Okla. Stat. tit. 6, § 6-1202

A. Possession of Commissioner - Hearing. Except as otherwise

provided in this Code, only the State Banking Commissioner may take

possession of a bank, if, after a hearing before the Banking Board,

the Board shall find:

1. That it is insolvent;

2. The bank's capital is impaired, and has not been corrected

as provided in Section 220 of this title, or is otherwise in an

unsound condition;

3. The bank's business is being conducted in an unlawful or

unsound manner;

4. The bank is unable to continue normal operations; or

5. That examination of the bank has been obstructed or impeded.

B. Notice of possession - Powers and duties of Commissioner -

Tolling of limitations.

1. The Commissioner shall take possession by posting upon the

premises a notice reciting that the Commissioner is assuming

possession pursuant to this Code and the time, not earlier than the

posting of the notice, when the Commissioner's possession shall be

deemed to commence. A copy of the notice shall be filed in the

district court in the county in which the institution is located.

Provided, if the Federal Deposit Insurance Corporation is appointed

as liquidator pursuant to the provisions of Section 1205 of this

title, such notice shall not be filed. When notice of possession is

not required to be filed in the district court, references in

Article XII of this title to additional filings, notices, orders, or

approvals, except approvals by the Board of the Commissioner’s

actions, shall not apply to the Commissioner’s possession or to the

liquidation by the Federal Deposit Insurance Corporation. The

Commissioner shall notify the Federal Reserve Bank of the district

of taking possession of any state bank which is a member of the

Federal Reserve System, and shall notify the Federal Deposit

Insurance Corporation of taking possession of any state bank which

is a member of the Federal Deposit Insurance Corporation.

2. When the Commissioner has taken possession of a state bank,

the Commissioner shall be vested with the full and exclusive power

of management and control, including the power to continue or to

discontinue the business, to stop or to limit the payment of its

obligations, to employ any necessary assistants, including legal

counsel, to execute any instrument in the name of the bank as

Commissioner of Banking in charge of liquidation, to commence,

defend and conduct in its name any action or proceeding to which it

may be a party, to enforce the liabilities of the stockholders,

officers and directors, to terminate the Commissioner's possession

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 161

by restoring the assets of the bank to its board of directors and to

reorganize or liquidate the bank in accordance with the Code. As

soon as practicable after taking possession the Commissioner shall

make an inventory of the assets and file a copy thereof with the

court in which the notice of possession was filed.

3. When the Commissioner is in possession and while the

Commissioner's possession continues there shall be a postponement

until six (6) months after such taking, 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 bank, or upon which a

review must be taken or a pleading or other document must be filed

by the bank in any pending action or proceeding.

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

possession, call and give five (5) days' notice by mail to

stockholders of the bank at their last-known address of a special

meeting for the purpose of allowing the stockholders to designate

the board of directors as the representative of the stockholders or

to allow the election of a new board of directors if the

stockholders should so determine. Such board of directors are

authorized to represent the stockholders in the liquidation

procedures herein, to observe, assist and protect the interest of
ss of a special

meeting for the purpose of allowing the stockholders to designate

the board of directors as the representative of the stockholders or

to allow the election of a new board of directors if the

stockholders should so determine. Such board of directors are

authorized to represent the stockholders in the liquidation

procedures herein, to observe, assist and protect the interest of

the stockholders.

a. The board of directors of the bank are authorized to

bring all necessary legal actions for and on behalf of

the stockholders and to pay attorney's fee in a

reasonable amount, if such action benefits the

liquidating account of the insolvent bank.

b. The board of directors, as authorized by the

stockholders, shall represent the stockholders in the

district court in which the notice of possession has

been filed by the Commissioner, as to all matters

affecting the bank.

5. The corporate entity of the bank shall continue to exist and

may function for all purposes, except as to the assets of and

activities as a banking institution under a charter, and may

function to assist the Commissioner or to protect the stockholders'

interest in the assets of the liquidating account.

C. Omission of hearing - Application to vacate possession -

Liquidation - Notice thereof - Objection - Bond of Commissioner -

Reorganization - Immediate liquidation of state banks.

1. If in the opinion of the Commissioner an emergency exists

which may result in serious losses to the depositors, the

Commissioner may take possession of a state bank without a prior

hearing. Unless liquidation of the bank has been tendered to the

Federal Deposit Insurance Corporation, within ten (10) days after

the Commissioner has taken possession any interested person may file

an application with the Board for an order vacating such possession.

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 162

The Board shall grant the application if it finds that the action of

the Commissioner was unwarranted or without sufficient cause.

2. If the Commissioner shall determine to liquidate the bank,

the Commissioner shall give such notice of the Commissioner's

determination to the directors, stockholders, depositors and

creditors as the Board may prescribe. Such notice shall be by

restricted delivery to the directors and stockholders at their last-

known address as shown on the records of the bank and notice to the

depositors and creditors shall be published in a legal newspaper

published in the city or town where such bank is located, or if

there be no legal newspaper published in such city or town then in a

legal newspaper having the greatest paid circulation within such

city or town. Any objection to such determination by a person

directly affected shall be filed with the Board within ten (10) days

after such notice is mailed or published. Unless within ten (10)

days thereafter the Board issues an order staying the liquidation or

unless the Board directs the Commissioner to tender to the Federal

Deposit Insurance Corporation the appointment as liquidator under

this section, the Commissioner shall proceed to liquidate the

institution, upon first providing a bond executed by some surety

company authorized to do business in this state, running to the

people of the State of Oklahoma, which meets with the approval of

the Board, for the faithful discharge of the duties of the

Commissioner, in connection with such liquidation and the accounting

for all monies coming into the hands of the Commissioner. The cost

of such bond shall be paid from the assets of the bank. Suit may be

maintained on such bond by any person injured by a breach of

conditions thereof.

3. After the Commissioner shall have taken possession of any

bank which is subject to the provisions of this act, the

stockholders thereof may repair its credit, restore or substitute

its reserves, and otherwise place it in condition so that it is
such bond shall be paid from the assets of the bank. Suit may be

maintained on such bond by any person injured by a breach of

conditions thereof.

3. After the Commissioner shall have taken possession of any

bank which is subject to the provisions of this act, the

stockholders thereof may repair its credit, restore or substitute

its reserves, and otherwise place it in condition so that it is

qualified to do a general banking business as before it was taken

possession of by the Commissioner; but such bank shall not be

permitted to reopen its business until the Commissioner, after a

careful investigation of its affairs, is of the opinion that its

stockholders have complied with the laws, that the bank's credit and

funds are in all respects repaired, and its reserve restored or

sufficiently substituted, and that it should be permitted again to

reopen for business; whereupon the Commissioner is authorized to

issue written permission for reopening of the bank in the same

manner as permission to do business is granted after the

incorporation thereof, and thereupon the bank may be reopened to do

a general banking business.

4. If the Commissioner determines to reorganize the bank or if

the Board, after staying its liquidation, orders such

reorganization, the Commissioner, after according a hearing to all

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 163

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 payment of the claim of the depositor

or creditor in full under the plan, together with notice that,

unless within fifteen (15) days the plan is disapproved in writing

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

of such claims, the Commissioner will 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 as any other creditor.

5. Notwithstanding any other provision of this chapter, the

Commissioner, upon taking possession of a state bank, may

immediately proceed to liquidate the bank, without giving prior

notice to the directors, stockholders, depositors and creditors, if

it is determined by order of the court in which notice of possession

has been filed that:

a. the actions of the Commissioner have the approval of

the Board, and

b. the immediate liquidation of the bank is necessary to

protect the interests of its depositors and is

otherwise in the public interest.

In the proceeding with the immediate liquidation of the bank as

aforesaid, the Commissioner, in order to facilitate the assumption

of the deposit liabilities of the closed bank by another bank, may

borrow moneys from the Federal Deposit Insurance Corporation and

pledge some or all of the assets of the closed bank as security for

such borrowing or the Commissioner may sell some or all of the

assets of the closed bank to the Federal Deposit Insurance

Corporation. When notice of possession has not been filed in the

district court, the provisions of this paragraph are satisfied by an

order of the Board approving the actions of the Commissioner and an

order of the Board directing the appointment of the Federal Deposit

Insurance Corporation as liquidator.

6. When the Commissioner has taken possession of a state bank

for the purpose of liquidation, neither the ten-day periods provided

by paragraphs 1 and 2 of this subsection nor the pendency of any

proceeding for review of the Commissioner's action shall operate to

defer, delay, impede or prevent the payment by the Federal Deposit

Insurance Corporation of the insured deposits in the bank.

The Commissioner shall make available to the Federal Deposit

Insurance Corporation such facilities in or of the bank and such

books, records and other relevant data of the bank as may be
ndency of any

proceeding for review of the Commissioner's action shall operate to

defer, delay, impede or prevent the payment by the Federal Deposit

Insurance Corporation of the insured deposits in the bank.

The Commissioner shall make available to the Federal Deposit

Insurance Corporation such facilities in or of the bank and such

books, records and other relevant data of the bank as may be

necessary or appropriate to enable the Federal Deposit Insurance

Corporation to pay the insured deposits as aforesaid, and the

Federal Deposit Insurance Corporation, its directors, officers,

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

of the Commissioner, shall be free from any liability to the bank,

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 164

its directors, stockholders and creditors, for any action taken in

connection herewith.

D. Execution upon bank assets prohibited - Vacation of liens

and transfer of assets.

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

asset of the bank while it is in the possession of the Commissioner.

Upon the election of the Commissioner in connection with a

liquidation or reorganization:

a. any lien or attachment, other than an attorney's or

mechanic's lien, obtained upon any asset of the bank

during the Commissioner's possession or within four

(4) months prior to commencement thereof shall be

vacated and voided except liens created by the

Commissioner while in possession, and

b. any transfer of an asset of the bank made after or in

contemplation of its insolvency with intent to effect

a preference shall be voided.

2. The provisions of this subsection shall not be construed to

authorize the Commissioner to vacate or void any lien or attachment

obtained by a Federal Reserve Bank upon any asset of the bank or to

void any transfer of an asset of the bank to such Federal Reserve

Bank.

E. Power to borrow money and pledge bank's assets. With the

approval of the Board, the Commissioner may borrow money in the name

of the bank and may pledge its assets as security for the loan.

F. Commissioner's expenses - Payable out of bank's assets. All

necessary and reasonable expenses of the Commissioner's possession

of a bank and of its reorganization or liquidation shall be defrayed

from the assets thereof, including but not limited to any necessary

fees or other expenses incurred through the office of the county

clerk. Compensation to liquidating agents and employees must 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 bank, and in no event shall a liquidating

agent be paid a monthly salary or wage from the assets of the bank

in excess of the amount of the monthly salary of the highest-paid

official of the insolvent bank. The attorney's fee allowed to an

attorney representing the liquidating agent shall not exceed the

amount for like services in regular employment of an attorney in the

area of the bank.