such proceedings, joining issue on the allegations set forth in the writing. If issue is so joined, such court, or a judge of it in vacation, shall set the proceedings down for immediate hearing upon such issue. If the court finds that the writing is sufficient in law or that the superintendent has exceeded or abused his power and discretion, it shall dismiss the liquidation proceedings and direct the superintendent to surrender such business and property to the association, and the decree and order of the court shall operate to revest the title of all such property in the association as of the time specified in such decree and order. An appeal may be taken from the final order of the court as in other cases. An appeal by the superintendent from a final order dismissing such proceedings shall operate as a supersedeas. The perfecting of such an appeal by the superintendent shall be governed by the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.

Effective Date: 03-17-1987

Immediately upon the posting of notice on the doors of a building and loan association by the superintendent of building and loan associations, as provided in section 1157.02 of the Revised Code, the possession of all assets of such association shall be deemed transferred from such association to the superintendent. Such posting shall of itself, and without the execution or delivery of any instruments of conveyance, assignment, transfer, or indorsement, vest the title to all such assets in the superintendent. The time of posting stated in such notice shall be prima-facie evidence of the time of posting. Such posting shall bar any attachment, garnishment, execution, or other proceeding against such association or its assets or liabilities. As of the time of such posting, the privilege of withdrawing stock deposits or matured stock shall cease; withdrawal values shall be fixed; and interest on deposits shall cease to accrue at the rate specified in the contracts of deposit, but without prejudice to the rights of depositors to receive interest from the date of such posting, with other creditors, out of the funds produced by the liquidation of such association, before distribution of such funds made to shareholders on their shares. Such posting shall terminate the authority of such association to issue or sell its stock, to receive subscriptions therefor or payments thereon, or to receive deposits.

Effective Date: 10-01-1953

At any time after taking possession of the property and business of a building and loan association under section 1157.01 of the Revised Code, the superintendent of building and loan associations may mail a notice to any person, partnership, association, or corporation ascertained by him to be in default on any indebtedness to such association, and to any shareholder of such association, requiring such debtor in default or shareholder to furnish forthwith a statement of his financial condition, which statement shall be executed in duplicate, sworn to before a notary public or other officer qualified to administer oaths, and in such form as is prescribed by the superintendent.

Effective Date: 10-01-1953

As soon as practicable after taking possession of the business and property of a domestic building and loan association, the superintendent of building and loan associations shall make an inventory of the assets of such association, showing, as to each asset, its face amount, the value at which it is carried on the books of the association, and the security for it in whatever form such security exists, with a brief description of each such asset and security. Such assets shall be listed in such groups or classes as are, in the opinion of the superintendent, proper to afford full information as to their character and book value. Such inventory shall be prepared in duplicate, one copy to be filed in the office of the superintendent and one in the office of the clerk of the court of common pleas in which the proceedings provided for in section 1157.02 of the Revised Code are pending. In compiling an inventory of assets for an insolvent depository institution, as such term is defined in section 1155.42 of the Revised Code, the superintendent may utilize schedules of assets included in the contract with a purchaser, as defined in section 1155.42 of the Revised Code.

The superintendent shall prepare a record of the liabilities of such association from its books and from the facts as such facts are ascertained by him. Upon the expiration of the time fixed for the presentation of claims by the notice provided for in division (B) of section 1157.02 of the Revised Code, the superintendent shall make in duplicate a complete list of the claims presented, of which one copy shall be filed in the office of the superintendent and one in the office of the clerk of the court of common pleas in which the liquidation proceedings are pending. The superintendent shall in like manner, at intervals of not more than six months, make and file supplemental lists showing all claims presented which have not been exhibited in any list theretofore filed. Such first list and each supplemental list shall indicate the character and disposition of each claim listed in it.

The superintendent shall give notice of the filing of each list of claims by publication once a week for two consecutive weeks in a newspaper of general circulation in the county in which the proceedings for liquidation of the business and property of such association are pending, calling upon all persons objecting to any claim set forth in such list, and not shown by such list to have been rejected by him, to present their objections in the manner provided in section 1157.08 of the Revised Code. If no such objection is filed within fifteen days after the date of the second publication, such claims shall be considered correct and all persons shall be forever barred from objecting to any such claim or to its payment; but this section does not preclude the superintendent from thereafter rejecting any such claim, in whole or in part, as provided by section 1157.07 of the Revised Code.

The inventory of assets and the statement of liabilities provided for in this section shall be permanent records of such liquidation and shall be certified to by the superintendent or a special deputy appointed to assist him in such liquidation. At the time of the order for final distribution of the assets of any such association, the superintendent shall make a detailed report in duplicate of its liquidation, showing the disposition of each asset and acquired asset, of which one copy shall be filed in the office of the superintendent and one in the office of the clerk of the court of common pleas in which the liquidation proceedings are pending. The copies of such report, such inventory, and such list of claims that are filed in the office of the clerk shall be open at all reasonable times for inspection.

If the superintendent determines that an emergency exists requiring the expeditious liquidation of an insolvent depository institution, as such term is defined in section 1155.42 of the Revised Code, or of a depository guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code, in order to protect the interests of depositors of a savings and loan association, in lieu of the procedures provided for in the second and third paragraphs of this section the superintendent shall file a list of all claims made, and other claims recognized by the superintendent, with the office of the clerk of the court of common pleas in which the liquidation proceedings are pending, such filing to be not later than three days after the last day for presentation of claims as provided in division (B) of section 1157.02 of the Revised Code. The superintendent shall thereafter give notice of such list of claims by publications once a week for two consecutive weeks in a newspaper of general circulation in the county in which the liquidation proceedings are pending. If no objection is filed within five days after the date of the second publication, all persons, other than the superintendent, shall be forever barred from objecting to any such claim or its payment.

Effective Date: 05-21-1985

If the superintendent of building and loan associations doubts the justice or validity of any claim against an association of whose business and property he has taken possession under section 1157.01 of the Revised Code, he may reject such claim in whole or in part, or may reject any claim of security, preference, priority, or offset against such association, and shall serve written notice of such rejection upon the claimant, either personally or by registered mail. A certificate of such rejection and a certificate of notice filed in the office of the superintendent shall be prima-facie evidence of such rejection and notice.

Any party deeming himself aggrieved by any such rejection shall bring an action against the superintendent and such association within three months after such rejection or be forever barred from asserting the rejected claim or claim of security, preference, priority, or offset; provided, that if the superintendent determines that an emergency exists requiring the expeditious liquidation of an insolvent depository institution, as such term is defined in section 1155.42 of the Revised Code, or of a depository guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code in order to protect the interests of depositors of a savings and loan association, any such action shall be brought within ten days after such rejection or be forever barred, and the plaintiff shall post such bond as the court considers appropriate in the circumstances.

Effective Date: 05-21-1985

Objection to any claim against an association of whose business and property the superintendent of building and loan associations has taken possession under section 1157.01 of the Revised Code, which claim has not been rejected by the superintendent, may be made by any party interested by the filing of a copy of such objection with the superintendent, who shall present the objection to the court of common pleas in which the liquidation proceedings are pending, upon written notice to the claimant and to the party filing it setting forth the time and place of presentation. Such court, on or after the day fixed in such notice, shall hear the objection or refer the determination of it to a referee for report.

Effective Date: 10-01-1953

For the purpose of establishing a value on assets of a domestic building and loan association in process of liquidation under sections 1157.01 to 1157.29, inclusive, of the Revised Code, which are intended to be sold or exchanged, the superintendent of building and loan associations may have such assets appraised, at the time of such sale or exchange, by three appraisers, of whom one shall be selected by him, one shall be selected by the court of common pleas in which the proceedings for such liquidation are pending or by a judge thereof, and one shall be named by the two so chosen. The value fixed by two of the appraisers shall be accepted as the value of such assets for the purpose of such sale or exchange, but if no two of the appraisers agree as to such value, the superintendent may accept the average of the separate values fixed by all of the appraisers. The superintendent may, if unable by sale or exchange to secure for any asset the value assigned to it in the original appraisal, order a reappraisal by the method provided in this section, with the consent of such court. All expenses of appraisals made under this section shall be paid out of the funds of the association whose assets are so appraised.

Effective Date: 10-01-1953

The superintendent of building and loan associations, while in possession of the business and property of any domestic building and loan association under sections 1157.01 to 1157.29, inclusive, of the Revised Code, may, upon application to the court of common pleas in which the proceedings for the liquidation of such association are pending or to a judge thereof, and in such manner and on such terms as such court or judge by order approves, do any of the following:

(A) He may sell, or compromise for cash or other considerations, any bad or doubtful assets and any debts owed to such association, and may compromise and settle, for cash or other considerations, claims and demands against such association, whether acquired by it before or after he takes possession of its business and property, or stock, bonds, or other instruments for the payment of money.

(B) He may sell, lease, exchange, or otherwise dispose of any assets of such association, whether real, personal, or mixed, and whether tangible or intangible, and accept therefor such considerations as such court or judge by order approves, and may make distribution of such considerations, all as provided in section 1157.12 of the Revised Code.

(C) He may surrender or abandon any assets, including choses in action, whether they are the subject of pending litigation or not, and may reject or disclaim any lease or contract which he considers burdensome; but this provision does not deprive any person of a right of action for damage resulting from any such rejection or disclaimer.

(D) He may borrow money, issue evidences of indebtedness for such money, and secure its repayment by mortgage, pledge, transfer in trust, or hypothecation of any of the property of such association, whether real, personal, or mixed, which mortgage pledge, transfer in trust, or hypothecation shall be superior to any charge on such property for expenses of liquidation under section 1157.17 of the Revised Code. He may obtain such loans for the purpose of facilitating liquidation, protecting and preserving the assets in his charge, expediting distribution to shareholders, depositors, and creditors, providing for the expenses of administration and liquidation, aiding in the reopening or reorganization of such association or in its merger or consolidation with another building and loan association, or selling, exchanging, or otherwise disposing of all or a substantial part of its assets. He may, whether it is so specified in the order of the court or not, take any action necessary or proper to consummate any such loan, may provide for its repayment, and may give bond, when required, for the faithful performance of all undertakings in connection with such loan. Prior to obtaining an order of court authorizing such borrowing, the superintendent may make application or negotiate for such loan subject to the obtaining of such court order. Thase superintendent may renew or refinance loans made to him while he was in possession, or to the association before he took possession, of its business and property, and may substitute collateral from time to time on all such loans. The superintendent shall be under no personal obligation to repay any loans authorized in this division.

Effective Date: 10-01-1953

The superintendent of building and loan associations shall give notice of the hearing of each application made under section 1157.10 of the Revised Code. The notice shall be such notice as is appropriate in the circumstances and such opportunity for a hearing as is appropriate in the circumstances, provided that an act for which approval is sought by the application may be authorized without an actual hearing on the application if such hearing is not timely requested by a party in interest or if there is insufficient time for a hearing to be commenced before such act must be done, and the court authorizes such act.

At the hearing on any such application, any shareholder, depositor, or creditor of such association may appear and be heard thereon with leave of court. No order of the court of common pleas or of a judge of such court which is entered under this section or section 1157.10 of the Revised Code is a final order. By leave of court an independent suit may be brought, not later than ten days after such order is entered, by any such shareholder, depositor, or creditor deeming himself aggrieved by the order, to restrain any action authorized by such order; but if any order to sell, exchange, or otherwise transfer, in bulk, all or a substantial part of the assets of the association is assented to by the holders of two thirds, in principal amount, of the aggregate of the claims of unsecured creditors, depositors, and shareholders of such association who are entitled to participate in the dividends from such sale, exchange, or transfer, such order shall be binding upon all of the creditors, depositors, and shareholders of such association; provided, that if the superintendent determines that an emergency exists requiring the expeditious liquidation of an insolvent depository institution, as such term is defined in section 1155.42 of the Revised Code, or of a depository guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code in order to protect the interests of depositors of a savings and loan association, such independent suit shall be brought not later than five days after such order is entered and the plaintiff shall post such bond as the court considers appropriate in the circumstances.

Effective Date: 05-21-1985

Without prejudice to the generality of the power of the superintendent of building and loan associations and of the court of common pleas, in which the proceedings for the liquidation of a domestic building and loan association are pending, or a judge of such court, with respect to the sale, lease, exchange, or other disposition of assets of such association under division (B) of section 1157.10 of the Revised Code, the superintendent, upon application to such court or judge, as provided in said section, and on such terms as such court or judge by order approves, may:

(A) Accept for such assets considerations consisting of claims against such association, whether acquired before or after the superintendent took possession of its business and property, or of stock, bonds, or other instruments for the payment of money;

(B) After paying or providing for the payment of the expenses of liquidation as provided in section 1157.17 of the Revised Code, and after canceling such claims, distribute the considerations remaining in his hands in kind, or the proceeds thereof, as dividends among the creditors, depositors, and shareholders of such association as provided in section 1157.18 of the Revised Code, depositing unclaimed dividends, in kind or otherwise, as provided in section 1157.20 of the Revised Code;

(C) Accept, as consideration for such assets, shares or stock credits of the association, if the debts and obligations of the association have been paid, adequately secured to be paid, or otherwise provided for.

Transactions authorized under this section and the issuance of securities in connection therewith, are not subject to sections 1707.01 to 1707.45, inclusive, of the Revised Code. The court or judge may by order require, in the manner provided in section 1157.09 of the Revised Code, an appraisal of any such assets proposed to be sold, leased, exchanged, or otherwise disposed of as provided in this section.

Effective Date: 10-01-1953

The superintendent of building and loan associations, upon taking possession of the property and business of any domestic building and loan association under sections 1157.01 to 1157.29, inclusive, of the Revised Code, shall have, exercise, and discharge the following powers, authority, and duties, without order of court but subject to such sections:

(A) To collect all money due to such association;

(B) To perform all other acts which he deems expedient to conserve the assets of such association;

(C) To exercise all the rights and powers of the association under any mortgage, chose in action, collateral note, contract, judgment, or decree;

(D) To sell for cash any asset of such association at not less than the face or par value thereof or the actual amount owing thereon;

(E) To settle, compromise, or compound any debt owing to or held by such association, or any claim enforcible by him, when such association has a common interest with ten or more other persons or corporations in any such claims, securities, or property, by becoming a party to an agreement among the parties interested; and to confer control of such claims, securities, or property upon a committee;

(F) To pay off and discharge any taxes, assessments, liens, claims, or charges against the assets of such association;

(G) To expend such sums as he deems necessary for the maintenance, conservation, and protection of any such property or of any asset on which the association has a lien by mortgage, pledge, or otherwise;

(H) To institute and maintain against the directors, officers, or employees of such association any action which the association, its shareholders, or its creditors might institute and maintain;

(I) To take title in his name to any asset, including shares and certificates for shares of stock of any corporation, and to exercise all voting and other powers of an unqualified owner of such shares or certificates, but not to make any transfer or sale of such shares or certificates, except in the manner authorized by section 1157.10 of the Revised Code, unless such shares or certificates are sold for not less than their face or par value;

(J) To enforce any individual liability of any shareholder of such association, if the superintendent ascertains that the assets of such association will be insufficient to pay its debts; and until an order to declare and pay a final dividend is entered in such proceedings, the right to enforce such liability for the benefit of all creditors belongs exclusively to the superintendent;

(K) In his name as superintendent of building and loan associations in charge of the liquidation of such association, to institute, prosecute, and defend any actions or proceedings within or without this state, and to execute, acknowledge, and deliver any necessary or proper deeds, leases, assignments, releases, contracts, and other instruments, for the purpose of executing any of the powers or performing any of the duties conferred upon him by this section.

Any deed or other instrument executed under division (K) of this section shall be as effectual for all purposes as if it had been executed by the officers of such association by the authority of its board of directors. If any real estate conveyed by such an instrument is situated outside of the county in which the proceedings for the liquidation of such association are pending, a certified copy of the order of the court authorizing or ratifying the sale or conveyance of such real estate shall be filed in the office of the county recorder of the county within which such real estate is situated.

Effective Date: 10-01-1953

The superintendent of building and loan associations may appoint one or more special deputy superintendents of building and loan associations to assist him in the liquidation and distribution of the assets of building and loan associations of whose business and property he has taken possession under sections 1157.01 to 1157.29, inclusive, of the Revised Code. A certificate of such appointment shall be filed in the office of the superintendent and a certified copy of such certificate shall be filed in the office of the clerk of the court of common pleas in which the proceedings for the liquidation of such an association are pending. Such special deputy superintendent may execute, acknowledge, and deliver any deeds, assignments, releases, or other instruments necessary and proper to effect any sale and transfer of or any encumbrance of real estate or personal property. Any deed or other instrument so executed is as valid and effectual for all purposes as if it had been executed by the superintendent.

The superintendent may also employ such assistants, agents, clerks, and auditors as he deems necessary in connection with the liquidation and distribution of the assets of any such building and loan association.

The superintendent shall require each such special deputy superintendent and each such assistant, agent, clerk, and auditor to give bond, in an amount and with sureties to be approved by him, and conditioned upon the faithful performance of such person’s employment. All bonds so given shall be deposited with the superintendent and kept in his office. If any surety on any such bond is a qualified surety company, the premium on such bond shall be paid as an expense of liquidation and may be allocated to the liquidation of one or more building and loan associations in such proportions as the superintendent determines.

Effective Date: 10-01-1953

The superintendent of building and loan associations, upon taking possession of the property and business of any domestic building and loan association under sections 1157.01 to 1157.29, inclusive, of the Revised Code, may, in case of doubt or difficulty, ask, by written application, for the instructions of the court of common pleas in which the liquidation proceedings provided for in such sections are pending as to the manner in which he should exercise his powers and discretion. Notice of the hearing of any such application shall be given in the manner prescribed by section 1157.11 of the Revised Code with respect to applications made under divisions (A), (B), or (C) of section 1157.10 of the Revised Code, and any person entitled to be heard on any application mentioned in section 1157.10 of the Revised Code shall be likewise entitled to be heard on the application provided for in this section.

The order of the court on such application is not a final order. By leave of court an independent suit may be brought and maintained, by any such person deeming himself aggrieved by such order, to restrain any action authorized by it.

The superintendent shall not be directed or restrained in the exercise of his powers or discretion otherwise than in a suit in equity in which it is alleged and found that he has exceeded or abused such powers and discretion.

Effective Date: 10-01-1953

The moneys and funds collected by the superintendent of savings and loan associations in the process of liquidating a savings and loan association under sections 1157.01 to 1157.29 of the Revised Code shall be deposited subject to his order in banks or savings and loan associations organized under the laws of this state. In case of the insolvency, closing, or suspension of any such depository, such moneys and funds shall be a preferred claim and the assets of such closed depository shall be impressed with a trust with respect to them. If no such banks or savings and loan associations are conveniently located, the superintendent may deposit such moneys and funds, subject to his order and upon such terms as he imposes, in national banking associations or federally chartered savings and loan associations organized under the laws of the United States.

Effective Date: 07-14-1987

The expenses incurred by the superintendent of building and loan associations in the liquidation of any domestic building and loan association shall include the compensation and expenses of special deputies, assistants, agents, clerks, and auditors employed by him under section 1157.14 of the Revised Code, together with reasonable attorney fees for counsel employed by the attorney general to render legal services in connection with such liquidation. Such compensation and expenses shall be fixed and allocated to each liquidation proceedings as occasion may require.

All proceedings brought by the superintendent under authority of law, or to collect any forfeiture, or in any manner pertaining to the liquidation of building and loan associations, shall be brought in the name of the state upon his relation, and shall be conducted under the direction and supervision of the attorney general. The attorney general may, whenever it is necessary in the course of his duties under sections 1157.01 to 1157.29, inclusive, of the Revised Code, employ special counsel to aid him, and the compensation of such special counsel shall be fixed by him subject to the approval of the court of common pleas in which the liquidation proceedings are pending, and shall, on certificate of the superintendent, be paid out of the property of such association which is in the hands of the superintendent. Such expenses shall be a charge against such property and shall have first priority in payment.

Within fifteen days after taking possession of the business and property of such an association, the superintendent shall file, in the court of common pleas in which the liquidation proceedings are pending, a detailed estimate of the estimable expenses of liquidating the association, setting forth fixed charges for compensation and expenses of special deputies, assistants, attorneys, agents, clerks, and auditors, and for rents, supplies, and other operating costs, as estimated for the next twelve months succeeding such taking of possession. Every twelve months thereafter a similar estimate shall be so filed. Each such estimate shall be subject to the approval of such court or of a judge thereof. The expenses of such liquidation shall be paid out of the property of such association which is in the hands of the superintendent, and such expenses shall be a charge against such property and shall have first priority in payment. If any expenditure not classified in the estimated account of fixed charges is necessary, or if any expenditure to be made exceeds the amount set forth for it in the estimated account of such charges, such unclassified expenditure, or such expenditure in excess of the estimated amount, shall be submitted for the approval of such court or judge. All expenses shall be approved by such court or judge before the superintendent may pay them. Within fifteen days after the expiration of three months after taking possession of the property and business of such an association, and within fifteen days after the expiration of each succeeding three months, the superintendent shall file a report with the clerk of such court containing an account of actual expenditures made by him during the preceding three-month period.

Effective Date: 10-01-1953

As soon as practicable after the expiration of the date fixed for the presentation of claims by creditors of a savings and loan association of whose business and property he has taken possession, the superintendent of savings and loan associations shall, out of the funds or property remaining in his hands after the payment of expenses, declare dividends. Each such dividend shall be paid to such persons, in such manner and amount, and upon such notice as may be directed by the court of common pleas in which the proceedings for the liquidation of such association are pending. Dividends due to shareholders, on claims as depositors or otherwise, shall be withheld by the superintendent to the extent of any liability of such shareholders until it is ascertained that it will not be necessary to enforce such liability by counterclaim or setoff. The court shall make proper provision for unproved and unclaimed deposits and for rejected claims upon which action has been instituted within the period provided for by section 1157.07 of the Revised Code, provided, that in the liquidation of a deposit guaranty association established under former sections 1151.80 to 1151.92 of the Revised Code, the court shall consider in making such provision the availability of other sources of funds to satisfy such rejected claims, including the availability of funds from the savings and loan assurance corporation against which such claims may be asserted. No final dividend shall be paid until after the final disposition of all claims filed. The power conferred by this section to pay dividends is in addition to the power conferred by section 1157.12 of the Revised Code to distribute dividends in cash or otherwise.

In connection with the liquidation of a savings and loan association described in section 1151.081 of the Revised Code, deposits are debts of such associations having the same priority as the claims of the general creditors of the association not having priority over other general creditors of the association and, in addition, shall have the same right to share in the remaining assets of the association, if any, that they would have if they were shares, stock, or stock credits.

Effective Date: 09-09-1988

No claim for preference in the distribution of dividends in the liquidation of a building and loan association by the superintendent of building and loan associations shall be allowed by him or approved by the court of common pleas in which the liquidation proceedings are pending unless such claim is verified by an affidavit fully disclosing all the facts upon which it is based. To be entitled to preference, all such claims must be filed with the superintendent on or before the expiration of three months after the last publication of notice required by division (B) of section 1157.02 of the Revised Code.

Effective Date: 10-01-1953

All unclaimed share accounts, deposits, dividends, and other intangible property of a domestic building and loan association the assets of which have been liquidated under sections 1157.01 to 1157.29, inclusive, of the Revised Code, which remain in the hands of the superintendent of building and loan associations for six months after the order for final distribution, shall be reported as unclaimed funds pursuant to sections 169.03 and 169.05 of the Revised Code, except that division (D) of section 169.03 of the Revised Code does not apply.

Effective Date: 10-16-1972

All books papers, and records of a domestic building and loan association which has been finally liquidated under sections 1157.01 to 1157.29, inclusive, of the Revised Code, shall be deposited by the superintendent of building and loan associations in the office of the clerk of the court of common pleas in which such liquidation proceedings were had. Such books, papers, and records shall be held by said clerk subject to the order of such court.

Effective Date: 10-01-1953

The superintendent of building and loan associations, after he has taken possession of the property and business of a domestic building and loan association, may send a notice in writing by registered mail to each person, corporation, partnership, or association claiming to be, or appearing upon the books of such association to be, the owner of any personal property theretofore left in the possession of such association as bailee or depository for hire, or claiming to be the lessee of any safe, vault, or box held by or on the premises of such association. Such notice shall be directed to each such person, corporation, partnership, or association at its post-office address recorded in the books of such association or, if its name is not recorded in such books, at its last known post-office address, and shall notify each such addressee to remove all such personal property within the period stated in such notice, and such period shall be not less than sixty days from the date of the mailing of such notice. If such property has not been removed within the time specified in such notice, the superintendent may apply to the court of common pleas in which the liquidation proceedings are pending for an order directing him to cause any safe, vault, or box held by or on the premises of such association to be opened in his presence or in the presence of a special deputy superintendent, and in the presence of a notary public who is not an officer or in the employ of such association or of the superintendent; to cause any contents thereof to be listed and then to be enclosed in a container, which container shall be sealed and distinctly marked by such notary public with the name and address of the person, corporation, partnership, or association in whose name such safe, vault, or box is shown upon the books of such association; and to cause such list and a description of the property in such container to be attached to such container. The container shall then be kept by the superintendent in his custody and control until delivered to the person, corporation, partnership, or association whose name appears thereon, but, within six months after the order for final distribution, all moneys, rights to moneys, and other intangible property shall be reported as unclaimed funds pursuant to sections 169.03 and 169.05 of the Revised Code unless otherwise disposed of as directed by such court or by a judge thereof, except that division (D) of section 169.03 of the Revised Code does not apply.

Such contents shall be held by the superintendent subject to the payment of all unpaid rent on such safe, vault, or box, of all expenses incurred in opening it, and of reasonable compensation for the safekeeping of the contents after their removal from it.

After the superintendent has mailed the notice in writing as provided in this section, any contract of bailment or of deposit for hire, and any lease of a safe, vault, or box, between such person, corporation, partnership, or association and such building and loan association shall terminate upon the date of removal and the amount of any unearned rent or charges paid for such bailment or lease by such person, corporation, partnership, or association shall become a general claim against such building and loan association.

Effective Date: 10-16-1972

In lieu of taking possession of the business and property of a domestic building and loan association, the superintendent of building and loan associations may, for any of the causes specified in section 1157.01 of the Revised Code, order such association to liquidate its business and property. The issuance of such an order shall have the effect of an election of all the shareholders of such association to dissolve it and shall terminate the power of such association to accept money on deposit, to issue new stock, and to pay withdrawals of shareholders or depositors. The board of directors of such association shall exercise all other powers vested by sections 1701.01 to 1701.98 of the Revised Code, in the directors of a corporation electing to dissolve, but the written consent of the superintendent or his deputy must be secured to validate the exercise of any such other power, except the collection in money of debts due such association.

When the superintendent orders such association to liquidate its business and property, he shall file with the secretary of state a certificate, under his official seal, reciting such order, and such filing shall have the effect of the filing of a certificate of dissolution under section 1701.88 of the Revised Code, except as otherwise specifically provided in sections 1157.01 to 1157.29 of the Revised Code. The board shall act as liquidator for all the purposes of sections 1157.01 to 1157.29 and of sections 1701.01 to 1701.98 of the Revised Code, and no court shall appoint a receiver for any purpose in connection with such liquidation.

In connection with a liquidation pursuant to this section in respect of a building and loan association described in section 1151.081 of the Revised Code, the preferences and priorities provided in section 1157.18 of the Revised Code with respect to such associations apply.

The court of common pleas of the county in which the principal office of such building and loan association is located, or a judge thereof in vacation, may at any time, upon the petition of the board or a majority thereof, approved by the superintendent, order and adjudge, in the manner provided in section 1701.89 of the Revised Code, in respect to such matters as are mentioned in sections 1157.01 to 1157.29 of the Revised Code, as pertaining to liquidation proceedings conducted by the superintendent.

The order provided for in this section shall contain a direction to such association to publish such order once a week for two consecutive weeks in a newspaper of general circulation in all counties in which any office of such association is located, and to post a copy of such order in a prominent and public place in each such office. The superintendent shall require of such association proof of such publication and posting, which shall be in lieu of the publication and notice required by section 1701.87 of the Revised Code.

The superintendent shall supervise any liquidation under this section. He may require such association to make reports to him during such liquidation, at such times and in such forms as he prescribes, and may examine into its affairs at any time to determine whether all rights and interest involved are being protected. If he finds that such liquidation is being improperly conducted, or that interests are not being properly protected, he may take possession of the business and property of such association and complete the liquidation himself as provided in sections 1157.01 to 1157.29 of the Revised Code.

Whenever the superintendent is satisfied that the assets of such association have been fully liquidated, that all of its liabilities have been fully paid in accordance with this section, but that share accounts, deposits, dividend[s] or other intangible property remain unclaimed in the hands of such association, he shall direct such association to report such unclaimed items as unclaimed funds pursuant to sections 169.03 and 169.05 of the Revised Code, except that division (D) of section 169.03 of the Revised Code does not apply.

All expenses incurred by the superintendent in supervising the liquidation of such an association under this section shall be paid monthly by such association, upon the presentation to it by the superintendent of a statement of such expenses. Such expenses shall include any expenses mentioned in section 1157.17 of the Revised Code incurred directly in connection with such supervision.

Effective Date: 10-30-1975

In lieu of taking possession of the business and property of a domestic building and loan association or ordering such association to liquidate its business and property, the superintendent of building and loan associations may, for any of the causes specified in section 1157.01 of the Revised Code if he finds that the affairs of such association may be put in sound and safe condition by adjusting or sustaining the capital structure of the association, order such association to rehabilitate or reorganize as provided in this section and in sections 1157.25 and 1151.61 of the Revised Code. The issuance of such an order shall suspend the power of the association to receive deposits, except as provided in this section; to pay withdrawals of stock or of stock credits; to declare or pay dividends; and to make loans. The superintendent may impose such conditions and restrictions upon the powers of such association to receive stock subscriptions, to issue or sell stock, and to receive stock credits as he may prescribe in such order or by additional orders issued during the period of rehabilitation or reorganization. If the association elects to receive deposits after such order is issued, the superintendent shall appoint a trustee to receive, account for, and preserve such deposits for the benefit of such depositors in such manner as may be approved by the superintendent.

The board of directors of such association shall, within ninety days after receipt of such order, submit to the superintendent for his approval a plan for the rehabilitation of its capital and reserve, or a plan of reorganization in the manner provided for in section 1151.61 of the Revised Code. Such plan shall be so devised as reasonably to insure equality of interest between prior shareholders of each class and those who may subsequently become shareholders. The basis of such rehabilitation or reorganization may be either the findings of the superintendent’s examination, or an appraisal of any assets of the association which is made at the expense of the association by competent persons approved by the superintendent and made under rules prescribed by the superintendent, as the board may elect, unless the superintendent, in the order of rehabilitation or reorganization, or by order issued during the period of rehabilitation or reorganization, specifies which of said two bases shall be employed.

Effective Date: 10-01-1953

Whenever a plan of rehabilitation or reorganization has been submitted to and approved by the superintendent of building and loan associations as provided in section 1157.24 of the Revised Code, the board of directors of the association shall within ten days, unless the time is extended by the superintendent, take such action under the plan as it may take under the constitution and bylaws of the association. If the consummation of the plan requires the action of the members of the association, the board shall submit the proper resolution to the members for their approval in any manner authorized by sections 1157.01 to 1157.29, inclusive, or sections 1701.01 to 1701.98, inclusive, of the Revised Code, or in the absence of any such provision, in the manner provided for in the plan of rehabilitation or reorganization; and a certificate showing the action of the members shall be executed and filed in the office of the secretary of state, pursuant to law. The action of the board and any action of the members shall be immediately certified to the superintendent. Upon receipt of such a certificate showing execution of the approved plan, the superintendent shall issue to the association a certificate of rehabilitation, unless the approved plan contemplates the collection of an assessment as a condition of the rehabilitation, in which event such certificate shall not be issued until such plan is executed in that regard and proof of such execution is made to the satisfaction of the superintendent. Upon the issuance of such certificate by the superintendent, the association may resume business, and shall have and exercise all its corporate powers, subject to any amendment of its articles, constitution, or bylaws adopted pursuant to the plan of rehabilitation or reorganization.

If, after such an order to rehabilitate or to reorganize has been issued, no plan for such rehabilitation or reorganization is submitted by the board within the time specified by such order for such submission, or if, after the expiration of such time, a plan submitted within such time is disapproved by the superintendent, or if an approved plan is not executed within the time fixed in the order of the superintendent then the superintendent may institute proceedings for the liquidation of such association under sections 1157.01 to 1157.29, inclusive, of the Revised Code, without further examination. This section shall not prevent the superintendent from taking possession of the business and property of such association at any time.

Effective Date: 10-11-1955

The superintendent of building and loan associations may, at any time after taking possession of the business and property of a domestic building and loan association under section 1157.01 of the Revised Code, transfer the further liquidation of the business and property of such association to the association, which shall conduct such further liquidation in the manner and with the effect provided by section 1157.23 of the Revised Code, except as otherwise expressly provided in this section. Such transfer shall be effected by the issuance of an order of like tenor to the order provided for in the first paragraph of section 1157.23 of the Revised Code, and the filing by the superintendent with the secretary of state of the certificate of dissolution provided for in such section. Immediately upon filing, the possession of all the assets of such association shall be deemed transferred from the superintendent to, and assumed by, such association, for the purpose of further liquidation, and such filing shall, without the execution or delivery of any instrument of conveyance, assignment, transfer, or indorsement, vest the title to all such assets in the association for such purpose. The superintendent shall forthwith, after such filing, file with the clerk of the court of common pleas of the county in which the liquidation proceedings are pending a notice to the effect that the further liquidation of such association has been transferred as provided in this section. Thereupon such proceedings shall be dismissed, subject to the payment of costs, but without prejudice to the jurisdiction of the court of common pleas of the county in which the principal office of such building and loan association is located, or a judge thereof in vacation, with respect to the further liquidation of such association, which is conferred upon such court or judge by section 1157.23 of the Revised Code.

The superintendent may, by order, prescribe and regulate all details of such transfer that are not fully provided for in this section.

If such order of transfer is issued more than seven days after the filing of notice by the superintendent under division (C) of section 1157.02 of the Revised Code, the provisions of section 1157.03 of the Revised Code relating to the remedy of the association shall be deemed exclusive and section 1157.29 of the Revised Code shall not apply.

Effective Date: 10-30-1975

A domestic building and loan association which is in the course of liquidation under sections 1157.01 to 1157.29, inclusive, of the Revised Code, may resume business when a resolution to such effect, at a meeting duly called, is adopted by the holders of fifty-one per cent of the stock entitled to vote thereon; the owners of at least two thirds of such association’s total deposits consent thereto in writing; the superintendent of building and loan associations recommends that control of the business and property of the association be returned to the shareholders; and the court of common pleas in which the liquidation proceedings are pending, upon application, approves the superintendent’s recommendations with a finding that such association will be in safe and sound condition when control is resumed by the shareholders. If the association has been dissolved under section 1157.23 of the Revised Code, the stockholders’ meeting shall be called, and the vote at such meeting shall be taken, as though such association had not been dissolved. If the superintendent permits resumption of business upon a restricted basis, as provided in this section, such resolution of the stockholders and such written consent of the depositors are not required.

Such association may resume business upon a restricted basis, and upon such conditions as may be prescribed by the superintendent, when, upon application by the superintendent to the court of common pleas of the county in which such association is located, such resumption is approved by such court. Such conditions may include, for example, a prohibition against taking deposits or selling shares, and reasonable restrictions upon the withdrawal of deposits and the payment of other liabilities.

Upon such approval by the court, such association shall be relieved from the control and supervision of the superintendent provided in sections 1157.01 to 1157.29, inclusive, of the Revised Code; but this section does not abridge any other supervisory powers of the superintendent over such association as otherwise provided by law, or his right to resume control under sections 1157.01 to 1157.29, inclusive, of the Revised Code.

At any time after it resumes business upon a restricted basis under this section, such association may proceed with a reorganization under section 1151.61 of the Revised Code.

In case a certificate of dissolution of such association has been filed under section 1157.23 of the Revised Code, the superintendent shall file in the office of the secretary of state a certified copy of the court order approving such resumption of business, and thereupon such association shall be deemed restored to all of its corporate rights and privileges, subject to any conditions imposed by the superintendent.

Any consent or approval required by this section shall, in connection with any building and loan association described in section 1151.081 of the Revised Code, be given by a vote of at least two thirds of the voting power of the depositors of such association.

Effective Date: 11-17-1969

No receiver for a domestic building and loan association or its business or property shall be appointed by any court, nor shall any deed of assignment for the benefit of its creditors be filed in any court.

Effective Date: 10-01-1953

Any building and loan association aggrieved by an order of the superintendent of building and loan associations issued under section 1157.23 or 1157.24 of the Revised Code, within thirty days after receiving such order, may apply to the court of common pleas of the county in which the principal office of such association is located to set aside such order and to enjoin the further enforcement of it.

Any building and loan association aggrieved by an action of the superintendent under section 1157.23 of the Revised Code divesting its board of directors of the control of its business and property and taking possession of such business and property for complete liquidation within fifteen days after such action has been taken, may apply to such court to enjoin the action of the superintendent and to restore to the association the rights and powers previously enjoyed by it under such section.

Any building and loan association aggrieved by the action of the superintendent in disapproving any plan of rehabilitation or plan of reorganization submitted under section 1157.24 of the Revised Code, within fifteen days after such disapproval, may apply to such court to approve the plan.

After any application is made to it under this section, such court shall cite the superintendent to show cause why such application should not be granted. After hearing the allegations and proofs of the parties and determining the facts, the court may dismiss the application. If, after such hearing, the court finds that the superintendent has exceeded or abused his power and discretion in the issuance of such an order, in the taking of such an action, or in refusing to approve such a plan as set forth in section 1157.24 of the Revised Code, it may make such order as it considers necessary and proper; for example, it may enjoin the superintendent from further proceedings. An appeal by the superintendent from such order shall operate as a supersedeas and shall be perfected in accordance with the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.

Effective Date: 03-17-1987