Ohio Revised Code Search
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Section 1116.10 | Governance by board of directors.
...(A) A mutual holding company and any subsidiary holding company shall be governed by a board of directors and in accordance with the articles of incorporation and code of regulations adopted in connection with the reorganization, or as amended in accordance with law or rule after the reorganization. (B) The board of the mutual holding company and any subsidiary holding company shall have at least five members who, i... |
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Section 1116.11 | Transfer of assets and liabilities.
...All assets, rights, obligations, and liabilities of a reorganizing mutual state bank that are not expressly retained by the mutual holding company shall be transferred to the resulting stock state bank. |
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Section 1116.12 | Deposit accounts.
...Each person who holds a deposit account in a reorganizing mutual state bank or any acquiree mutual state bank immediately before the reorganization shall receive, upon consummation of the reorganization, without payment, an identical deposit account in the resulting stock state bank or acquiree mutual state bank. |
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Section 1116.13 | Reorganization plans; amendment or termination.
...The following apply to a reorganization plan adopted by the board of directors of the reorganizing mutual state bank or any acquiree mutual bank: (A) It may be amended by those boards as a result of any regulator's comments before any solicitation of proxies from the members to vote on the reorganization plan or, with the written consent of the superintendent of financial institutions, at any later time. (B) It may... |
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Section 1116.16 | Conversion of mutual holding companies.
...(A) A mutual holding company organized under the laws of another state or the United States may, with the approval of the superintendent of financial institutions, convert to a mutual holding company organized under this chapter by submitting an application in accordance with rules adopted by the superintendent under section 111.15 of the Revised Code. (B) State banks existing as of the effective date of this secti... |
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Section 1116.18 | Powers.
...Subject to all necessary regulatory notices or approvals, a mutual holding company organized under this chapter may do all of the following: (A) Acquire a bank organized in mutual or stock form by merger of such bank with the subsidiary stock state bank, interim subsidiary stock bank, or subsidiary stock holding company of the mutual holding company; (B) Merge with or acquire another holding company provided that s... |
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Section 1116.19 | Surplus distribution.
...(A) The board of directors of a mutual holding company may from time to time, by a majority vote of the directors, do both of the following: (1) Divide equitably any surplus that is in excess of the amount required for the operations of the mutual holding company or to maintain the safety and soundness of the mutual holding company; (2) Distribute that surplus to the respective depositors of its subsidiary stock st... |
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Section 1116.20 | Subsidiary holding company; issuance of securities.
...(A) A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold one hundred per cent of the stock of its subsidiary stock state bank, provided the subsidiary holding company is not formed and operated as a means of evading or frustrating the purposes of this chapter. Subject to the approval of the superintendent of financial institutions, the subsidiary holding company may be es... |
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Section 1116.21 | Conversion to stock holding company.
...A mutual holding company organized under this chapter may, with the approval of the superintendent of financial institutions, convert to a stock holding company by submitting an application in accordance with rules adopted by the superintendent under section 1121.03 of the Revised Code. |
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Section 1117.01 | Banking office locations.
...(A) Subject to section 1115.05 and Chapter 1119. of the Revised Code, a bank, regardless of the location of its principal place of business, may establish or acquire and maintain a banking office in this state. (B)(1) With the prior written approval of the superintendent of financial institutions obtained in accordance with section 1117.02 of the Revised Code, a state bank may establish or acquire a banking office a... |
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Section 1117.02 | Application for establishing banking office.
...ction lending program, which shall be a public record. The superintendent shall, within thirty days after receipt of the affirmative action lending program, determine whether the program is acceptable. If the program is not acceptable, or the bank fails to submit an affirmative action lending program within the sixty days, the superintendent shall disapprove the banking office. If the affirmative action lending progr... |
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Section 1117.03 | Banking office schedules.
...(A) A bank may propose to operate a banking office on a less than full-time basis, whether it be regular, intermittent, or occasional. (B) If a proposed banking office is to be operated by use of a mobile facility, it may do business at more than one identified location. (C) A bank that establishes a banking office shall notify the superintendent of financial institutions prior to doing either of the following: (1... |
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Section 1117.04 | Relocating a banking office.
...A bank proposing to relocate a banking office shall do the following: (A) If the banking office is to be relocated within a one-mile radius of the banking office's current location, the bank shall notify the superintendent of financial institutions and comply with the relocation procedures established by the superintendent. (B) If the banking office is to be relocated outside a one-mile radius of the banking office... |
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Section 1117.05 | Providing services at another institution's offices.
...ontract with one or more other banks, savings banks, and savings associations to provide services to the contracting bank's customers at any or all of the offices of the other banks, savings banks, and savings associations as if the offices of the other banks, savings banks, and savings associations were offices of the contracting bank. (B) The superintendent shall determine whether to accept a bank's application fo... |
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Section 1117.06 | Limited operations - extension of structures.
...(A) A bank shall keep a written record of both of the following: (1) Each location at which the bank receives, but does not accept, cash or other items for subsequent deposit, such as by mail or armored car service or at a lock box or night depository; (2) Each location at which the bank is engaged solely in providing administrative support services for its own operations or for other depository institutions. (B) ... |
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Section 1117.07 | Bank closing.
...n any business or banking day, or, if having opened, to close one or more of the bank's banking offices during the continuation of the occurrence or emergency. In no case shall any banking office remain closed for more than two consecutive days, excluding weekends and legal holidays, without obtaining the approval of the superintendent. A designated officer closing a banking office pursuant to the authority granted u... |
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Section 1119.01 | Foreign bank definitions.
...As used in this chapter, unless the context otherwise requires: (A) "Foreign bank" means any company, or any subsidiary or affiliate of a company, organized under the laws of a foreign country, a territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands, that engages in the business of banking. "Foreign bank" includes, without limitation, a foreign commercial bank, foreign merchant ba... |
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Section 1119.02 | Foreign bank license.
...(A) No foreign bank shall conduct any operations in this state connected to its banking business, unless it has a license issued by the superintendent of financial institutions under this chapter or by the office of the comptroller of the currency. Any license issued by the superintendent under this chapter is effective until surrendered by the foreign bank or revoked by the superintendent. (B) Except as provided in... |
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Section 1119.05 | Applying for preliminary approval of representative office.
...(A)(1) For each representative office a foreign bank proposes to operate, the foreign bank shall first submit to the superintendent of financial institutions an application for preliminary approval of the representative office. The superintendent shall approve or disapprove the application within sixty days after accepting the application. (2) In determining whether to approve or disapprove the foreign bank's appli... |
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Section 1119.06 | Prohibited and authorized activities.
...owing activities: (1) Soliciting, receiving, or accepting deposits, either directly or as agent for subsequent deposit at another office of the foreign bank; (2) Approving any application for, disbursing any funds from, or otherwise providing credit in this state; (3) Carrying credit balances; (4) Exercising fiduciary powers. (B) At or through a licensed representative office, a foreign bank may conduct activiti... |
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Section 1119.08 | Applying for preliminary approval of agency or branch.
...(A)(1) For each agency or branch a foreign bank proposes to operate, the foreign bank shall first submit to the superintendent of financial institutions an application for preliminary approval of the agency or branch. The superintendent shall determine whether to approve or disapprove the application within sixty days after accepting the application. (2) In determining whether to approve or disapprove the foreign b... |
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Section 1119.09 | Pledging assets.
... protect depositors, creditors, and the public interest; (b) The concentration of risk to any one borrower or group of related borrowers and the concentration of transfer risk to any one country, including the country in which the foreign bank is domiciled. (C) A foreign bank that has pledged assets as required by this section may receive any income paid on those assets while the foreign bank continues to conduct b... |
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Section 1119.10 | Complying with asset maintenance requirement.
...ction of depositors, creditors, and the public interest. (B) In determining compliance with the asset maintenance requirement of division (A) of this section, the superintendent shall include all of the following: (1) Assets the foreign bank has pledged as required by section 1119.09 of the Revised Code; (2) Reserves the foreign bank is required to maintain with the federal reserve with respect to the foreign bank... |
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Section 1119.11 | Permitted activities.
...istribution of loan proceeds; (c) Receiving funds as agent to be forwarded for deposit to an existing account at another office authorized to accept deposits. (C) A foreign bank licensed to operate a branch may, in addition to conducting all of the permissible activities of a representative office set forth in division (B) of section 1119.06 of the Revised Code and all of the permissible activities of an agency set... |
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Section 1119.13 | Branch defined.
...No foreign bank licensed under this chapter to operate a representative office or an agency shall use the term "branch" to identify that representative office or agency. A foreign bank may use the term "branch" in a description of a representative office or agency that the foreign bank has clearly identified as licensed as a representative office or agency, as the case may be, under this chapter. |
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Section 1112.99 | Penalty for divulgence of confidential material.
...Whoever violates division (B) of section 1112.23 of the Revised Code is guilty of a felony of the fourth degree. |
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Section 1113.01 | Corporation law applicable to stock state banks.
...A stock state banking corporation shall be created, organized, and governed, its business shall be conducted, and its directors shall be chosen, in all respects in the same manner as is provided by Chapters 1701. and 1704. of the Revised Code, for corporations generally, to the extent that is not inconsistent with this chapter, Chapters 1101. to 1111., and Chapters 1114. to 1127. of the Revised Code. |
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Section 1113.02 | Incorporating a stock state bank.
...arties or others, does not accept any savings or time deposit of less than one hundred thousand dollars, maintains only one office that accepts deposits, and does not engage in the business of making commercial loans. |
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Section 1113.03 | Notice of the proposed incorporation.
...upon the basis of the examination. In giving approval, the superintendent may impose conditions to be met prior to the issuance of a certificate of authority to commence business under section 1113.09 of the Revised Code. (E) If the superintendent approves the application, the superintendent shall make a certificate to that effect and forward the certificate and the articles of incorporation of the proposed bank to ... |
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Section 1113.04 | Articles of incorporation.
...(A) A stock state bank's articles of incorporation shall contain all of the following: (1) The name of the bank; (2) The place in this state where the bank's principal place of business is to be located; (3) The purpose or purposes for which the bank is formed; (4) The maximum number and the par value of shares the bank is authorized to have outstanding and their express terms, if any. The articles of incorporati... |
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Section 1113.05 | Amendments to articles of incorporation.
...rs and the convenience and needs of the public. (3) Within forty-five days after receiving the proposed amendment or amended articles of incorporation, the superintendent shall notify the bank of the superintendent's approval or disapproval unless the superintendent determines additional information is required. In that event, the superintendent shall request the information in writing within twenty days after the d... |
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Section 1113.06 | Share subscriptions; election of directors.
...(A) After the secretary of state has filed the articles of incorporation and certificate of approval of the superintendent of financial institutions, the incorporators, or a majority of them, shall order books to be opened for subscription to the stock state bank's shares. An installment of not less than ten per cent of the subscription price of each share shall be payable at the time of making the subscription, and ... |
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Section 1113.08 | Certificate of authority to commence business.
...(A) A stock state bank organized under Chapter 1113. of the Revised Code shall not accept deposits, incur indebtedness, or transact any business except business that is incidental to its organization or to the obtaining of subscriptions to or payment for its shares until the bank receives a certificate of authority to commence business issued by the superintendent of financial institutions. (B) The bank shall file a... |
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Section 1113.09 | Superintendent of financial institutions to issue certificate of authority to commence business.
...(A) The superintendent of financial institutions shall issue a certificate of authority to commence business if: (1) The superintendent is satisfied, based upon the examination conducted pursuant to section 1113.08 of the Revised Code and any other facts within the knowledge of the superintendent, that the stock state bank is otherwise entitled to commence business. (2) With respect to a stock state bank that, upon... |
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Section 1113.11 | Code of regulations.
...Each stock state bank shall have a code of regulations for its governance as a corporation, the conduct of its affairs, and the management of its property. The code of regulations shall be consistent with the law of this state and the bank's articles of incorporation. |
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Section 1113.12 | Adoption of amendment to articles or amended articles - approval of superintendent.
...rs and the convenience and needs of the public. (3) Within forty-five days after receiving the proposed amendment or amended articles of incorporation, the superintendent shall notify the bank of the superintendent's approval or disapproval unless the superintendent determines additional information is required. In that event, the superintendent shall request the information in writing within twenty days after the d... |
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Section 1113.13 | Amendments to bank's articles of incorporation.
... adoption by the board. (2) Upon receiving a proposed amendment or amended articles of incorporation, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied: (a) The proposed amendment or amended articles of incorporation comply with the requirements of the Revised Code. (b) The proposed amendment or amended art... |
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Section 1113.14 | Annual meeting; notice.
... if any, by a bank holding company or savings and loan holding company. |
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Section 1113.15 | Availability of basic financial information.
...(A) Prior to each annual meeting of its shareholders, each stock state bank shall make basic financial information available to its shareholders in accordance with this section unless the bank is either of the following: (1) Subject to the registration requirements of section 12 of the "Securities Exchange Act of 1934," 48 Stat. 892, 15 U.S.C.A. 78l, as amended. (2) Wholly owned, except for directors' qualifying sh... |
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Section 1113.16 | Shareholder voting.
...Except as otherwise expressly provided in the terms for any class of shares issued by a stock state bank, every holder of the bank's voting shares, in elections of directors and in deciding other questions at meetings of shareholders, is entitled to one vote for each share held and shall not accumulate the votes unless otherwise provided in the articles of incorporation. Any shareholder eligible to vote may vote by p... |
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Section 1113.17 | Books and records of account and of proceedings.
...(A) Each stock state bank shall keep correct and complete books and records of account, together with records of the proceedings, including minutes of any meetings, of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time. (B) Upon... |
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Section 1114.01 | Governance.
...A mutual state bank and the rights and liabilities of its members shall be governed by its articles of incorporation, code of regulations, and bylaws and by this chapter. |
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Section 1114.02 | Formation; application for incorporation.
...(A) Five or more natural persons, at least one of whom is a resident of this state, may, with the approval of the superintendent of financial institutions, incorporate a mutual state bank. (B) The persons proposing to incorporate a mutual state bank shall apply for approval to incorporate the bank by submitting the application prescribed by the superintendent, which application shall include all of the following: (... |
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Section 1114.03 | Notice of proposed incorporation.
...upon the basis of the examination. In giving approval, the superintendent may impose conditions to be met prior to the issuance of a certificate of authority to commence business under section 1114.07 of the Revised Code. (E) If the superintendent approves the application, the superintendent shall make a certificate to that effect and forward the certificate and the articles of incorporation of the proposed bank to ... |
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Section 1114.04 | Articles of incorporation.
...(A) A mutual state bank's articles of incorporation shall contain all of the following: (1) The name of the bank; (2) The place in this state where the bank's principal place of business is to be located; (3) The purpose or purposes for which the bank is formed. (B) The articles of incorporation may also set forth any lawful provision for the purpose of defining, limiting, or regulating the exercise of the author... |
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Section 1114.05 | Authorized capital.
...(A) As used in the section, "authorized capital" means the initial funding required to organize a mutual state bank. (B) The authorized capital of a mutual state bank shall be of such amount as the superintendent of financial institutions may determine based upon the amount and character of the anticipated business of the bank and the safety of prospective depositors. In addition, the superintendent may, in the supe... |
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Section 1114.06 | Certificate of authority to commence business.
...(A) A mutual state bank organized under this chapter shall not accept deposits, incur indebtedness, or transact any business other than business that is incidental to its organization until the bank receives a certificate of authority to commence business issued by the superintendent of financial institutions under section 1114.07 of the Revised Code. (B) The bank shall file a report with the superintendent when it ... |
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Section 1114.07 | Conditions for issuance of certificate.
...(A) The superintendent of financial institutions shall issue a certificate of authority to commence business if both of the following conditions are met: (1) The superintendent is satisfied, based upon the examination conducted pursuant to section 1114.06 of the Revised Code and any other facts within the knowledge of the superintendent, that the mutual state bank is otherwise entitled to commence business. (2) The... |
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Section 1114.08 | Members; proxies.
...(A) A depositor of a mutual state bank shall be a voting member and shall have such ownership interest in the bank as may be provided in the terms and conditions set forth in the articles of incorporation, code of regulations, and bylaws of the bank. (B) The code of regulations of a mutual state bank may provide that all borrowers from the bank are members and, if so, shall provide for their rights and privileges. ... |
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Section 1114.09 | Amendments to articles of incorporation.
...on by the incorporators. (2) Upon receiving a proposed amendment or amended articles of incorporation, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied: (a) The proposed amendment or amended articles of incorporation comply with the requirements of the Revised Code. (b) The proposed amendment or amended artic... |