Okla. Stat. tit. 18, § 18-381.66a

Oklahoma-chartered bank - Vesting of property rights - Pending

actions - Conversion of mutual associations - Disposition of

preexisting reserves.

A. At an annual meeting or at any special meeting of the

members or stockholders called to consider such action, any

association may convert itself into a national banking association

pursuant to federal laws, or may convert itself into an Oklahoma-

chartered bank pursuant to the Oklahoma Banking Code, upon a

majority vote of the outstanding stock entitled to vote thereon or

upon a majority of the total number of votes of the members present

in person or by proxy. An association converting to a state-

chartered bank shall file with the State Banking Commissioner an

application which shall be the application prescribed in Section 305

of Title 6 of the Oklahoma Statutes. However, the applicant shall

not be required to provide evidence of need of granting authority to

convert. The applicant association shall follow the publication

requirements of Section 306.1 of Title 6 of the Oklahoma Statutes.

Issuance of a state bank charter to the converting association by

the Oklahoma Banking Board shall follow the prescribed procedure of

the Oklahoma Banking Code. There shall be filed with the

Commissioner a copy of the charter issued to such national banking

association by the Office of the Comptroller of the Currency or of

the certificate of authority issued to such Oklahoma-chartered bank

by the Oklahoma Banking Board. Upon the grant to any association of

a charter by the Office of the Comptroller of the Currency or of a

certificate of authority by the Oklahoma Banking Board, the

association receiving such charter or certificate of authority shall

cease to be an association incorporated by this state. Upon

conversion of any association into a national banking association or

Oklahoma-chartered bank, such national banking association or

Oklahoma-chartered bank shall be deemed to be a continuation of the

entity of the association so converted. All property of the

converted 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 any conceivable value or benefit then existing or

pertaining to it, or which would inure to it, shall immediately by

operation of law and without any conveyance or transfer and without

any further act or deed remain and be vested in and continue and be

the property of such national banking association or Oklahoma-

chartered bank into which the association has converted itself.

Such national banking association or Oklahoma-chartered bank 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

converting association, and such national banking association or

Oklahoma-chartered bank as of the time of the taking effect of such

Oklahoma Statutes - Title 18. Corporations Page 75

conversion shall continue to have and succeed to all the rights,

obligations and relations of the converting association. All

pending actions and other judicial proceedings to which the

converting association is a party shall not be deemed to have abated

or to have discontinued by reason of such conversion. Such pending

actions and other judicial proceedings may be prosecuted to final

judgment, order or decree in the same manner as if such conversion

into such national banking association or Oklahoma-chartered bank

had not been made. The national banking association or Oklahoma-

chartered bank resulting from such conversion may continue such

action in its corporate name as a national banking association or

Oklahoma-chartered bank, and any judgment, order or decree may be

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

against the converting association theretofore involved in such

judicial proceedings.
. The national banking association or Oklahoma-

chartered bank resulting from such conversion may continue such

action in its corporate name as a national banking association or

Oklahoma-chartered bank, and any judgment, order or decree may be

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

against the converting association theretofore involved in such

judicial proceedings.

B. In the case of a conversion of a mutual association to a

national banking association or Oklahoma-chartered bank, the members

of the mutual association, at the meeting at which conversion to a

national banking association or Oklahoma-chartered bank is voted

upon, shall also vote upon the directors who shall be the directors

of the national banking association or Oklahoma-chartered bank after

the conversion takes place. The directors shall file with the

Commissioner an application for conversion and a firm commitment

for, or evidence of, insurance of deposits and other accounts of a

withdrawable type by the Federal Deposit Insurance Corporation. The

Commissioner may refuse to approve the application if it has reason

to believe that the plan of conversion is not fair and equitable to

all of the members and that sufficient provision is not made to

protect the interests of the depositors of the prospective national

banking association or Oklahoma-chartered bank. Upon the approval

by the Commissioner and by the Office of the Comptroller of the

Currency or the Oklahoma Banking Board, the association shall cease

to be a mutual association.

C. The conversion of a mutual association into a national

banking association or Oklahoma-chartered bank 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 converting mutual

association shall receive a deposit account in the converted

national banking association or Oklahoma-chartered bank equal in

amount to the deposit account of such 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

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

conversion by the board of directors of such association;

Oklahoma Statutes - Title 18. Corporations Page 76

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. For this

purpose the term "associate" shall have the same meaning as in

Section 381.50 of this title;

4. The amount of stock of the converted national banking

association or Oklahoma-chartered bank to which a member is entitled

to subscribe shall be determined on the basis of the ratio of the

deposits of the 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 of the

converted national banking association or Oklahoma-chartered bank at

a price determined by the board of directors of the institution and

approved by the Commissioner or the Director of the Office of Thrift

Supervision, and scrip denoting fractional stock interests of less

than one share. However, no deposit account holder shall be

entitled to scrip representing fractional interests of less than

one-fifth (1/5) share of stock; and

5. In connection with a conversion, deposit account holders
d of directors of the institution and

approved by the Commissioner or the Director of the Office of Thrift

Supervision, and scrip denoting fractional stock interests of less

than one share. However, no deposit account holder shall be

entitled to scrip representing fractional interests of less than

one-fifth (1/5) 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.

D. In no case of conversion of a mutual association to a

national banking association or Oklahoma-chartered bank 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. The

reserves of the converted national banking association or Oklahoma-

chartered bank resulting from the conversion of a mutual association

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

of the Office of the Comptroller of the Currency or of the Federal

Deposit Insurance Corporation, respectively.