{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-381.66a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-381.66a","heading":"Conversion into national banking association or","body":"Oklahoma-chartered bank - Vesting of property rights - Pending\n\nactions - Conversion of mutual associations - Disposition of\n\npreexisting reserves.\n\nA. At an annual meeting or at any special meeting of the\n\nmembers or stockholders called to consider such action, any\n\nassociation may convert itself into a national banking association\n\npursuant to federal laws, or may convert itself into an Oklahoma-\n\nchartered bank pursuant to the Oklahoma Banking Code, upon a\n\nmajority vote of the outstanding stock entitled to vote thereon or\n\nupon a majority of the total number of votes of the members present\n\nin person or by proxy. An association converting to a state-\n\nchartered bank shall file with the State Banking Commissioner an\n\napplication which shall be the application prescribed in Section 305\n\nof Title 6 of the Oklahoma Statutes. However, the applicant shall\n\nnot be required to provide evidence of need of granting authority to\n\nconvert. The applicant association shall follow the publication\n\nrequirements of Section 306.1 of Title 6 of the Oklahoma Statutes.\n\nIssuance of a state bank charter to the converting association by\n\nthe Oklahoma Banking Board shall follow the prescribed procedure of\n\nthe Oklahoma Banking Code. There shall be filed with the\n\nCommissioner a copy of the charter issued to such national banking\n\nassociation by the Office of the Comptroller of the Currency or of\n\nthe certificate of authority issued to such Oklahoma-chartered bank\n\nby the Oklahoma Banking Board. Upon the grant to any association of\n\na charter by the Office of the Comptroller of the Currency or of a\n\ncertificate of authority by the Oklahoma Banking Board, the\n\nassociation receiving such charter or certificate of authority shall\n\ncease to be an association incorporated by this state. Upon\n\nconversion of any association into a national banking association or\n\nOklahoma-chartered bank, such national banking association or\n\nOklahoma-chartered bank shall be deemed to be a continuation of the\n\nentity of the association so converted. All property of the\n\nconverted association, including its rights, titles and interests in\n\nand to all property of whatever kind, whether real, personal or\n\nmixed, and things in action, and every right, privilege, interest\n\nand asset of any conceivable value or benefit then existing or\n\npertaining to it, or which would inure to it, shall immediately by\n\noperation of law and without any conveyance or transfer and without\n\nany further act or deed remain and be vested in and continue and be\n\nthe property of such national banking association or Oklahoma-\n\nchartered bank into which the association has converted itself.\n\nSuch national banking association or Oklahoma-chartered bank shall\n\nhave, hold and enjoy the same in its own right as fully and to the\n\nsame extent as the same was possessed, held and enjoyed by the\n\nconverting association, and such national banking association or\n\nOklahoma-chartered bank as of the time of the taking effect of such\n\nconversion shall continue to have and succeed to all the rights,\n\nobligations and relations of the converting association. All\n\npending actions and other judicial proceedings to which the\n\nconverting association is a party shall not be deemed to have abated\n\nor to have discontinued by reason of such conversion. Such pending\n\nactions and other judicial proceedings may be prosecuted to final\n\njudgment, order or decree in the same manner as if such conversion\n\ninto such national banking association or Oklahoma-chartered bank\n\nhad not been made. The national banking association or Oklahoma-\n\nchartered bank resulting from such conversion may continue such\n\naction in its corporate name as a national banking association or\n\nOklahoma-chartered bank, and any judgment, order or decree may be\n\nrendered for or against it which might have been rendered for or\n\nagainst the converting association theretofore involved in such\n\njudicial proceedings.\n. The national banking association or Oklahoma-\n\nchartered bank resulting from such conversion may continue such\n\naction in its corporate name as a national banking association or\n\nOklahoma-chartered bank, and any judgment, order or decree may be\n\nrendered for or against it which might have been rendered for or\n\nagainst the converting association theretofore involved in such\n\njudicial proceedings.\n\nB. In the case of a conversion of a mutual association to a\n\nnational banking association or Oklahoma-chartered bank, the members\n\nof the mutual association, at the meeting at which conversion to a\n\nnational banking association or Oklahoma-chartered bank is voted\n\nupon, shall also vote upon the directors who shall be the directors\n\nof the national banking association or Oklahoma-chartered bank after\n\nthe conversion takes place. The directors shall file with the\n\nCommissioner an application for conversion and a firm commitment\n\nfor, or evidence of, insurance of deposits and other accounts of a\n\nwithdrawable type by the Federal Deposit Insurance Corporation. The\n\nCommissioner may refuse to approve the application if it has reason\n\nto believe that the plan of conversion is not fair and equitable to\n\nall of the members and that sufficient provision is not made to\n\nprotect the interests of the depositors of the prospective national\n\nbanking association or Oklahoma-chartered bank. Upon the approval\n\nby the Commissioner and by the Office of the Comptroller of the\n\nCurrency or the Oklahoma Banking Board, the association shall cease\n\nto be a mutual association.\n\nC. The conversion of a mutual association into a national\n\nbanking association or Oklahoma-chartered bank shall be effected in\n\naccordance with a plan of conversion adopted by the members as\n\nprovided in this section and consistent with the other provisions of\n\nthis title. The plan shall provide that:\n\n1. Each deposit account holder in the converting mutual\n\nassociation shall receive a deposit account in the converted\n\nnational banking association or Oklahoma-chartered bank equal in\n\namount to the deposit account of such holder in the mutual\n\nassociation;\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 such 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. For this\n\npurpose the term \"associate\" shall have the same meaning as in\n\nSection 381.50 of this title;\n\n4. The amount of stock of the converted national banking\n\nassociation or Oklahoma-chartered bank to which a member is entitled\n\nto subscribe shall be determined on the basis of the ratio of the\n\ndeposits of the member with the association on the record date to\n\nthe total deposits of the association on the record date, as applied\n\nto the initial issuance of permanent capital stock. Each deposit\n\naccount holder as of the record date may receive warrants\n\nauthorizing the purchase of shares of permanent capital stock of the\n\nconverted national banking association or Oklahoma-chartered bank at\n\na price determined by the board of directors of the institution and\n\napproved by the Commissioner or the Director of the Office of Thrift\n\nSupervision, and scrip denoting fractional stock interests of less\n\nthan one share. However, no deposit account holder shall be\n\nentitled to scrip representing fractional interests of less than\n\none-fifth (1/5) share of stock; and\n\n5. In connection with a conversion, deposit account holders\nd of directors of the institution and\n\napproved by the Commissioner or the Director of the Office of Thrift\n\nSupervision, and scrip denoting fractional stock interests of less\n\nthan one share. However, no deposit account holder shall be\n\nentitled to scrip representing fractional interests of less than\n\none-fifth (1/5) share of stock; 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\nD. In no case of conversion of a mutual association to a\n\nnational banking association or Oklahoma-chartered bank 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. The\n\nreserves of the converted national banking association or Oklahoma-\n\nchartered bank resulting from the conversion of a mutual association\n\nshall be not less than the amount necessary to meet the requirements\n\nof the Office of the Comptroller of the Currency or of the Federal\n\nDeposit Insurance Corporation, respectively.","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":"7969dc83bfcfb44705cac10cd1d0fb387c0e70ef63ace360dd0318f224b119c0","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-381.66","next":"us-ok/okla.-stat.-tit.-18-18-381.66b"},"notice":"GroundRules: Original legal text. Not legal advice."}