Okla. Stat. tit. 18, § 18-381.66c

chartered banks into stock association - Approval by boards of

directors - Terms of agreement - Approval by Board - Approval by

stockholders.

A. Upon approval of the State Banking Commissioner, one or more

national banking associations or Oklahoma-chartered banks may be

merged with and into a stock association as hereafter prescribed,

except that the action by a constituent national banking association

shall be taken in the manner prescribed by and shall be subject to

any limitation or requirements imposed by any law of the United

States which shall govern the rights of its dissenting shareholders.

B. The board of directors of each constituent institution

shall, by a majority of the entire board, approve a merger agreement

which shall contain:

1. The name of each constituent institution and the location of

each office;

2. With respect to the resulting stock association the name and

the location of each proposed office, the name and residence of each

director to serve until the next annual meeting of the stockholders,

the name and residence of each officer, the amount of capital, the

number of shares and the par value of each share, whether preferred

stock is to be issued and the amount, terms and preferences and the

amendments to the certificate of incorporation and bylaws;

3. The terms for the exchange of shares of the constituent

institutions for the shares or other consideration of the resulting

stock association;

4. A statement that the merger and the merger agreement is

subject to approval by the Commissioner and by the stockholders of

each constituent institution;

5. Provisions governing the manner of disposing of the shares

of the resulting stock association not taken by dissenting

stockholders of the constituent institutions; and

6. Such other provisions as the Commissioner requires to enable

it to discharge its duties with respect to the merger.

C. After approval by the board of directors of each constituent

institution, the merger agreement shall be submitted to the

Commissioner for approval, together with a fee for review of the

Oklahoma Statutes - Title 18. Corporations Page 79

merger as required by rule of the Commissioner which shall be

deposited in the Oklahoma State Banking Department revolving fund

pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes,

certified copies of the authorizing resolutions of the several

boards of directors showing approval by a majority of the entire

board and evidence of proper action by the board of directors of any

constituent national banking association.

D. Without approval by the Commissioner, no asset shall be

carried on the books of the resulting stock association at a

valuation higher than that on the books of the constituent bank at

the time of the last examination by a state or national bank

examiner before the effective date of the merger.

E. Within thirty (30) days after receipt by the Commissioner of

the papers specified in subsection C of this section, the

Commissioner shall approve or disapprove the merger agreement. The

Commissioner shall approve the agreement 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;

2. The agreement provides an adequate capital structure

including surplus;

3. The agreement is fair; and

4. The merger is not contrary to the public interest. If the

Commissioner disapproves an agreement, the Commissioner shall state

all objections and give an opportunity to the constituent

institutions to amend the merger agreement to obviate such

objection.

F. Where the resulting stock association is not to exercise

trust powers, the Commissioner shall not approve a merger until

satisfied that adequate provision has been made for successors to

fiduciary positions held by constituent banks, and the manner of

succession of trust powers and successor trustees shall follow the
t

institutions to amend the merger agreement to obviate such

objection.

F. Where the resulting stock association is not to exercise

trust powers, the Commissioner shall not approve a merger until

satisfied that adequate provision has been made for successors to

fiduciary positions held by constituent banks, 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.

G. To be effective, a merger must be approved by the

stockholders of each constituent institution by a majority vote of

the outstanding voting stock at a meeting called to consider such

action, which vote shall constitute the adoption of the certificate

of incorporation and bylaws of the resulting stock association,

including the amendments set forth in the merger agreement.

H. The notice of the meeting of stockholders shall be given by

publication in a newspaper of general circulation in the place where

the main office of each constituent institution is located, at least

once a week for four (4) successive weeks, and by mail, at least

fifteen (15) days before the date of the meeting, to each

stockholder of record of each constituent institution at the address

of such stockholder on the books of the institution, who has not

Oklahoma Statutes - Title 18. Corporations Page 80

waived such notice in writing. No notice by publication need be

given if written waivers are received from the holders of a majority

of the outstanding shares of each class of voting stock.

I. At the effective time of the merger the charters of the

constituent institutions other than the resulting stock association

shall be deemed to be surrendered.

J. The resulting stock association shall be considered the same

business and corporate entity as each constituent bank with all of

the rights, powers, and duties of each constituent bank, except as

limited by the certificate of incorporation and bylaws of the

resulting stock association.

K. Any reference to any constituent bank in any writing,

whether executed or taking effect before or after the merger, shall

be deemed a reference to the resulting stock association if not

inconsistent with the other provisions of such writing.

L. If a constituent bank has assets which do not conform to the

requirements of state law for the resulting stock association, or if

there are business activities which are not permitted for the

resulting stock association, the Commissioner may permit a

reasonable time to conform with state law.

M. Rights of dissenting stockholders of a constituent bank

shall be those described in Section 1104 of Title 6 of the Oklahoma

Statutes.