Oklahoma § 18-381.61 - Merger or consolidation

§ 18-381.61. Merger or consolidation

Pursuant to a plan agreed upon by at least two-thirds of the

members of the board of directors as being equitable to the members

or stockholders of the association and as not impairing other

associations, foreign associations, and federal associations, an

association may merge or consolidate with another association,

foreign association, or federal association, provided that the plan

of such merger or consolidation shall be approved at an annual

meeting or at any special meeting of the members or stockholders

called to consider such action by a majority vote of the outstanding

stock entitled to vote thereon or upon a majority vote of the total

number of votes of the members present in person or by proxy. An

application to merge or consolidate shall be filed with the State

Banking Commissioner and the same shall be the subject of an

individual proceeding pursuant to Article II of the Administrative

Procedures Act, Section 309 et seq. of Title 75 of the Oklahoma

Statutes. If the merger or consolidation is approved by the

Commissioner, a copy of the order of approval shall be filed with

the Secretary of State who shall then issue a certificate of merger.

In all cases of merger or consolidation, the corporate continuity of

the resulting corporation shall have the same incidents, rights and

liabilities as that of an association which has converted pursuant

to this act. The Commissioner may provide, by rule, for any

additional procedure to be followed, and application fee to be paid,

by any associations merging or consolidating pursuant to this act.

Oklahoma Statutes - Title 18. Corporations

Added by Laws 1970, c. 101, § 61, eff. June 1, 1970. Amended by

Laws 1978, c. 168, § 29, eff. July 1, 1979; Laws 1987, c. 61, § 15,

emerg. eff. May 4, 1987; Laws 1993, c. 183, § 59, eff. July 1, 1993;

Laws 2000, c. 81, § 64, eff. Nov. 1, 2000.