State Codes and Statutes

Statutes > Illinois > Chapter205 > 1180 > 020501050HArt_2

(205 ILCS 105/Art. 2 heading)ARTICLE 2. INCORPORATION AND ORGANIZATION

(205 ILCS 105/2‑1) (from Ch. 17, par. 3302‑1)
Sec. 2‑1. Applicants and initial capital.

Any 5 or more adult individuals, residents of this State, may apply for a permit to organize an association under this Act. The minimum initial capital which an association must have shall be determined by the Commissioner but in no case shall be less than that which would be required in order to obtain insurance of accounts backed by the full faith and credit of the United States government.

(Source: P.A. 93‑271, eff. 7‑22‑03.)

(205 ILCS 105/2‑2) (from Ch. 17, par. 3302‑2)
Sec. 2‑2. Application for permit to organize.

The application for a permit to organize an association shall be filed in duplicate with the Commissioner in such form as he shall provide and shall be personally signed by each applicant and acknowledged by each applicant in the manner provided for the acknowledgment of deeds. Such application shall include the following details for the 5 years preceding the application: the present business and financial statement of each applicant and the nature and extent of present or prior affiliations with any other financial institution. The applicants shall submit, with their application statements, exhibits, maps and other data, which data shall be sufficiently detailed and comprehensive to enable the Commissioner to pass upon the application.

(Source: P.A. 84‑543.)

(205 ILCS 105/2‑3) (from Ch. 17, par. 3302‑3)
Sec. 2‑3. Findings.

The applicants shall publish a notice of intention to organize in such form as the Commissioner prescribes. The Commissioner shall hear evidence, may cause an investigation to be made and consider such other information as may be submitted to him to determine his findings prior to the issuance of a permit to organize.

(Source: P.A. 84‑543.)

    (205 ILCS 105/2‑4) (from Ch. 17, par. 3302‑4)
    Sec. 2‑4. Commissioner's approval and issuance of permit to organize.
    The Commissioner shall not approve the application and issue a permit to organize unless he shall find:
    (a) That the proposed capital meets the requirements of this Act;

(b) That the general character of the proposed management is such as to assure reasonable probability of the success of the association;

(c) That insurance of withdrawable capital shall be effective prior to the issuance of a Certificate of Complete Organization;

(d) Any other conditions which the Commissioner in his discretion shall find are necessary to assure that the association shall be operated in a safe and sound manner, including due regard for the need for the association in its community or the area it proposes to serve and the impact on properly conducted existing associations in the same area; and

(e) That the name of the proposed association is not the same as, or deceptively similar to, the name of any other association in the community or area of operation; and no such name shall contain the words "guaranty", "Guarantee", "insured", or any other word the meaning of which might imply that the association is insured by the insurance corporation unless in fact such insurance or a commitment to insure has been obtained, and such prohibition shall likewise extend to an association amending its articles of incorporation to change its name.

(Source: P.A. 84‑543.)

    (205 ILCS 105/2‑5) (from Ch. 17, par. 3302‑5)
    Sec. 2‑5. Subscriptions to capital and temporary organization.

Upon receipt of the permit to organize an association, the applicants shall constitute the organization committee and shall perfect a temporary organization by electing a chairman, vice‑chairman and a secretary, who shall act as the temporary officers of such association until their successors are duly elected and qualified. Such temporary officers thereupon shall proceed to:

(a) Secure subscriptions for the required amount of capital in form and manner approved by the Commissioner; and

(b) Call a meeting of subscribers, who shall adopt articles of incorporation and elect at least 5 directors to serve until the first annual meeting of the association and until their successors are elected and qualified.

(Source: P.A. 84‑543.)

    (205 ILCS 105/2‑6) (from Ch. 17, par. 3302‑6)
    Sec. 2‑6. Completion of Organization. The directors so elected shall proceed to:
    (a) Organize as a board and qualify as directors;
    (b) Adopt by‑laws;
    (c) Elect officers pursuant to the by‑laws;

(d) Collect subscriptions to the required capital, but only after the persons designated to collect such subscriptions have been bonded as provided in this Article;

(e) Obtain and maintain insurance of the association's withdrawable capital by an insurance corporation as defined in this Act;

(f) Take such other action as may be necessary to complete the organization;

(g) Report the completion of the organization to the Commissioner. Unless such report is made to the Commissioner within 12 months after the date of the permit to organize, or if applicable, 90 days after the date of final determination of the original application for insurance of accounts including the time specified for compliance with conditions of the insurance corporation as evidenced in writing by the insurance corporation, the permit shall be deemed revoked and any subscriptions collected shall be refunded unless the 12 month period heretofore referred to is extended for an additional period not to exceed 24 months by the Commissioner; and

(h) Submit to the Commissioner, along with the report of completion of organization, a list of the names and addresses of all officers and directors of the association. Such statement shall set forth details for the 5 preceding years the present business of every officer and director, his financial statement and the nature and extent of his prior affiliations with, including the officers, directors and 10% or more stockholders of, any other financial institution.

(Source: P.A. 84‑543.)

(205 ILCS 105/2‑7) (from Ch. 17, par. 3302‑7)
Sec. 2‑7. Certificate of complete organization.

When the board of directors has organized as provided in this Act and the report of organization has been filed with the Commissioner, he shall make a thorough examination into the affairs of the association, and if he approves the articles of incorporation and is satisfied that all the requirements of this Act have been complied with, and that no intervening circumstances has occurred to change the Commissioner's findings made pursuant to this Act, upon payment to the Commissioner of the reasonable expenses of such examination as determined by the Commissioner, he shall issue a certificate of complete organization authorizing the association to commence business. The certificate shall be recorded within 10 days of its receipt by the association or by such later date to which the Commissioner, for good cause shown, has extended the time for recording. Such certificate together with the articles of incorporation shall be recorded by filing the same for record in the office of the recorder in the county in which the association is located. Upon such recording, the association shall be fully organized and may commence to do business. Such certificate of complete organization and articles of incorporation, or duly certified copies of the recording thereof, shall be conclusive evidence except against the State that the association has complied properly with all requirements for organization, has been duly incorporated and is authorized to do business under this Act.

(Source: P.A. 84‑543.)

    (205 ILCS 105/2‑8) (from Ch. 17, par. 3302‑8)
    Sec. 2‑8. Contents of articles of incorporation.
    (a) The articles of incorporation shall set forth:
        (1) The name of the association;
        (2) The initial location of the business office;
        (3) The duration of existence, which is perpetual

unless otherwise specified;

(4) The initial number of directors, not less than 5;
(5) The authorization, if any, to issue withdrawable

shares, the aggregate amount of which may be unlimited;

(6) The authorization, if any, to issue permanent

reserve shares, the aggregate number thereof and the par value per share, which shall not be less than one dollar;

(7) The quorum required for action of members if a

quorum other than that specified in this Act is desired; and

(8) Any other provision, not inconsistent with law,

which the subscribers or members may desire, for the internal regulation of the affairs of the association.

(b) An association may include in its original articles of incorporation or amended articles, a requirement that proposed amendments to the articles of incorporation shall be adopted upon receiving, in the affirmative, two‑thirds of the total number of the votes entitled to be cast.

(c) The articles of incorporation need not set forth any of the powers which this Act confers.
(Source: P.A. 89‑355, eff. 8‑17‑95.)

    (205 ILCS 105/2‑9) (from Ch. 17, par. 3302‑9)
    Sec. 2‑9. Contents of by‑laws.

(a) The by‑laws of the association shall provide for the following matters consistent with any applicable provisions of this Act:

    (1) The number of directors and the minimum frequency of directors' meetings, which shall be at least monthly;
    (2) The titles and duties of the officers;
    (3) The officers authorized, or who may be authorized, by the directors to execute instruments;
    (4) A description of the corporate seal;
    (5) The fiscal year of the association;
    (6) The location of the business office; and

(7) The date of the annual meeting of the members which shall be not more than 90 days after the close of the association's fiscal year.

(b) Such by‑laws may provide also for any or all of the following matters, among others, consistent with any applicable provisions of this Act:

(1) The method of calling special meetings of the members, requirements for giving notice of meetings of members in addition to the notice prescribed by this Act, and methods of nominating directors and other voting and election procedures;

    (2) The method of determining the record date for voting, dividend and other purposes;
    (3) The procedure for the transfer of ownership of capital and for the enforcement of charges and liens;

(4) The plan or plans under which withdrawable capital is to be issued; the classes into which it may be divided; and the characteristics of each class as to time of issuance, times and amounts of payments to be made, classification for dividends, purposes and such other terms as are permitted by this Act;

    (5) The method by which the directors may enforce retirement of unpledged withdrawable capital;
    (6) The frequency with which profits of the association shall be apportioned and the methods of apportionment; and

(7) Provision for establishment of executive, loan, investment and appraisal committees, and such other special or standing committees as may be desirable, and for an overall business plan for the association.

(c) The Commissioner may publish one or more standard forms of by‑laws conforming to the provisions of this Act which may be adopted by associations.

(Source: P.A. 84‑543.)