Okla. Stat. tit. 71, § 71-1-411

condition, or limitation of registration.

A. If the Administrator finds that the order is in the public

interest and subsection D of this section authorizes the action, an

order issued under this act may deny an application, or may

condition or limit registration:

1. Of an applicant to be a broker-dealer, agent, investment

adviser, or investment adviser representative; and

2. If the applicant is a broker-dealer or investment adviser,

any partner, officer, or director, any person having a similar

status or performing similar functions, or any person directly or

indirectly controlling the broker-dealer or investment adviser.

B. If the Administrator finds that the order issued is in the

public interest and subsection D of this section authorizes the

action an order issued under this act may revoke, suspend,

condition, or limit the registration of a registrant and if the

registrant is a broker-dealer or investment adviser, any partner,

officer, or director, any person having a similar status or

Oklahoma Statutes - Title 71. Securities Page 55

performing similar functions, or any person directly or indirectly

controlling the broker-dealer or investment adviser. However, the

Administrator:

1. May not institute a revocation or suspension proceeding

under this subsection based on an order issued by another state that

is reported to the Administrator or designee later than one (1) year

after the date of the order on which it is based; and

2. Under subparagraphs a and b of paragraph 5 of subsection D

of this section may not issue an order on the basis of an order

under the state securities act of another state unless the other

order was based on conduct for which subsection D of this section

would authorize the action had the conduct occurred in this state.

C. If the Administrator finds that the order is in the public

interest and paragraphs 1 through 6, 8, 9, 10, 12 or 13 of

subsection D of this section authorizes the action, an order under

this act may censure, impose a bar, impose a civil penalty in an

amount not to exceed a maximum of Five Thousand Dollars ($5,000.00)

for a single violation or Two Hundred Fifty Thousand Dollars

($250,000.00) for multiple violations on a registrant, and/or

recover the costs of the investigation from a registrant and if the

registrant is a broker-dealer or investment adviser, from any

partner, officer, or director, any person having a similar function

or any person directly or indirectly controlling the broker-dealer

or investment adviser.

D. A person may be disciplined under subsections A through C of

this section if the person:

1. Has filed an application for registration in this state

under this act within the previous ten (10) years, which, as of the

effective date of registration or as of any date after filing in the

case of an order denying effectiveness, was incomplete in any

material respect or contained a statement that, in light of the

circumstances under which it was made, was false or misleading with

respect to a material fact;

2. Has willfully violated or willfully failed to comply with

this act or a rule adopted or order issued under this act within the

previous ten (10) years;

3. Has been convicted of any felony or within the previous ten
complete in any

material respect or contained a statement that, in light of the

circumstances under which it was made, was false or misleading with

respect to a material fact;

2. Has willfully violated or willfully failed to comply with

this act or a rule adopted or order issued under this act within the

previous ten (10) years;

3. Has been convicted of any felony or within the previous ten

(10) years has been convicted of a misdemeanor involving a security,

a commodity futures or option contract, or an aspect of a business

involving securities, commodities, investments, franchises,

insurance, banking, or finance;

4. Is enjoined or restrained by a court of competent

jurisdiction in an action instituted by the Administrator under this

act, a state, the Securities and Exchange Commission, or the United

States from engaging in or continuing an act, practice, or course of

business involving an aspect of a business involving securities,

Oklahoma Statutes - Title 71. Securities Page 56

commodities, investments, franchises, insurance, banking, or

finance;

5. Is the subject of an order, issued after notice and

opportunity for hearing by:

a. the securities, depository institution, insurance or

other financial services regulator of a state, or by

the Securities and Exchange Commission or other

federal agency denying, revoking, barring, or

suspending registration as a broker-dealer, agent,

investment adviser, federal covered investment

adviser, or investment adviser representative,

b. the securities regulator of a state or by the

Securities and Exchange Commission against a broker-

dealer, agent, investment adviser, investment adviser

representative, or federal covered investment adviser,

c. the Securities and Exchange Commission or by a self-

regulatory organization suspending, barring, canceling

or expelling the registrant from membership in a self-

regulatory organization,

d. a court adjudicating a United States Postal Service

fraud,

e. the insurance regulator of a state denying,

suspending, or revoking the registration of an

insurance agent, or

f. a depository institution regulator suspending or

barring a person from the banking or depository

institution business;

6. Is the subject of an adjudication or determination, after

notice and opportunity for hearing, by the Securities and Exchange

Commission, the Commodity Futures Trading Commission, the Federal

Trade Commission, a federal depository institution regulator, or a

depository institution, insurance, or other financial services

regulator of a state that the person willfully violated the

Securities Act of 1933, the Securities Exchange Act of 1934, the

Investment Advisers Act of 1940, the Investment Company Act of 1940,

or the Commodity Exchange Act, the securities or commodities law of

a state, or a federal or state law under which a business involving

investments, franchises, insurance, banking, or finance is

regulated;

7. Is insolvent, either because the person's liabilities exceed

the person's assets or because the person cannot meet the person's

obligations as they mature, but the Administrator may not enter an

order against an applicant or registrant under this paragraph

without a finding of insolvency as to the applicant or registrant;

8. Refuses to allow or otherwise impedes the Administrator from

conducting an audit or inspection under subsection D of Section 1-

410 of this title or refuses access to any registrant's office to

Oklahoma Statutes - Title 71. Securities Page 57

conduct an audit or inspection under subsection D of Section 1-410

of this title;

9. Has failed to reasonably supervise an agent, investment

adviser representative, or other individual, if the agent,

investment adviser representative, or other individual was subject

to the person's supervision and committed a violation of this act or

a rule adopted or order issued under this act within the previous

ten (10) years;
ection under subsection D of Section 1-410

of this title;

9. Has failed to reasonably supervise an agent, investment

adviser representative, or other individual, if the agent,

investment adviser representative, or other individual was subject

to the person's supervision and committed a violation of this act or

a rule adopted or order issued under this act within the previous

ten (10) years;

10. Has not paid the proper filing fee within thirty (30) days

after having been notified by the Administrator of a deficiency, but

the Administrator shall vacate an order under this paragraph when

the deficiency is corrected;

11. After notice and opportunity for a hearing, has been found

within the previous ten (10) years:

a. by a court of competent jurisdiction to have willfully

violated the laws of a foreign jurisdiction under

which the business of securities, commodities,

investment, franchises, insurance, banking or finance

is regulated,

b. to have been the subject of an order of a securities

regulator of a foreign jurisdiction denying, revoking,

or suspending the right to engage in the business of

securities as a broker-dealer, agent, investment

adviser, investment adviser representative or similar

person, or

c. to have been suspended or expelled from membership by

or participation in a securities exchange or

securities association operating under the securities

laws of a foreign jurisdiction;

12. Is the subject of a cease and desist order issued by the

Securities and Exchange Commission or issued under the securities,

commodities, investment, franchise, banking, finance or insurance

laws of a state;

13. Has engaged in dishonest or unethical practices in the

securities, commodities, investment, franchise, banking, finance or

insurance business within the previous ten (10) years; or

14. Is not qualified on the basis of factors such as training,

experience, and knowledge of the securities business. However, in

the case of an application by an agent for a broker-dealer that is a

member of a self-regulatory organization or by an individual for

registration as an investment adviser representative, a denial order

may not be based on this paragraph if the individual has

successfully completed all examinations required by subsection E of

this section. The Administrator may require an applicant for

registration under Section 1-402 or 1-404 of this title who has not

been registered in a state within the two (2) years preceding the

Oklahoma Statutes - Title 71. Securities Page 58

filing of an application in this state to successfully complete an

examination.

E. A rule adopted or order issued under this act may require

that an examination, including an examination developed or approved

by an organization of securities regulators, be successfully

completed by a class of individuals or all individuals. An order

issued under this act may waive, in whole or in part, an examination

as to an individual and a rule adopted under this act may waive, in

whole or in part, an examination as to a class of individuals if the

Administrator determines that the examination is not necessary or

appropriate in the public interest and for the protection of

investors.

F. The Administrator may summarily postpone an application or

summarily suspend a registration before final determination of an

administrative proceeding. Upon the issuance of the order, the

Administrator shall promptly notify each person subject to the order

that the order has been issued, the reasons for the action, and that

within fifteen (15) days after the receipt of a request in a record

from the person the matter will be scheduled for a hearing and such

hearing shall be commenced within fifteen (15) days of the matter

being set for hearing. If a hearing is not requested and none is

ordered by the Administrator, within thirty (30) days after the date

of service of the order, the order becomes final by operation of
n fifteen (15) days after the receipt of a request in a record

from the person the matter will be scheduled for a hearing and such

hearing shall be commenced within fifteen (15) days of the matter

being set for hearing. If a hearing is not requested and none is

ordered by the Administrator, within thirty (30) days after the date

of service of the order, the order becomes final by operation of

law. If a hearing is requested or ordered, the Administrator, after

notice of and opportunity for hearing to each person subject to the

order, may modify or vacate the order or extend the order until

final determination.

G. An order may not be issued under this section, except under

subsection F of this section, without:

1. Appropriate notice to the applicant or registrant;

2. Opportunity for hearing; and

3. Findings of fact and conclusions of law in a record in

accordance with the Administrative Procedures Act. If the person to

whom the notice is addressed does not request a hearing within

thirty (30) days after the date of service of the notice, a final

order as provided in subsection A, B or C of this section may be

issued.

H. A person who controls, directly or indirectly, a person not

in compliance with this section may be disciplined by order of the

Administrator under subsections A through C of this section to the

same extent as the noncomplying person, unless the controlling

person did not know, and in the exercise of reasonable care could

not have known, of the existence of conduct that is the basis for

discipline under this section.

I. The Administrator may not institute a proceeding under

subsection A, B or C of this section based solely on material facts

actually known by the Administrator unless an investigation or the

Oklahoma Statutes - Title 71. Securities Page 59

proceeding is instituted within one (1) year after the Administrator

actually knew the material facts.