{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-381.50","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-381.50","heading":"Requirements to become deposit-type association or","body":"stock association.\n\nA. Any mutual association may become a deposit-type association\n\nand any mutual association may become a stock association by\n\nadoption of a resolution by a majority of the votes cast in person\n\nor by proxy specially executed for that meeting within ninety (90)\n\ndays prior to the meeting at an annual meeting or at any special\n\nmeeting of its members, and by adoption of an appropriate amended\n\ncertificate of incorporation and bylaw provisions consistent with\n\nthis act, and in the case of conversions from mutual to stock form,\n\nupon approval of the conversion by the State Banking Commissioner,\n\nand if applicable, the Director of the Office of Thrift Supervision.\n\nCopies of the resolution to become a deposit association and/or\n\nstock association pursuant to this act and of the amended\n\ncertificate of incorporation and bylaw amendments, certified by the\n\nsecretary or president of the association, shall be filed with the\n\nCommissioner. Upon approval by the Commissioner, the Commissioner\n\nshall file a copy of such approved resolution with the Secretary of\n\nState, and the association shall be qualified to accept deposit\n\naccounts and issue permanent capital stock in accordance with this\n\nact from and after the effective date stated in the resolution. In\n\nno case of conversion of a mutual to a stock association shall any\n\nreserves existing at the time of such conversion ever inure to the\n\nbenefit of the permanent capital stock, but shall be maintained as\n\nreserves in accordance with directions of the Commissioner.\n\nB. At the meeting at which conversion to a stock association is\n\nvoted upon, the members of the mutual association shall also vote\n\nupon the directors who shall be the directors of the stock\n\nassociation after conversion takes effect. The directors shall\n\nexecute and file with the Commissioner an amended certificate of\n\nincorporation as provided for in Section 381.17 of this title,\n\ntogether with an application for conversion, a fee to be set by the\n\nCommissioner, and if the association intends to be an insured\n\nassociation, a firm commitment for, or evidence of, insurance of\n\nits deposit accounts by the Federal Deposit Insurance Corporation.\n\nThe Commissioner may refuse to approve the application and decline\n\nto issue a charter and file the amended certificate of incorporation\n\nif there is reason to believe that the plan of conversion is not\n\nfair and equitable to all the members and that sufficient provision\n\nis not made to protect the interests of the depositors of the\n\nprospective capital stock association. Upon the approval by the\n\nCommissioner of the application for conversion and the amended\n\ncertificate of incorporation and the issuance of a charter, the\n\nassociation shall cease to be a mutual association. Upon the\n\nconversion of a mutual association, the legal existence of the\n\nassociation shall not terminate but the stock association shall be a\n\ncontinuation of the entity of the mutual association and all\n\nproperty of the mutual association, including its rights, titles and\n\ninterests in and to all property of whatever kind, whether real,\n\npersonal or mixed, and things in action, and every right, privilege,\n\ninterest and asset of every conceivable value or benefit then\n\nexisting or pertaining to it, or which would inure to it,\n\nimmediately by act of law and without any conveyance or transfer and\n\nwithout any further act or deed shall remain and vest in the stock\n\nassociation into which the mutual association has converted itself.\n\nThe stock association shall have, hold and enjoy the same in its own\n\nright as fully and to the same extent as the same was possessed,\n\nheld and enjoyed by the mutual association. The stock association\n\nas of the time and the taking effect of the conversion shall\n\ncontinue to have and succeed to all the rights, obligations and\n\nrelations of the mutual association. All pending actions and other\nf.\n\nThe stock association shall have, hold and enjoy the same in its own\n\nright as fully and to the same extent as the same was possessed,\n\nheld and enjoyed by the mutual association. The stock association\n\nas of the time and the taking effect of the conversion shall\n\ncontinue to have and succeed to all the rights, obligations and\n\nrelations of the mutual association. All pending actions and other\n\njudicial proceedings to which the mutual association is a party\n\nshall not be abated or discontinued by reason of the conversion but\n\nmay be prosecuted to final judgment, order or decree in the same\n\nmanner as if the conversion had not been made and the stock\n\nassociation resulting from the conversion may continue the actions\n\nin its corporate name. Any judgment, order or decree may be\n\nrendered for or against it which might have been rendered for or\n\nagainst the mutual association theretofore involved in the judicial\n\nproceedings.\n\nC. If the association will be an insured association, approval\n\nby the Commissioner shall be contingent upon the converting\n\nassociation either having insurance of its deposit accounts by the\n\nFederal Deposit Insurance Corporation, or by the association making\n\na bona fide application for insurance of deposit accounts, and upon\n\nacceptance and approval of such application by the corporation.\n\nD. The conversion of a state mutual association into a stock\n\nassociation shall be effected in accordance with a plan of\n\nconversion adopted by the members as provided in this section and\n\nconsistent with the other provisions of this title. The plan shall\n\nprovide that:\n\n1. Each deposit account holder in the mutual association shall\n\nreceive a withdrawable account in the stock association equal in\n\namount to the withdrawable account of the deposit account holder in\n\nthe mutual association;\n\n2. A record date for determining deposit account holders\n\nentitled to purchase stock shall be established which is not less\n\nthan ninety (90) days prior to the date of adoption of the plan of\n\nconversion by the board of directors of the association;\n\n3. Officers, directors and employees of the association and\n\ntheir associates shall forego any participation in the initial\n\ndistribution of permanent capital stock to the extent that any such\n\nperson increased the account of such person by more than Twenty\n\nThousand Dollars ($20,000.00) during the six (6) months preceding\n\nthe record date established pursuant to this section. The term\n\n\"associate\" of a person shall mean parents, spouse, sisters,\n\nbrothers, children or anyone married to one of the foregoing\n\npersons, any corporation of which the person is an officer, director\n\nor owner of more than ten percent (10%) of the outstanding voting\n\nsecurities, any trust of which such person is a trustee or\n\nsubstantial beneficiary, and any partnership of which such person is\n\na general or limited partner;\n\n4. The amount of stock to which a member is entitled shall be\n\ndetermined on the basis of the ratio of deposits of such member with\n\nthe association on the record date to the total deposits of the\n\nassociation on the record date, as applied to the initial issuance\n\nof permanent capital stock. Each deposit account holder as of the\n\nrecord date may receive warrants authorizing the purchase of shares\n\nof permanent capital stock at a price determined by the board of\n\ndirectors of the institution and approved by the Commissioner and by\n\nthe Director of the Office of Thrift Supervision, and scrip denoting\n\nfractional stock interests of less than one share, provided,\n\nhowever, that no deposit account holder shall be entitled to scrip\n\nrepresenting fractional interests of less than one-fifth share of\n\nstock; and\n\n5. In connection with a conversion, deposit account holders\n\nshall have a preemptive right to purchase such permanent capital\n\nstock for a period of not less than fourteen (14) days from the date\ntional stock interests of less than one share, provided,\n\nhowever, that no deposit account holder shall be entitled to scrip\n\nrepresenting fractional interests of less than one-fifth share of\n\nstock; and\n\n5. In connection with a conversion, deposit account holders\n\nshall have a preemptive right to purchase such permanent capital\n\nstock for a period of not less than fourteen (14) days from the date\n\nthe offer to sell permanent capital stock is made.\n\nE. If the association is an insured association, the reserves\n\nof a stock association resulting from the conversion of a mutual\n\nassociation shall be not less than the amount necessary to meet the\n\nrequirements of the Federal Deposit Insurance Corporation.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"92a40e119105ffb962908a44bd9105d734da570a1476b23364354863790eeec1","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-381.5","next":"us-ok/okla.-stat.-tit.-18-18-381.51"},"notice":"GroundRules: Original legal text. Not legal advice."}