Ohio Revised Code Search

...(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...

...(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. ...

...(A) Before any member deposits have been received, the incorporators may, by unanimous written action and subject to the requirements of this section, adopt amendments to the mutual state bank's articles of incorporation or amended articles of incorporation to change any provision of, or add any provision that may properly be included in, the articles of incorporation. (B) Amended articles of incorporation shall set...

...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.

...(A)(1) The code of regulations of a mutual state bank may provide for the amendment of its articles of incorporation or code of regulations, or the adoption of amended articles of incorporation or code of regulations, at any meeting of the members for which notice has been properly given in accordance with section 1114.12 of the Revised Code. The amendment or amended articles of incorporation or code of regulations s...

...(A) Whenever members of a mutual state bank are required or authorized to elect directors or to take any other action at a meeting, either annual or special, notice of the meeting shall be given in 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 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.

...to 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, savings bank...

...y 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...

..., bank holding company, federal savings association, or savings and loan holding company whose principal place of business is in this state or any other state may charter or otherwise acquire an Ohio bank, and a bank may acquire banking offices in this state by merger or consolidation with or transfer of assets and liabilities from a bank, savings bank, or savings association that has offices in this state, if, upon ...

...(A) As used in this section: (1) "Control" of a state bank means either of the following: (a) Power, directly or indirectly, to direct the management or policies of a state bank; (b) Ownership or control of or power to vote twenty-five per cent or more of any class of voting securities of a state bank. (2) "State bank" includes any bank holding company that controls a state bank, and any other company that contro...

...k, 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 acquire or control share...

... bank, a bank, savings bank, or savings association doing business under authority granted by the bank regulatory authority of another state, a national bank, or a federal savings association, regardless of where it maintains its principal place of business, with the approval of all of the following: (1) The directors of both constituent corporations; (2)(a) The shareholders of each constituent state bank that is a...

...(A) Except as provided in division (C) of this section, no bank shall pay to any person, other than reasonable compensation for services provided in the person's capacity as an employee, any management or consulting fee, including fees for legal, accounting, brokerage, or other similar professional services, not having a direct relationship to the value of actual services rendered, based on reasonable costs consisten...

...national bank, savings bank, or savings association, regardless of where it maintains its principal place of business, with the approval of all of the following: (1) The directors of both constituent corporations; (2)(a) If the assets to be transferred equal more than fifty per cent of the assets of a transferring or acquiring state bank at the time of the transfer and the institution is a stock state bank, the sha...

...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 assets and liabilities...

...(A) In any transfer under this chapter, the rights of creditors shall be preserved unimpaired and, unless otherwise provided, the constituent corporations shall be deemed to continue their separate existence if the continuation is necessary to preserve any creditor's rights. (B) In any consolidation or merger under section 1115.11 of the Revised Code, the rights and obligations of the surviving or new bank shall be ...

...nsaction 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 approval o...

...(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 ...

...(A) A state bank may merge with any of its affiliates with the approval of all of the following: (1) The directors of all constituent corporations to the merger; (2)(a) The shareholders of each constituent stock state bank by the affirmative vote or written consent of the holders of two-thirds, or any other proportion not less than a majority as the bank's articles of incorporation or code of regulations provide, o...

...ual 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 secti...

...(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...

...(A) A mutual state bank may, with the approval of the superintendent of financial institutions, reorganize to become a mutual holding company, in one of the following manners: (1) By organizing one or more subsidiary stock state banks, one or more of which may be an interim stock state bank, the ownership of which shall be evidenced by shares of stock to be owned by the reorganizing mutual state bank and by transfer...

...(A) Within ten business days after receipt of an application for a mutual holding company reorganization under division (C)(3) of section 1116.05 of the Revised Code, the superintendent of financial institutions shall do one of the following: (1) Accept the application for processing; (2) Request additional information to complete the application; (3) Return the application if it is substantially incomplete. (B) ...