Current through Vol. 42, No. 1, September 16, 2024
(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.
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
