Ohio Revised Code Search

...Each mutual 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.

...he members or directors. (2) Upon receiving a proposed amendment or proposed amended articles of incorporation or code of regulations, 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 or code of regulations comply with the requirements of the Rev...

...n either of the following ways: (1) By publication, once each week on the same day of the week for three consecutive weeks immediately preceding the date of the meeting in a newspaper published in and of general circulation in the county in which the principal office of the bank is located, of a notice containing the name of the bank and the purpose, place, date, and hour of the meeting; (2) By notice served upon o...

...In the event of a liquidation or dissolution of a mutual state bank, the priority of claims shall be established by section 1125.24 of the Revised Code.

...ert into a national bank or a federal savings association if the conversion is approved by both the office of the comptroller of the currency and the affirmative vote or written consent of the holders of two-thirds, or such other proportion not less than a majority as the stock state bank's articles of incorporation require, of the outstanding shares of each class of the bank's stock; (b) Convert into a bank, saving...

...ulatory authority of another state, a savings association, a savings bank, or a state or federally chartered credit union may, with the approval of the superintendent of financial institutions, convert into a stock state bank or mutual state bank by submitting an application in accordance with rules adopted by the superintendent for this purpose.

...(A)(1) A mutual state bank may convert into a stock state bank if the conversion is approved by the superintendent of financial institutions, the affirmative vote of two-thirds of the mutual state bank's board of directors, and the affirmative vote of two-thirds of the total outstanding votes eligible to be cast at the meeting at which the plan of conversion is presented to the members for adoption. (2) A stock stat...

...uisition were clearly outweighed in the public interest by the probable effect of the transaction. (2) Except in the case of a foreign bank subject to Chapter 1119. of the Revised Code or a bank that by the terms of its articles of incorporation or association is not permitted to solicit or accept deposits other than trust funds, the Ohio bank or any bank that has banking offices in this state will be an insured ba...

...acquisition is to be made; (2) Solicit public comment on the proposed acquisition, particularly from persons in the geographic area where the state bank proposed to be acquired is located, before final consideration of the notice by the superintendent. (E) Upon accepting a notice required under division (B) of this section, the superintendent shall do both of the following: (1) Conduct an investigation of the comp...

...n" means a state bank, national bank, savings bank, savings association, or a bank doing business under authority granted by the bank regulatory authority of another state of the United States or another country. (3) "Group of persons" includes any number of persons the financial institution reasonably believes are either of the following: (a) Persons who are acting together, in concert, or with one another to acqu...

...tion would clearly be outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served; (3) The financial and managerial resources and future prospects of the banks involved; (4) The convenience and needs of the communities to be served; (5) Whether, upon completion of the transaction, the resulting or surviving state bank will meet the ...

...er similar professional services, not having a direct relationship to the value of actual services rendered, based on reasonable costs consistent with current market values for such services. (B) The records of the bank shall contain adequate information to permit a determination as to what services are being provided and on what basis they are being priced. At a minimum the records shall disclose a thorough review ...

...tion would clearly be outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served; (3) The financial and managerial resources and future prospects of the banks involved; (4) The convenience and needs of the communities to be served; (5) Whether, upon completion of the transaction, the acquiring state bank will meet the requirements ...

...egard to a state bank, national bank, savings bank, or savings association that warrants, in the opinion of the superintendent and of a majority of the members of the respective boards of directors of the constituent corporations concerned, an immediate transfer of assets and liabilities, the board of directors of a state bank may, by majority vote, transfer the assets and liabilities of the state bank or acquire the...

... the rights and obligations of the surviving or new bank shall be governed by section 1701.82 of the Revised Code.

...or transaction with an existing bank, savings association, or savings bank, or any other transaction the superintendent may approve. Prior to commencing business, an interim bank shall be a party to a reorganization with an existing bank, savings association, or savings bank pursuant to this chapter. (B) The person or persons proposing to incorporate an interim bank under this section shall make application for appr...

...(A) As used in this section: (1) "Applicant" means the person or persons seeking a shelf charter under this section. (2) "Control" has the same meaning as in section 1115.06 of the Revised Code and any rules adopted under that section. (3) "Shelf charter" means the preliminary conditional approval of a charter. (B) The superintendent of financial institutions may, at the superintendent's sole discretion, grant a ...

...ns. (B) The bank that will be the surviving bank in the merger shall file with the superintendent an application for the superintendent's approval that includes a copy of the merger agreement and any other information the superintendent requires. (C) The merger agreement required under division (B) of this section shall include all of the following: (1) The names of the constituent corporations; (2) The agreement...

...ee mutual bank" means any state bank, savings association, or savings bank that meets both of the following conditions: (1) It is acquired by a mutual holding company as part of, and concurrently with, a mutual holding company reorganization. (2) It is in the mutual form immediately prior to the acquisition. (B) "Reorganization plan" means the plan to reorganize into a mutual holding company structure described in...

...(A) A mutual holding company and any subsidiary of a mutual holding company shall be created, organized, and governed, and its business shall be conducted, in all respects in the same manner as is provided under Chapter 1701. of the Revised Code, for corporations generally, to the extent that it is not inconsistent with this chapter, Chapters 1101. to 1115., and Chapters 1117. to 1127. of the Revised Code or the rule...

...rd of directors for the purpose of approving the reorganization plan; (3) File a reorganization application in the form prescribed by the superintendent that includes all of the following: (a) An officers' certification that the reorganization plan has been approved by the directors and members in accordance with applicable state law, articles of incorporation, code of regulations, or bylaws; (b) A copy of the reo...

...epositors and creditors and the general public will not be jeopardized by the proposed reorganization into a mutual holding company; (4) The proposed reorganization will result in a reorganizing mutual state bank or any acquiree state bank that has adequate capital, satisfactory management, and good earnings prospects; (5) A stock issuance proposed in connection with the mutual holding company reorganization plan m...

...Each reorganization plan submitted with a mutual holding company reorganization application shall contain a description of all significant terms of the proposed reorganization and include all of the following: (A) Any proposed stock issuance plan; (B) An opinion of counsel, or a ruling from the United States internal revenue service and the Ohio department of taxation, as to the federal and state tax treatment of t...

...After approving a mutual holding company reorganization application, the superintendent of financial institutions shall, to effect the reorganization, forward the articles of incorporation to the secretary of state for filing.

...(A) A mutual holding company shall do all of the following: (1) Confer upon existing and future depositors of the resulting stock state bank the same membership rights in the mutual holding company as were conferred upon depositors by the articles of incorporation or code of regulations of the reorganizing mutual state bank in effect immediately prior to the reorganization; (2) Confer upon existing and future depos...