Okla. Stat. tit. 71, § 71-1-601

Commission and Department of Securities.

A. The Administrator shall administer the Oklahoma Uniform

Securities Act of 2004.

B. There are hereby created the Oklahoma Securities Commission

and the Department of Securities. The Commission shall be the

policy making and governing authority of the Department, shall

appoint the Administrator and shall be responsible for the

enforcement of the Oklahoma Uniform Securities Act of 2004.

C. 1. The Commission shall consist of five (5) members,

including the State Banking Commissioner who shall serve as an ex

officio voting member. Four (4) members shall be appointed by the

Governor by and with the advice and consent of the Senate. One

member will be a member of the Oklahoma Bar Association appointed

from a list of five nominees submitted by the Oklahoma Bar

Association; one member shall be an active officer of a bank or

trust company operating in the State of Oklahoma appointed from a

list of five nominees submitted by the Oklahoma Bankers Association;

and one member shall be a certified public accountant appointed from

a list of five nominees submitted by the Oklahoma Society of

Certified Public Accountants; and one member shall be a resident of

this state actively engaged in the securities industry with the

qualifications set forth in paragraph 3 of this subsection.

2. Except for appointment of the member engaged in the

securities industry as provided for in subsection C of this section,

no person may be appointed to or by the Commission while such person

is registered as a broker-dealer, agent, investment adviser, or

investment adviser representative under the Oklahoma Uniform

Securities Act of 2004, or while he or she is an officer, director,

Oklahoma Statutes - Title 71. Securities Page 68

or partner of any person so registered, or while he or she is an

officer, director, or partner of an issuer which has a registration

statement effective under the Oklahoma Uniform Securities Act of

2004, or while he or she is occupying a similar status or performing

similar functions.

3. The member appointed as a representative of the securities

industry shall:

a. be currently registered as an agent, investment

adviser, or investment adviser representative under

the requirements of this title,

b. have at least ten (10) years of experience in the

industry immediately preceding appointment, and

c. have not been subject to a regulatory action requiring

disclosure on the uniform applications for

registration for agents, investment advisers, or

investment adviser representatives.

The member may be removed from office by the Governor when the

member has ceased to be qualified based on subparagraph a or c of

this paragraph.

4. It is unlawful for any member of the Commission, the

Administrator, or any other officer or employee of the Department to

use for personal benefit any information which is filed with or

obtained by the Administrator and which is not made public. No

provision of the Oklahoma Uniform Securities Act of 2004 authorizes

any member of the Commission, the Administrator or any other officer

or employee of the Department to disclose any such information

except among themselves or when necessary or appropriate in a

proceeding or investigation under the Oklahoma Uniform Securities

Act of 2004 or in connection with a proceeding or investigation

conducted by any state, federal or foreign law enforcement agency,

securities agency or self-regulatory organization. No provision of

the Oklahoma Uniform Securities Act of 2004 either creates or

derogates from any privilege which exists at common law or otherwise

when documentary or other evidence is sought under a subpoena

directed to any member of the Commission, the Administrator or any

other officer or employee of the Department.

5. Except on proof of corruption, no Commissioner shall for his

or her acts or failure to act be civilly liable to any investor,
2004 either creates or

derogates from any privilege which exists at common law or otherwise

when documentary or other evidence is sought under a subpoena

directed to any member of the Commission, the Administrator or any

other officer or employee of the Department.

5. Except on proof of corruption, no Commissioner shall for his

or her acts or failure to act be civilly liable to any investor,

applicant for registration, or any other person.

D. The Governor shall biennially appoint Commission members to

serve for a staggered term of six (6) years. Upon the expiration of

initial terms, the term of each member shall be six (6) years from

the date of his or her appointment and qualification, and until his

or her successor shall qualify. Vacancies shall be filled by the

Governor for the unexpired term. Members shall be eligible for

reappointment.

Oklahoma Statutes - Title 71. Securities Page 69

E. The Commission shall select a chair and is hereby authorized

to adopt rules for conducting its proceedings. Any three members

shall constitute a quorum for transacting Commission business. The

Commission shall meet bimonthly on such date as it may designate and

may meet at such other times as it may deem necessary, or when

called by the chair or by any two members. Complete minutes of each

meeting shall be kept and filed in the Department and shall be

available for public inspection during reasonable office hours. The

Commission shall report annually to the Governor, to the Speaker of

the House of Representatives and to the President Pro Tempore of the

Senate. The report shall contain the minutes of each meeting held

during the year, legislative recommendations, a summary of

violations of the Oklahoma Uniform Securities Act of 2004 and action

taken thereon, a list of securities registered under the Oklahoma

Uniform Securities Act of 2004 and such other data and information

as may be deemed necessary or appropriate. The Commission is hereby

authorized to publish such report, and the Administrator may sell

copies of such report at such price as is reasonably sufficient to

defray the expenses of the Department in preparing, publishing, and

disseminating the same. Each member of the Commission shall have

unrestricted access to all offices and records under the

jurisdiction of the Department. The Commission, or a majority

thereof, may exercise any power or perform any act authorized for

the Administrator under the provisions of the Oklahoma Uniform

Securities Act of 2004.

F. The Commission shall appoint a full-time Administrator, who

shall serve at the pleasure of the Commission. The Administrator

shall administer the Oklahoma Uniform Securities Act of 2004 under

the supervision of the Commission and in accordance with its

policies.

G. The Administrator shall be a person of good moral character,

at least thirty (30) years of age, a resident taxpayer of Oklahoma,

and thoroughly familiar with corporate organization, investment

banking, investment trusts, the sale of securities, and the

statistical details of the manufacturing industries and commerce of

this state. In addition, the Administrator shall:

1. Be a graduate of an accredited law school and a member of

the Oklahoma Bar Association, or shall have had ten (10) years’

experience as a certified public accountant; and

2. Have at least three (3) years’ work experience involving

some aspect of the securities industry. The Commission may also

require additional qualifications. The salary of the Administrator

shall be fixed by the Commission.

H. The Administrator, with the approval of the Commission, may

designate a Deputy Securities Administrator, who shall possess the

same qualifications, including bond, required for the Administrator

and who shall perform all the duties required to be performed by the

Oklahoma Statutes - Title 71. Securities Page 70

Administrator when the Administrator is absent or unable to act for

any reason.
. The Administrator, with the approval of the Commission, may

designate a Deputy Securities Administrator, who shall possess the

same qualifications, including bond, required for the Administrator

and who shall perform all the duties required to be performed by the

Oklahoma Statutes - Title 71. Securities Page 70

Administrator when the Administrator is absent or unable to act for

any reason.

I. Before assuming office, the Administrator shall give a bond

in the sum of Fifty Thousand Dollars ($50,000.00) payable to the

State of Oklahoma, to be approved by the Attorney General of the

State of Oklahoma, conditioned that he or she will faithfully

execute the duties of the office. The Administrator may by rule or

order require any employee of the Department to be bonded on the

same condition and in the same or such lesser amount as he or she

determines. The expense of all such bonds shall be paid from funds

available to the Department.

J. 1. The internal administrative organization of the

Department shall be determined by the Commission in such manner as

to promote the efficient and effective enforcement of the Oklahoma

Uniform Securities Act of 2004. The Department shall include, but

not be limited to, divisions relating to:

a. registration of broker-dealers, agents, investment

advisers, and investment adviser representatives,

b. registration of securities,

c. investigation and enforcement, and

d. investor education.

2. Within the division of investor education, the Department

may provide the following services at the discretion of the

Administrator:

a. informing investors of all rights and remedies

available under this act,

b. informing investors of the availability of private

dispute resolution, including arbitration and

mediation, as an alternative to other courses of

action,

c. acting as a liaison between investors and the other

divisions of the Department, and

d. acting as a liaison between investors and issuers of

securities, broker-dealers or investment advisers

subject to the jurisdiction of the Department under

this act.

Nothing in this subsection shall authorize any employee of the

Department to represent the interests of, or to serve as counsel

for, investors in any proceeding or action to include an

administrative or civil proceeding brought by the Department or the

Securities and Exchange Commission, a proceeding brought by the

Financial Industry Regulatory Authority, Inc., or an arbitration or

mediation proceeding. Further, no employee of the Department may

advise any person about the value of securities or as to the

advisability of investing in, purchasing or selling securities, or

as to the value or merits of pursuing a particular course of action.

Oklahoma Statutes - Title 71. Securities Page 71

3. Records of the division of investor education shall not be

exempt from the provisions of the Open Records Act and Section 1-607

of this title except as provided for in subparagraph 8 of paragraph

B of Section 1-607 of this title.

K. The Administrator shall prepare in writing a manual of

necessary employee positions for the Department, including job

classifications, personnel qualifications, duties, maximum and

minimum salary schedules, and other personnel information, which

shall be approved by the Commission. The Administrator may select,

appoint, and employ such attorneys, accountants, auditors,

examiners, investigators, clerks, and other personnel as he or she

deems necessary for the proper administration of the Oklahoma

Uniform Securities Act of 2004, and may fix their compensation and

the salary of the Deputy Administrator. The Deputy Administrator

and other employees of the Department shall serve at the pleasure of

the Administrator.

L. The Commission and the Securities Department shall be

assigned offices in Oklahoma City, Oklahoma, by the Office of

Management and Enterprise Services, and all records of the
form Securities Act of 2004, and may fix their compensation and

the salary of the Deputy Administrator. The Deputy Administrator

and other employees of the Department shall serve at the pleasure of

the Administrator.

L. The Commission and the Securities Department shall be

assigned offices in Oklahoma City, Oklahoma, by the Office of

Management and Enterprise Services, and all records of the

Commission and Department shall be kept in those offices, unless and

until transferred to the Records Management Division of the Oklahoma

Department of Libraries.

M. 1. Neither the Administrator nor any employee of the

Department, during their respective terms of employment, shall serve

as a director, officer, shareholder, member, partner, agent or

employee of any person who, during the period of such

Administrator’s or employee’s employment with the Department:

a. was licensed or applied for registration as a broker-

dealer, agent, investment adviser or investment

adviser representative under this act, or

b. applied for or secured the registration of securities

under the Oklahoma Uniform Securities Act of 2004.

2. Nothing in paragraph 1 of this subsection shall prohibit the

holding, purchasing or selling of any securities by the

Administrator or any employee of the Department in accordance with

regulations adopted by the Commission for the purpose of protecting

the public interest and avoiding conflicts of interest.

3. Nothing contained in paragraph 1 of this subsection shall

prohibit the holding, purchasing or selling of any securities of any

issuer described in subparagraph b of paragraph 1 of this subsection

of this section by the Administrator if either:

a. the Administrator together with his or her spouse, or

minor children, owns less than one percent (1%) of any

class of outstanding securities of any such issuer so

long as such securities are not purchased in an

initial public offering, or

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b. such securities are held or purchased through a

management account or trust administered by a bank or

trust company authorized to do business in this state

that has sole investment discretion regarding the

holding, purchasing or selling of such securities and

the Administrator or employee did not, directly or

indirectly, advise, counsel or command the holding,

purchasing or selling of any securities or furnish any

information relating to any such securities to such

bank or trust company and further, such account or

trust does not at any time have more than ten percent

(10%) of its total assets invested in the securities

of any one issuer or hold more than five percent (5%)

of the outstanding securities of any class of

securities of any one issuer.

N. The Oklahoma Uniform Securities Act of 2004 does not create

or diminish a privilege or exemption that exists at common law, by

statute or rule, or otherwise.

O. The Administrator may develop and implement investor

education initiatives to inform the public about investing in

securities, with particular emphasis on the prevention and detection

of securities fraud. In developing and implementing these

initiatives, the Administrator may collaborate with public and

nonprofit organizations with an interest in investor education. The

Administrator may accept a grant or donation from a person that is

not affiliated with the securities industry or from a nonprofit

organization, regardless of whether the organization is affiliated

with the securities industry, to develop and implement investor

education initiatives. This subsection does not authorize the

Administrator to require participation or monetary contributions of

a registrant in an investor education program.