{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-381.66c","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-381.66c","heading":"Merger of national banking associations or Oklahoma-","body":"chartered banks into stock association - Approval by boards of\n\ndirectors - Terms of agreement - Approval by Board - Approval by\n\nstockholders.\n\nA. Upon approval of the State Banking Commissioner, one or more\n\nnational banking associations or Oklahoma-chartered banks may be\n\nmerged with and into a stock association as hereafter prescribed,\n\nexcept that the action by a constituent national banking association\n\nshall be taken in the manner prescribed by and shall be subject to\n\nany limitation or requirements imposed by any law of the United\n\nStates which shall govern the rights of its dissenting shareholders.\n\nB. The board of directors of each constituent institution\n\nshall, by a majority of the entire board, approve a merger agreement\n\nwhich shall contain:\n\n1. The name of each constituent institution and the location of\n\neach office;\n\n2. With respect to the resulting stock association the name and\n\nthe location of each proposed office, the name and residence of each\n\ndirector to serve until the next annual meeting of the stockholders,\n\nthe name and residence of each officer, the amount of capital, the\n\nnumber of shares and the par value of each share, whether preferred\n\nstock is to be issued and the amount, terms and preferences and the\n\namendments to the certificate of incorporation and bylaws;\n\n3. The terms for the exchange of shares of the constituent\n\ninstitutions for the shares or other consideration of the resulting\n\nstock association;\n\n4. A statement that the merger and the merger agreement is\n\nsubject to approval by the Commissioner and by the stockholders of\n\neach constituent institution;\n\n5. Provisions governing the manner of disposing of the shares\n\nof the resulting stock association not taken by dissenting\n\nstockholders of the constituent institutions; and\n\n6. Such other provisions as the Commissioner requires to enable\n\nit to discharge its duties with respect to the merger.\n\nC. After approval by the board of directors of each constituent\n\ninstitution, the merger agreement shall be submitted to the\n\nCommissioner for approval, together with a fee for review of the\n\nmerger as required by rule of the Commissioner which shall be\n\ndeposited in the Oklahoma State Banking Department revolving fund\n\npursuant to Section 211.1 of Title 6 of the Oklahoma Statutes,\n\ncertified copies of the authorizing resolutions of the several\n\nboards of directors showing approval by a majority of the entire\n\nboard and evidence of proper action by the board of directors of any\n\nconstituent national banking association.\n\nD. Without approval by the Commissioner, no asset shall be\n\ncarried on the books of the resulting stock association at a\n\nvaluation higher than that on the books of the constituent bank at\n\nthe time of the last examination by a state or national bank\n\nexaminer before the effective date of the merger.\n\nE. Within thirty (30) days after receipt by the Commissioner of\n\nthe papers specified in subsection C of this section, the\n\nCommissioner shall approve or disapprove the merger agreement. The\n\nCommissioner shall approve the agreement 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;\n\n2. The agreement provides an adequate capital structure\n\nincluding surplus;\n\n3. The agreement is fair; and\n\n4. The merger is not contrary to the public interest. If the\n\nCommissioner disapproves an agreement, the Commissioner shall state\n\nall objections and give an opportunity to the constituent\n\ninstitutions to amend the merger agreement to obviate such\n\nobjection.\n\nF. Where the resulting stock association is not to exercise\n\ntrust powers, the Commissioner shall not approve a merger until\n\nsatisfied that adequate provision has been made for successors to\n\nfiduciary positions held by constituent banks, and the manner of\n\nsuccession of trust powers and successor trustees shall follow the\nt\n\ninstitutions to amend the merger agreement to obviate such\n\nobjection.\n\nF. Where the resulting stock association is not to exercise\n\ntrust powers, the Commissioner shall not approve a merger until\n\nsatisfied that adequate provision has been made for successors to\n\nfiduciary positions held by constituent banks, and the manner of\n\nsuccession of trust powers and successor trustees shall follow the\n\nsame procedure as set out in Section 1018 of Title 6 of the Oklahoma\n\nStatutes.\n\nG. To be effective, a merger must be approved by the\n\nstockholders of each constituent institution by a majority vote of\n\nthe outstanding voting stock at a meeting called to consider such\n\naction, which vote shall constitute the adoption of the certificate\n\nof incorporation and bylaws of the resulting stock association,\n\nincluding the amendments set forth in the merger agreement.\n\nH. The notice of the meeting of stockholders shall be given by\n\npublication in a newspaper of general circulation in the place where\n\nthe main office of each constituent institution is located, at least\n\nonce a week for four (4) successive weeks, and by mail, at least\n\nfifteen (15) days before the date of the meeting, to each\n\nstockholder of record of each constituent institution at the address\n\nof such stockholder on the books of the institution, who has not\n\nwaived such notice in writing. No notice by publication need be\n\ngiven if written waivers are received from the holders of a majority\n\nof the outstanding shares of each class of voting stock.\n\nI. At the effective time of the merger the charters of the\n\nconstituent institutions other than the resulting stock association\n\nshall be deemed to be surrendered.\n\nJ. The resulting stock association shall be considered the same\n\nbusiness and corporate entity as each constituent bank with all of\n\nthe rights, powers, and duties of each constituent bank, except as\n\nlimited by the certificate of incorporation and bylaws of the\n\nresulting stock association.\n\nK. Any reference to any constituent bank in any writing,\n\nwhether executed or taking effect before or after the merger, shall\n\nbe deemed a reference to the resulting stock association if not\n\ninconsistent with the other provisions of such writing.\n\nL. If a constituent bank has assets which do not conform to the\n\nrequirements of state law for the resulting stock association, or if\n\nthere are business activities which are not permitted for the\n\nresulting stock association, the Commissioner may permit a\n\nreasonable time to conform with state law.\n\nM. Rights of dissenting stockholders of a constituent bank\n\nshall be those described in Section 1104 of Title 6 of the Oklahoma\n\nStatutes.","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":"7c89e7b951260916c152a26aa79266f9231315a389de49ffaeb7e9d712f3595a","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-381.66b","next":"us-ok/okla.-stat.-tit.-18-18-381.66d"},"notice":"GroundRules: Original legal text. Not legal advice."}