Okla. Stat. tit. 18, § 18-381.74

A. Except as otherwise provided in this act, the State Banking

Commissioner may take possession of a state-chartered savings and

loan association, if the Commissioner determines that:

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1. The business of the association is being conducted in an

unlawful or unsound manner;

2. The association does not have funds available to pay all

withdrawals of savings deposits when due or is otherwise unable to

continue normal operations;

3. The examination of the association has been obstructed or

impeded; or

4. The association is operating in violation of provisions of

this act despite written notice to discontinue such violation.

B. 1. The Commissioner may take possession of any state-

chartered savings association by posting upon the premises of such

association a notice reciting that possession is being assumed

pursuant to the provisions of this section and stating when

possession shall be deemed effective. Possession may become

effective no earlier than the posting of the notice. A copy of the

notice shall be filed in the district court of the county where the

association is located. The Commissioner shall notify, if

applicable, the appropriate district offices of the Director of the

Office of Thrift Supervision and the Federal Deposit Insurance

Corporation of taking possession of the association.

2. a. Once possession is effective the Commissioner shall be

vested with the full and exclusive power of management

and control, including the power to:

(1) continue or discontinue the business of the

association,

(2) stop or limit the payment of the obligations of

the association,

(3) employ any necessary assistants, including legal

counsel,

(4) execute any instrument in the name of the

association as Commissioner in charge of

liquidation,

(5) commence, defend or conduct in the name of the

association any action or proceeding to which it

may be a party,

(6) enforce the liabilities of stockholders, officers

and directors of the association,

(7) terminate possession by restoring the assets of

the association to its board of directors, and

(8) reorganize or liquidate the association in

accordance with this act.

b. As soon as practicable after taking possession the

Commissioner shall make an inventory of the assets of

the association and file a copy thereof with the

district court where the notice of possession was

filed.

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3. While the Commissioner is in possession there shall be a

postponement of six (6) months after the effective date of

possession, of the date upon which any period of limitation fixed by

statute or agreement would otherwise expire on a claim or right of

action of the association, or upon which a review must be taken or a

pleading or other document must be filed by the association in any

pending action or proceeding.

4. a. The Commissioner, within two (2) days after taking

possession of a stock association, shall call a

special meeting of the stockholders to allow the

stockholders to retain the incumbent board of

directors or to elect a newly constituted board of

directors, who may represent the stockholders in the

liquidation proceedings and observe, assist and

protect the interests of the stockholders.

b. The board of directors of the association is

authorized to bring all necessary legal actions for

and on behalf of the stockholders and to pay

attorney's fees in a reasonable amount, if such action

benefits the liquidating account of the failed

association.

c. The board of directors, as authorized by the

stockholders, shall represent the stockholders in the

district court in which the notice of possession was

filed by the Commissioner, as to all matters affecting

the association.

5. The association shall continue to exist as a body corporate

for all purposes, except for the purpose of continuing the business
account of the failed

association.

c. The board of directors, as authorized by the

stockholders, shall represent the stockholders in the

district court in which the notice of possession was

filed by the Commissioner, as to all matters affecting

the association.

5. The association shall continue to exist as a body corporate

for all purposes, except for the purpose of continuing the business

for which the association was organized, and may function to assist

the Commissioner or to protect the stockholders' interests in the

assets of the liquidating account.

C. 1. If the Commissioner determines that an emergency exists

which may result in serious losses to the depositors of an

association, he may take possession of the association without a

prior hearing. Within ten (10) days after the Commissioner has

taken possession any interested person may appeal such action

pursuant to the provisions of Section 207 of Title 6 of the Oklahoma

Statutes.

2. If the Commissioner determines that liquidation of the

association is warranted, notice of such determination shall be

given to such directors, stockholders, depositors and creditors of

the association as the Commissioner may prescribe. The notice shall

be by restricted delivery to the directors and stockholders at their

last-known address as shown on the records of the association, and

notice to the depositors and creditors shall be published in a

newspaper of general circulation in the county where the main office

of such association is located. Any objection to such determination

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by a person directly affected thereby shall be appealed pursuant to

the provisions of Section 207 of Title 6 of the Oklahoma Statutes.

Unless within ten (10) days after the date of publication an order

is issued staying the liquidation or unless the Commissioner tenders

to the Federal Deposit Insurance Corporation the appointment as

liquidator pursuant to Section 381.77 of this title, the

Commissioner shall liquidate the association after providing a bond

executed by a surety company authorized to do business in this

state, for the benefit of the people of this state, for the faithful

discharge of the duties of the Commissioner in connection with such

liquidation and the accounting for all monies coming into the

possession of the Commissioner. The cost of such bond shall be paid

from the assets of the association. Suit may be maintained on such

bond by any person injured by a breach of the conditions thereof.

3. After the Commissioner takes possession of an association

pursuant to the provisions of this section, the stockholders thereof

may repair its credit, restore or substitute its reserves, and

otherwise improve its condition so that it is qualified to do a

general savings and loan business as provided for by law. Such

association shall not reopen its business until the Commissioner

issues written permission therefor after an investigation of the

affairs of the association and a determination that the board of

directors of the association has complied with all applicable laws,

that the association's credit and funds are in all respects

repaired, and its reserves restored or sufficiently substituted, and

that it again should be permitted to reopen for business. Written

permission to reopen to do a general savings and loan business shall

be issued in the same manner as is provided by law for granting

permission to do business after incorporation.

4. If the Commissioner determines that reorganization of the

association is warranted or if the Supreme Court, after staying the

liquidation of the association, orders such reorganization, the

Commissioner, after according a hearing to all interested persons,

shall enter an order proposing a reorganization plan. A copy of the

plan shall be sent to each depositor and creditor who will not

receive full payment of their claim under the plan, together with
association is warranted or if the Supreme Court, after staying the

liquidation of the association, orders such reorganization, the

Commissioner, after according a hearing to all interested persons,

shall enter an order proposing a reorganization plan. A copy of the

plan shall be sent to each depositor and creditor who will not

receive full payment of their claim under the plan, together with

notice that, unless the plan is disapproved, within fifteen (15)

days after the date of the mailing of the plan, in writing by

persons holding one-third (1/3) or more of the aggregate amount of

such claims, the Commissioner shall proceed to effect the

reorganization. A department, agency, or political subdivision of

this state holding a claim which will not be paid in full is

authorized to participate in the reorganization as any other

creditor.

5. a. Notwithstanding any other provision to the contrary,

the Commissioner, upon taking possession of an

association, may immediately liquidate said

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association without giving prior notice to the

directors, stockholders, depositors and creditors of

such association, if it is determined by order of the

district court where notice of possession was filed

that the immediate liquidation of the association is

necessary to protect the interests of the depositors

of the association and is otherwise in the public

interest.

b. In proceeding with the immediate liquidation of the

association, the Commissioner, in order to facilitate

the assumption of the deposit liabilities of the

closed insured association by another association, may

borrow monies from the Federal Deposit Insurance

Corporation and pledge some or all of the assets of

the closed insured association as security for such

borrowing or may sell some or all of the assets of the

closed insured association to the Federal Deposit

Insurance Corporation.

6. Once the Commissioner takes possession of an association for

purposes of liquidation, neither the ten-day periods provided by

subsection C of this section nor the pendency of any proceeding for

review of the action of the Commissioner shall operate to defer,

delay, impede or prevent the payment by the Federal Deposit

Insurance Corporation of the insured deposits of an insured

association.

7. The Commissioner shall make available to the Federal Deposit

Insurance Corporation such facilities in or of an insured

association and such books, records and other relevant data of the

insured association as may be necessary or appropriate to enable the

Federal Deposit Insurance Corporation to pay the insured deposits in

the insured association as provided in this subsection. The Federal

Deposit Insurance Corporation, its directors, officers, agents, and

employees, and the Commissioner, and the agents and employees of the

Commissioner, shall be free from any liability to the insured

association, its directors, stockholders, and creditors, for any

action relating to the payment of insured deposits.

D. No judgment, lien, or attachment shall be executed upon any

asset of the association while it is in the possession of the

Commissioner. The Commissioner, in connection with a liquidation or

reorganization may:

1. Vacate and void any lien or attachment, other than an

attorney's or mechanic's lien, obtained upon any asset of the

association during the Commissioner's possession or within four (4)

months prior to commencement thereof, except liens created by the

Commissioner while in possession; and

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2. Void any transfer of an asset of the association made after

or in contemplation of its insolvency with intent to effect a

preference.

E. The Commissioner may borrow money in the name of the

association and may pledge its assets as security for a loan.

F. All necessary and reasonable expenses of the Commissioner
r while in possession; and

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2. Void any transfer of an asset of the association made after

or in contemplation of its insolvency with intent to effect a

preference.

E. The Commissioner may borrow money in the name of the

association and may pledge its assets as security for a loan.

F. All necessary and reasonable expenses of the Commissioner

relating to the possession of an association and of its

reorganization or liquidation shall be defrayed from the assets of

the association. Compensation to liquidating agents and employees

shall not be in excess of amounts which such individuals would be

entitled to in their regular employment or for like services

rendered within the area of the insolvent association, and in no

event shall a liquidating agent be paid a monthly salary or wage

from the assets of the association in excess of the amount of the

monthly salary of the highest paid official of the insolvent

association. Any attorney's fee allowed to an attorney representing

the liquidating agent shall not exceed the reasonable amount charged

by other attorneys of similar competence for like services in

regular employment of an attorney in the area of the association.