{"data":{"id":"us-ok/okla.-stat.-tit.-6-6-406","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 6, § 6-406","heading":"Amendments - Change of name - Change in location - Change","body":"in number and par value of shares - Bank's abandonment of trust\n\npowers - Right of dissent.\n\nA. Change of name. A bank or trust company, by majority vote\n\nof the outstanding voting stock, may upon written notice to and may\n\nafter obtaining approval by the Commissioner change its corporate\n\nname by appropriate amendment of its certificate of incorporation.\n\nB. Change in location. 1. An application to change a bank or\n\ntrust company's main office location must be authorized by majority\n\nvote of the outstanding voting stock. The application shall be\n\nsubmitted upon a form provided by the Commissioner, and shall\n\ncontain a copy of the resolution adopted by the stockholders at the\n\nstockholders' meeting authorizing the proposed change in location,\n\nand shall be verified by the president or secretary of the\n\ncorporation. An application fee in an amount provided by Board rule\n\nshall accompany the application.\n\n2. If the applicant bank's deposits are insured by the Federal\n\nDeposit Insurance Corporation, the Commissioner may condition the\n\napproval upon the approval of the Federal Deposit Insurance\n\nCorporation.\n\n3. The Commissioner may, in the discretion of the Commissioner,\n\napprove the application and authorize amendment of the certificate\n\nof incorporation.\n\nC. Change in number and par value of shares. Upon application\n\nof a bank or trust company authorized by a majority vote of the\n\noutstanding voting stock to amend its certificate of incorporation\n\nby changing the number or par value of shares, the Commissioner\n\nshall approve the application and authorize amendment unless the\n\nchange will inequitably affect the interest of any stockholders and\n\nthe bank or trust company does not have sufficient surplus and\n\nundivided profits to pay dissenting stockholders the fair value of\n\ntheir shares and have remaining adequate capital as determined by\n\nthe Commissioner.\n\nD. Bank's abandonment of trust powers. Upon application\n\napproved by majority vote of the outstanding voting stock\n\nauthorizing the abandonment of its trust powers, and upon compliance\n\nwith Section 1017 of this title, the Commissioner may, in the\n\ndiscretion of the Commissioner, approve the application and permit\n\namendment of the applicant's certificate of incorporation deleting\n\ntrust powers.\n\nE. Other amendments. The Commissioner may, in the discretion\n\nof the Commissioner, permit amendments to the applicant's\n\ncertificate of incorporation in addition to those specifically set\n\nforth in this section and in Section 405 of this title, if the\n\nCommissioner finds and determines the public and interested parties\n\nwould be served by the approval of such amendments.\n\nF. Right of dissent. Shareholders of banking corporations\n\nshall have the right of dissent to corporate action, in the same\n\nmanner as provided by Section 1104 of this title with respect to the\n\nadoption of the following type of amendments to the applicant's\n\ncertificate of incorporation:\n\n1. With respect to holders of a class of stock, a decrease in\n\nthe par value per share of the outstanding shares of such class of\n\nstock, or a reverse stock split that decreases the aggregate par\n\nvalue of a shareholder's total shares of the affected class of\n\nstock;\n\n2. A change of the main office location to a different town or\n\ncity;\n\n3. With respect to preferred shareholders, a conversion of\n\npreferred stock into common stock, other than in accordance with\n\nconversion features, if any, which were contained in the terms of\n\nthe preferred stock when it was originally issued; and\n\n4. With respect to preferred shareholders, any other amendment\n\nwhich would modify preferred stock to reduce the dividend rate, to\n\nmake cumulative dividends noncumulative, to reduce the redemption or\n\nliquidation price, to eliminate or adversely affect any conversion\n\nrights or to eliminate or diminish any voting rights related\n\nthereto.\nof\n\nthe preferred stock when it was originally issued; and\n\n4. With respect to preferred shareholders, any other amendment\n\nwhich would modify preferred stock to reduce the dividend rate, to\n\nmake cumulative dividends noncumulative, to reduce the redemption or\n\nliquidation price, to eliminate or adversely affect any conversion\n\nrights or to eliminate or diminish any voting rights related\n\nthereto.\n\nThe provisions of this subsection shall not apply to\n\ntransactions which are subject to dissenters' rights as provided by\n\nSections 1104 and 1109 of this title. Shareholders of banking\n\ncorporations shall also be entitled to appraisal rights granted with\n\nrespect to any type of transaction pursuant to the provisions of the\n\nOklahoma General Corporation Act, except for transactions subject to\n\ndissenters' rights as provided by the provisions of this section and\n\nSections 1104 and 1109 of this title.","path":["OK Code","Title 6"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os6.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"c368e0353fe5eeb3a00307bad87789df24cd9b0d504835b4bdde0876ccb818f9","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-6-6-405.2","next":"us-ok/okla.-stat.-tit.-6-6-407"},"notice":"GroundRules: Original legal text. Not legal advice."}