Ohio Revised Code Search

...Except where the law of this state, the articles of incorporation, or the code of regulations require action to be authorized or taken by shareholders, all of the authority of a state bank shall be exercised by or under the direction of the board of directors in accordance with Chapter 1105. of the Revised Code.

...y include the word "state," "federal," "association," or, if approved by the superintendent of financial institutions, another term; (3) Shall not, as determined by the superintendent, be likely to mislead the public as to the bank's character or purpose; (4) Shall, as determined by the superintendent, be distinguishable from all names already recorded by existing financial institutions in this state or for which r...

...(A) Instead of a treasurer, as required by section 1701.64 of the Revised Code, a state bank may have a cashier, controller, comptroller, or other officer whose authority and duties the superintendent of financial institutions determines are essentially equivalent to those of a treasurer. (B) For any state bank that has a cashier, controller, comptroller, or other officer instead of a treasurer, as authorized by div...

...When the signatures of two authorized representatives of a state bank are required, as for a certificate for an amendment of the state bank's articles of incorporation or amended articles of incorporation pursuant to section 1113.12, 1113.13, or 1114.11 of the Revised Code or for certification of a conversion pursuant to section 1115.01 of the Revised Code, a consolidation or merger pursuant to section 1115.11 of the...

...(A) When any provision in Chapters 1101. to 1127. or Chapter 1701. of the Revised Code requires a document regarding an existing, previously existing, or proposed state bank to be filed with the secretary of state, all of the following apply: (1) The person responsible for producing the document shall deliver the document, properly completed, to the superintendent of financial institutions, along with payment for an...

...Whoever violates division (E)(1) of section 1103.07 of the Revised Code shall be subject to a civil penalty of up to ten thousand dollars for each day the violation is committed, repeated, or continued.

...(A) Except where the Revised Code, the articles of incorporation, or the code of regulations require action to be authorized or taken by shareholders or members, all of the authority of a state bank shall be exercised by or under the direction of the bank's board of directors. The board of directors shall consist of not less than five directors. (B) Unless the articles of incorporation or the code of regulations pro...

...(A)(1) Of the directors on the board of directors of a state bank: (a) A majority of the directors shall be outside directors. However, in the case of a stock state bank, if eighty per cent or more of any class of the bank's voting shares are owned by a company, a majority of the directors may be officers or directors of one or more affiliates of the bank. (b) For purposes of this section, anyone who is not an empl...

...(A) To qualify as a director, each person elected or appointed to the board of directors shall, within sixty days after election or appointment, take and subscribe an oath to diligently and honestly perform the duties of a director and to not knowingly violate or permit to be violated any federal banking law or any provision of Chapters 1101. to 1127. of the Revised Code. (B) Promptly upon execution, and within sixt...

...Each officer and employee of a state bank, prior to the discharge of the officer's or employee's duties, shall be covered by an individual, schedule, or blanket fidelity bond in favor of the bank, with terms and issuing insurer approved by the board of directors. The amount of the bond shall be set by the board of directors, and shall be reasonable given the size of the bank and nature of its business. The board of d...

...For its own governance, the board of directors may adopt bylaws not inconsistent with the law of this state, the articles of incorporation, or the code of regulations. Without limiting their generality, the bylaws may include provisions with respect to: (A) The time and place of holding, the manner of and authority for calling, giving notice of, and conducting meetings of the board of directors; (B) The appointment...

...(A)(1) A state bank's board of directors shall meet monthly unless the bank's code of regulations provides for a different frequency of meetings, which shall not be less than quarterly. (2) Division (A)(1) of this section does not prohibit either of the following: (a) A state bank's board of directors meeting more frequently than required by division (A)(1) of this section or the bank's code of regulations; (b) Th...

...(A) Once elected or appointed, a director may be removed as follows: (1) By the board of directors or the superintendent of financial institutions if any of the following applies: (a) The director has filed for relief or is a debtor in a case filed under Title XI of the United States Code; (b) A court has determined the director is incompetent; (c) The director has been removed in accordance with federal law. (2...

...(A) A director, officer, employee, or other institution-affiliated party of a bank shall not be personally and individually liable for direct or indirect damages the bank, its shareholders or members, or any other person sustains in consequence of a violation of or failure to comply with any provision of Chapters 1101. to 1127. of the Revised Code or the rules adopted under those chapters, including any civil money p...

...No state bank shall operate without adequate capital as determined by the superintendent of financial institutions. In evaluating the adequacy of a state bank's capital, the superintendent may consider any of the following: (A) The nature and volume of the bank's business; (B) The amount, nature, quality, and liquidity of the bank's assets; (C) The amount and nature of the bank's liabilities, including those that ...

...(A) A state bank may issue debt securities at the times, in the amounts, and subject to the terms approved in writing by the superintendent of financial institutions. (B) In the case of a stock state bank, the terms of debt securities may include either of the following: (1) Options to subscribe to or purchase the bank's shares at not less than par value; (2) The right to convert the debt securities to the bank's ...

...All stock state bank shares shall have par value, whether they are common shares or preferred shares.

...(A) A stock state bank may, with the approval of the bank's board of directors, the holders of a majority of the bank's voting shares, and the superintendent of financial institutions, adopt and carry out plans for the offering or sale of, the grant of, or the grant of options on, the bank's shares to any or all employees, officers, or directors of the bank or any of the bank's subsidiaries or affiliates, or to other...

...(A) Unless otherwise provided in the articles of incorporation, the holders of any class of a stock state bank's shares, other than shares that are limited as to dividend rate and liquidation price, shall, upon the offering or sale for cash of shares of the same class, have the right, during a reasonable time and on reasonable terms fixed by the directors, to purchase the shares in proportion to their respective hold...

...With the prior written approval of the superintendent of financial institutions, a stock state bank may purchase its own shares in accordance with section 1701.35 of the Revised Code. (B) A stock state bank that acquires shares of its stock shall retire or dispose of the shares at the time and in the manner required by the superintendent.

...A stock state bank's board of directors may declare dividends and distributions on the bank's outstanding shares, subject to all of the following conditions: (A) Except as otherwise provided in division (B) of this section, payment of a dividend or distribution may only be funded from undivided profits or, subject to the approval of the superintendent of financial institutions, from a special reserve created from pr...

...(A) A state bank may use, exercise, and enjoy all of the powers, rights, and privileges of a corporation as set forth in section 1701.13 of the Revised Code, unless otherwise provided in its articles of incorporation and except as otherwise expressly limited by Chapters 1101. to 1127. of the Revised Code. The powers authorized under this division include the power to receive any property of any description, or any in...

... for national banks and federal savings associations, other than those dealing with interest rates, regardless of the date the corresponding parity rule adopted by the superintendent of financial institutions under section 1121.05 of the Revised Code takes effect. If a state bank intends to take any such action before the adoption of the corresponding parity rule, the bank shall provide the superintendent with prior ...

... elect to operate as a savings and loan association by filing a written notice of that election with the superintendent of financial institutions. (C) Upon filing an election notice, a state bank shall be considered a savings and loan association if both of the following conditions are met: (1) Its qualified thrift investments equal or exceed sixty-five per cent of its portfolio assets. (2) Its qualified thrift in...

...rticles of incorporation or articles of association is not permitted to solicit or accept deposits other than trust funds. Each bank whose deposit accounts are insured by the federal deposit insurance corporation shall maintain that insurance as a condition of doing business in this state. (B) Each bank doing business in this state shall comply with the reserve requirements of the "Federal Reserve Act of 1913," as a...