Okla. Stat. tit. 18, § 18-381.50

stock association.

A. Any mutual association may become a deposit-type association

and any mutual association may become a stock association by

adoption of a resolution by a majority of the votes cast in person

or by proxy specially executed for that meeting within ninety (90)

days prior to the meeting at an annual meeting or at any special

meeting of its members, and by adoption of an appropriate amended

certificate of incorporation and bylaw provisions consistent with

this act, and in the case of conversions from mutual to stock form,

upon approval of the conversion by the State Banking Commissioner,

and if applicable, the Director of the Office of Thrift Supervision.

Copies of the resolution to become a deposit association and/or

stock association pursuant to this act and of the amended

certificate of incorporation and bylaw amendments, certified by the

secretary or president of the association, shall be filed with the

Commissioner. Upon approval by the Commissioner, the Commissioner

shall file a copy of such approved resolution with the Secretary of

State, and the association shall be qualified to accept deposit

accounts and issue permanent capital stock in accordance with this

act from and after the effective date stated in the resolution. In

no case of conversion of a mutual to a stock association 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.

B. At the meeting at which conversion to a stock association is

voted upon, the members of the mutual association shall also vote

upon the directors who shall be the directors of the stock

association after conversion takes effect. The directors shall

execute and file with the Commissioner an amended certificate of

incorporation as provided for in Section 381.17 of this title,

together with an application for conversion, a fee to be set by the

Commissioner, and if the association intends to be an insured

association, a firm commitment for, or evidence of, insurance of

its deposit accounts by the Federal Deposit Insurance Corporation.

The Commissioner may refuse to approve the application and decline

to issue a charter and file the amended certificate of incorporation

if there is reason to believe that the plan of conversion is not

fair and equitable to all the members and that sufficient provision

is not made to protect the interests of the depositors of the

prospective capital stock association. Upon the approval by the

Oklahoma Statutes - Title 18. Corporations Page 53

Commissioner of the application for conversion and the amended

certificate of incorporation and the issuance of a charter, the

association shall cease to be a mutual association. Upon the

conversion of a mutual association, the legal existence of the

association shall not terminate but the stock association shall be a

continuation of the entity of the mutual association and all

property of the mutual 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 every conceivable value or benefit then

existing or pertaining to it, or which would inure to it,

immediately by act of law and without any conveyance or transfer and

without any further act or deed shall remain and vest in the stock

association into which the mutual association has converted itself.

The stock association 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 mutual association. The stock association

as of the time and the taking effect of the conversion shall

continue to have and succeed to all the rights, obligations and

relations of the mutual association. All pending actions and other
f.

The stock association 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 mutual association. The stock association

as of the time and the taking effect of the conversion shall

continue to have and succeed to all the rights, obligations and

relations of the mutual association. All pending actions and other

judicial proceedings to which the mutual association is a party

shall not be abated or discontinued by reason of the conversion but

may be prosecuted to final judgment, order or decree in the same

manner as if the conversion had not been made and the stock

association resulting from the conversion may continue the actions

in its corporate name. Any judgment, order or decree may be

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

against the mutual association theretofore involved in the judicial

proceedings.

C. If the association will be an insured association, approval

by the Commissioner shall be contingent upon the converting

association either having insurance of its deposit accounts by the

Federal Deposit Insurance Corporation, or by the association making

a bona fide application for insurance of deposit accounts, and upon

acceptance and approval of such application by the corporation.

D. The conversion of a state mutual association into a stock

association 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 mutual association shall

receive a withdrawable account in the stock association equal in

amount to the withdrawable account of the deposit account 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

Oklahoma Statutes - Title 18. Corporations Page 54

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

conversion by the board of directors of the association;

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. The term

"associate" of a person shall mean parents, spouse, sisters,

brothers, children or anyone married to one of the foregoing

persons, any corporation of which the person is an officer, director

or owner of more than ten percent (10%) of the outstanding voting

securities, any trust of which such person is a trustee or

substantial beneficiary, and any partnership of which such person is

a general or limited partner;

4. The amount of stock to which a member is entitled shall be

determined on the basis of the ratio of deposits of such 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 at a price determined by the board of

directors of the institution and approved by the Commissioner and by

the Director of the Office of Thrift Supervision, and scrip denoting

fractional stock interests of less than one share, provided,

however, that no deposit account holder shall be entitled to scrip

representing fractional interests of less than one-fifth 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
tional stock interests of less than one share, provided,

however, that no deposit account holder shall be entitled to scrip

representing fractional interests of less than one-fifth 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.

E. If the association is an insured association, the reserves

of a stock association resulting from the conversion of a mutual

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

requirements of the Federal Deposit Insurance Corporation.