Okla. Stat. tit. 6, § 6-710

Voting trusts - Preemptive rights - Examination of stockbook.

A. Stockholders' meetings.

1. An annual meeting of shareholders shall be held for the

election of directors on a date and at a time designated by or in

the manner provided for in the bylaws. Any other proper business

may be transacted at the annual meeting.

Additional meetings shall be held as may be provided in the

bylaws.

2. Notice shall be mailed at least ten (10) days before a

meeting to every person who was a stockholder of record twenty (20)

days before the date of the meeting or at such longer period as may

be provided in the bylaws. Such notice shall be mailed to the

stockholder's address on the records of the bank. No business shall

be transacted at a special meeting which is not specified in the

notice thereof or necessary or proper in connection with, or

incidental to, the business specified.

3. If any meeting of the shareholders be adjourned to another

time or place, no notice as to such adjourned meeting need be given

other than by announcement at the meeting at which such adjournment

is taken, unless otherwise provided in the bylaws; provided,

however, that in the event such meeting be adjourned for thirty (30)

days or more, notice of the adjourned meeting shall be given as in

the case of an original meeting.

4. Notice of the time, place and purpose of any meeting of

shareholders, whether required by this Code, by the certificate of

incorporation, or by the bylaws, may be waived in writing by any

shareholder or by the attendance of the shareholder at such meeting.

Such waiver may be given before or after the meeting, and shall be

filed with the secretary or entered upon the records of the meeting.

5. The holders of a majority of the outstanding voting shares,

or their authorized representatives, shall constitute a quorum. In

the absence of a quorum, a meeting may be adjourned from time to

time without notice to the stockholders.

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 90

B. Voting - Cumulative voting - Bank or trust company may not

vote own shares - Exceptions. Except on the election of directors,

when cumulative voting is provided for in the certificate of

incorporation or as it may be amended, each share of common stock

shall have one vote which may be cast by the owner of record on the

record date, or the proxy of the owner, whether or not the owner of

record has the beneficial interest therein. The bank or trust

company may not vote shares which it holds in any capacity other

than as fiduciary.

C. Proxies. Each shareholder entitled to vote at a meeting of

shareholders or to express consent or dissent to corporation action

in writing without a meeting may authorize another person or persons

to act for the shareholder by written proxy, but no such proxy shall

be voted or acted upon after three (3) years from its date, unless

the proxy provides for a longer period.

D. Voting trust - Board approval required. No shares deposited

under a voting trust agreement shall be voted by the trustee unless

the agreement has been approved by the Board. Approval shall be

withheld, or, if previously granted, revoked whenever it appears

that the existence of the trust would tend to reduce competition

among lending institutions or to affect adversely the character or

competence of the management or the bank's policies or operating

procedures. In the absence of such approval, the record owner may

vote the owner's share. No shares held by a licensed securities

broker, or by any person, firm or corporation acting for such broker

or who is an owner, employee, associate shareholder or partner of a

licensed securities broker, shall be directly or indirectly voted

unless the bank's bylaws expressly authorized the voting of such

broker held shares.

E. Preemptive rights of shareholders. All voting shares of

capital stock of any bank or trust company shall vest preemptive
person, firm or corporation acting for such broker

or who is an owner, employee, associate shareholder or partner of a

licensed securities broker, shall be directly or indirectly voted

unless the bank's bylaws expressly authorized the voting of such

broker held shares.

E. Preemptive rights of shareholders. All voting shares of

capital stock of any bank or trust company shall vest preemptive

rights to subscribe for any additional shares or any obligations

convertible into shares to be allotted or used by such bank or trust

company unless specifically negated by the original certificate of

incorporation or unless the rights have been specifically waived at

the time of authorization of new offering. Any amendment to the

certificate of incorporation to remove preemptive rights must be

made pursuant to unanimous approval by the shareholders of the bank.

The preemptive rights of shareholders shall not extend to fractional

shares.

F. Examination of stockbook. The stockbook and the minutes of

stockholders' meeting shall be available for examination by a

stockholder of the corporation at the principal place of business

during business hours.