Okla. Stat. tit. 6, § 6-714

A. The board of directors of a bank shall meet at least once

every month and the board of directors of a trust company shall meet

at least once every quarter. However, the Commissioner may

prescribe circumstances, which if satisfied by a bank, will permit

the bank's board of directors to meet no less often than once every

two months. If the Commissioner permits a board of directors to

meet less often than monthly, any requirement in this title or in

the rules of the Oklahoma Administrative Code for monthly reviews by

the board shall be interpreted to mean review at each meeting of the

board of directors. Board members of the bank may participate in

such meetings by teleconference, video conference, or other means by

which any board member not physically present at a meeting location

may vote and otherwise participate in the meeting and be aware of

all communication and business being transacted at the meeting at

the same time as it occurs. The State Banking Commissioner, a

director or an executive officer may call a special meeting. A

majority of the board of directors shall constitute a quorum. The

board shall keep minutes of each meeting, including a record of

attendance and a record of all votes of the directors that would be

pertinent to the business of the bank, to any officer, or to any

stockholder. A copy of the minutes of each meeting of the board of

directors shall be furnished to the Commissioner upon request. A

copy shall be signed by the chairman of the board or the secretary

to the board and retained at the bank. The minutes may be

transmitted to the Commissioner electronically.

B. The board of directors of each bank shall review at least

monthly and the board of directors of each trust company shall

review at least quarterly written reports prepared by the president

or other officer of the corporation setting forth such transactions

occurring during the calendar month or quarter, as appropriate,

preceding the meeting as the Commissioner shall require by

appropriate regulations.

C. The board of directors of every bank and trust company shall

examine, at least once in each calendar year at intervals of not

more than fifteen (15) months, all the affairs of the corporation

including the character and value of investments and loans, the

efficiency of operating procedures and such other matters as the

Commissioner may require. However, upon request by a bank or trust

company, the Commissioner may allow the examination called for by

this subsection to occur at intervals less frequent than called for

in this subsection or may condition the requirement of such

examination upon the occurrence of some event. A report of the

examination shall be submitted promptly to the Commissioner and

Oklahoma Statutes - Title 6. Banks and Trust Companies Page 96

shall embody such information as the Commissioner requires. The

board of directors may provide that such examination shall be

conducted by a committee of not less than three directors, by

certified public accountants, or by independent auditors responsible

only to the board of directors. Such examination shall be made when

practicable without the assistance of the executive officers of the

bank or trust company. Such report of examination shall be reviewed

by the directors at the next meeting of the board of directors.

D. A bank authorized to exercise trust powers shall not accept

or voluntarily relinquish a fiduciary account without approval or

ratification of the board of directors or of a committee of officers

or directors designated by the board to perform this function, but

the board of directors or the committee may prescribe general rules

governing acceptance or relinquishment of fiduciary accounts, and

action taken by an officer in accordance with these rules is

sufficient approval. Any committee so designated shall keep minutes

of its meetings and report at each monthly meeting of the board of
r directors designated by the board to perform this function, but

the board of directors or the committee may prescribe general rules

governing acceptance or relinquishment of fiduciary accounts, and

action taken by an officer in accordance with these rules is

sufficient approval. Any committee so designated shall keep minutes

of its meetings and report at each monthly meeting of the board of

directors all action taken since the previous meeting of the board.

The board of directors shall designate one or more committees of not

less than three qualified officers or directors to supervise the

investment of fiduciary funds. No investment shall be made,

retained or disposed of without the approval of a committee to which

the bank has delegated investment or review responsibility. The

committee, in making investment decisions, shall be subject to the

provisions of the Oklahoma Uniform Prudent Investor Act. The

committee shall keep minutes of its meetings and shall report at

each monthly meeting of the board of directors its conclusions on

all questions.

E. Every official communication directed by the Commissioner or

any examiner to any bank or trust company or to any officer thereof,

relating to an investigation or examination conducted by the

Department or containing suggestions or recommendations as to the

conduct of the business of the bank or trust company, shall be

submitted by the officer receiving it to the board of directors at

the next meeting of the board and duly noted in the minutes of the

meeting of the board in such form and in such manner as may be

prescribed and directed by the Commissioner. No officer of any bank

or trust company shall fail to comply with this subsection.