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Ohio Laws and Rules
(A) The superintendent of savings banks may appoint a conservator for any savings bank whenever he considers it necessary in order to conserve the assets of that savings bank for depositors, members, and creditors. The superintendent shall appoint a conservator for any savings bank whose status as an insured depository institution has been terminated by the federal deposit insurance corporation. The superintendent may fix the compensation to be paid the conservator, the bond or other security to be required of him, and may remove the conservator at any time. Upon or after the appointment of a conservator for any savings bank, the superintendent may order the closing of the books of the savings bank against further transfer of its stock. He may thereafter permit the books to be reopened.
(B) The conservator shall:
(1) Take possession of the business and property of the savings bank;
(2) Have and exercise, in the name and on behalf of the savings bank, all the rights, powers, and authority of the officers and directors of the savings bank 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.
(C) The conservator may:
(1) Give notice that he has taken possession of the assets of the savings bank to all persons holding or having possession of any assets of the savings bank;
(2) Do all things he considers desirable or expedient to carry on the saving bank’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;
(3) Bring or defend suits or proceedings in the name of the savings bank under the direction and supervision of the superintendent;
(4) Do such things and have such rights, powers, privileges, immunities, and duties as the superintendent authorizes, directs, confers, or imposes.
(D) This section does not vest title to any assets of the savings bank in the conservator. No person, firm, corporation, or association, knowing that a conservator has taken possession of the business and property of a savings bank or having been so notified, shall have a lien or charge against any of the assets of the savings bank for any payment, advance, clearance, or liability thereafter made or incurred. The obligations of the savings bank shall continue to bear interest at the rate contracted.
(E) Any officer, director, member, or shareholder, from time to time, may communicate with the superintendent regarding the conservatorship. The conservator shall furnish bond in form and amount as the superintendent may direct.
(F) 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 savings bank. The compensation of the special counsel shall be fixed by the attorney general subject to the approval of the court.
(G) Within thirty days after appointment of a conservator, the savings bank 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 the 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 the 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.
(H) The superintendent may terminate the conservatorship and permit the savings bank to resume the transaction of its business, subject to such terms and restrictions as he prescribes, when the superintendent determines that the termination of the conservatorship may be safely done and would be in the public interest. In no case shall the superintendent terminate the conservatorship and permit the savings bank to resume the transaction of its business, unless the federal deposit insurance corporation assures the superintendent that the savings bank, upon resuming the transaction of its business, will have the status of an insured depository institution. The superintendent may terminate the conservatorship and take possession on any of the grounds provided in section 1165.02 of the Revised Code.
(I) The conservator may submit a plan for the termination of the conservatorship to the members or shareholders of the savings banks. 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 savings bank.
When a plan for termination of the conservatorship has been submitted to the members or shareholders of the savings bank, 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 savings bank.
(J) 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 savings bank and shall be a lien thereon prior to any other lien.
Effective Date: 10-23-1991
(A) If upon examination the superintendent or savings banks finds that the affairs of a savings bank 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 that savings bank. Upon taking possession of the business and property of a savings bank under this section, the superintendent shall do all of the following:
(1) At the same time, post a notice on the door of each office of the savings bank, which notice shall state the date and time of such posting and that all the business and property of the savings bank are in his hands, and by written notice, served personally or by registered mail or telegram, notify all correspondent savings banks, savings and loan associations, banks, and trust companies, and all other persons known to him to be in possession of any assets of the savings bank;
(2) Give notice, by advertisement in one newspaper published and of general circulation in each county in which an office of the savings bank is located, once a week for four consecutive weeks, calling upon all persons who have claims against the savings bank to present the claims to him and make legal proof thereof at a place and within a time not later than the last day specified in the notice;
(3) File with the clerk of the court of common pleas of the county in which the principal office of the savings bank is located a notice to the effect that he has taken possession of the business and property of the savings bank for the purpose of liquidation, which notice shall be entitled “In the matter of the liquidation of …............”, with the name of the savings bank filling the blank, and shall be numbered and docketed by the clerk as an original action.
(B) All applications, orders, inventories, claim lists, and papers in connection with the liquidation of the savings bank shall be filed and disposed of in the proceedings. No person, other than the superintendent, shall become a party to the proceedings by cross-petition, answer, interpleader, or otherwise, except as provided in sections 1165.03 and 1165.08 of the Revised Code.
(C) Upon the expiration of the time fixed in the 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 the savings bank who have not at that time presented their claims.
Effective Date: 10-23-1991
The savings bank named in the title of the proceedings provided for in section 1165.02 of the Revised Code, within seven days after the filing of the notice provided for in division (A)(3) of that section, may make application to the court with which the notice was filed for an order requiring the superintendent of savings banks, within such time, not exceeding fifteen days, as is fixed by the court, to file in the court a writing specifying the grounds named in section 1165.01 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 the taking of possession. If the superintendent does not comply with the order within the time so fixed, the liquidation proceedings shall be dismissed. Within fifteen days after the filing of the writing, the savings bank may file an answer in the proceedings, joining issue on the allegations set forth in the writing. If issue is so joined, the court, or a judge of it in vacation, shall set the proceedings down for immediate hearing upon the 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 the business and property to the savings bank, and the decree and order of the court shall operate to revest the title of all the property in the savings bank as of the time specified in the 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 the proceedings shall operate as a supersedeas. The perfecting of such an appeal by the superintendent is 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: 10-23-1991
Immediately upon the posting of notice on the doors of a savings bank by the superintendent of savings banks, as provided in section 1165.02 of the Revised Code, the possession of all assets of the savings bank shall be deemed transferred from the savings bank to the superintendent. The 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 the notice shall be prima-facie evidence of the time of posting. The posting shall bar any attachment, garnishment, execution, or other proceeding against the savings bank or its assets or liabilities. As of the time of the posting, the privilege of withdrawing stock deposits or matured stock shall cease; all 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 the posting, with other creditors, out of the funds produced by the liquidation of the savings bank, before distribution of the funds is made to shareholders on their shares. The posting shall terminate the authority of the savings bank to issue or sell its stock, to receive subscriptions therefor or payments thereon, or to receive deposits.
Effective Date: 10-23-1991
At any time after taking possession of the property and business of a savings bank under section 1165.01 of the Revised Code. the superintendent of savings banks may mail a notice to any person, partnership, association, or corporation ascertained by him to be in default on any indebtedness to the savings bank, and to any shareholder of the savings bank, requiring the 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 the form prescribed by the superintendent.
Effective Date: 10-23-1991
As soon as practicable after taking possession of the business and property of a savings bank, the superintendent of savings banks shall make an inventory of the assets of the savings bank, showing, as to each asset, its face amount, the value at which it is carried on the books of the savings bank, and the security for it in whatever form the security exists, with a brief description of each asset and security. The 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. The 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 1165.02 of the Revised Code are pending.
The superintendent shall prepare a record of the liabilities of the savings bank from its books and from the facts as are ascertained by him. Upon the expiration of the time fixed for the presentation of claims by the notice provided for in division (A)(2) of section 1165.02 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, in like manner, at intervals of not more than six months, shall make and file supplemental lists showing all claims presented that have not been exhibited in any list theretofore filed. The 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 the savings bank are pending, calling upon all persons objecting to any claim set forth in the list, and not shown by the list to have been rejected by him, to present their objections in the manner provided in section 1165.08 of the Revised Code. If no objection is filed within fifteen days after the date of the second publication, the claims shall be considered correct and all persons shall be forever barred from objecting to any such claim or to its payment. This section does not preclude the superintendent from thereafter rejecting the claim, in whole or in part, as provided by section 1165.07 of the Revised Code.
The inventory of assets and the statement of liabilities provided for in this section shall be permanent records of the liquidation and shall be certified to by the superintendent or a special deputy appointed to assist him in the liquidation. At the time of the order for final distribution of the assets of any savings bank, 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 the report, inventory, and list of claims that are filed in the office of the clerk shall be open at all reasonable times for inspection.
Effective Date: 10-23-1991
If the superintendent of savings banks doubts the justice or validity of any claim against a savings bank of whose business and property he has taken possession under section 1165.01 of the Revised Code, he may reject the claim in whole or in part, or may reject any claim of security, preference, priority, or offset against the savings bank, and shall serve written notice of the rejection upon the claimant, either personally or by registered mail. A certificate of rejection and a certificate of notice filed in the office of the superintendent shall be prima-facie evidence of the rejection and notice.
Any party aggrieved by the rejection shall bring an action against the superintendent and the savings bank within three months after the rejection or be forever barred from asserting the rejected claim or claim of security, preference, priority, or offset.
Effective Date: 10-23-1991
Objection to any claim against a savings bank of whose business and property the superintendent of savings banks has taken possession under section 1165.02 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 the 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. The court, on or after the day fixed in the notice, shall hear the objection or refer the determination of it to a referee for report.
Effective Date: 10-23-1991
For the purpose of establishing a value on assets of a savings bank in process of liquidation under this chapter, which are intended to be sold or exchanged, the superintendent of savings banks may have the assets appraised, at the time of the 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 the 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 the assets for the purpose of the sale or exchange, but if no two of the appraisers agree as to the value, the superintendent may accept the average of the separate values fixed by all of the appraisers. The superintendent, if unable by sale or exchange to secure for any asset the value assigned to it in the original appraisal, may order a reappraisal by the method provided in this section, with the consent of the court. All expenses of appraisals made under this section shall be paid out of the funds of the savings bank whose assets are so appraised.
Effective Date: 10-23-1991
Upon application to the court of common pleas in which the proceedings for the liquidation of the savings bank are pending or to a judge thereof, and in such manner and on such terms as the court or judge by order approves, the superintendent of savings banks, while in possession of the business and property of any savings bank under this chapter, may do any of the following:
(A) Sell, or compromise for cash or other considerations, any bad or doubtful assets and any debts owed to the savings bank, and may compromise and settle, for cash or other considerations, claims and demands against the savings bank, 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) Sell, lease, exchange, or otherwise dispose of any assets of the savings bank, whether real, personal, or mixed, and whether tangible or intangible, and accept therefor such considerations as the court or judge by order approves, and make distribution of the considerations, all as provided in section 1165.12 of the Revised Code;
(C)(1) 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 that he considers burdensome.
(2) Division (C)(1) of this section does not deprive any person of a right of action for damage resulting from any such rejection or disclaimer.
(D)(1) 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 the savings bank, 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 1165.17 of the Revised Code.
(2) The superintendent may obtain the 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 the savings bank or in its merger or consolidation with another savings bank, or selling, exchanging, or otherwise disposing of all or a substantial part of its assets.
(3) The superintendent, whether it is so specified in the order of the court or not, may take any action necessary or proper to consummate the loan, may provide for its repayment, and may give bond, when required, for the faithful performance of all undertakings in connection with the loan.
(4) Prior to obtaining an order of court authorizing the borrowing, the superintendent may make application or negotiate for the loan subject to obtaining the court order.
(5) The superintendent may renew or refinance loans made to him while he was in possession, or to the savings bank before he took possession, of its business and property, and may substitute collateral from time to time on all such loans.
(6) The superintendent shall be under no personal obligation to repay any loans authorized in this division.
Effective Date: 10-23-1991
The superintendent of savings banks shall give notice of the hearing of each application made under section 1165.10 of the Revised Code. The notice and the opportunity for a hearing shall be 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 the hearing is not timely requested by a party in interest or if there is insufficient time for a hearing to be commenced before the act must be done, and the court authorizes the act.
At the hearing on any application, any shareholder, depositor, or creditor of the savings bank may appear and be heard thereon with leave of court. No order of the court of common pleas or of a judge of that court that is entered under this section or section 1165.10 of the Revised Code is a final order. By leave of court, an independent suit may be brought, not later than ten days after the order is entered, by any shareholder, depositor, or creditor considering himself aggrieved by the order, to restrain any action authorized by the order. If any order to sell, exchange, or otherwise transfer, in bulk, all or a substantial part of the assets of the savings bank 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 the savings bank who are entitled to participate in the dividends from the sale, exchange, or transfer, the order shall be binding upon all of the creditors, depositors, and shareholders of the savings bank.
Effective Date: 10-23-1991
(A) Without prejudice to the generality of the power of the superintendent of savings banks and of the court of common pleas, in which the proceedings for the liquidation of a savings bank are pending, or a judge of that court, with respect to the sale, lease, exchange, or other disposition of assets of the savings bank under division (B) of section 1165.10 of the Revised Code, the superintendent, upon application to the court or judge, as provided in that section, and on such terms as the court or judge by order approves, may:
(1) Accept, as consideration for the assets, claims against the savings bank, whether acquired before or after the superintendent took possession of its business and property, or stock, bonds, or other instruments for the payment of money;
(2) After paying or providing for the payment of the expenses of liquidation as provided in section 1165.17 of the Revised Code, and after canceling the claims, distribute the considerations remaining in his hands in kind, or the proceeds thereof, as dividends among the creditors, depositors, and shareholders of the savings bank as provided in section 1165.18 of the Revised Code, depositing unclaimed dividends, in kind or otherwise, as provided in section 1165.20 of the Revised Code.
(3) Accept, as consideration for the assets, shares of the savings banks, if the debts and obligations of the savings banks have been paid, adequately secured to be paid, or otherwise provided for.
(B) Transactions authorized under this section and the issuance of securities in connection therewith, are not subject to Chapter 1707. of the Revised Code. The court or judge may by order require, in the manner provided in section 1165.09 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: 10-23-1991
The superintendent of savings banks, upon taking possession of the property and business of any savings bank under this chapter, shall, without order of court, do all of the following subject to this chapter:
(A) Collect all money due to the savings bank;
(B) Perform all acts that he considers expedient to conserve the assets of the savings bank;
(C) Exercise all the rights and powers of the savings bank under any mortgage, chose in action, collateral note, contract, judgment, or decree;
(D) Sell for cash any asset of the savings bank at not less than the face or par value thereof or the actual amount owing thereon;
(E) Settle, compromise, or compound any debt owing to or held by the savings bank, or any claim enforceable by him, when the savings bank has a common interest with ten or more other persons or corporations in any claims, securities, or property, by becoming a party to an agreement among the parties interested, and confer control of these claims, securities, or property upon a committee;
(F) Pay off and discharge any taxes, assessments, liens, claims, or charges against the assets of the savings bank;
(G) Expend such sums as he considers necessary for the maintenance, conservation, and protection of any property or of any asset on which the savings bank has a lien by mortgage, pledge, or otherwise;
(H) Institute and maintain against the directors, officers, or employees of the savings bank any action that the savings bank, its shareholders, or its creditors might institute and maintain;
(I) Take title in his name to any asset, including shares and certificates for shares of stock of any corporation, and exercise all voting and other powers of an unqualified owner of the shares or certificates. The superintendent shall not make any transfer or sale of the shares or certificates, except in the manner authorized by section 1165.10 of the Revised Code, unless the shares or certificates are sold for not less than their face or par value.
(J) Enforce any individual liability of any shareholder of the savings bank, if the superintendent ascertains that the assets of the savings bank will be insufficient to pay its debts. Until an order to declare and pay a final dividend is entered in the proceedings, the right to enforce the liability for the benefit of all creditors belongs exclusively to the superintendent.
(K)(1) In his name as superintendent in charge of the liquidation of the savings bank, institute, prosecute, and defend any actions or proceedings within or without this state, and 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.
(2) Any deed or other instrument executed under division (K)(1) of this section is as effectual for all purposes as if it had been executed by the officers of the savings bank by the authority of its board of directors. If any real estate conveyed by the deed or other instrument is situated outside of the county in which the proceedings for the liquidation of the savings bank are pending, a certified copy of the order of the court authorizing or ratifying the sale or conveyance of the real estate shall be filed in the office of the county recorder of the county in which the real estate is situated.
Effective Date: 10-23-1991
The superintendent of savings banks may appoint one or more special deputy superintendents of savings banks to assist him in the liquidation and distribution of the assets of savings banks of whose business and property he has taken possession under this chapter. A certificate of the appointment shall be filed in the office of the superintendent and a certified copy of the certificate shall be filed in the office of the clerk of the court of common pleas in which the proceedings for the liquidation of the savings bank are pending. The 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 effectual for all purposes as if it had been executed by the superintendent.
The superintendent also may employ such assistants, agents, clerks, and auditors as he considers necessary in connection with the liquidation and distribution of the assets of any such savings bank.
The superintendent shall require each special deputy superintendent and each 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 that person’s employment. All bonds so given shall be deposited with the superintendent and kept in his office. If any surety on the bond is a qualified surety company, the premium on the bond shall be paid as an expense of liquidation and may be allocated to the liquidation of one or more savings banks in such proportions as the superintendent determines.
Effective Date: 10-23-1991
The superintendent of savings banks, upon taking possession of the property and business of any domestic savings bank under this chapter, in case of doubt or difficulty, may ask, by written application, for the instructions of the court of common pleas in which the liquidation proceedings provided for in this chapter are pending as to the manner in which he should exercise his powers and discretion. Notice of the hearing of any application shall be given in the manner prescribed by section 1165.11 of the Revised Code with respect to applications made under division (A), (B), or (C) of section 1165.10 of the Revised Code, and any person entitled to be heard on any application mentioned in section 1165.10 of the Revised Code likewise shall be 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 considering himself aggrieved by the 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: 10-23-1991
The moneys and funds collected by the superintendent of savings banks in the process of liquidating a savings bank under this chapter shall be deposited subject to his order in banks, savings banks, or savings and loan associations organized under the laws of this state. In case of the insolvency, closing, or suspension of any such bank, savings bank, or association, the moneys and funds shall be a preferred claim and the assets of the closed bank, savings bank, or association, shall be impressed with a trust with respect to them. If no such banks, savings banks, or savings and loan associations are conveniently located, the superintendent may deposit the moneys and funds, subject to his order and upon such terms as he imposes, in national banking associations or federally chartered savings banks or savings and loan associations organized under the laws of the United States.
Effective Date: 10-23-1991
The expenses incurred by the superintendent of savings banks in the liquidation of any domestic savings bank shall include the compensation and expenses of special deputies, assistants, agents, clerks, and auditors employed by him under section 1165.14 of the Revised Code, together with reasonable attorney’s fees for counsel employed by the attorney general to render legal services in connection with the liquidation. The compensation and expenses shall be fixed and allocated to each liquidation proceeding 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 savings banks, 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, whenever it is necessary in the course of his duties under this chapter, may employ special counsel to aid him, and the compensation of the 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, on certificate of the superintendent, shall be paid out of the property of the savings bank that is in the hands of the superintendent. The expenses shall be a charge against the property and shall have first priority in payment.
Within fifteen days after taking possession of the business and property of a savings bank, 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 savings bank, 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 the taking of possession. Every twelve months thereafter a similar estimate shall be so filed. Each estimate is subject to the approval of the court or of a judge thereof. The expenses of the liquidation shall be paid out of the property of the savings bank that is in the hands of the superintendent, and the expenses shall be a charge against the 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, the unclassified expenditure, or the expenditure in excess of the estimated amount, shall be submitted for the approval of the court or judge. All expenses shall be approved by the 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 the savings bank, 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: 10-23-1991
As soon as practicable after the expiration of the date fixed for the presentation of claims by creditors of a savings bank of whose business and property he has taken possession, the superintendent of savings banks shall declare dividends out of the funds or property remaining in his hands after the payment of expenses. Each dividend shall be paid to those 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 the savings bank 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 the 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 1165.07 of the Revised Code. 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 1165.12 of the Revised Code to distribute dividends in cash or otherwise.
Effective Date: 10-23-1991
No claim for preference in the distribution of dividends in the liquidation of a savings bank by the superintendent of savings banks shall be allowed by him or approved by the court of common pleas in which the liquidation proceedings are pending unless the 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 (A)(2) of section 1165.02 of the Revised Code.
Effective Date: 10-23-1991
All share accounts, deposits, dividends, and other intangible property of a savings bank, the assets of which have been liquidated under this chapter, that remain in the hands of the superintendent of savings banks 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: 10-23-1991
All books, papers, and records of a savings bank that has been finally liquidated under this chapter shall be deposited by the superintendent of savings banks in the office of the clerk of the court of common pleas in which the liquidation proceedings were had. The books, papers, and records shall be held by the clerk subject to the order of the court.
Effective Date: 10-23-1991
The superintendent of savings banks, after he has taken possession of the property and business of a savings bank, 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 the savings bank to be, the owner of any personal property theretofore left in the possession of the savings bank 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 the savings bank. The notice shall be directed to each such person, corporation, partnership, or association at its post-office address recorded in the books of the savings bank or, if its name is not recorded in the books, at its last known post-office address, and shall notify each addressee to remove all such personal property within the period stated in the notice. This period shall be not less than sixty days from the date of the mailing of the notice. If the property has not been removed within the time specified in the 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 the savings bank 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 the savings bank 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 the notary public with the name and address of the person, corporation, partnership, or association in whose name the safe, vault, or box is shown upon the books of the savings bank; and to cause the list and a description of the property in the container to be attached to the 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. 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 the court or by a judge thereof, except that division (D) of section 169.03 of the Revised Code does not apply.
The contents shall be held by the superintendent subject to the payment of all unpaid rent on the 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 the person, corporation, partnership, or association and the savings bank shall terminate upon the date of removal, and the amount of any unearned rent or charges paid for the bailment or lease by the person, corporation, partnership, or association shall become a general claim against the savings bank.
Effective Date: 10-23-1991
(A) In lieu of taking possession of the business and property of a savings bank, the superintendent of savings banks, for any of the causes specified in section 1165.01 of the Revised Code, may order the savings bank to liquidate its business and property. The issuance of the order has the effect of an election of all the shareholders of the savings bank to dissolve it and shall terminate the power of the savings bank to accept money on deposit, to issue new stock, and to pay withdrawals of shareholders or depositors. The board of directors of the savings bank shall exercise all other powers vested by Chapter 1701. of the Revised Code in the directors of a corporation electing to dissolve, but the written consent of the superintendent or his deputy shall be secured to validate the exercise of any such power, except the collection in money of debts due the savings bank.
(B) When the superintendent orders the savings bank to liquidate its business and property, he shall file with the secretary of state a certificate, under his official seal, reciting the order. The filing has the effect of the filing of a certificate of dissolution under section 1701.88 of the Revised Code, except as otherwise specifically provided in this chapter and Chapter 1701. of the Revised Code, and no court shall appoint a receiver for any purpose in connection with the liquidation.
(C) In connection with a liquidation pursuant to this section in respect of a savings bank described in section 1161.11 of the Revised Code, the preferences and priorities provided in section 1165.18 of the Revised Code with respect to these savings banks apply.
(D) The court of common pleas of the county in which the principal office of the savings bank is located, or a judge thereof in vacation, may at any time, upon the petition of the board or a majority of the board, approved by the superintendent, order and adjudge, in the manner provided in section 1701.89 of the Revised Code, in respect to those matters mentioned in this chapter, as pertaining to liquidation proceedings conducted by the superintendent.
(E) The order provided for in this section shall contain a direction to the savings bank to publish the order once a week for two consecutive weeks in a newspaper of general circulation in all counties in which any office of the savings bank is located, and to post a copy of the order in a prominent and public place in each such office. The superintendent shall require of the savings bank proof of the publication and posting, which shall be in lieu of the publication and notice required by section 1701.87 of the Revised Code.
(F) The superintendent shall supervise any liquidation under this section. He may require the savings bank to make reports to him during the 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 interests involved are being protected. If he finds that the liquidation is being improperly conducted, or that interests are not being properly protected, he may take possession of the business and property of the savings bank and complete the liquidation himself as provided in this chapter.
(G) Whenever the superintendent is satisfied that the assets of the savings bank have been fully liquidated, that all of its liabilities have been fully paid in accordance with this section, but, that share accounts, deposits, dividends, or other intangible property remain unclaimed in the hands of the savings bank, he shall direct the savings bank to report the 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.
(H) All expenses incurred by the superintendent in supervising the liquidation of a savings bank under this section shall be paid monthly by the savings bank, upon the presentation to it by the superintendent of a statement of these expenses. These expenses shall include any expenses mentioned in section 1165.17 of the Revised Code incurred directly in connection with such supervision.
Effective Date: 10-23-1991
In lieu of taking possession of the business and property of a savings bank or ordering the savings bank to liquidate its business and property, the superintendent of savings banks, for any of the causes specified in section 1165.01 of the Revised Code and if he finds that the affairs of the savings bank may be put in sound and safe condition by adjusting or sustaining the capital structure of the savings bank, may order the savings bank to rehabilitate or reorganize as provided in this section and in section 1165.25 of the Revised Code. The issuance of such an order shall suspend the power of the savings bank to receive deposits, except as provided in this section; pay withdrawals of stock; declare or pay dividends; and make loans. The superintendent may impose such conditions and restrictions upon the powers of the savings bank to receive stock subscriptions and to issue or sell stock as he may prescribe in the order or by additional orders issued during the period of rehabilitation or reorganization. If the savings bank elects to receive deposits after the order is issued, the superintendent shall appoint a trustee to receive, account for, and preserve the deposits for the benefit of the depositors in such manner as may be approved by the superintendent.
The board of directors of the savings bank, within ninety days after receipt of such order, shall submit to the superintendent for his approval a plan for the rehabilitation of its capital and reserve. The plan shall be so devised as reasonably to ensure equality of interest between prior shareholders of each class and those who may subsequently become shareholders. The basis of the rehabilitation or reorganization may be either the findings of the superintendent’s examination, or an appraisal of any assets of the savings bank that is made at the expense of the savings bank 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 the two bases shall be employed.
Effective Date: 10-23-1991
Whenever a plan of rehabilitation or reorganization has been submitted to and approved by the superintendent of savings banks as provided in section 1165.24 of the Revised Code, the board of directors of the savings bank, within ten days, unless the time is extended by the superintendent, shall take any action under the plan that it may take under the constitution and bylaws of the savings bank. If the consummation of the plan requires the action of the members of the savings bank, the board shall submit the proper resolution to the members for their approval in any manner authorized by this chapter or Chapter 1701. 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 pursuant to law in the office of the secretary of state.
The action of the board and any action of the members shall be immediately certified to the superintendent. Upon receipt of the certificate showing execution of the approved plan, the superintendent shall issue to the savings bank a certificate of rehabilitation, unless the approved plan contemplates the collection of an assessment as a condition of the rehabilitation, in which event the certificate shall not be issued until the plan is executed in that regard and proof of the execution is made to the satisfaction of the superintendent. Upon the issuance of the certificate by the superintendent, the savings bank 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 an order to rehabilitate or to reorganize has been issued, no plan for rehabilitation or reorganization is submitted by the board within the time specified by the order, 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, then the superintendent may institute proceedings for the liquidation of the savings bank under this chapter, without further examination. This section does not prevent the superintendent from taking possession of the business and property of the savings bank at any time.
Effective Date: 10-23-1991
The superintendent of savings banks, at any time after taking possession of the business and property of a domestic savings bank under this chapter, may transfer the further liquidation of the business and property of the savings bank to the savings bank, which shall conduct any further liquidation in the manner and with the effect provided by section 1165.23 of the Revised Code, except as otherwise expressly provided in this section. The transfer shall be effected by the issuance of an order of like tenor to the order provided for in division (A) of section 1165.23 of the Revised Code and the filing by the superintendent with the secretary of state of the certificate of dissolution provided for in that division. Immediately upon the filing, the possession of all the assets of the savings bank shall be deemed transferred from the superintendent to, and assumed by, the savings bank for the purpose of further liquidation, and the filing, without the execution or delivery of any instrument of conveyance, assignment, transfer, or indorsement, shall vest the title to all such assets in the savings bank for that purpose. The superintendent, after the filing, shall forthwith 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 the savings bank has been transferred as provided in this section. Thereupon, the 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 the savings bank is located, or to a judge thereof in vacation, with respect to the further liquidation of the savings bank, which is conferred upon the court or judge by section 1165.23 of the Revised Code.
The superintendent, by order, may prescribe and regulate all details of the transfer that are not fully provided for in this section. If the order of transfer is issued more than seven days after the filing of notice by the superintendent under division (C) of section 1165.02 of the Revised Code, the provisions of section 1165.03 of the Revised Code relating to the remedy of the savings bank shall be deemed exclusive, and section 1165.29 of the Revised Code does not apply.
Effective Date: 10-23-1991
A domestic savings bank that is in the course of liquidation under this chapter may resume business when a resolution to that effect is adopted at a meeting called by the holders of fifty-one per cent of the stock entitled to vote thereon; the owners of at least two-thirds of the savings bank’s total deposits consent thereto in writing; the superintendent of savings banks recommends that control of the business and property of the savings bank 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 the savings bank will be in safe and sound condition when control is resumed by the shareholders. If the savings bank has been dissolved under section 1165.23 of the Revised Code, the stockholders’ meeting shall be called, and the vote at the meeting shall be taken, as though the savings bank had not been dissolved. If the superintendent permits resumption of business upon a restricted basis, as provided in this section, the resolution of the stockholders and the written consent of the depositors are not required.
The savings bank may resume business upon a restricted basis, and upon the 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 the savings bank is located, the resumption is approved by the court. The conditions may include a prohibition against taking deposits or selling shares, and reasonable retrictions upon the withdrawal of deposits and the payment of other liabilities.
Upon the approval by the court, the savings bank shall be relieved from the control and supervision of the superintendent provided in this chapter, but this section does not abridge any other supervisory powers of the superintendent over the savings bank as otherwise provided by law or his right to resume control under this chapter.
In case a certificate of dissolution of the savings bank has been filed under section 1165.23 of the Revised Code, the superintendent shall file in the office of the secretary of state a certified copy of the court order approving the resumption of business, and thereupon the savings bank 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, in connection with any savings bank described in section 1161.11 of the Revised Code, shall be given by a vote of at least two thirds of the voting power of the depositors of the savings bank.
Effective Date: 10-23-1991
No receiver for a savings bank 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: 10-23-1991
Any savings bank aggrieved by an order of the superintendent of savings banks issued under section 1165.23 or 1165.24 of the Revised Code, within thirty days after receiving the order, may apply to the court of common pleas of the county in which the principal office of the savings bank is located to set aside the order and to enjoin the further enforcement of it.
Any savings bank aggrieved by an action of the superintendent under section 1165.23 of the Revised Code divesting its board of directors of the control of its business and property and taking possession of the business and property for complete liquidation may apply, within fifteen days after the action has been taken, to the court to enjoin the action of the superintendent and to restore to the savings bank the rights and powers previously enjoyed by it under that section.
Any savings bank aggrieved by the action of the superintendent in disapproving any plan of rehabilitation or plan of reorganization submitted under section 1165.24 of the Revised Code may apply, within fifteen days after the disapproval, to the court to approve the plan.
After any application is made to it under this section, the court shall cite the superintendent to show cause why the 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 the hearing, the court finds that the superintendent has exceeded or abused his power and discretion in issuing the order, taking the action, or refusing to approve the plan as set forth in section 1165.24 of the Revised Code, it may issue an order as it considers necessary and proper, including the enjoining of the superintendent from further proceedings. An appeal by the superintendent from the 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: 10-23-1991