Oklahoma § 18-381.53

§ 18-381.53.

Repealed by Laws 2000, c. 81, § 88, eff. Nov. 1, 2000.

§18-381.53a. Permanent capital stock - Treasury stock - Redemption

- Paid-in surplus - Dividends - Minimum capital requirements.

A. Permanent capital stock shall consist of common stock, which

shall have full voting rights, and may also include preferred stock.

Such stock shall have a par value of not less than one cent ($0.01)

per share, and the proceeds thereof, to the extent of such par

value, shall be set apart and be nonwithdrawable, and shall be a

reserve to absorb losses after all surplus, undivided profits, and

other reserves available for losses have been depleted.

B. 1. With the approval of the State Banking Commissioner and

subject to the conditions as the Commissioner may prescribe, a bank

may purchase its own stock as treasury stock.

Oklahoma Statutes - Title 18. Corporations

2. Preferred stock shall not be issued for a limited term, nor

shall it be redeemable at the option of the holders. An association

shall not bind itself by contract to redeem its preferred stock upon

the happening of certain events, other than dissolution. However,

preferred stock shall be subject to redemption at any time at the

option of the association, with the prior approval of the

Commissioner and only if, subsequent to the redemption, the

association would meet its minimum capital requirements as imposed

by applicable federal law.

C. Any paid-in surplus with respect to common stock may be made

available for payment of organization and initial operating expenses

or may be credited to surplus, or the contingent reserve, or the

federal insurance reserve, or be transferred to common or preferred

stock as a stock dividend, prorated to the holders of common stock.

An association shall not issue permanent capital stock for a

consideration other than cash or for a price less than par value

thereof, except that, with the approval of the Commissioner, stock

may be issued for a consideration other than cash in connection with

mergers, consolidations or transfers and, when fully paid, the stock

shall be kept unimpaired to the extent of its par value.

D. A stock association may declare and distribute cash

dividends from net earnings, surplus or undivided profits. With the

prior consent of the Commissioner, the stock of an association may

be reduced by resolution of the board of directors approved by vote

or written consent of the holders of a majority of the outstanding

stock of such association to such amount as the Commissioner shall

approve, and any such reduction shall be credited to the contingent

reserve account and shall not be available for dividends to common

stockholders; provided, any reduction in the amount of permanent

capital stock is subject to the provisions of this section and

Section 381.20 of this title, fixing minimum permanent capital stock

requirements.

E. No cash dividends shall be declared on common stock unless,

subsequent to the dividends, the association would continue to meet

its minimum capital requirements as imposed by the Commissioner or

the Director of the Office of Thrift Supervision. Subject to the

provisions of this act, permanent capital stock shall be entitled to

such rate of dividends, if earned, as declared by the board of

directors.

Added by Laws 1978, c. 168, § 31, eff. July 1, 1979. Amended by

Laws 1987, c. 61, § 10, emerg. eff. May 4, 1987; Laws 1990, c. 118,

§ 15, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 55, eff. July

1, 1993; Laws 2000, c. 81, § 52, eff. Nov. 1, 2000.

§18-381.53b. Impairment of permanent capital stock - Notice Appraisals - Assessments.

Oklahoma Statutes - Title 18. Corporations

A. If the State Banking Commissioner, as a result of any

examination or from any report made to the Commissioner, finds that

the permanent capital stock of any association is impaired, the

Commissioner shall notify the association that such impairment

exists and require the association to immediately make good such

impairment. After such notice has been given to an association and

until the impairment has been made good, that association may not

issue or renew any time instrument if that instrument, when

aggregated with any other funds of the same depositor in the same

capacity, would equal or exceed One Hundred Thousand Dollars

($100,000.00) unless such time instrument earns an annual rate of

interest less than four percent (4%). In the event the amount of

the impairment as determined by the Commissioner is questioned by

the association, then upon application, which shall be filed within

ten (10) days, the value of the assets in question shall be

determined by appraisals made by independent appraisers acceptable

to the Commissioner and the association.

B. The directors of the association, upon which such notice has

been made, shall levy a pro rata assessment upon the permanent

capital stock thereof to make good such impairment and shall cause

notice of such request of the Commissioner and such levy to be given

in writing to each stockholder of such association and the amount of

assessment which the stockholder must pay for the purpose of making

such assessment.

Added by Laws 1978, c. 168, § 32, eff. July 1, 1979. Amended by

Laws 1988, c. 65, § 26, emerg. eff. March 25, 1988; Laws 2000, c.

81, § 53, eff. Nov. 1, 2000.

§18-381.53c. Refusal or neglect to pay assessment - Sale of stock Payment of assessment.

A. If any stockholder shall refuse or neglect to pay the

assessment specified in such notice within sixty (60) days from the

date of mailing, the directors of such association shall have the

right to sell to the highest bidder at public auction any part or

all of the stock necessary to pay the assessment of such

stockholder, after giving the notice of such sale for ten (10) days

in a newspaper of general circulation published in the county where

the main office of such association in this state is located, and a

copy of such notice of sale shall also be served on such stockholder

by mailing a copy of such notice to his last-known address ten (10)

days before the day fixed for such sale, or such stock may be sold

at a private sale and without public notice. However, before making

such private sale thereof, an offer in writing shall first be

obtained and a copy thereof served upon the owner of record of the

stock to be sold, by mailing a copy of such offer to the last-known

address of such owner, and if after service of such offer such owner

shall still refuse or neglect to pay such assessment within thirty

Oklahoma Statutes - Title 18. Corporations

(30) days from the time of the service of such offer, the directors

may accept such offer and sell such stock to the person making such

offer, or to any other person or persons making a larger offer than

the amount named in the offer submitted to the stockholder, but such

stock, in no event, shall be sold for less than the amount of such

assessment so called for and the expense of the sale.

B. Out of the proceeds of the stock so sold, the directors

shall pay the amount of assessment levied thereon and the necessary

cost of sale, and the balance, if any, shall be paid to the person

or persons whose stock has thus been sold. A sale of stock as

herein provided shall effect an absolute cancellation of the

outstanding certificate or certificates evidencing the stock so

sold, and shall make the same null and void and a new certificate

shall be issued by the association to the purchaser thereof.

Added by Laws 1978, c. 168, § 33, eff. July 1, 1979. Amended by

Laws 2000, c. 81, § 54, eff. Nov. 1, 2000.

§18-381.53d. Proceeds from assessment - Disposition.

The proceeds from any assessment, less the cost of any sales and

any forfeiture of delinquent stock, shall be credited to the

contingent reserve account.

Laws 1978, c. 168, § 34, eff. July 1, 1979.

§18-381.53e. Permits to sell stock - Application - Issue of permit

- Conditions - Amendment, alteration or revocation.

No association shall sell, offer for sale, negotiate for the

sale of or take subscriptions for, or issue any of its permanent

capital stock until it shall have first applied for and secured from

the State Banking Commissioner a permit authorizing it to do so.

Such application shall be in writing, be verified and be filed with

the Commissioner. In such application the association shall set

forth the names and addresses of its officers, the location of its

main office and branch offices, an itemized account of its financial

condition, the amount and character of its stock and shares, a copy

of any prospectus or advertisement or other description of its stock

to be distributed or published, a copy of all minutes of any

proceedings of its directors, members or stockholders relating to or

affecting the issue of such stock and such additional information

concerning the association, its condition and affairs as the

Commissioner may require. Upon the filing of such application it

shall be the duty of the Commissioner to examine it and the other

papers and documents filed therewith. If the Commissioner finds

that the proposed issue is such as will not mislead the public as to

the nature of the investment or will not work a fraud upon the

purchaser thereof, the Commissioner shall issue to the association a

permit authorizing it to issue and dispose of its stock in such

amounts as the Commissioner may in such permit provide. Otherwise,

Oklahoma Statutes - Title 18. Corporations

the Commissioner shall deny the application and notify the

association in writing of the decision. Every permit shall recite

in bold type that the issuance thereof is permissive only and does

not constitute a recommendation or endorsement of the stock

permitted to be issued. The Commissioner may impose conditions

requiring the impoundment of the proceeds from the sale of such

stock, limiting the expense in connection with the sale thereof, and

such other conditions as the Commissioner may deem reasonable and

necessary or advisable to insure the disposition of the proceeds

from the sale of such stock in the manner and for the purposes

provided in such permit. The Commissioner may, from time to time,

amend, alter or revoke any permit issued by the Commissioner or

temporarily suspend the rights of such association under such

permit. The Commissioner shall have the power to establish such

rules as may be reasonable or necessary to carry out the purposes

and provisions of this section.

Added by Laws 1978, c. 168, § 35, eff. July 1, 1979. Amended by

Laws 2000, c. 81, § 55, eff. Nov. 1, 2000.

§18-381.53f. Insurance.

All insured associations shall keep in force, at all times,

insurance covering their deposit accounts to the extent provided by

federal law.

Added by Laws 1978, c. 168, § 36, eff. July 1, 1979. Amended by

Laws 1990, c. 118, § 16, emerg. eff. April 23, 1990; Laws 2000, c.

81, § 56, eff. Nov. 1, 2000.