Okla. Stat. tit. 18, § 18-381.66b: Conversion of national banking association or

Oklahoma-chartered bank into stock association.

A. At an annual meeting or at any special meeting of the

stockholders called to consider such action, any national banking

association or Oklahoma-chartered bank may convert itself into a

stock association pursuant to this act upon a majority vote of the

outstanding stock entitled to vote thereon, and in compliance with

any federal laws, or provisions of the Oklahoma Banking Code,

applicable to such a transaction by the converting national banking

association or Oklahoma-chartered bank. Copies of the minutes of

the proceedings of such meeting of stockholders, verified by the

affidavit of the secretary or an assistant secretary, and verified

copies of the plan of conversion shall be filed for approval with

the State Banking Commissioner. At the meeting at which conversion

is voted upon, the stockholders shall also vote upon the directors

who shall be the directors of the state-chartered association after

conversion takes effect. Such directors then shall execute and file

an application for conversion, a proposed certificate of

incorporation and proposed bylaws, and the Commissioner shall, upon

approval, issue a certificate of authority, all as provided in this

act. The Commissioner shall approve the application for conversion

and issue a certificate of authority if it appears that:

1. The resulting stock association meets all of the

requirements of this act as to the formation of a new stock

association; and

2. The resulting stock association will have an adequate

capital structure including surplus. The association shall include

in the certificate of incorporation the following, as applicable:

"This association is incorporated by conversion from a national

banking association/Oklahoma-chartered bank." All of the directors

who are chosen for the association shall sign and acknowledge the

certificate of incorporation as the subscribers. The Commissioner

may provide, by regulation, for any additional procedure to be

followed by any such national banking association or Oklahoma-

chartered bank converting into an association under this act,

including the amount of the application fee to be paid to the

Oklahoma State Banking Department. All the provisions regarding

property and other rights and liabilities contained in Section

381.66a of this title shall apply, in reverse order, to the

conversion of a national banking association or Oklahoma-chartered

bank into an association incorporated under this act, so that the

state-chartered association shall be a continuation of the corporate

entity of the converting national banking association or Oklahoma-

chartered bank.

B. In connection with the review of the application for

conversion, the Commissioner may conduct an examination of the

converting institution, and such examination shall be paid for by

the converting institution according to the fees prescribed in

subsection D of Section 381.15 of this title for special

examinations. The deposit payable by the converting institution

pursuant to paragraph 5 of Section 381.16 of this title shall not be

a limitation on the examination fee payable by the converting

institution.

C. If a converting national banking association or Oklahoma-

chartered bank has assets which do not conform to the requirements

of state law for the converted state association, or there are

business activities which are not permitted for the converted state

association, the Commissioner may permit a reasonable time to

conform with state law.