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.

... or code of regulations comply with the requirements of the Revised Code. (b) The proposed amendment or amended articles of incorporation or code of regulations will not adversely affect the interests of the bank's depositors and creditors. (3) Within forty-five days after receiving the proposed amendment, or the proposed amended articles of incorporation or code of regulations, the superintendent shall notify the ...

...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 county in which the principal office of the bank is located, of a notice containing the name of the bank and t...

...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.

...(A)(1) A stock state bank may do any of the following: (a) Convert 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 ...

...A national bank, a bank doing business under authority granted by the bank regulatory 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 pu...

...(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...

...ral 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 consummation of the acquisit...

... a record of failing to comply with the requirements of subchapter II of chapter 53 of subtitle IV of Title 31 of the United States Code. (3) An acquisition may be made prior to the expiration of the disapproval period if the superintendent issues written notice of the superintendent's intent not to disapprove the acquisition of control. (C) A notice required under division (B) of this section shall contain such in...

...in all of the information required in a notice under section 1115.06 of the Revised Code, and any other relevant information the superintendent may require by rule or by specific request in connection with a particular report. (D) A financial institution and its affiliates shall not be required to report a transaction under this section if either of the following applies: (1) The person or group of persons to whom ...

...g or surviving state bank will meet the requirements of Chapters 1101. to 1127. of the Revised Code; (6) The comments of any regulatory authority notified in accordance with division (D) of this section. (E) The superintendent may condition approval of an application under division (D) of this section in any manner the superintendent considers appropriate. (F) Before consummating a consolidation or merger authoriz...

...(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...

... the acquiring state bank will meet the requirements of Chapters 1101. to 1127. of the Revised Code; (6) The comments of any regulatory authority notified in accordance with division (D) of this section. (E) The superintendent may condition approval of an application under division (D) of this section in any manner the superintendent considers appropriate. (F) In the case of a transfer of assets and liabilities in...

...Whenever an emergency, as defined by the superintendent of financial institutions, exists with regard 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 ...

...(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 ...

...(A) Any person, singly or jointly with others, may, with the approval of the superintendent of financial institutions, incorporate an interim bank for the purpose of facilitating the creation of a bank holding company, the acquisition of 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 sha...

... subject to such conditions and ongoing requirements as the superintendent considers appropriate. (2) An applicant granted a shelf charter under this section shall not exercise control over the bank or consummate the transaction authorized by the charter until the superintendent gives final approval of the transaction. (E) A shelf charter shall expire twenty-four months after the date it is granted, subject to the ...

...erger, the surviving bank will meet the requirements of Chapters 1101. to 1127. of the Revised Code; (4) Whether any of the constituents to the merger are subject to limitations that are inconsistent with the merger. (E) The superintendent may condition approval of an application under division (D) of this section in any manner the superintendent considers appropriate. (F) Before consummating a merger authorized u...

...As used in this chapter, unless the context requires otherwise: (A) "Acquiree 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...

...(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) ...

...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...