Ohio Revised Code Search

...(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 ...

...e superintendent, that the mutual state bank is otherwise entitled to commence business. (2) The superintendent has received from the federal deposit insurance corporation written confirmation that it has approved the bank's application to become an insured bank as defined in section 3(h) of the "Federal Deposit Insurance Act," 92 Stat. 614 (1978), 12 U.S.C. 1813(h), as amended. (B) The mutual state bank shall caus...

...(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. ...

...n, 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 forth all provisions required in, and only provisions that may properly be in, original articles of incorporation or amendments to articles of inco...

...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.

...e 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 shall be a...

...(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...

...dation 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...

...ion with, or purchase of assets from, a bank holding company that has acquired an Ohio bank; (b) The acquisition of the direct or indirect ownership or control of voting shares of an Ohio bank if, after the acquisition, the acquiring bank holding company will directly or indirectly own or control the Ohio bank, unless the superintendent of financial institutions determines, in the superintendent's discretion, due t...

...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 controls a state bank...

...) "Financial institution" 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 w...

...(A) A state bank may consolidate or merge with another state 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)(...

...ded 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 consistent with current mark...

...(A) A state bank may transfer assets and liabilities to, and acquire assets and liabilities from, another state bank, a bank doing business under authority granted by the bank regulatory authority of another state, or a 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...

...itutions, 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 bank may, by majority vote, transfer the assets and liabilities of the st...

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

...al 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 shall be a party to a reorganization with an existing bank, savings association, or savings bank pursuant...

...following: (1) Formation of an interim bank under this chapter to be used for the transactions contemplated by this section; (2) Acquisition of control of a designated or undesignated state bank; (3) Acquisition of control of a designated or undesignated bank chartered by the banking authority of any other state or the United States that the person or persons intend to convert to a state bank; (4) Acquisition of ...

...(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...

...quires 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 the plan to reorganize into a mutual holding ...

...ding division (A) of this section, a nonbank subsidiary of a mutual holding company may be organized under the general corporate laws of another state of the United States.

...(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...