Okla. Stat. tit. 6, § 6-405: Increase or decrease of capital stock - Procedure -

Reduction of capital stock - Surrender of certificate.

A. Increase or decrease of capital stock; procedure. Any bank

or trust company authorized to conduct a banking business under the

laws of the State of Oklahoma may at any time increase or reduce its

capital stock, after such change has been approved by the

Commissioner and by a majority vote of the outstanding voting stock.

1. After the increase or decrease of capital stock has been

authorized at a regular shareholders' meeting or a special

shareholders' meeting called for that purpose, the president or

secretary of the bank or trust company shall prepare a certificate

in the form prescribed by the Commissioner containing a copy of the

resolution, as passed by a majority vote of the outstanding voting

stock, authorizing the increase or decrease of capital stock. Such

certificate shall be verified by oath of the president or secretary

of the corporation and forthwith transmitted to the Commissioner.

2. Upon receipt of such certificate, the Commissioner may, in

the discretion of the Commissioner, authorize the increase or

decrease of the capital stock of the corporation. The Commissioner,

after such increase or decrease has been authorized and approved,

shall thereupon issue a certificate showing the amount to which the

capital stock has been increased or decreased by authority of the

resolution, as certified by the Commissioner.

3. No bank or trust company shall issue any certificate of

stock under any increase of capital until the whole amount of such

increase has been fully paid either in cash or by transfer from

undivided profits.

B. Reduction of capital stock; surrender of certificate.

Whenever the capital stock of any bank or trust company is reduced,

every shareholder, owner or holder of any stock certificate shall

surrender the same for cancellation and shall be entitled to receive

a new certificate for that portion of the stock remaining in force

after the reduction has been made. Any stock certificate which is

not surrendered for cancellation and reissue, under any decrease of

capital stock, shall be null and void as to the amount represented

by the decrease. No dividends shall be paid to any shareholder

until the old certificate has been surrendered and canceled.