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.

B. The board of directors of each constituent institution shall, by a majority of the entire board, approve a merger agreement which shall contain:

1. The name of each constituent institution and the location of each office;

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;

3. The terms for the exchange of shares of the constituent institutions for the shares or other consideration of the resulting stock association;

4. A statement that the merger and the merger agreement is subject to approval by the Commissioner and by the stockholders of each constituent institution;

5. Provisions governing the manner of disposing of the shares of the resulting stock association not taken by dissenting stockholders of the constituent institutions; and

6. Such other provisions as the Commissioner requires to enable it to discharge its duties with respect to the merger.

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.

D. Without approval by the Commissioner, no asset shall be carried on the books of the resulting stock association at a valuation higher than that on the books of the constituent bank at the time of the last examination by a state or national bank examiner before the effective date of the merger.

E. Within thirty (30) days after receipt by the Commissioner of the papers specified in subsection C of this section, the Commissioner shall approve or disapprove the merger agreement. The Commissioner shall approve the agreement if it appears that:

1. The resulting stock association meets all of the requirements of this act as to the formation of a new stock association;

2. The agreement provides an adequate capital structure including surplus;

3. The agreement is fair; and

4. The merger is not contrary to the public interest. If the Commissioner disapproves an agreement, the Commissioner shall state all objections and give an opportunity to the constituent institutions to amend the merger agreement to obviate such objection.

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.

I. At the effective time of the merger the charters of the constituent institutions other than the resulting stock association shall be deemed to be surrendered.

J. The resulting stock association shall be considered the same business and corporate entity as each constituent bank with all of the rights, powers, and duties of each constituent bank, except as limited by the certificate of incorporation and bylaws of the resulting stock association.

K. Any reference to any constituent bank in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the resulting stock association if not inconsistent with the other provisions of such writing.

L. If a constituent bank has assets which do not conform to the requirements of state law for the resulting stock association, or if there are business activities which are not permitted for the resulting stock association, the Commissioner may permit a reasonable time to conform with state law.

M. Rights of dissenting stockholders of a constituent bank shall be those described in Section 1104 of Title 6 of the Oklahoma Statutes.

Added by Laws 1990, c. 173, § 26, emerg. eff. May 3, 1990. Amended by Laws 1993, c. 183, § 65, eff. July 1, 1993; Laws 2000, c. 81, § 72, eff. Nov. 1, 2000.