Okla. Stat. tit. 6, § 6-312: Issuance of certificate of incorporation - Shareholders

meeting – Filing of verified application for certificate - Contents.

Within ninety (90) days after approval by the Board of an

application for authority to organize or any additional period

allowed by the Commissioner:

1. The proposed certificate of incorporation submitted to the

Commissioner with the application for authority to organize shall be

signed under oath by each of the organizers and submitted in

duplicate to the Commissioner. A copy thereof, duly approved by the

Commissioner, shall be filed with the Secretary of State by the

applicant. The Secretary of State shall issue a certificate in the

form provided by law for other corporations and the existence of

such bank or trust company shall date from the issuance of the

certificate of the Secretary of State; provided, it shall be a

criminal offense against this Code for a state bank or trust company

to perform any act other than to perfect its organization, obtain

and equip a place of business and otherwise prepare to do business

before receiving a certificate of authority to operate issued to it

by the Commissioner;

2. After the certificate of incorporation is received from the

Secretary of State, a meeting of the shareholders shall be held to

elect directors and adopt the bylaws. The bylaws adopted may be

amended by majority vote of the outstanding voting shares and the

bylaws may provide for amendment by the board of directors of any

provision other than those relating to the duties, term of office,

remuneration, reimbursement or indemnification of a director, and no

share shall be issued until the bank's capital has been paid in

full; and

3. After the first meeting of the shareholders and the board of

directors, the president, secretary or cashier shall file with the

Commissioner a verified application for certificate of authority.

The application shall contain:

a. a statement as to the amount of capital which the bank

has collected from subscribers to the bank's stock,

b. the name, address and business and professional

affiliations of each director and executive officer,

c. evidence of the character, financial responsibility

and ability of the managing officer,

d. the name and address of each shareholder and the

number of shares held by each,

e. the address at which the bank or trust company will

operate,

f. a statement that all of the bylaws adopted were

attached as an exhibit to the application for

authority to organize,

g. if a bank, a statement that an application for Federal

Deposit Insurance or for membership in the Federal

Reserve System has been approved, and

h. such other information as the Commissioner may require

to enable the Commissioner to determine whether a

certificate of authority should be issued.