A. The board of directors of a bank shall meet at least once every month and the board of directors of a trust company shall meet at least once every quarter. However, the Commissioner may prescribe circumstances, which if satisfied by a bank, will permit the bank's board of directors to meet no less often than once every two months. If the Commissioner permits a board of directors to meet less often than monthly, any requirement in this title or in the rules of the Oklahoma Administrative Code for monthly reviews by the board shall be interpreted to mean review at each meeting of the board of directors. Board members of the bank may participate in such meetings by teleconference, video conference, or other means by which any board member not physically present at a meeting location may vote and otherwise participate in the meeting and be aware of all communication and business being transacted at the meeting at the same time as it occurs. The State Banking Commissioner, a director or an executive officer may call a special meeting. A majority of the board of directors shall constitute a quorum. The board shall keep minutes of each meeting, including a record of attendance and a record of all votes of the directors that would be pertinent to the business of the bank, to any officer, or to any stockholder. A copy of the minutes of each meeting of the board of directors shall be furnished to the Commissioner upon request. A copy shall be signed by the chairman of the board or the secretary to the board and retained at the bank. The minutes may be transmitted to the Commissioner electronically.

B. The board of directors of each bank shall review at least monthly and the board of directors of each trust company shall review at least quarterly written reports prepared by the president or other officer of the corporation setting forth such transactions occurring during the calendar month or quarter, as appropriate, preceding the meeting as the Commissioner shall require by appropriate regulations.

C. The board of directors of every bank and trust company shall examine, at least once in each calendar year at intervals of not more than fifteen (15) months, all the affairs of the corporation including the character and value of investments and loans, the efficiency of operating procedures and such other matters as the Commissioner may require. However, upon request by a bank or trust company, the Commissioner may allow the examination called for by this subsection to occur at intervals less frequent than called for in this subsection or may condition the requirement of such examination upon the occurrence of some event. A report of the examination shall be submitted promptly to the Commissioner and shall embody such information as the Commissioner requires. The board of directors may provide that such examination shall be conducted by a committee of not less than three directors, by certified public accountants, or by independent auditors responsible only to the board of directors. Such examination shall be made when practicable without the assistance of the executive officers of the bank or trust company. Such report of examination shall be reviewed by the directors at the next meeting of the board of directors.

D. A bank authorized to exercise trust powers shall not accept or voluntarily relinquish a fiduciary account without approval or ratification of the board of directors or of a committee of officers or directors designated by the board to perform this function, but the board of directors or the committee may prescribe general rules governing acceptance or relinquishment of fiduciary accounts, and action taken by an officer in accordance with these rules is sufficient approval. Any committee so designated shall keep minutes of its meetings and report at each monthly meeting of the board of directors all action taken since the previous meeting of the board. The board of directors shall designate one or more committees of not less than three qualified officers or directors to supervise the investment of fiduciary funds. No investment shall be made, retained or disposed of without the approval of a committee to which the bank has delegated investment or review responsibility. The committee, in making investment decisions, shall be subject to the provisions of the Oklahoma Uniform Prudent Investor Act. The committee shall keep minutes of its meetings and shall report at each monthly meeting of the board of directors its conclusions on all questions.

E. Every official communication directed by the Commissioner or any examiner to any bank or trust company or to any officer thereof, relating to an investigation or examination conducted by the Department or containing suggestions or recommendations as to the conduct of the business of the bank or trust company, shall be submitted by the officer receiving it to the board of directors at the next meeting of the board and duly noted in the minutes of the meeting of the board in such form and in such manner as may be prescribed and directed by the Commissioner. No officer of any bank or trust company shall fail to comply with this subsection.

Added by Laws 1965, c. 161, § 714. Amended by Laws 1967, c. 258, § 7, emerg. eff. May 8, 1967; Laws 1968, c. 407, § 1, emerg. eff. May 17, 1968; Laws 1995, c. 189, § 1, eff. Nov. 1, 1995; Laws 1995, c. 358, § 1, eff. Nov. 1, 1995; Laws 1996, c. 3, § 1, emerg. eff. March 6, 1996; Laws 1997, c. 111, § 69, eff. July 1, 1997; Laws 2000, c. 205, § 22, emerg. eff. May 17, 2000; Laws 2001, c. 55, § 4, eff. Nov. 1, 2001; Laws 2016, c. 127, § 2, emerg. eff. Apr. 20, 2016.

NOTE: Laws 1995, c. 36, § 15 repealed by Laws 1995, c. 358, § 13, eff. Nov. 1, 1995. Laws 1995, c. 351, § 14 repealed by Laws 1996, c. 3, § 25, emerg. eff. March 6, 1996.