Oklahoma § 18-381.66 - Federal associations

§ 18-381.66. Federal associations

Federal associations are not deemed to be foreign associations.

Unless federal laws or regulations provide otherwise, federal

associations, which have their main office in this state, and

members thereof shall possess all of the rights, powers, privileges,

benefits, immunities and exemptions which are provided by this act

or which are now or may be hereafter provided by laws of this state

for associations organized under the laws of this state and for the

members thereof. This provision is additional and supplemental to

any section of this act or other law, which by specific reference is

applicable to federal associations and the members thereof.

Added by Laws 1970, c. 101, § 66, eff. June 1, 1970. Amended by

Laws 2000, c. 81, § 69, eff. Nov. 1, 2000.

Oklahoma Statutes - Title 18. Corporations

§18-381.66a. Conversion into national banking association or

Oklahoma-chartered bank - Vesting of property rights - Pending

actions - Conversion of mutual associations - Disposition of

preexisting reserves.

A. At an annual meeting or at any special meeting of the

members or stockholders called to consider such action, any

association may convert itself into a national banking association

pursuant to federal laws, or may convert itself into an Oklahomachartered bank pursuant to the Oklahoma Banking Code, upon a

majority vote of the outstanding stock entitled to vote thereon or

upon a majority of the total number of votes of the members present

in person or by proxy. An association converting to a statechartered bank shall file with the State Banking Commissioner an

application which shall be the application prescribed in Section 305

of Title 6 of the Oklahoma Statutes. However, the applicant shall

not be required to provide evidence of need of granting authority to

convert. The applicant association shall follow the publication

requirements of Section 306.1 of Title 6 of the Oklahoma Statutes.

Issuance of a state bank charter to the converting association by

the Oklahoma Banking Board shall follow the prescribed procedure of

the Oklahoma Banking Code. There shall be filed with the

Commissioner a copy of the charter issued to such national banking

association by the Office of the Comptroller of the Currency or of

the certificate of authority issued to such Oklahoma-chartered bank

by the Oklahoma Banking Board. Upon the grant to any association of

a charter by the Office of the Comptroller of the Currency or of a

certificate of authority by the Oklahoma Banking Board, the

association receiving such charter or certificate of authority shall

cease to be an association incorporated by this state. Upon

conversion of any association into a national banking association or

Oklahoma-chartered bank, such national banking association or

Oklahoma-chartered bank shall be deemed to be a continuation of the

entity of the association so converted. All property of the

converted association, including its rights, titles and interests in

and to all property of whatever kind, whether real, personal or

mixed, and things in action, and every right, privilege, interest

and asset of any conceivable value or benefit then existing or

pertaining to it, or which would inure to it, shall immediately by

operation of law and without any conveyance or transfer and without

any further act or deed remain and be vested in and continue and be

the property of such national banking association or Oklahomachartered bank into which the association has converted itself.

Such national banking association or Oklahoma-chartered bank shall

have, hold and enjoy the same in its own right as fully and to the

same extent as the same was possessed, held and enjoyed by the

converting association, and such national banking association or

Oklahoma-chartered bank as of the time of the taking effect of such

Oklahoma Statutes - Title 18. Corporations

conversion shall continue to have and succeed to all the rights,

obligations and relations of the converting association. All

pending actions and other judicial proceedings to which the

converting association is a party shall not be deemed to have abated

or to have discontinued by reason of such conversion. Such pending

actions and other judicial proceedings may be prosecuted to final

judgment, order or decree in the same manner as if such conversion

into such national banking association or Oklahoma-chartered bank

had not been made. The national banking association or Oklahomachartered bank resulting from such conversion may continue such

action in its corporate name as a national banking association or

Oklahoma-chartered bank, and any judgment, order or decree may be

rendered for or against it which might have been rendered for or

against the converting association theretofore involved in such

judicial proceedings.

B. In the case of a conversion of a mutual association to a

national banking association or Oklahoma-chartered bank, the members

of the mutual association, at the meeting at which conversion to a

national banking association or Oklahoma-chartered bank is voted

upon, shall also vote upon the directors who shall be the directors

of the national banking association or Oklahoma-chartered bank after

the conversion takes place. The directors shall file with the

Commissioner an application for conversion and a firm commitment

for, or evidence of, insurance of deposits and other accounts of a

withdrawable type by the Federal Deposit Insurance Corporation. The

Commissioner may refuse to approve the application if it has reason

to believe that the plan of conversion is not fair and equitable to

all of the members and that sufficient provision is not made to

protect the interests of the depositors of the prospective national

banking association or Oklahoma-chartered bank. Upon the approval

by the Commissioner and by the Office of the Comptroller of the

Currency or the Oklahoma Banking Board, the association shall cease

to be a mutual association.

C. The conversion of a mutual association into a national

banking association or Oklahoma-chartered bank shall be effected in

accordance with a plan of conversion adopted by the members as

provided in this section and consistent with the other provisions of

this title. The plan shall provide that:

1. Each deposit account holder in the converting mutual

association shall receive a deposit account in the converted

national banking association or Oklahoma-chartered bank equal in

amount to the deposit account of such holder in the mutual

association;

2. A record date for determining deposit account holders

entitled to purchase stock shall be established which is not less

than ninety (90) days prior to the date of adoption of the plan of

conversion by the board of directors of such association;

Oklahoma Statutes - Title 18. Corporations

3. Officers, directors and employees of the association and

their associates shall forego any participation in the initial

distribution of permanent capital stock to the extent that any such

person increased the account of such person by more than Twenty

Thousand Dollars ($20,000.00) during the six (6) months preceding

the record date established pursuant to this section. For this

purpose the term "associate" shall have the same meaning as in

Section 381.50 of this title;

4. The amount of stock of the converted national banking

association or Oklahoma-chartered bank to which a member is entitled

to subscribe shall be determined on the basis of the ratio of the

deposits of the member with the association on the record date to

the total deposits of the association on the record date, as applied

to the initial issuance of permanent capital stock. Each deposit

account holder as of the record date may receive warrants

authorizing the purchase of shares of permanent capital stock of the

converted national banking association or Oklahoma-chartered bank at

a price determined by the board of directors of the institution and

approved by the Commissioner or the Director of the Office of Thrift

Supervision, and scrip denoting fractional stock interests of less

than one share. However, no deposit account holder shall be

entitled to scrip representing fractional interests of less than

one-fifth (1/5) share of stock; and

5. In connection with a conversion, deposit account holders

shall have a preemptive right to purchase such permanent capital

stock for a period of not less than fourteen (14) days from the date

the offer to sell permanent capital stock is made.

D. In no case of conversion of a mutual association to a

national banking association or Oklahoma-chartered bank shall any

reserves existing at the time of such conversion ever inure to the

benefit of the permanent capital stock, but shall be maintained as

reserves in accordance with directions of the Commissioner. The

reserves of the converted national banking association or Oklahomachartered bank resulting from the conversion of a mutual association

shall be not less than the amount necessary to meet the requirements

of the Office of the Comptroller of the Currency or of the Federal

Deposit Insurance Corporation, respectively.

Added by Laws 1990, c. 173, § 24, emerg. eff. May 3, 1990. Amended

by Laws 1993, c. 183, § 63, eff. July 1, 1993; Laws 2000, c. 81, §

70, eff. Nov. 1, 2000.

§18-381.66b. Conversion of national banking association or

Oklahoma-chartered bank into stock association.

A. At an annual meeting or at any special meeting of the

stockholders called to consider such action, any national banking

association or Oklahoma-chartered bank may convert itself into a

stock association pursuant to this act upon a majority vote of the

Oklahoma Statutes - Title 18. Corporations

outstanding stock entitled to vote thereon, and in compliance with

any federal laws, or provisions of the Oklahoma Banking Code,

applicable to such a transaction by the converting national banking

association or Oklahoma-chartered bank. Copies of the minutes of

the proceedings of such meeting of stockholders, verified by the

affidavit of the secretary or an assistant secretary, and verified

copies of the plan of conversion shall be filed for approval with

the State Banking Commissioner. At the meeting at which conversion

is voted upon, the stockholders shall also vote upon the directors

who shall be the directors of the state-chartered association after

conversion takes effect. Such directors then shall execute and file

an application for conversion, a proposed certificate of

incorporation and proposed bylaws, and the Commissioner shall, upon

approval, issue a certificate of authority, all as provided in this

act. The Commissioner shall approve the application for conversion

and issue a certificate of authority if it appears that:

1. The resulting stock association meets all of the

requirements of this act as to the formation of a new stock

association; and

2. The resulting stock association will have an adequate

capital structure including surplus. The association shall include

in the certificate of incorporation the following, as applicable:

"This association is incorporated by conversion from a national

banking association/Oklahoma-chartered bank." All of the directors

who are chosen for the association shall sign and acknowledge the

certificate of incorporation as the subscribers. The Commissioner

may provide, by regulation, for any additional procedure to be

followed by any such national banking association or Oklahomachartered bank converting into an association under this act,

including the amount of the application fee to be paid to the

Oklahoma State Banking Department. All the provisions regarding

property and other rights and liabilities contained in Section

381.66a of this title shall apply, in reverse order, to the

conversion of a national banking association or Oklahoma-chartered

bank into an association incorporated under this act, so that the

state-chartered association shall be a continuation of the corporate

entity of the converting national banking association or Oklahomachartered bank.

B. In connection with the review of the application for

conversion, the Commissioner may conduct an examination of the

converting institution, and such examination shall be paid for by

the converting institution according to the fees prescribed in

subsection D of Section 381.15 of this title for special

examinations. The deposit payable by the converting institution

pursuant to paragraph 5 of Section 381.16 of this title shall not be

a limitation on the examination fee payable by the converting

institution.

Oklahoma Statutes - Title 18. Corporations

C. If a converting national banking association or Oklahomachartered bank has assets which do not conform to the requirements

of state law for the converted state association, or there are

business activities which are not permitted for the converted state

association, the Commissioner may permit a reasonable time to

conform with state law.

Added by Laws 1990, c. 173, § 25, emerg. eff. May 3, 1990. Amended

by Laws 1993, c. 183, § 64, eff. July 1, 1993; Laws 2000, c. 81, §

71, eff. Nov. 1, 2000.

§18-381.66c. Merger of national banking associations or Oklahomachartered banks into stock association - Approval by boards of

directors - Terms of agreement - Approval by Board - Approval by

stockholders.

A. Upon approval of the State Banking Commissioner, one or more

national banking associations or Oklahoma-chartered banks may be

merged with and into a stock association as hereafter prescribed,

except that the action by a constituent national banking association

shall be taken in the manner prescribed by and shall be subject to

any limitation or requirements imposed by any law of the United

States which shall govern the rights of its dissenting shareholders.

B. The board of directors of each constituent institution

shall, by a majority of the entire board, approve a merger agreement

which shall contain:

1. The name of each constituent institution and the location of

each office;

2. With respect to the resulting stock association the name and

the location of each proposed office, the name and residence of each

director to serve until the next annual meeting of the stockholders,

the name and residence of each officer, the amount of capital, the

number of shares and the par value of each share, whether preferred

stock is to be issued and the amount, terms and preferences and the

amendments to the certificate of incorporation and bylaws;

3. The terms for the exchange of shares of the constituent

institutions for the shares or other consideration of the resulting

stock association;

4. A statement that the merger and the merger agreement is

subject to approval by the Commissioner and by the stockholders of

each constituent institution;

5. Provisions governing the manner of disposing of the shares

of the resulting stock association not taken by dissenting

stockholders of the constituent institutions; and

6. Such other provisions as the Commissioner requires to enable

it to discharge its duties with respect to the merger.

C. After approval by the board of directors of each constituent

institution, the merger agreement shall be submitted to the

Commissioner for approval, together with a fee for review of the

Oklahoma Statutes - Title 18. Corporations

merger as required by rule of the Commissioner which shall be

deposited in the Oklahoma State Banking Department revolving fund

pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes,

certified copies of the authorizing resolutions of the several

boards of directors showing approval by a majority of the entire

board and evidence of proper action by the board of directors of any

constituent national banking association.

D. Without approval by the Commissioner, no asset shall be

carried on the books of the resulting stock association at a

valuation higher than that on the books of the constituent bank at

the time of the last examination by a state or national bank

examiner before the effective date of the merger.

E. Within thirty (30) days after receipt by the Commissioner of

the papers specified in subsection C of this section, the

Commissioner shall approve or disapprove the merger agreement. The

Commissioner shall approve the agreement if it appears that:

1. The resulting stock association meets all of the

requirements of this act as to the formation of a new stock

association;

2. The agreement provides an adequate capital structure

including surplus;

3. The agreement is fair; and

4. The merger is not contrary to the public interest. If the

Commissioner disapproves an agreement, the Commissioner shall state

all objections and give an opportunity to the constituent

institutions to amend the merger agreement to obviate such

objection.

F. Where the resulting stock association is not to exercise

trust powers, the Commissioner shall not approve a merger until

satisfied that adequate provision has been made for successors to

fiduciary positions held by constituent banks, and the manner of

succession of trust powers and successor trustees shall follow the

same procedure as set out in Section 1018 of Title 6 of the Oklahoma

Statutes.

G. To be effective, a merger must be approved by the

stockholders of each constituent institution by a majority vote of

the outstanding voting stock at a meeting called to consider such

action, which vote shall constitute the adoption of the certificate

of incorporation and bylaws of the resulting stock association,

including the amendments set forth in the merger agreement.

H. The notice of the meeting of stockholders shall be given by

publication in a newspaper of general circulation in the place where

the main office of each constituent institution is located, at least

once a week for four (4) successive weeks, and by mail, at least

fifteen (15) days before the date of the meeting, to each

stockholder of record of each constituent institution at the address

of such stockholder on the books of the institution, who has not

Oklahoma Statutes - Title 18. Corporations

waived such notice in writing. No notice by publication need be

given if written waivers are received from the holders of a majority

of the outstanding shares of each class of voting stock.

I. At the effective time of the merger the charters of the

constituent institutions other than the resulting stock association

shall be deemed to be surrendered.

J. The resulting stock association shall be considered the same

business and corporate entity as each constituent bank with all of

the rights, powers, and duties of each constituent bank, except as

limited by the certificate of incorporation and bylaws of the

resulting stock association.

K. Any reference to any constituent bank in any writing,

whether executed or taking effect before or after the merger, shall

be deemed a reference to the resulting stock association if not

inconsistent with the other provisions of such writing.

L. If a constituent bank has assets which do not conform to the

requirements of state law for the resulting stock association, or if

there are business activities which are not permitted for the

resulting stock association, the Commissioner may permit a

reasonable time to conform with state law.

M. Rights of dissenting stockholders of a constituent bank

shall be those described in Section 1104 of Title 6 of the Oklahoma

Statutes.

Added by Laws 1990, c. 173, § 26, emerg. eff. May 3, 1990. Amended

by Laws 1993, c. 183, § 65, eff. July 1, 1993; Laws 2000, c. 81, §

72, eff. Nov. 1, 2000.

§18-381.66d. Merger of stock association into national banking

association - Rights and liabilities of association and stockholders

- Applicable law.

Nothing in the law of this state shall restrict the right of a

stock association to merge with and into a national banking

association. The action to be taken by a constituent stock

association and its rights and liabilities and those of its

stockholders shall be the same as those prescribed for national

banking associations at the time of the action by the applicable

laws of the United States and not by the laws of this state. Upon

the completion of the merger with and into a national banking

association, the certificate of authority and the certificate of

incorporation of any merging stock association shall automatically

terminate.

Added by Laws 1990, c. 173, § 27, emerg. eff. May 3, 1990.