Okla. Stat. tit. 18, § 18-381.53a

- 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 Page 56

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.