Chapter 1165: SAVINGS BANKS - POSSESSION BY SUPERINTENDENT

1165.01 Court defined; jurisdiction.

(A) As used in this chapter, "court" means the court of common pleas of the county in which the principal place of business of a savings bank, as set forth in its articles of incorporation, is located or of any other county determined by the superintendent of financial institutions to be appropriate under the circumstances.

(B) The court shall have exclusive original jurisdiction of any action or proceeding relating to or arising out of the taking of possession of the property and business of a savings bank under this chapter, whether before or after the savings bank is wound up and dissolved, as well as any action or other proceeding brought under this chapter.

(C) Whenever the approval of the court is required for any act under this chapter, that approval may be given with or without a hearing held upon whatever notice, if any, the court may direct, unless otherwise provided in this chapter. At a hearing, the court, by order, may approve the actions petitioned.

Cite as R.C. § 1165.01

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.02 Superintendent taking possession of savings bank.

(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.

Cite as R.C. § 1165.02

Effective Date: 10-23-1991

1165.03 Voluntary liquidation.

(A) A savings bank may proceed with a voluntary liquidation and be closed only with both the consent of the superintendent of financial institutions and the prior approval of the shareholders of the savings bank by a vote as provided for in its articles of incorporation, if not less than a majority.

(B) Prior to instituting a voluntary liquidation, a savings bank shall submit to the superintendent an application for approval of its plan of voluntary liquidation and evidence satisfactory to the superintendent that the plan has been properly adopted by the savings bank and approved by its shareholders.

(C) A savings bank's plan of voluntary liquidation shall include provisions for all of the following:

(1) The settlement of all debts and liabilities, including the claims of account holders, owed by the savings bank;

(2) The distribution of the savings bank's assets that remain after the settlement of debts and liabilities to all persons entitled to them;

(3) The disposition or maintenance of any remaining or unclaimed funds, real or personal property, either tangible or intangible, or other assets, whether in trust or otherwise, including the contents of safe deposit boxes or vaults;

(4) The retention of the savings bank's records in accordance with section 1163.09 of the Revised Code;

(5) The date upon which the savings bank shall cease doing any banking business and surrender its license to the superintendent.

(D) Upon receipt of a plan of voluntary liquidation, the superintendent shall make an examination of the savings bank and shall consent to or deny an application for approval of a plan based upon the superintendent's evaluation of whether or not the interests of the savings bank's depositors and creditors will suffer by the liquidation.

(E) The superintendent's consent to an application for approval of a plan of voluntary liquidation may be subject to any condition the superintendent determines appropriate under the circumstances.

Cite as R.C. § 1165.03

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.04 Filing of consent; notice.

(A) If the superintendent of financial institutions consents to a voluntary liquidation, the superintendent shall cause a certified copy of the consent to be filed in the office of the secretary of state, and the savings bank to be liquidated shall do both of the following:

(1) Publish a notice of the voluntary liquidation once a week for four consecutive weeks in a newspaper of general circulation in the county in which the savings bank's principal place of business is located;

(2) Give written notice of the voluntary liquidation, either personally or by mail, to all known creditors of and all known claimants against the savings bank.

(B) Compliance with the notice and publication requirements of division (A) of this section satisfies any duplicate or similar notice and publication requirements of Chapter 1701. of the Revised Code.

Cite as R.C. § 1165.04

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.05 Supervision of superintendent; authority to take possession.

(A) A voluntary liquidation of a savings bank shall be conducted only with the continued supervision of the superintendent of financial institutions. The superintendent may conduct any additional examinations of the savings bank the superintendent considers necessary or appropriate.

(B) If the superintendent has reason to conclude the liquidation of a savings bank is not being safely or expeditiously conducted, the superintendent may take possession of the business and property of the savings bank in the same manner, with the same effect, and subject to the same rights accorded the savings bank as if the superintendent had taken possession under the receivership provisions of this chapter. The superintendent may proceed to liquidate the affairs of the savings bank in the same manner as otherwise provided in this chapter.

Cite as R.C. § 1165.05

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.06 Completion of voluntary liquidation; dissolution.

Upon completion of a voluntary liquidation, the liquidated savings bank shall submit to the superintendent of financial institutions all documents required under Chapter 1701. of the Revised Code for a dissolution. The superintendent shall consent to the dissolution, and shall cause a certified copy of the consent to be filed, along with the savings bank's dissolution documents, in the office of the secretary of state.

Cite as R.C. § 1165.06

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.07 [Expired].

Cite as R.C. § 1165.07

Effective Date: 10-23-1991

1165.08 [Expired].

Cite as R.C. § 1165.08

Effective Date: 10-23-1991

1165.09 Appointment of conservator.

The superintendent of financial institutions may appoint a conservator to take possession of the property and business of a savings bank and to retain possession until the savings bank resumes business or a receiver is appointed, as provided for in this chapter, if the superintendent finds any one or more of the following conditions:

(A) The savings bank is in an unsafe or unsound condition to continue the business of banking.

(B) The savings bank is insolvent, in that it has ceased to pay its debts in the ordinary course of business, it is incapable of paying its debts as they mature, or it has liabilities in excess of its assets.

(C) The savings bank has committed a violation of law that has caused or that threatens substantial injury to any of the public, the banking industry, or the savings bank's depositors or other creditors.

(D) The savings bank has refused to submit its records of account, papers, or affairs to the inspection or examination of any federal agency or the superintendent.

(E) The savings bank has failed to pay its deposits or obligations in accordance with the terms under which the deposits were taken or the obligations were incurred.

(F) A majority of the board of directors of the savings bank or a majority of its shareholders has requested the superintendent to appoint a conservator to take possession of the savings bank.

(G) Either all positions on the board of directors of the savings bank are vacant or all of the directors then in office are incapacitated or otherwise unable to perform their responsibilities.

(H) The savings bank has violated any court order, statute, rule, or regulation, or its articles of incorporation, and the superintendent determines the continued control of its own affairs threatens injury to any of the public, the banking industry, or the savings bank's depositors or other creditors.

(I) The savings bank's status as an insured depository institution has been terminated by the federal deposit insurance corporation.

Cite as R.C. § 1165.09

Renumbered and amended from § 1165.01 by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.10 Compensation for conservator; appointment of agents; termination of conservatorship.

(A) If it appears to the superintendent of financial institutions that any one or more of the conditions set forth in section 1165.09 of the Revised Code exists as to any savings bank, the superintendent may appoint a conservator, which appointment may include the superintendent, and thereafter may dismiss or replace the conservator as the superintendent determines necessary or advisable. The superintendent may fix the compensation to be paid the conservator and the amount of the bond or other security, if any, to be required.

(B) The superintendent may, from time to time, appoint one or more special deputy superintendents as agent or agents to assist in the duties of conservatorship.

(C) The superintendent, any special deputy superintendents, or a conservator may employ and procure whatever assistance or advice is necessary in the conservatorship of the savings bank, and, for that purpose, may retain officers or employees of the savings bank as needed.

(D) The superintendent may terminate the conservatorship at any time, and may appoint a receiver for liquidation of the savings bank on any of the grounds provided in this chapter for appointment of a receiver.

(E) All expenses of a conservatorship shall be paid out of the assets of the savings bank, and shall be a lien on the bank's assets, which lien shall be prior to any other lien.

Cite as R.C. § 1165.10

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.11 Filing of certificate of appointment.

(A) Upon the appointment of a conservator, the superintendent of financial institutions shall file a certified copy of the certificate of appointment in the office of the secretary of state, and thereafter no person shall obtain a lien or charge upon any assets of the savings bank for any payment, advance, clearance, or liability thereafter made or incurred, nor shall the directors, officers, or agents of the savings bank thereafter have authority to act on behalf of the savings bank or to convey, transfer, assign, pledge, mortgage, or encumber any of the savings bank's assets.

(B) The filing of the certificate of appointment in accordance with this section shall not be a condition to either the superintendent's taking possession of the property and business of a savings bank or appointing a conservator for a savings bank.

Cite as R.C. § 1165.11

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.12 Powers of conservator.

(A) A conservator, under the supervision of the superintendent of financial institutions and subject to any limitations imposed by the superintendent, shall have all of the following powers:

(1) To take possession of all books, records of account, and assets of the savings bank;

(2) To 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 shareholders;

(3) To collect all debts, claims, and judgments belonging to the savings bank and to take any other action, including the lending of money, necessary to the operation of the savings bank during the conservatorship;

(4) To execute in the name of the savings bank any instrument necessary or proper to effectuate the conservator's powers or perform its duties as conservator;

(5) To initiate, pursue, compromise, and defend litigation involving any right, claim, interest, or liability of the savings bank;

(6) To exercise all fiduciary functions of the savings bank as of the date of appointment as conservator;

(7) To borrow money as necessary in the operation of the savings bank, and to secure those borrowings by the pledge or mortgage of the assets of the savings bank;

(8) To abandon or convey title to any holder of a deed of trust, mortgage, or similar lien against property in which the savings bank has an interest, whenever the conservator determines that continuing to claim that interest is burdensome and of no advantage to the savings bank or its account holders, creditors, or shareholders;

(9) If done within the ordinary course of business or financial affairs of the savings bank and according to ordinary business terms, to sell any and all assets, to compromise any debt, claim, obligation, or judgment due to the savings bank, to discontinue any pending action or other proceeding, and to implement a restructuring of the savings bank in accordance with this chapter.

(B) Title to any assets of the savings bank does not vest in the conservator.

Cite as R.C. § 1165.12

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.13 Period of conservatorship.

During the period of the conservatorship, all of the following apply:

(A) The conservator may permit the savings bank to continue to conduct its usual business, including the acceptance of deposits.

(B) The obligations of the savings bank shall continue to bear interest at the rate contracted.

(C) The conservator shall make whatever reports to the superintendent of financial institutions the superintendent may from time to time require.

Cite as R.C. § 1165.13

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.14 Evaluation by conservator; recommendations; plan to restructure.

(A) The conservator shall evaluate the business and assets of the savings bank and, after conducting whatever investigations the circumstances may require, shall recommend to the superintendent of financial institutions that either the conservatorship of the savings bank be terminated or the superintendent appoint a receiver and the savings bank be liquidated as otherwise provided in this chapter. The conservator shall consult with the board of directors of the savings bank before making the recommendation.

(B) The conservator of the savings bank may submit a plan to the superintendent for approval to restructure the savings bank in a manner designed to return the savings bank to the control of its shareholders. As part of the plan, the conservator may take any steps the superintendent approves regarding the management, operations, or assets of the savings bank, including the sale of some or all of the savings bank's assets. The conservator shall consult with the board of directors of the savings bank regarding any proposed sale of all or substantially all of the savings bank's assets.

(C) The superintendent may require the conservator to submit the plan to the shareholders of the savings bank as provided in division (D) of this section or to submit a new or revised plan for consideration by the superintendent.

(D) If the conservator's plan is submitted to the shareholders pursuant to division (C) of this section, the superintendent shall designate the contents of notice of the vote that is to be forwarded from the conservator to the shareholders and shall designate the date upon which notice is to be forwarded. The date of the shareholder vote shall be determined by the superintendent, but shall not occur earlier than seven days or later than forty-five days after the date of the notice.

If the majority of the shareholders do not approve the plan, the superintendent may request submission of a new plan or proceed to appoint a receiver without regard to the grounds for appointment of a receiver as otherwise provided in this chapter. If the majority of the shareholders approve the plan, the superintendent may terminate the conservatorship, and the shareholders shall elect directors to manage the savings bank.

(E) The superintendent, at any time, including after the date notice of a vote is provided to shareholders of the savings bank under division (D) of this section, may revoke a previously approved plan of the conservator and either provide for, or request submission of, a new plan or proceed with receivership under this chapter.

Cite as R.C. § 1165.14

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.15 Applying to court for instructions.

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.

Cite as R.C. § 1165.15

Effective Date: 10-23-1991

1165.16 Deposit of money and funds during liquidation.

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.

Cite as R.C. § 1165.16

Effective Date: 10-23-1991

1165.17 Powers under chapter exclusive.

This chapter provides the full and exclusive powers and procedures for the liquidation of savings banks under the laws of this state, and no receiver or other liquidating agent shall be appointed for that purpose except as expressly provided in this chapter.

Cite as R.C. § 1165.17

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.18 When superintendent may take possession.

The superintendent of financial institutions may take possession of the property and business of a savings bank if the superintendent finds any one or more of the following conditions:

(A) The savings bank is in an unsafe or unsound condition to continue the business of banking.

(B) The savings bank is insolvent, in that it has ceased to pay its debts in the ordinary course of business, it is incapable of paying its debts as they mature, or it has liabilities in excess of its assets.

(C) The savings bank has refused to submit its records or affairs to the inspection or examination of any federal bank regulatory agency or the superintendent.

(D) The savings bank has failed to pay its deposits or obligations in accordance with the terms under which the deposits were taken or the obligations were incurred.

(E) A majority of the board of directors of the savings bank has requested the superintendent to appoint a receiver to take possession of the savings bank for the benefit of account holders, creditors, or shareholders.

(F) The savings bank has violated any order of a court or of the superintendent, any statute, rule, or regulation, or its articles of incorporation, and the superintendent determines the continued control of its own affairs threatens injury to any of the public, the banking industry, or the savings bank's depositors or other creditors.

(G) The savings bank's status as an insured institution has been terminated by the federal deposit insurance corporation.

(H) The savings bank has an impairment of paid-in capital.

Cite as R.C. § 1165.18

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.19 Filing of findings and certificate of appointment of receiver.

(A) Upon issuing a written finding that any one or more of the conditions set forth in section 1165.18 of the Revised Code for taking possession of a savings bank exists and taking possession of the savings bank, the superintendent of financial institutions shall file a certified copy of the finding and the notice of possession with the court.

(B) Upon the appointment of a receiver, the superintendent shall file a certified copy of the certificate of appointment in the office of the secretary of state and with the court.

(C) After the superintendent files the finding of the superintendent or the certificate of appointment of the receiver, whichever occurs first, no person shall obtain a lien or charge upon any assets of the savings bank for any payment, advance, clearance, or liability thereafter incurred, nor shall the directors, officers, or agents of the savings bank have authority to act on behalf of the savings bank or to convey, transfer, assign, pledge, mortgage, or encumber any assets of the savings bank.

(D) Upon taking possession of the savings bank, the superintendent shall post or cause to be posted an appropriate notice of closing at the main entrance of each of the savings bank's banking offices.

(E) Neither filing nor posting of notice in accordance with this section shall be a condition to either the superintendent's taking possession of the property and business of a savings bank or appointing a receiver for a savings bank.

Cite as R.C. § 1165.19

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.20 Appointment of federal deposit insurance corporation as receiver; appointment of agents.

(A) If it appears to the superintendent of financial institutions that any one or more of the conditions set forth in section 1165.18 of the Revised Code exists as to any savings bank, the superintendent shall tender appointment as receiver to the federal deposit insurance corporation if any deposits in the savings bank are insured by the federal deposit insurance corporation, and may tender appointment as receiver to the federal deposit insurance corporation in any other case. Upon acceptance of the appointment as receiver, the federal deposit insurance corporation shall not be required to post a bond. In addition to the powers of a receiver set forth in this chapter, the federal deposit insurance corporation, as receiver, may exercise any other liquidation or receivership powers authorized by state or federal law for a receiver of a savings bank.

(B) If the federal deposit insurance corporation declines to accept the tendered appointment or if the superintendent is not required to tender appointment as receiver to the federal deposit insurance corporation, the superintendent may appoint, and thereafter dismiss or replace, any other receiver, including the superintendent, the superintendent determines to be necessary or advisable. The superintendent may fix the compensation to be paid the receiver and the amount of the bond or other security, if any, to be required.

(C) The superintendent may, from time to time, appoint one or more special deputy superintendents as agent or agents to assist in the duties of receivership or of liquidation and distribution. No agent so appointed shall be subject to section 1181.05 of the Revised Code.

(D) The superintendent, any special deputy superintendents, or a receiver may employ and procure whatever assistance or advice is necessary in the receivership or liquidation and distribution of the assets of the savings bank, and, for that purpose, may retain officers or employees of the savings bank as needed.

(E) All expenses of a receivership and liquidation shall be paid out of the assets of the savings bank, and shall be a lien on the savings bank's assets, which lien shall be prior to any other lien.

Cite as R.C. § 1165.20

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.21 Vesting of title.

Upon the superintendent of financial institutions' appointment of a receiver, title to all of the savings bank's assets shall vest in the receiver without the execution of any instrument of conveyance, assignment, transfer, or endorsement.

Cite as R.C. § 1165.21

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.22 Powers of receiver.

(A) A receiver shall have all of the following powers:

(1) To take possession of all books, records of account, and assets of the savings bank;

(2) To collect all debts, claims, and judgments belonging to the savings bank and to take any other action, including the lending of money, necessary to preserve and liquidate the assets of the savings bank;

(3) To execute in the name of the bank any instrument necessary or proper to effectuate the receiver's powers or perform its duties as receiver;

(4) To initiate, pursue, compromise, and defend litigation involving any right, claim, interest, or liability of the savings bank;

(5) To exercise all fiduciary functions of the savings bank as of the date of appointment as receiver;

(6) To borrow money as necessary in the liquidation of the savings bank, and to secure those borrowings by the pledge or mortgage of assets of the savings bank;

(7) To abandon or convey title to any holder of a deed of trust, mortgage, or similar lien against property in which the savings bank has an interest, whenever the receiver determines that continuing to claim that interest is burdensome and of no advantage to the savings bank or its account holders, creditors, or shareholders;

(8) To sell any and all assets, to compromise any debt, claim, obligation, or judgment due to the savings bank, to discontinue any pending action or other proceeding, and to sell or otherwise transfer all or a substantial portion of the assets or liabilities of the savings bank;

(9) To establish ancillary receiverships in any jurisdiction the receiver determines necessary;

(10) To distribute assets in accordance with this chapter;

(11) To take any other action incident to the powers set forth in division (A) of this section.

(B) Unless specifically indicated to the contrary, the powers conferred upon a receiver under this section may be exercised without court approval. However, nothing in this section shall be construed to prevent a receiver from obtaining court approval when the receiver determines approval is appropriate under the circumstances.

Cite as R.C. § 1165.22

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.23 Notice of claims procedure; filing of claims; time limitations.

(A) The receiver shall promptly cause notice of the claims procedure to be published once a month for two consecutive months in a local newspaper of general circulation and to be mailed to each person whose name appears as a creditor upon the books of the savings bank, at the last address of record.

(B)

(1) All parties having claims of any kind against the savings bank, including prior judgments and claims of security, preference, priority, and offset, shall present their claims substantiated by legal proof to the receiver within one hundred eighty days after the date of the first publication of notice of the claims procedure or after actual receipt of notice of the claims procedure, whichever occurs first.

(2) Within one hundred eighty days after receipt of a claim, the receiver shall notify the claimant in writing whether the claim has been allowed or disallowed. The receiver may reject any claim in whole or in part, or may reject any claim of security, preference, priority, or offset against the savings bank. Any claimant whose claim has been rejected by the receiver shall petition the court for a hearing on the claim within sixty days after the date the notice was mailed or be forever barred from asserting the rejected claim.

(C) Any claims filed after the claim period and subsequently accepted by the receiver or allowed by the court, shall be entitled to share in the distribution of assets only to the extent of the undistributed assets in the hands of the receiver on the date the claims are accepted or allowed.

Cite as R.C. § 1165.23

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.24 Priority of claims.

(A) All claims against the savings bank's estate and expenses, proved to the receiver's satisfaction or approved by the court, shall be paid in the following order:

(1) Expenses of liquidation and receivership, including money borrowed under authority of division (A)(6) of section 1165.22 or division (A)(7) of section 1165.12 of the Revised Code and interest on it, and claims for fees and assessments due the superintendent of financial institutions;

(2) Claims given priorities under other provisions of state or federal law;

(3) Wages and salaries of officers and employees earned during the one-month period preceding the date of the savings bank's closing in an amount, before applicable taxes and other withholdings, that does not exceed one thousand dollars for any one person;

(4) Deposit obligations;

(5) Other general liabilities;

(6) Obligations subordinated to deposits and other general liabilities.

(B) Interest shall be given the same priority as the claim on which it is based, but no interest shall be paid on any claim until the principal of all claims within the same class has been paid or provided for in full.

(C) Any funds remaining after satisfying the requirements of divisions (A) and (B) of this section shall be paid to the shareholders.

(D) Payment on claims shall be made pro rata among claims of the kind specified in each class set forth in division (A) of this section.

(E) Subject to the approval of the court, the receiver may designate a separate class of claims consisting only of every unsecured claim that is less than, or reduced to, an amount the court approves for payment as reasonable and necessary for administrative convenience.

(F) Subject to the approval of the court, the receiver may make periodic and interim liquidating dividends or payments.

Cite as R.C. § 1165.24

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.25 Rejection, ratification or assignment of executory contracts.

(A) Within one hundred days after the date of the closing of a savings bank, a receiver may reject any executory contract to which the savings bank is a party without any further liability on the part of the savings bank or the receiver. The receiver's election to reject an executory contract creates no claim for compensation other than compensation accrued to the date of termination or for actual damages.

(B) A receiver may ratify and assign any executory contract to which the savings bank is a party notwithstanding the existence of a provision in the contract permitting the termination of the executory contract, or prohibiting, conditioning, or requiring consent to any assignment of the executory contract, upon the insolvency of the savings bank or the appointment of a receiver.

Cite as R.C. § 1165.25

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.26 Federal deposit insurance corporation; subrogation of rights.

Whenever the federal deposit insurance corporation pays or makes available for payment the insured deposit liabilities of a savings bank, the federal deposit insurance corporation, whether or not it acts as receiver, shall be subrogated to the extent of the payments to all rights of depositors against the savings bank.

Cite as R.C. § 1165.26

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.27 Appointment of successor.

(A) The receiver may appoint a successor to all rights, obligations, assets, deposits, agreements, and trusts held by the closed savings bank as trustee, administrator, executor, guardian, agent, or in any other fiduciary or representative capacity. The successor's duties and obligations commence upon appointment to the same extent they are binding upon the former savings bank and as though the successor had originally assumed the duties and obligations. Specifically, the successor shall succeed to and be entitled to administer all trusteeships, administrations, executorships, guardianships, agencies, and all other fiduciary or representative proceedings to which the closed savings bank is named or appointed in wills, whenever probated, or to which it is appointed by any other instrument, court order, or operation of law.

(B) Within sixty days after appointment, the successor shall give written notice, insofar as practicable, to all interested parties named in the books and records of the savings bank or in trust documents held by it, that the successor has been appointed in accordance with state law.

(C) Nothing in this section shall be construed to impair any right of the grantor or beneficiaries of trust assets to secure the appointment of a substituted trustee or manager.

Cite as R.C. § 1165.27

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.28 Effect of filing superintendent's findings or certificate of appointment of receiver.

(A) The filing with the court of the finding of the superintendent of financial institutions or the certificate of appointment of the receiver, whichever occurs first, operates as an automatic stay from the date of the filing, subject to the court granting a motion for relief from the stay, applicable to all entities, of both of the following:

(1) The commencement or continuation, including the issuance or employment of process, of a judicial, administrative, or other action or proceeding against the savings bank that was or could have been commenced before the filing;

(2) The enforcement against the savings bank of a judgment or other claim obtained before the filing, including claims of security, preference, priority, and offset.

(B) Upon the filing with the court of the finding of the superintendent or the certificate of appointment of the receiver, whichever occurs first, any other pending judicial, administrative, or other action or proceeding against the savings bank shall, upon motion of the receiver, be consolidated into one action or transferred as a separate matter before the presiding judge of the court having jurisdiction of the receivership, subject, however, to the automatic stay provided in division (A) of this section. Subject to the receiver's option to have an action later consolidated or transferred, any action commenced after the superintendent's filing shall be filed as a separate matter before the presiding judge in the court having jurisdiction over the receivership.

(C) The superintendent, prior to the appointment of a receiver, or the receiver, after its appointment, shall be the only party named in an action involving a savings bank subject to this chapter.

(D) Any action seeking to enjoin the superintendent's order appointing a receiver of a savings bank shall be brought prior to the date the receiver sells all or substantially all of the assets of the savings bank, prior to the date the receiver transfers all or substantially all of the insured deposits to an assuming institution, or within ten days after the issuance of the order, whichever is earliest.

Cite as R.C. § 1165.28

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.29 Order declaring savings and loan association properly wound up and resolved.

(A) When a receiver has completed the liquidation of a savings bank, the receiver shall, with notice to the superintendent of financial institutions, petition the court for an order declaring the savings bank properly wound up and dissolved.

(B) After whatever notice and hearing, if any, the court may direct, the court may make an order declaring the savings bank properly wound up and dissolved. The order shall do both of the following, to the extent applicable:

(1) Declare all of the following:

(a) The savings bank has been properly wound up.

(b) All known assets of the savings bank have been distributed according to the distribution priorities set forth in this chapter.

(c) The savings bank is dissolved.

(2) If there are known debts or liabilities, describe the provision made for their payment, setting forth whatever information may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability.

(C) The order shall confirm a plan by the receiver for the disposition or maintenance of any remaining real or personal property or other assets, whether held in trust or otherwise and including the contents of safe deposit boxes or vaults, held by the savings bank for its account holders, creditors, lessees, or shareholders. The plan shall include written notice to all known owners or beneficiaries of the assets, to be sent by first class mail to each individual's address as shown on the records of the savings bank.

(D) The court may make whatever additional orders and grant whatever further relief it determines proper upon the evidence submitted.

(E) Once the order is made declaring the savings bank dissolved, the corporate existence of the savings bank shall cease, except for purposes of any necessary additional winding up.

(F) Once the order is made declaring the savings bank dissolved, the receiver shall promptly file a copy of the order, certified by the clerk of the court, with both the secretary of state and the superintendent.

Cite as R.C. § 1165.29

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

Effective Date: 10-23-1991

1165.30 Destruction of records.

Subject to the approval of the court, the receiver may destroy the records of the savings bank after the receiver determines there is no further need for them. However, the receiver shall not destroy the records earlier than six months after the date the savings bank is declared dissolved by the court.

Cite as R.C. § 1165.30

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.

1165.33 Actions for damages; limitations on liability.

(A) No damages may be awarded in a proceeding brought pursuant to this chapter challenging any action by the superintendent of financial institutions, special deputy superintendent, receiver, or conservator, or any employee of any of them, or any person retained for services under this chapter. Any action for damages shall be brought in the court as a separate action.

(B) The superintendent, special deputy superintendent, receiver, conservator, or any employee of any of them, or any person retained for services under this chapter, is not subject to any civil liability or penalty, or to any criminal prosecution, for any error in judgment or discretion made in good faith in any action taken or omitted in an official capacity under this chapter.

(C) The superintendent, special deputy superintendent, receiver, conservator, or any employee of any of them, or any person retained for services under this chapter, is not liable in damages for any action or failure to act unless it is proved by clear and convincing evidence in court that the action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to any of the savings bank, its shareholders, its depositors, or its creditors, or undertaken with reckless disregard for the best interests of any of the savings bank, its shareholders, its depositors, its creditors, or the public.

Cite as R.C. § 1165.33

Added by 128th General AssemblyFile No.45, HB 292, §1, eff. 9/13/2010.