Ill. Admin. Code tit. 38 § 1075.2210

Current through Register Vol. 48, No. 44, November 1, 2024

Section 1075.2210 - Application - Filing the Application and Fees

a) An application shall be prepared by a mutual savings bank that proposes to convert to a stock owned savings bank. The application must demonstrate that the applicant complies with the Act and this Part. Not including copies filed pursuant to Section 1075.2020, 3 completed manually signed copies with all exhibits, with an application fee of $10,000, shall be filed with the Director, Division of Banking, Department of Financial and Professional Regulation, 310 South Michigan Avenue, Suite 2130, Chicago, Illinois 60604-4278. The date a document is actually received by the Director shall be the date of filing.

b) Any application for approval that is improperly executed, or that does not contain copies of a plan of conversion, amendments to the charter of the applicant in the form of new articles of incorporation, proxy materials, and preliminary offering circulars for the subscription offering and for the public offering or direct community marketing, shall not be accepted for filing and shall be returned to the applicant. Any application for approval containing a materially incomplete plan of conversion, offering circular, or proxy statement shall be returned by the Director to the applicant. Applicants for conversions effected pursuant to Section 1075.2170 need not file documents or information to the extent that Section 1075.2170(d) allows.

c) Signature page:

1) Every application and every amendment to an application filed shall include a signature page that shall be manually signed by:

A) A duly authorized representative of the applicant on its behalf;

B) Its principal executive officer;

C) Its principal financial officer;

D) Its principal accounting officer; and

E) At least two-thirds of its organization directors.

2) Those signing the application shall attest on the signature page as follows:

A) In submitting an application, the applicant understands and agrees that if further examinations, investigations, or appraisals are required by the Director, they will be conducted by, or as approved by, the Director at the expense of the applicant and applicant will pay the costs thereof as computed by the Director.

B) The application has been approved by at least two-thirds of the board of directors of the applicant. In accordance with the Act and this Part by the filing of this application, the applicant by its duly authorized representative, the undersigned officers and each member of the applicant's board of directors severally represent:

i) that each person has read this application; and

ii) that in the opinion of each person, he or she has made such examination and investigation as is necessary to enable him or her to express an informed opinion that this application complies to the best of his or her knowledge and belief with the application requirements of the Act and this Part.

3) If any name is signed to an application or any amendment to an application pursuant to a power of attorney, a manually signed copy of the power of attorney shall be filed with each copy of the application.

d) Except as provided in subsection (e), the filing of any application or amendment to any application under this Subpart shall constitute a representation of the applicant by its duly authorized representative, the applicant's principal executive officer, the applicant's principal financial officer, and the applicant's principal accounting officer, and each member of the applicant's board of directors (whether the organization director has signed the application or any amendment to an application) severally that:

1) he or she has read the application or amendment,

2) in the opinion of each person he or she has made such examination and investigation as is necessary to enable him or her to express an informed opinion that the application or amendment complies to the best of his or her knowledge and belief with the applicable requirements of this Subpart, and

3) each person holds this informed opinion.

e) The representations specified in subsection (d) shall not be considered to have been made by any organization director of the applicant who did not sign the application or any amendment to the application, if, and only to the extent that, the organization director files with the Director within 10 business days after the filing of the application or amendment a statement describing those portions of the filing as to which he or she does not so represent.

f) If applicable, the applicant shall furnish information in accordance with Subpart N of this Part.

g) Consent of experts:

1) If any accountant, attorney, investment banker, appraiser, financial advisor, or other person whose profession gives authority to a statement made in any application under this Subpart is named as having prepared, reviewed, passed upon, or certified any part of the application, or any report or valuation for use in connection with the application, the written consent of the person shall be filed with the application. If any portion of an expert's report is quoted or summarized as such in any filing under this Subpart, the written consent of the expert shall expressly state that the expert consents to this quotation or summarization.

2) All written consents filed pursuant to this Section shall be dated and signed manually. A list of the consents shall be filed with the application. Where the consent of the expert is contained in the expert's report, the list shall state that the report contains the consent.

h) After the Division has reviewed the filed materials, the applicant may be required to furnish additional information as an amendment to the application. Further, the applicant may amend the application at its discretion. All amendments shall be clearly identified as such, numbered consecutively, and shall comply with all pertinent requirements of the application, including signature.

i) Whenever the Director prohibits by order or otherwise the use of any filing under this Part, the form and contents of any filing used after the prohibition shall conform to the requirements of the order and the applicable regulations in effect at the time the prohibition is no longer effective.

Ill. Admin. Code tit. 38, § 1075.2210

Amended at 30 Ill. Reg. 19068, effective December 1, 2006