§ 381.66c. Merger of national banking associations or Oklahoma-chartered banks into stock assoc...
Oklahoma Statutes AnnotatedTitle 18. Corporations
18 Okl.St.Ann. § 381.66c
§ 381.66c. Merger of national banking associations or Oklahoma-chartered banks into stock association--Approval by boards of directors--Terms of agreement--Approval by Board--Approval by stockholders
A. Upon approval of the State Banking Commissioner, one or more national banking associations or Oklahoma-chartered banks may be merged with and into a stock association as hereafter prescribed, except that the action by a constituent national banking association shall be taken in the manner prescribed by and shall be subject to any limitation or requirements imposed by any law of the United States which shall govern the rights of its dissenting shareholders.
2. With respect to the resulting stock association the name and the location of each proposed office, the name and residence of each director to serve until the next annual meeting of the stockholders, the name and residence of each officer, the amount of capital, the number of shares and the par value of each share, whether preferred stock is to be issued and the amount, terms and preferences and the amendments to the certificate of incorporation and bylaws;
C. After approval by the board of directors of each constituent institution, the merger agreement shall be submitted to the Commissioner for approval, together with a fee for review of the merger as required by rule of the Commissioner which shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes, certified copies of the authorizing resolutions of the several boards of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any constituent national banking association.
1. The resulting stock association meets all of the requirements of this act1 as to the formation of a new stock association;
F. Where the resulting stock association is not to exercise trust powers, the Commissioner shall not approve a merger until satisfied that adequate provision has been made for successors to fiduciary positions held by constituent banks, and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in Section 1018 of Title 6 of the Oklahoma Statutes.
G. To be effective, a merger must be approved by the stockholders of each constituent institution by a majority vote of the outstanding voting stock at a meeting called to consider such action, which vote shall constitute the adoption of the certificate of incorporation and bylaws of the resulting stock association, including the amendments set forth in the merger agreement.
H. The notice of the meeting of stockholders shall be given by publication in a newspaper of general circulation in the place where the main office of each constituent institution is located, at least once a week for four (4) successive weeks, and by mail, at least fifteen (15) days before the date of the meeting, to each stockholder of record of each constituent institution at the address of such stockholder on the books of the institution, who has not waived such notice in writing. No notice by publication need be given if written waivers are received from the holders of a majority of the outstanding shares of each class of voting stock.
Credits
Laws 1990, c. 173, § 26, emerg. eff. May 3, 1990; Laws 1993, c. 183, § 65, eff. July 1, 1993; Laws 2000, c. 81, § 72, eff. Nov. 1, 2000.
Footnotes
Title 18, § 381.1 et seq.
18 Okl. St. Ann. § 381.66c, OK ST T. 18 § 381.66c
Current with emergency effective legislation through Chapter 182 of the Second Regular Session of the 59th Legislature (2024). Some sections may be more current, see credits for details.
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