SECTION 85:10-3-17. Merger/conversion - national bank or savings association to a state charter

(a)   Any merger resulting in a state bank shall require the prior approval of the Board. A national bank, trust company or savings association shall obtain prior approval of the Board to convert to a state bank or trust company charter. A state bank or trust company shall give notice to the Department before converting to or merging with and into a national bank or savings association.

(b)   The Board shall not approve any request for conversion into a state bank or trust company until the national bank, trust company or savings association has been examined by the Department and the findings of the examiner in charge have been presented to the Board. The examination shall be considered a special examination as authorized by section 211 of the Code, and the national bank, trust company or savings association shall pay for the examination within 10 days of receipt of the invoice for payment. In the event of a merger that will result in a surviving state chartered bank, the Commissioner may require, at the Commissioner's discretion, a special examination of any merging institution or company.

(c)   Upon completion of an examination by the Department, only eligible institutions will be considered by the Board for conversion to a state bank or trust company charter. An eligible institution is a national bank, trust company or savings association that:

(1)   Has a composite CAMELS rating of 1 or 2 based on the Department's examination conducted in connection with the conversion application;

(2)   Is not subject to supervisory action by its primary federal regulator (such as a Memorandum of Understanding, Cease and Desist Order, or Formal Written Agreement) unless waived by the Commissioner;

(3)   Meets the standards and requirements of the Board for conversion to a state bank or trust company; and

(4)   Meets the requirements of sections 1107 and 1108 of the Code.

(d)   Procedures for converting to a state bank or trust company charter - The national bank, trust company or savings association shall:

(1)   Submit to the Department a letter indicating its desire to convert to a state bank or trust company and include a copy of the most recent daily statement of condition and income;

(2)   Call a meeting of the directors to pass a resolution by a majority (51%) of the directors for conversion to a state bank or trust company. This resolution must be presented to the stockholders;

(3)   Call a meeting of the stockholders to pass a resolution by a majority (51%) of the stockholders for conversion to a state bank or trust company. Upon approval by the stockholders, the directors of the bank, trust company or savings association shall then designate a person to have authority to act on the behalf of the national bank, trust company or savings association in all matters pertaining to the conversion; and

(4)   Submit to the Department its application to convert to a state bank or trust company. The application must:

(A)   Be signed by the president or other duly authorized officer;

(B)   Include two (2) certified copies of the resolutions passed at each meeting of the board of directors and the stockholders;

(C)   Include the latest report of condition and report of income;

(D)   Include current financial statements and biographical reports for all directors and principal stockholders (those holding at least 10% of the stock of the bank, trust company or association). Biographical and financial information called for by this paragraph may be supplied using a form adopted for such use by the Federal Deposit Insurance Corporation or the Federal Reserve System. All information supplied under this paragraph shall be confidential and not subject to public inspection for any purpose;

(E)   If a bank, state whether the institution wishes to exercise fiduciary powers after the conversion;

(F)   Identify each branch that the resulting bank or trust company expects to operate after conversion;

(G)   Identify all subsidiaries that will be retained following the conversion, and provide the information and analysis of the subsidiaries' activities that would be required if the converting institution were a state bank or trust company establishing each subsidiary pursuant to the Code and Board Rules;

(H)   Identify any nonconforming assets (including nonconforming subsidiaries) and nonconforming activities that the institution engages in, and describe the plans to retain or divest those assets; and

(I)   Submit a copy of the institution's proposed certificate of incorporation.

(e)   Post approval procedures - Within 60 days after receiving written notification that the Board has approved the request for conversion, the national bank, trust company or savings association must:

(1)   Call an organizational meeting of the stockholders in the name of the new state bank or trust company to elect a board of directors and approve or ratify the certificate of incorporation and bylaws;

(2)   Call an organizational meeting of the board of directors of the new state bank or trust company to elect officers, including the designation of the managing officer;

(3)   File the certificate of incorporation with the Oklahoma Secretary of State; and

(4)   After both organizational meetings, the new state bank or trust company must submit the following documents to the Department:

(A)   Two (2) signed copies of the minutes of each organizational meeting;

(B)   A certified copy of the filed certificate of incorporation. The institution shall also send the required number of copies to the institution's primary federal regulator; and

(C)   The approved bylaws.

(f)   The new state bank cannot use "and Trust" or "and Trust Company" in its name unless the bank submits an application and obtains prior approval to exercise fiduciary powers. The Board may consider for approval the application to exercise fiduciary powers concurrently with the conversion application. No application is required where the national bank or savings association had obtained approval from its primary federal regulator to exercise fiduciary powers prior to converting to a state bank.

(g)   Approval to convert to a state bank or trust company expires if the conversion has not occurred within six (6) months of the Board's approval of the application.

(h)   When the Commissioner determines that the applicant has satisfied all statutory and regulatory requirements, including those set forth herein and in 6 O.S. § 301 et seq., and any other conditions, the Commissioner will issue a certificate of authority. The certificate provides that the institution is authorized to begin conducting business as a state bank or trust company as of a specified date.

(i)   Post conversion documents - At the completion of the conversion, the new state bank or trust company must submit the following to the Commissioner:

(1)   Oath of Directors - the original and one (1) copy, to be administered at the organizational meeting of the board of directors;

(2)   List of Stockholders - the original and one (1) copy, to be completed at the organizational meeting of the stockholders;

(3)   Copy of the original blanket bond with riders, if any; and

(4)   Certificate of Annual Examination - the original attached to the most recent audited financial statements, if any.

[Source: Amended at 10 Ok Reg 1969, eff 5-27-93; Amended at 11 Ok Reg 457, eff 11-10-93 through 7-14-94 (emergency); Amended at 12 Ok Reg 3354, eff 8-25-95; Amended at 18 Ok Reg 1853, eff 6-11-01; Amended at 25 Ok Reg 1064, eff 5-25-08]