2023 Oklahoma Statutes › Title 18. Corporations › §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 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 Oklahoma-chartered 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 Oklahoma-chartered 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.
C. If a converting national banking association or Oklahoma-chartered 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.