Oklahoma § 18-381.62 - Voluntary liquidation

§ 18-381.62. Voluntary liquidation

A. With the approval of the State Banking Commissioner, an

association may liquidate and dissolve. The Commissioner may grant

such approval upon an application by an association after the

proposal to liquidate and dissolve has been approved by a vote of a

majority of the outstanding voting stock, in the case of a stock

association, or by a majority vote of the total number of votes of

the members present in person or by proxy, in the case of a mutual

association, at a meeting called for that purpose, and that after

giving effect to any proposed purchase of the assets of the

association and assumption of its liabilities as provided for in

Section 381.63a of this title the association will be solvent and

will have sufficient liquid assets to pay off any remaining

depositors and creditors immediately.

B. 1. Upon approval by the Commissioner, the association shall

immediately cease to do business, shall have only the powers

necessary to effect an orderly liquidation and shall proceed to pay

its depositors and creditors and to wind up its affairs.

2. Within thirty (30) days of the approval, the association

shall send a notice of liquidation by mail to each depositor,

creditor, person interested in funds held as a fiduciary, lessee of

a safe deposit box and a bailor of property at the address of such

person as shown on the books of the association. However, in the

case of all depositors, creditors, loan customers or lessees of safe

deposit boxes whose deposits, accounts or other contractual

arrangements with the association have been purchased or assumed as

provided for in Section 381.63a of this title, a notice of purchase

and assumption shall be sent by the purchaser in lieu of a notice of

liquidation by the liquidating association. The notice prepared by

the association shall be posted conspicuously on the premises of the

association and shall be given such publication as the Commissioner

may require. The purchaser or the liquidating association, as

applicable, shall send with each notice a statement of the amount

shown on the books to be the claim or liability of the depositor,

creditor or other customer. Each such notice shall demand that

claims of depositors and creditors, or corrected statements of

amounts owed by the customer, if the amount claimed or owed differs

from that stated in the notice, be filed with the notifying

institution before a specified date not earlier than sixty (60) days

thereafter in accordance with the procedure prescribed in the

notice. The notice prepared by the liquidating association shall

also demand that property held by the association as bailee or in a

Oklahoma Statutes - Title 18. Corporations

safe deposit box not taken over by a purchaser be withdrawn by the

person entitled thereto.

3. As soon after approval as may be practicable the association

shall resign all fiduciary positions and take such action as may be

necessary to settle its fiduciary accounts, 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.

4. Any safe deposit boxes which have not been taken over by a

purchaser, and the contents of which have not been removed within

thirty (30) days after demand, shall be opened. Sealed packages

containing the contents of such box, with a certificate of inventory

of contents, together with any other unclaimed property held by the

association as bailee and certified inventories thereof, shall be

transferred to the Commissioner who shall administer the property in

accordance with the provisions of the Uniform Unclaimed Property

Act.

5. The approval of an application for liquidation shall not

impair the right of a depositor or creditor whose account has not

been unconditionally assumed by a purchaser to be paid in full by

the liquidating association, and all lawful claims of remaining

creditors and depositors of the liquidating association shall

promptly be paid. The unearned portion of the rental of a safe

deposit box not taken over by a purchaser shall be returned to the

lessee.

6. Any assets remaining after the discharge of or adequate

provision for all obligations shall be distributed to the

stockholders or members in accordance with a plan of voluntary

liquidation filed with and approved by the Commissioner. No such

distribution shall be made before all claims of depositors and

creditors have been:

a.

assumed as provided for in Section 381.63a of this

title,

b.

provided for by the establishment of a reserve fund in

an amount approved by the Commissioner,

c.

paid by the liquidating association, or

d.

in the case of any disputed claim, provided for by

transmittal to the Commissioner of a sum adequate to

meet any liability that may be judicially determined.

C. Any unclaimed distribution to a stockholder, member or

depositor shall be held until ninety (90) days after the final

distribution and then transmitted to the Commissioner. Such

unclaimed funds shall be held by the Commissioner and administered

in accordance with the provisions of the Uniform Unclaimed Property

Act.

D. If the Commissioner finds that assets will be insufficient

for the full discharge of all obligations or that completion of the

Oklahoma Statutes - Title 18. Corporations

liquidation has been unduly delayed, the Commissioner may take

possession and complete the liquidation in the manner provided in

this act for involuntary liquidations.

E. The Commissioner may require reports of the progress of

liquidation. Whenever the Commissioner is satisfied that the

liquidation has been properly completed the Commissioner shall enter

an order of dissolution and recommend to the Secretary of State that

the association's certificate of incorporation be canceled, upon

receipt of which the Secretary of State shall cancel such

certificate.

Added by Laws 1970, c. 101, § 62, eff. June 1, 1970. Amended by

Laws 1978, c. 168, § 30, eff. July 1, 1979; Laws 1988, c. 65, § 31,

emerg. eff. March 25, 1988; Laws 1991, c. 331, § 49, eff. Sept. 1,

1991; Laws 1993, c. 183, § 60, eff. July 1, 1993; Laws 2000, c. 81,

§ 65, eff. Nov. 1, 2000.

§18-381.63a. Purchase and sale of assets and business of

association - Authorization and approval - Assumption of

certificates of deposit - Transfer of fiduciary positions.

A. Any association may sell to any other association, federal

association, national banking association or Oklahoma-chartered bank

all, or substantially all, of the selling association's assets and

business, or all, or substantially all, of the assets and business

of any department or branch of the selling association.

B. Any association, upon assuming the liabilities relating

thereto, may purchase all, or substantially all, of the assets and

business of another association, federal association, national

banking association or Oklahoma-chartered bank, or all, or

substantially all, of the assets and business of any department or

branch of the selling institution.

C. The agreement of purchase and sale shall be authorized and

approved by the boards of directors of the purchasing and selling

institutions, and authorized and approved by the vote of a majority

of the stockholders of the purchasing and selling institutions, or

by a majority vote of the total number of votes of the members

present in person or by proxy, in the case of mutual associations or

mutual federal associations, at meetings called for the purpose and

shall be filed with the State Banking Commissioner accompanied by

evidence of such stockholders' or members' approval in like manner

as plans of merger are filed. Copies of the agreement of purchase

and sale shall be filed with and subject to the approval of the

Commissioner, together with a fee for review of the transaction as

required by rule of the Commissioner, and shall be accompanied by

evidence of approval of such stockholders or members thereof in like

manner as agreements of merger are filed. After such approval is

given by the stockholders or members, a notice of such sale shall be

published once a week for two (2) successive weeks in a newspaper of

Oklahoma Statutes - Title 18. Corporations

general circulation in the county in which the selling institution

has its main office. Proof of such publication shall be filed with

the Commissioner. The Commissioner may permit the requirement for

publication of notice to be satisfied after the purchase and sale

becomes effective if the Commissioner determines that:

1. The selling institution is solvent, but either is close to

insolvency or is experiencing a run on deposits;

2. The terms of the agreement of purchase and sale are

essentially fair to the selling institution; and

3. The selling institution will remain solvent after the

purchase and sale.

D. Any deposit account which is unconditionally assumed by the

purchasing association pursuant to an agreement approved by the

Commissioner, and which, after a depositor's preexisting accounts at

the purchasing institution are added to the accounts assumed from

the selling institution, is fully covered by the Federal Deposit

Insurance Corporation insurance limits at the purchasing

institution, shall cease to be an obligation of the selling

institution after the purchase and sale becomes effective.

Notwithstanding any term of the purchase and sale agreement or of

the contract of deposit, a deposit account or other creditor's

account shall be deemed to be only conditionally assumed by the

purchasing institution if:

1. The amount of preexisting deposit accounts of a depositor at

the purchasing institution, together with accounts of that depositor

which are assumed from the selling institution, would exceed the

Federal Deposit Insurance Corporation insurance limits of such

purchasing institution; or

2. Claims of a depositor or other creditor against a selling

institution and loans of a depositor from the selling institution

are not simultaneously assumed by the purchasing institution so as

to preserve a right of set-off. Any depositor or creditor of the

selling institution whose business is conditionally sold has the

right, after such sale:

a.

upon payment of any indebtedness owing by the

depositor to the selling institution, to withdraw the

deposit in full from the selling institution on

demand, unless by dealing with the purchasing

institution with knowledge of the purchase the

depositor ratifies the transfer, or

b.

to exercise the right to set-off of the depositor,

unless by dealing with the purchasing institution with

knowledge of the purchase the depositor ratifies the

transfer.

E. The agreement of sale may provide for the transfer to the

purchasing institution of all fiduciary positions held by the

selling institution subject to the right of the district court of

Oklahoma Statutes - Title 18. Corporations

the county in which the selling institution is situated, on petition

of any interested party, to appoint another or succeeding fiduciary

to the positions so transferred. However, the provisions of the

instrument creating the fiduciary position shall control such

succession, if it so provides therein. Until such court appoints

another or succeeding fiduciary, the purchasing institution shall,

if it has qualified, exercise any fiduciary function vested in the

selling institution and the manner of succession of trust powers and

successor trustees shall follow the same procedure as set out in

subsection F of Section 1109 of Title 6 of the Oklahoma Statutes.

F. Except as provided for in subsection D of this section, no

right against or obligation of the selling institution in respect of

the assets or business sold shall be released or impaired by the

sale until one (1) year from the last date of publication of the

notice pursuant to subsection C of this section, but after the

expiration of such year no action can be brought against the selling

institution on account of any deposit, obligation, trust or asset

transferred to or liability assumed by the purchasing association.

Added by Laws 1988, c. 65, § 32, emerg. eff. March 25, 1988.

Amended by Laws 1990, c. 173, § 28, emerg. eff. May 3, 1990; Laws

2000, c. 81, § 66, eff. Nov. 1, 2000.

NOTE: Laws 1990, c. 118, § 21 repealed by Laws 1990, c. 337, § 26.