{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-381.66b","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-381.66b","heading":"Conversion of national banking association or","body":"Oklahoma-chartered bank into stock association.\n\nA. At an annual meeting or at any special meeting of the\n\nstockholders called to consider such action, any national banking\n\nassociation or Oklahoma-chartered bank may convert itself into a\n\nstock association pursuant to this act upon a majority vote of the\n\noutstanding stock entitled to vote thereon, and in compliance with\n\nany federal laws, or provisions of the Oklahoma Banking Code,\n\napplicable to such a transaction by the converting national banking\n\nassociation or Oklahoma-chartered bank. Copies of the minutes of\n\nthe proceedings of such meeting of stockholders, verified by the\n\naffidavit of the secretary or an assistant secretary, and verified\n\ncopies of the plan of conversion shall be filed for approval with\n\nthe State Banking Commissioner. At the meeting at which conversion\n\nis voted upon, the stockholders shall also vote upon the directors\n\nwho shall be the directors of the state-chartered association after\n\nconversion takes effect. Such directors then shall execute and file\n\nan application for conversion, a proposed certificate of\n\nincorporation and proposed bylaws, and the Commissioner shall, upon\n\napproval, issue a certificate of authority, all as provided in this\n\nact. The Commissioner shall approve the application for conversion\n\nand issue a certificate of authority if it appears that:\n\n1. The resulting stock association meets all of the\n\nrequirements of this act as to the formation of a new stock\n\nassociation; and\n\n2. The resulting stock association will have an adequate\n\ncapital structure including surplus. The association shall include\n\nin the certificate of incorporation the following, as applicable:\n\n\"This association is incorporated by conversion from a national\n\nbanking association/Oklahoma-chartered bank.\" All of the directors\n\nwho are chosen for the association shall sign and acknowledge the\n\ncertificate of incorporation as the subscribers. The Commissioner\n\nmay provide, by regulation, for any additional procedure to be\n\nfollowed by any such national banking association or Oklahoma-\n\nchartered bank converting into an association under this act,\n\nincluding the amount of the application fee to be paid to the\n\nOklahoma State Banking Department. All the provisions regarding\n\nproperty and other rights and liabilities contained in Section\n\n381.66a of this title shall apply, in reverse order, to the\n\nconversion of a national banking association or Oklahoma-chartered\n\nbank into an association incorporated under this act, so that the\n\nstate-chartered association shall be a continuation of the corporate\n\nentity of the converting national banking association or Oklahoma-\n\nchartered bank.\n\nB. In connection with the review of the application for\n\nconversion, the Commissioner may conduct an examination of the\n\nconverting institution, and such examination shall be paid for by\n\nthe converting institution according to the fees prescribed in\n\nsubsection D of Section 381.15 of this title for special\n\nexaminations. The deposit payable by the converting institution\n\npursuant to paragraph 5 of Section 381.16 of this title shall not be\n\na limitation on the examination fee payable by the converting\n\ninstitution.\n\nC. If a converting national banking association or Oklahoma-\n\nchartered bank has assets which do not conform to the requirements\n\nof state law for the converted state association, or there are\n\nbusiness activities which are not permitted for the converted state\n\nassociation, the Commissioner may permit a reasonable time to\n\nconform with state law.","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":"dce1c0b28d0bdc07919858c85f1156d9fbede97036febc007954dff63ce4bcde","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-381.66a","next":"us-ok/okla.-stat.-tit.-18-18-381.66c"},"notice":"GroundRules: Original legal text. Not legal advice."}