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OKLAHOMA STATUTES AND CODES

Title 18. Corporations

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§18-803.Definitions. A.As used herein, unless the context clearly indicates that a different meaning is intended: 1."Associated act" means the Oklahoma General Corporation Act, Section 1001 et seq. of this title, in the case of a corporation; the Oklahoma Revised Uniform Limited Partnership Act, Section 301 et seq. of Title 54 of the Oklahoma Statutes, in the case of a limited partnership; or the Oklahoma Limited Liability Company Act, Section 2000 et seq. of this title, in the case of a limited liability company; 2."Interest" means a share of stock in a corporation, a partnership interest in a limited partnership or a membership interest in a limited liability company; 3."Owner" means a shareholder in the case of a corporation, a general or limited partner in the case of a limited partnership or a member in the case of a limited liability company; 4."Manager" means a director or officer in the case of a corporation, a general partner in the case of a limited partnership or a manager in the case of a limited liability company; 5."Professional entity" means a domestic corporation, limited partnership or limited liability company formed for the purpose of rendering professional service; 6."Professional service" means the personal service rendered by: a.a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through 524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of medicine, b.an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of osteopathy, c.a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic, d.a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine, e.an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of optometry, f.a veterinarian pursuant to a license under Sections 698.1 through 698.18 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of veterinary medicine, g.an architect pursuant to a license under Sections 46.1 through 46.37 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of architecture, h.an attorney pursuant to his authority to practice law granted by the Supreme Court of the State of Oklahoma, i.a dentist pursuant to a license under Sections 328.1 through 328.51a of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry, j.a certified public accountant or a public accountant pursuant to his authority to practice accounting under Sections 15.1 through 15.35 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of public accountancy, k.a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of psychology, l.a physical therapist pursuant to a license under Sections 887.1 through 887.18 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of physical therapy, m.a registered nurse pursuant to a license under Sections 567.1 through 567.16a of Title 59 of the Oklahoma Statutes, and any other subsequent laws regulating the practice of nursing, n.a professional engineer pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering, o.a land surveyor pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying, p.an occupational therapist pursuant to Sections 888.1 through 888.15 of Title 59 of the Oklahoma Statutes and any subsequent law regulating the practice of occupational therapy, q.a speech pathologist or speech therapist pursuant to Sections 1601 through 1622 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of speech pathology, r.an audiologist pursuant to Sections 1601 through 1622 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of audiology, s.a registered pharmacist pursuant to Sections 353 through 366 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of pharmacy, t.a licensed perfusionist pursuant to Sections 2051 through 2071 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of perfusionists, u.a licensed professional counselor pursuant to Sections 1901 through 1920 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of professional counseling,v.a licensed marital and family therapist pursuant to Sections 1925.1 through 1925.18 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of marital and family therapy, or w.a dietitian licensed by the Licensed Dietitian Act and subsequent laws regulating the practice of dieticians; 7."Related professional services" means those services which are combined for professional entity purposes as follows: a.any combination of the following professionals: (1)a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through 524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of medicine, (2)an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of osteopathy, (3)a dentist pursuant to a license under Sections 328.1 through 328.51a of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry, (4)a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic, (5)a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of psychology, (6)an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of optometry,(7)a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine, or (8)a dietitian licensed by the Licensed Dietitian Act and subsequent laws regulating the practice of dieticians, or b.any combination of the following professions: (1)an architect pursuant to a license under Sections 46.1 through 46.37 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of architecture, (2)a professional engineer pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering, or (3)a land surveyor pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying; 8."Regulating board" means the board which is charged with the licensing and regulation of the practice of the profession which the professional entity is organized to render; 9."Individual", "incorporator" and "shareholder" each include the trustee of an express trust created by a person duly licensed to render a professional service who has the right to revoke said trust and who is serving as the trustee of said trust.Any certificate required by the Professional Entity Act to be issued to an individual incorporator or shareholder may be issued to the grantor on behalf of a trust.All references in the Professional Entity Act to death and incapacity of a shareholder shall include the death and incapacity of the grantor of a trust which own stock in a professional corporation; 10."Incapacity" of a shareholder means a determination by a court of competent jurisdiction, or otherwise by two independent licensed physicians, that the share holder is fully incapacitated or is partially incapacitated to the extent that the shareholder is not capable of rendering the professional service for which the professional corporation was organized; and 11."Other personal representative" includes the successor trustee of an express trust owning stock in a professional corporation, which trust was created by a person duly licensed to render the professional service for which the professional corporation was organized who has the right to revoke the trust and who is the original trustee of the trust. B.The definitions of the applicable associated act shall apply to this act, unless the context clearly indicates that a different meaning is intended. Added by Laws 1961, p. 204, § 3, emerg. eff. July 26, 1961.Amended by Laws 1963, c. 342, § 1, emerg. eff. June 24, 1963; Laws 1970, c. 95, § 1, emerg. eff. March 30, 1970; Laws 1971, c. 164, § 1, emerg. eff. May 25, 1971; Laws 1976, c. 27, § 1; Laws 1981, c. 312, § 1, eff. Oct. 1, 1981; Laws 1983, c. 4, § 1, eff. Nov. 1, 1983; Laws 1986, c. 292, § 147, eff. Nov. 1, 1986; Laws 1990, c. 328, § 1, eff. Sept. 1, 1990; Laws 1993, c. 345, § 1, eff. Sept. 1, 1993; Laws 1994, c. 216, § 1, emerg. eff. May 20, 1994; Laws 1995, c. 339, § 2, eff. Nov. 1, 1995; Laws 1996, c. 226, § 22, eff. July 1, 1996; Laws 1998, c. 25, § 1, eff. Nov. 1, 1998; Laws 2001, c. 307, § 1, eff. Nov. 1, 2001.§18381.1.Short title. Sections 381.1 through 381.78 of this title and Sections 6, 7, 8, 25, 26, 27, 32, 37, 38, 39, 46, 50, 51, and 80 through 87 of this act shall be known and may be cited as the "Oklahoma Savings and Loan Code". Added by Laws 1970, c. 101, § 1, eff. June 1, 1970.Amended by Laws 1987, c. 61, § 1, emerg. eff. May 4, 1987; Laws 1988, c. 65, § 1, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 1, eff. Nov. 1, 2000.§18381.2.Definitions. As used in the Oklahoma Savings and Loan Code: 1."Act" or "this act" means the Oklahoma Savings and Loan Code; 2."Association" means a savings and loan association or savings bank, including any association previously referred to as a building and loan association, incorporated and now existing under the laws of this state or hereafter incorporated under this act or which is otherwise authorized to transact savings and loan association or savings bank business under this act; 3."Branch" means any place of business separated from the main office of an association at which deposits are received, checks paid, or money lent; 4."Capital accounts" means permanent capital stock, undivided profits, surplus or reserves; 5."Certificate of Authority" means a certificate issued by the Commissioner authorizing an association to transact association business; 6."Commissioner" means the State Banking Commissioner, or the State Deputy Banking Commissioner when acting on behalf of the Commissioner pursuant to subsections C or E of Section 201 of Title 6 of the Oklahoma Statutes; 7."Consumer banking electronic facility" means any electronic device owned, operated, leased by or on behalf of a bank, savings association, or credit union other than a telephone or modem operated by a customer of a depository institution, to which a person may initiate an electronic fund transfer.The term includes, without limitations, a point-of-sale terminal, automatic teller machine, automated loan machines, video banking centers, or any other similar electronic devices; 8."Department" means the Oklahoma State Banking Department; 9."Deposit account" means any form of deposit, share or other account maintained by a depositor at an association, including demand deposit accounts, whether evidenced by a passbook, certificate, or otherwise, and which does not represent permanent capital stock; 10."Deposit association" means an association which is qualified to accept deposit accounts or which becomes so qualified pursuant to this act; 11."Earnings" means the money payable or to be credited to holders of deposit accounts by an association as payment for the use of the funds which constitute such accounts.Earnings on deposit accounts in a deposit association may be designated as interest, and earnings on other deposit accounts may be designated as dividends; 12."Existing mutual association" means a mutual association which was authorized to do business in Oklahoma on the effective date of this act; 13."Federal association" means a savings and loan association or savings bank organized and existing under the laws of the United States; 14."Foreign association" means any firm, company, association, partnership or corporation, by whatever name called, actually engaged in the savings association business, which is not organized under the laws of this state or of the United States; 15."Insured association" means an association the deposit accounts of which are insured by the Federal Deposit Insurance Corporation to the extent provided by federal law; 16."Main office" means the office location which has been designated by the Commissioner or the Office of Thrift Supervision as the main office of an association; 17."Member" means the holder of a deposit account of a mutual association, and also includes the owner of real estate upon which the mutual association holds a mortgage or deed of trust; 18."Mutual association" means an association which derives its principal capital from the deposit accounts of its members and whose members have the right to participate in the management of the association.The term includes any association organized or existing under prior laws of this state.A mutual association is not a deposit association unless and until it becomes qualified as such; 19."Net worth" of a stock association shall mean the aggregate of the permanent capital stock account, paidin surplus, earned surplus, legal and federal insurance reserves and undivided profits; 20."Permanent capital stock" means that part of the capital or liabilities of an association representing ownership of the association and which is not subject to being withdrawn or the value paid to the holder thereof unless and until all other liabilities of the association have been fully liquidated and paid; 21."Shares" or "share accounts" means any deposit account issued by a mutual association in the form of installment shares, optional installment shares, full paid shares, prepaid shares, savings shares, or other shares by whatever name called, evidenced by passbook, certificate, or other evidence or holding; 22."Stock association" means an association which issues permanent capital stock and which limits the right to participate in the management of the association to the holders of such permanent capital stock.Stock associations are also deposit associations; 23."Stockholder" means the holder of permanent capital stock; 24."Withdrawable account" means a deposit account of an association which does not represent permanent capital stock; and 25."Withdrawal value" means the amount paid to an association on a deposit account plus earnings credited thereto, less lawful deductions therefrom. Added by Laws 1970, c. 101, § 2, eff. June 1, 1970.Amended by Laws 1978, c. 168, § 1, eff. July 1, 1979; Laws 1986, c. 219, § 4, emerg. eff. June 9, 1986; Laws 1988, c. 65, § 2, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 1, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 29, eff. July 1, 1993; Laws 2000, c. 81, § 2, eff. Nov. 1, 2000.§18-381.2a.Successor agency to Federal Savings and Loan Insurance Corporation - Construction of terms. Wherever the terms "Federal Savings and Loan Insurance Corporation" or "FSLIC" appear in the Oklahoma Statutes, such terms shall be deemed to refer to the successor agency to the Federal Savings and Loan Insurance Corporation established pursuant to federal law. Added by Laws 1993, c. 183, § 30, eff. July 1, 1993.§18381.3.Conformity of existing associations. The certificate of incorporation and certificate of authority to transact business as an association, of every association heretofore organized under the laws of this state and existing as of January 1, 2000, shall continue in full force and effect, and the same shall be deemed as modified to conform with this act without the adoption of a new certificate of incorporation or issuance of a new certificate of authority.The contracts, obligations and liabilities of every such association, and the contracts, notes, mortgages, investments and other assets and rights of every kind and nature held by it, as well as its bylaws and resolutions, shall continue in full force and effect.Every such association and every association hereafter incorporated shall have perpetual existence, subject to merger, conversion or liquidation pursuant to the provisions of this act. Added by Laws 1970, c. 101, § 3, eff. June 1, 1970.Amended by Laws 1988, c. 65, § 3, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 3, eff. Nov. 1, 2000.§18381.4.Existing capital accounts. The shares of capital, savings share accounts or other capital accounts of every existing association, and the certificates and passbooks evidencing the same, in whatever form issued, shall continue in full force and effect with full deposit account holders' rights, including the right to withdraw, to vote and to share in distribution of assets upon liquidation of the association. Added by Laws 1970, c. 101, § 4, eff. June 1, 1970.Amended by Laws 2000, c. 81, § 4, eff. Nov. 1, 2000.§18381.5.Abolition of Oklahoma Savings and Loan Board - Transfer of power, duties and responsibilities to State Banking Commissioner. A.The Oklahoma Savings and Loan Board is abolished.The power, duties and responsibilities exercised by the Oklahoma Savings and Loan Board shall be transferred to the State Banking Commissioner.All unexpended funds, property, records, personnel and outstanding financial obligations and encumbrances of the Oklahoma Savings and Loan Board are hereby transferred to the Oklahoma State Banking Department. B.Any reference to the Oklahoma Savings and Loan Board in the Oklahoma Statutes or in rules promulgated pursuant to the Oklahoma Statutes shall mean the State Banking Commissioner. C.The rules promulgated by the Oklahoma Savings and Loan Board shall continue in effect until such rules are amended or repealed by rule of the Commissioner promulgated pursuant to the provisions of Article I of the Administrative Procedures Act, Section 250.3 et seq. of Title 75 of the Oklahoma Statutes. Added by Laws 1970, c. 101, § 5, eff. June 1, 1970.Amended by Laws 1988, c. 65, § 4, emerg. eff. March 25, 1988; Laws 1993, c. 183, § 31, eff. July 1, 1993; Laws 2000, c. 81, § 5, eff. Nov. 1, 2000.§18-381.5a.Savings and Loan Advisory Council. A.There is hereby created the "Savings and Loan Advisory Council" which shall advise the State Banking Commissioner on matters relating to the regulation of savings and loan associations in this state.The Council shall consist of five (5) members, appointed by the Commissioner.At least three of the members shall have been actively engaged as officers in the management of a state-chartered savings and loan association.Members shall serve at the pleasure of the Commissioner. B.The Council shall meet at the call of the Commissioner.Members shall select a chairman at their first meeting and annually thereafter.A majority of the Council shall constitute a quorum for the transaction of business. Added by Laws 1993, c. 183, § 32, eff. July 1, 1993.§18-381.6.Repealed by Laws 1993, c. 183, § 73, eff. July 1, 1993. §18-381.6a.Records - Confidentiality. A.The following records in the Oklahoma State Banking Department are designated as public records: 1.All applications for association charters and branches and supporting information with the exception of personal financial records of individual applicants; 2.All records introduced at public hearings on association charter and branch applications; 3.Information disclosing the failure of an association, a foreign association and their branches in this state and the reasons therefor; 4.Reports of completed investigations which uncover a shortage of funds in an association or an out-of-state association and branches of either, after the reporting of the shortage to proper authorities by the State Banking Commissioner; 5.Names of all stockholders and officers of associations, foreign associations, holding companies, and branches of foreign associations located in this state filed in the office of the Secretary of State; and 6.Regular financial call reports of associations. B.All other records in the Department shall be confidential and not subject to public inspection.However, the Commissioner may, in the sole discretion of the Commissioner, divulge such confidential information after receipt of a written request which shall: 1.Specify the record or records to which access is requested; and 2.Give the reasons for the request. Such records may also be produced pursuant to a valid judicial subpoena or other legal process requiring production, if the Commissioner determines that the records are relevant to the hearing or proceeding and that production is in the best interests of justice.The records may be disclosed only after a determination by the Commissioner that good cause exists for the disclosure.Either prior to or at the time of any disclosure, the Commissioner shall impose such terms and conditions as the Commissioner deems necessary to protect the confidential nature of the record, the financial integrity of any institution to which the record relates, and the legitimate privacy of any individual named in such records. Added by Laws 2000, c. 81, § 6, eff. Nov. 1, 2000.§18-381.7a.Examinations – Reports by associations - Penalty. A.1.The State Banking Commissioner shall, at least every eighteen (18) months or as often as the Commissioner deems advisable, examine every association, and for the purpose of making such examinations and special examinations, shall have full access to all books, papers, securities, records and other sources of information under the control of the association.The Commissioner shall make and file in the office of the Commissioner a report in detail disclosing the results of such examination.The Commissioner shall mail a copy of the report to the association examined.However, the Commissioner may accept, in lieu of any three consecutive association examinations, an examination of the association by the Office of Thrift Supervision, if conducted within a reasonable period of time, and if a copy of the examination is furnished to the Commissioner. 2.The Commissioner may also accept any other report relative to the condition of an association, which shall include joint or concurrent examinations that may be obtained by the authorities within a reasonable period, in lieu of such report authorized by the laws of this state to be required of such association by the Oklahoma State Banking Department, provided a copy of such report is furnished to the Commissioner. 3.The Commissioner may enter into cooperative, coordinating and information-sharing agreements with the Federal Deposit Insurance Corporation, the Federal Home Loan Bank Board, or the Office of Thrift Supervision with respect to the periodic examination or other supervision of any association. 4.When requested in writing upon authority of the board of directors or stockholders owning a majority of the capital stock of any association, the Commissioner shall, if in the opinion of the Commissioner such examination is desirable, make or cause to be made an examination into the affairs and conditions of such association.For such examination, the association shall pay the same fees as provided for in subsection D of Section 381.15 of this title. B.Every association shall make two reports each year.Associations may be required to make more reports if called upon by the Commissioner.All reports shall be according to the form which may be prescribed by the Commissioner.The reports shall be verified by the oath or affirmation of the president, cashier or secretary of such association and attested by the signatures of at least two of the directors.Each report shall exhibit, in detail and under appropriate headings, the resources and liabilities of the association at the close of business on any last day specified by the Commissioner, shall be transmitted to the Commissioner within thirty (30) calendar days after the call date, and may, at the option of the association, be published at the expense of the association in the same form in which it is presented to the Commissioner.The Commissioner shall also have the power to request special reports from any association whenever, in the judgment of the Commissioner, such reports are necessary in order to gain a full and complete knowledge of its condition.However, the reports authorized and required by this section, to be requested by the Commissioner, shall relate to a date prior to the date of such request and such prior date shall be specified in the request.Additionally, the Commissioner may accept, in lieu of the reports referred to in this section, reports made by associations that are members of the Federal Home Loan Bank System on forms provided by the Federal Home Loan Bank System. C.Every association which fails to make and transmit any report required pursuant to this section shall be subject to a penalty, at the discretion of the Commissioner, not to exceed Fifty Dollars ($50.00) for each day, after the specified period, that the association delays to make and transmit its report.Whenever any association delays or refuses to pay the penalty herein imposed for a failure to make and transmit a report, the Commissioner is hereby authorized to maintain an action in the name of the state against the delinquent association for the recovery of such penalty, and all sums collected by such action shall be paid into the State Treasury to be credited to the General Revenue Fund. D.The Commissioner may provide a form for the examinations and reports set forth in this section.All examinations and reports received by the Commissioner shall be preserved in the office of the Commissioner for a period of not less than five (5) years.The preservation may be in an electronic format, and paper copies or originals need not be retained.Such examination, reports and all other records of operating associations in the Department are to be kept confidential, except as permitted by this act. Added by Laws 2000, c. 81, § 7, eff. Nov. 1, 2000.§18-381.8.Repealed by Laws 1993, c. 183, § 73, eff. July 1, 1993. §18-381.8a.Preservation of documents – Electronically stored or imaged documents or reproductions. All documents which the Oklahoma State Banking Department is required, by any provision of this act or by any other statute or rule of this state, to retain or preserve in its possession may be retained and preserved, in lieu of retention of the original records or copies, in an electronic format and stored by electronic imaging or otherwise so that the documents may be reproduced later.Any such electronically stored or imaged document or reproduction shall have the same force and effect as the original document and be admitted in evidence as if such document was the original. Added by Laws 2000, c. 81, § 8, eff. Nov. 1, 2000.§18-381.9.Repealed by Laws 2000, c. 81, § 88, eff. Nov. 1, 2000. §18381.10.Certificate of authority. No association or foreign association shall transact business or operate in this state without a certificate of authority issued by the State Banking Commissioner. Laws 1970, c. 101, § 10, eff. June 1, 1970; Laws 1993, c. 183, § 34, eff. July 1, 1993.§18381.11.Supervision by State Banking Commissioner – Additional powers – Orders – Notice and hearing – Temporary orders – Cooperative agreements - Opinions. A.The State Banking Commissioner shall have general supervision of associations, in addition to the authority set forth in other sections of this act.In addition to other powers conferred by this act, the Commissioner shall have the power to order an association, a holding company of an association, shareholder, officer, director, or employee to: 1.Maintain an accounting system in accordance with such rules as may be prescribed by the Commissioner; provided, the accounting system required shall have due regard to the size of the association; 2.Observe methods and standards which the Commissioner may prescribe for determining the value of various types of assets; 3.Charge off the whole or part of an asset which at the time of the Commissioner's action could not lawfully be acquired; 4.Write down an asset to its market value; 5.Record liens and other interests in property; 6.Obtain a financial statement from a borrower to the extent the association can do so; 7.Obtain insurance against damage to real estate taken as security; 8.Search, or obtain insurance for, the title to real estate taken as security; 9.Maintain adequate insurance against such other risks as the Commissioner may determine to be necessary and appropriate for the protection of depositors and the public; and 10.Cease and desist from engaging in any act or transaction, or doing any act in furtherance thereof, which would constitute a violation of the provisions of this act, applicable federal laws, the applicable laws of another state, or a lawful regulation issued thereunder, or to cease and desist from engaging in any unsafe or unsound practice. B.Before issuing an order provided for in subsection A of this section, the Commissioner shall give reasonable notice and opportunity for a hearing.However, if the Commissioner makes written findings of fact that the protection of depositors will be harmed by delay in issuing an order provided for in subsection A of this section, the Commissioner may issue a temporary order pending the hearing on the order provided for in subsection A of this section.The temporary order shall remain in effect until three (3) business days after the hearing on the order provided for in subsection A of this section and shall become final if the association subject to the order fails within fifteen (15) days after the receipt of the order to request a hearing to determine whether the temporary order should be modified, vacated, or become final.If a hearing on the temporary order is not held upon written request, the temporary order shall dissolve, and the order provided for in subsection A of this section shall not be issued except upon reasonable notice and opportunity for hearing. C.The Commissioner may enter into cooperative, coordinating, and information-sharing agreements with any other supervisory agencies or any organization affiliated with or representing one or more supervisory agencies with respect to the periodic examination or other supervision of any association, bank holding company, or branch in this state or an out-of-state association, or any branch of an Oklahoma-chartered association in any other state, and the Commissioner may accept such reports of examination and reports of investigation in lieu of conducting the Commissioner's own examinations or investigations. D.The Commissioner may enter into cooperative agreements with other regulatory agencies to facilitate the regulation of associations and holding companies doing business in this state.The Commissioner may accept reports of examinations and other records from such other agencies in lieu of the Oklahoma State Banking Department conducting the examinations of associations controlled by out-of-state holding companies.The Commissioner may take any action jointly with other regulatory agencies having concurrent jurisdiction over associations and holding companies or may take such actions independently in order to carry out the Commissioner's responsibilities. E.1.The Commissioner may issue interpretive statements containing matters of general policy for the guidance of associations subject to this act.The Commissioner may amend or repeal an interpretative statement by issuing an amended statement or notice of repeal of a statement and shall provide notice thereof and make it available upon request to all associations chartered under this act. 2.The Commissioner may issue opinions in response to specific requests from members of the public or the association industry directly or through the Deputy State Banking Commissioner or the attorneys of the Department.The Commissioner may amend or repeal an opinion by issuing an amended statement or notice of repeal of an opinion and shall provide notice thereof and make it available upon request to all associations chartered under this act.However, the requesting party may rely on the original opinion if: a.all material facts were originally disclosed to the Commissioner, b.considerations of safety and soundness of the affected association are not implicated with respect to further and prospective reliance on the original opinion, and c.the text and interpretation of relevant governing provisions of this act have not been changed by legislative or judicial action. 3.An interpretive statement or opinion issued under this section does not have the force of law and is not a rule. F.Upon failure of such association to comply with the order or requirements of the Commissioner, the Commissioner may suspend the certificate of authority to transact business of such association, or the Commissioner may place the association in receivership in the manner provided by this act. Added by Laws 1970, c. 101, § 11, eff. June 1, 1970.Amended by Laws 1993, c. 183, § 35, eff. July 1, 1993; Laws 2000, c. 81, § 9, eff. Nov. 1, 2000.§18-381.12.Repealed by Laws 1993, c. 183, § 73, eff. July 1, 1993. §18381.13.Savings and loan administrator. The State Banking Commissioner may appoint a savings and loan administrator with special duties and authority of conducting and supervising examinations of associations in addition to such other duties as the Commissioner may assign to the savings and loan administrator. The bond of the savings and loan administrator shall be the same as that set for the Deputy State Banking Commissioner. Added by Laws 1970, c. 101, § 13, eff. June 1, 1970.Amended by Laws 1979, c. 173, § 10; Laws 1988, c. 65, § 7, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 10, eff. Nov. 1, 2000.§18381.14.Limitation of liability. The State Banking Commissioner, or any member of his staff including any member of the Savings and Loan Advisory Council, shall not be liable in any civil action for damages for any act done or omitted in good faith in performing the functions of his office. Laws 1970, c. 101, § 14, eff. June 1, 1970; Laws 1993, c. 183, § 36, eff. July 1, 1993.§18-381.15.Examination and audit reports from Director of the Office of Thrift Supervision – Assessments and fees – Special examinations. A.In the case of any insured association which is examined periodically by the Director of the Office of Thrift Supervision, and whose financial records are audited periodically in accordance with regulations of the Director of the Office of Thrift Supervision, the State Banking Commissioner may accept such examination and audit reports, and rely upon accuracy thereof, in lieu of examinations by the savings and loan administrator.It shall be the responsibility of each insured association to provide such reports to the Commissioner within ten (10) days of such time as such reports are received from the agency, person or firm preparing them.The Commissioner may require a special examination of any association to be made at any time when in the judgment of the Commissioner an examination may be necessary. B.The Commissioner shall charge and collect assessments from each association chartered pursuant to this act on each One Thousand Dollars ($1,000.00) of assets, or major fraction thereof, at a rate established by the Commissioner.The Commissioner may charge and collect assessments on an annual basis and may, in addition to any annual assessment, charge and collect a special assessment from each association, at rates established by the Commissioner.Assessments shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes.Effective January 1, 2005, and each year thereafter, twenty percent (20%) of all assessments collected pursuant to this subsection shall be deposited to the General Revenue Fund of the State Treasury.The annual assessments shall be paid to the Oklahoma State Banking Department no later than the fifth day of February in each year. C.The Commissioner shall charge and collect from each association under the supervision of the Commissioner an annual fee, in addition to the assessment set forth in subsection B of this section, of not more than Five Hundred Dollars ($500.00), which shall be deposited in the Oklahoma State Banking Department revolving fund as set forth in Section 211.1 of Title 6 of the Oklahoma Statutes. D.Whenever it is deemed advisable by the Commissioner, a special examination of an association may be conducted.The expense of the Department necessarily incurred in the special examination shall be chargeable to the association at a rate not in excess of Fifty Dollars ($50.00) per examiner per hour plus travel expenses as provided by Section 201.1 of Title 6 of the Oklahoma Statutes for each examining person while engaged at such association. E.Each foreign association doing business in this state under a certificate of authority shall furnish to the Commissioner, with each annual examination report, a statement showing the total amount of Oklahoma real estate loans and other loans made to Oklahoma residents.The annual supervisory fee of every such foreign association shall be computed and paid on the aggregate amount of such loans at the rate of twelve cents ($0.12) per One Thousand Dollars ($1,000.00) of such loans. F.Except as otherwise provided by law, all fees set by the Commissioner or otherwise provided for in rules promulgated by the Commissioner shall be deposited in the Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes. Added by Laws 1970, c. 101, § 15, eff. June 1, 1970.Amended by Laws 1975, c. 236, § 2, emerg. eff. May 30, 1975; Laws 1979, c. 173, § 11; Laws 1988, c. 65, § 8, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 2, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 37, eff. July 1, 1993; Laws 2000, c. 81, § 11, eff. Nov. 1, 2000; Laws 2003, c. 356, § 8, emerg. eff. June 3, 2003.§18381.16.Filing requirements for new mutual and stock associations. At any time hereafter when ten or more individuals, residents of this state, desire to form a mutual association, or one or more individuals, residents of this state, desire to form a stock association under the provisions of this act, such persons, hereinafter referred to as the incorporators, shall file with the State Banking Commissioner the following: 1.Four copies of the proposed certificate of incorporation, signed and acknowledged by all of the incorporators and addressed to the Secretary of State; 2.An original and three copies of an application for a certificate of authority to transact business as an association, addressed to the Commissioner; 3.Four copies of the proposed bylaws for the proposed association; 4.A remittance of Two Hundred Dollars ($200.00) payable to the Secretary of State of Oklahoma, as the incorporation fee in lieu of the fees prescribed by paragraph 9 of subsection A of Section 1142 of this title, which shall not be applicable to an association; and 5.A deposit of Two Thousand Dollars ($2,000.00) payable to the Commissioner to be used for the purpose of defraying expenses of an investigation and report of the feasibility of the proposed association and other expenses incidental to the consideration of the application. Added by Laws 1970, c. 101, § 16, eff. June 1, 1970.Amended by Laws 1975, c. 236, § 3, emerg. eff. May 30, 1975; Laws 1984, c. 229, § 7, operative July 1, 1984; Laws 1988, c. 65, § 9, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 3, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 38, eff. July 1, 1993; Laws 2000, c. 81, § 12, eff. Nov. 1, 2000.§18381.17.Contents of certificate of incorporation. The certificate of incorporation shall set forth: 1.The name of the association; 2.That its term of existence is perpetual; 3.That the purpose for which it is formed is to engage in the business of an association pursuant to the Oklahoma Savings and Loan Code and the rules promulgated thereunder; 4.The place where it is to maintain the main office for the transaction of business; 5.The names and addresses of the incorporators, and the amounts of the deposit accounts or number of shares of stock subscribed by each of them; 6.If the association will be a stock association, the number of shares of stock of each class to be authorized and issued and the par value per share; and 7.Such other proper provisions to govern the business and affairs of the association as may be desired by the incorporators. Added by Laws 1970, c. 101, § 17, eff. June 1, 1970.Amended by Laws 1988, c. 65, § 10, emerg. eff. March 25, 1988; Laws 1993, c. 183, § 39, eff. July 1, 1993; Laws 2000, c. 81, § 13, eff. Nov. 1, 2000.§18381.18.Application and supporting data. The application for a certificate of authority to transact business as an association shall be accompanied by data concerning the community in which the proposed association is to be located, the occupations of the incorporators, and a plan for payment of expenses of the proposed association until it is incorporated and is granted a certificate of authority, in the case of a stock association, or until it becomes selfsustaining from its own operating income in the case of a mutual association. Added by Laws 1970, c. 101, § 18, eff. June 1, 1970.Amended by Laws 1988, c. 65, § 11, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 14, eff. Nov. 1, 2000.§18381.19.Order – Certificate of authority. The State Banking Commissioner shall act upon and issue an order granting or denying each application for a certificate of authority.If the Commissioner finds that the application should be granted, the Commissioner shall designate the amount of deposit accounts required and fix a reasonable time within which the funds subscribed may be placed in escrow in a bank or trust company approved by the Commissioner, to be delivered to the association after incorporation or returned to the subscribers if incorporation is not completed.The Commissioner may also require the incorporators to advance funds necessary to pay organizational expenses and other expenses for starting business, such advances to be repaid by the association after its incorporation and the granting of its certificate of authority, in the case of a stock association, or after its income is sufficient to meet reserve requirements, in the case of a mutual association, and further, in the case of a mutual association, to pay reasonable earnings on the deposit accounts of the association.If and when all requirements are met, a certificate of authority shall be issued by the Commissioner.The Secretary of State shall file the approved certificate of incorporation upon receipt of the incorporation fee.If the deposit accounts of the association are to be insured, approval shall be contingent upon the making, by the proposed association, of a bona fide application for insurance of accounts and deposits by the Federal Deposit Insurance Corporation and upon approval of such application by the Federal Deposit Insurance Corporation. Added by Laws 1970, c. 101, § 19, eff. June 1, 1970.Amended by Laws 1975, c. 236, § 4, emerg. eff. May 30, 1975; Laws 1988, c. 65, § 12, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 4, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 40, eff. July 1, 1993; Laws 2000, c. 81, § 15, eff. Nov. 1, 2000.§18381.20.Payment into escrow account - Required savings capital. A.Before a certificate of authority is issued for a new mutual association, there shall be paid into the escrow fund as subscriptions to deposit accounts of the proposed association such aggregate amount as the State Banking Commissioner shall deem adequate, but, if insured, not less than an amount necessary to meet the requirements of the Federal Deposit Insurance Corporation.If the organizers intend to organize and operate the association without federal insurance on its deposit accounts, the amount paid into the escrow fund as subscriptions to deposit accounts of the proposed association shall be at the sole discretion of the Commissioner. B.No permanent capital stock association may be organized hereafter unless, prior to the filing of its certificate of incorporation, such amounts of its permanent capital stock as the Commissioner shall deem adequate, but, if insured, not less than an amount necessary to meet the requirements of the Federal Deposit Insurance Corporation shall have been subscribed for and paid for in lawful money of the United States.If the organizers intend to organize and operate the association without federal insurance on its deposit accounts, the amount of permanent capital stock required shall be at the sole discretion of the Commissioner. Added by Laws 1970, c. 101, § 20, eff. June 1, 1970.Amended by Laws 1978, c. 168, § 2, eff. July 1, 1979; Laws 1987, c. 61, § 3, emerg. eff. May 4, 1987; Laws 1988, c. 65, § 13, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 5, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 41, eff. July 1, 1993; Laws 2000, c. 81, § 16, eff. Nov. 1, 2000.§18381.21.Corporate existenceOrganizational meeting. The corporate existence of an association shall begin on the date of filing of the certificate of incorporation with the Secretary of State and within thirty (30) days thereafter an organizational meeting shall be held by the deposit account holders or permanent capital stock subscribers pursuant to notice mailed to each of them not less than seven (7) days before the date of the meeting.At such meeting, bylaws of the association shall be adopted and directors shall be elected. Added by Laws 1970, c. 101, § 21, eff. June 1, 1970.Amended by Laws 1978, c. 168, § 3, eff. July 1, 1979; Laws 1988, c. 65, § 14, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 17, eff. Nov. 1, 2000.§18381.22.Corporate name. The name of every association hereafter incorporated pursuant to this act, and of any existing association which hereafter changes its name, shall be approved by the State Banking Commissioner.The name shall not so nearly resemble the name of another association or federal association as to be likely to deceive the public.Associations may operate under trade names as approved by the Commissioner. Added by Laws 1970, c. 101, § 22, eff. June 1, 1970.Amended by Laws 1987, c. 61, § 4, emerg. eff. May 4, 1987; Laws 1990, c. 118, § 6, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 42, eff. July 1, 1993; Laws 2000, c. 81, § 18, eff. Nov. 1, 2000.§18381.23.Exclusiveness of name. No person, firm, company, partnership or corporation, either domestic or foreign, unless lawfully authorized to do business in this state under the provisions of this act, shall do business in this state under any name or title which contains the terms "savings and loan", "building and loan", "savings association", "savings bank" or combination of such terms in any manner which indicates or reasonably implies that its business is of the character or kind carried on or transacted by an association, or that is likely to lead any person to believe that such business is that of an association.Upon application by the Commissioner, or any association, a court of competent jurisdiction may issue an injunction to restrain any such entity from violating or continuing to violate the provisions of this section. Added by Laws 1970, c. 101, § 23, eff. June 1, 1970.Amended by Laws 1988, c. 65, § 15, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 19, eff. Nov. 1, 2000.§18381.24.Change of office location - Change of name. No association shall move its main office or branch office, or change its name except with permission granted by order of the State Banking Commissioner.In the event permission is granted to move the main office to a town or city other than that named in the certificate of incorporation of the association, or to change the name, an amended certificate of incorporation shall be filed. Added by Laws 1970, c. 101, § 24, eff. June 1, 1970.Amended by Laws 1988, c. 65, § 16, emerg. eff. March 25, 1988; Laws 1990, c. 173, § 19, emerg. eff. May 3, 1990; Laws 1993, c. 183, § 43, eff. July 1, 1993; Laws 2000, c. 81, § 20, eff. Nov. 1, 2000.§18-381.24a.Branch banking - Deposit limitation – Certificate - Penalty. A.Beginning on the effective date of this act, upon approval of the State Banking Commissioner, any association shall be authorized to establish and operate in this state, on real property owned or leased by the association, an unlimited number of branches by acquisition, de novo, or otherwise.Such branches may be fixed or mobile, and any permissible function, business, power, or activity of any kind of the association may be performed or engaged in at such location.However, branches established by acquisition shall be subject to the limitations as set forth in subsection B of this section. B.1.It shall be unlawful for any association to acquire any other association, federal association or bank in this state or any portion of its assets if such acquisition would result in the association having direct or indirect ownership or control of more than fifteen percent (15%) of the aggregate deposits of all financial institutions located in this state which have deposits insured by the Federal Deposit Insurance Corporation as determined by the Commissioner on the basis of the most recent reports of such institutions to their supervisory authorities which are available at the time of the proposed acquisition. 2.The deposit limitation provided for in this subsection shall not apply to disallow an acquisition of a bank, association or federal association if control results only by reason of ownership or control of shares of such financial institution acquired directly or indirectly: a.in a good faith fiduciary capacity, except when such shares are held for the benefit of the acquiring association's shareholders, or b.by an association in the regular course of securing or collecting a debt previously contracted in good faith, or c.at t
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  • §18-803. Definitions. 

    A. As used herein, unless the context clearly indicates that a different meaning is intended: 

    1. "Associated act" means the Oklahoma General Corporation Act, Section 1001 et seq. of this title, in the case of a corporation; the Oklahoma Revised Uniform Limited Partnership Act, Section 301 et seq. of Title 54 of the Oklahoma Statutes, in the case of a limited partnership; or the Oklahoma Limited Liability Company Act, Section 2000 et seq. of this title, in the case of a limited liability company; 

    2. "Interest" means a share of stock in a corporation, a partnership interest in a limited partnership or a membership interest in a limited liability company; 

    3. "Owner" means a shareholder in the case of a corporation, a general or limited partner in the case of a limited partnership or a member in the case of a limited liability company; 

    4. "Manager" means a director or officer in the case of a corporation, a general partner in the case of a limited partnership or a manager in the case of a limited liability company; 

    5. "Professional entity" means a domestic corporation, limited partnership or limited liability company formed for the purpose of rendering professional service; 

    6. "Professional service" means the personal service rendered by: 

    a.  a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through 524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of medicine, 

    b.  an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of osteopathy, 

    c.  a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic, 

    d.  a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine, 

    e.  an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of optometry, 

    f.  a veterinarian pursuant to a license under Sections 698.1 through 698.18 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of veterinary medicine, 

    g.  an architect pursuant to a license under Sections 46.1 through 46.37 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of architecture, 

    h.  an attorney pursuant to his authority to practice law granted by the Supreme Court of the State of Oklahoma, 

    i.  a dentist pursuant to a license under Sections 328.1 through 328.51a of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry, 

    j.  a certified public accountant or a public accountant pursuant to his authority to practice accounting under Sections 15.1 through 15.35 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of public accountancy, 

    k.  a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of psychology, 

    l.  a physical therapist pursuant to a license under Sections 887.1 through 887.18 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of physical therapy, 

    m.  a registered nurse pursuant to a license under Sections 567.1 through 567.16a of Title 59 of the Oklahoma Statutes, and any other subsequent laws regulating the practice of nursing, 

    n.  a professional engineer pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering, 

    o.  a land surveyor pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying, 

    p.  an occupational therapist pursuant to Sections 888.1 through 888.15 of Title 59 of the Oklahoma Statutes and any subsequent law regulating the practice of occupational therapy, 

    q.  a speech pathologist or speech therapist pursuant to Sections 1601 through 1622 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of speech pathology, 

    r.  an audiologist pursuant to Sections 1601 through 1622 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of audiology, 

    s.  a registered pharmacist pursuant to Sections 353 through 366 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of pharmacy, 

    t.  a licensed perfusionist pursuant to Sections 2051 through 2071 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of perfusionists, 

    u.  a licensed professional counselor pursuant to Sections 1901 through 1920 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of professional counseling,  

    v.  a licensed marital and family therapist pursuant to Sections 1925.1 through 1925.18 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of marital and family therapy, or 

    w.  a dietitian licensed by the Licensed Dietitian Act and subsequent laws regulating the practice of dieticians; 

    7. "Related professional services" means those services which are combined for professional entity purposes as follows: 

    a.  any combination of the following professionals: 

    (1)  a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through 524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of medicine, 

    (2)  an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of osteopathy, 

    (3)  a dentist pursuant to a license under Sections 328.1 through 328.51a of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry, 

    (4)  a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic, 

    (5)  a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of psychology, 

    (6)  an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of optometry,  

    (7)  a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine, or 

    (8)  a dietitian licensed by the Licensed Dietitian Act and subsequent laws regulating the practice of dieticians, or 

    b.  any combination of the following professions: 

    (1)  an architect pursuant to a license under Sections 46.1 through 46.37 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of architecture, 

    (2)  a professional engineer pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering, or 

    (3)  a land surveyor pursuant to a license under Sections 475.1 through 475.22b of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying; 

    8. "Regulating board" means the board which is charged with the licensing and regulation of the practice of the profession which the professional entity is organized to render; 

    9. "Individual", "incorporator" and "shareholder" each include the trustee of an express trust created by a person duly licensed to render a professional service who has the right to revoke said trust and who is serving as the trustee of said trust. Any certificate required by the Professional Entity Act to be issued to an individual incorporator or shareholder may be issued to the grantor on behalf of a trust. All references in the Professional Entity Act to death and incapacity of a shareholder shall include the death and incapacity of the grantor of a trust which own stock in a professional corporation; 

    10. "Incapacity" of a shareholder means a determination by a court of competent jurisdiction, or otherwise by two independent licensed physicians, that the share holder is fully incapacitated or is partially incapacitated to the extent that the shareholder is not capable of rendering the professional service for which the professional corporation was organized; and 

    11. "Other personal representative" includes the successor trustee of an express trust owning stock in a professional corporation, which trust was created by a person duly licensed to render the professional service for which the professional corporation was organized who has the right to revoke the trust and who is the original trustee of the trust. 

    B. The definitions of the applicable associated act shall apply to this act, unless the context clearly indicates that a different meaning is intended. 

    Added by Laws 1961, p. 204, § 3, emerg. eff. July 26, 1961. Amended by Laws 1963, c. 342, § 1, emerg. eff. June 24, 1963; Laws 1970, c. 95, § 1, emerg. eff. March 30, 1970; Laws 1971, c. 164, § 1, emerg. eff. May 25, 1971; Laws 1976, c. 27, § 1; Laws 1981, c. 312, § 1, eff. Oct. 1, 1981; Laws 1983, c. 4, § 1, eff. Nov. 1, 1983; Laws 1986, c. 292, § 147, eff. Nov. 1, 1986; Laws 1990, c. 328, § 1, eff. Sept. 1, 1990; Laws 1993, c. 345, § 1, eff. Sept. 1, 1993; Laws 1994, c. 216, § 1, emerg. eff. May 20, 1994; Laws 1995, c. 339, § 2, eff. Nov. 1, 1995; Laws 1996, c. 226, § 22, eff. July 1, 1996; Laws 1998, c. 25, § 1, eff. Nov. 1, 1998; Laws 2001, c. 307, § 1, eff. Nov. 1, 2001. 

     

    §18381.1. Short title. 

    Sections 381.1 through 381.78 of this title and Sections 6, 7, 8, 25, 26, 27, 32, 37, 38, 39, 46, 50, 51, and 80 through 87 of this act shall be known and may be cited as the "Oklahoma Savings and Loan Code". 

    Added by Laws 1970, c. 101, § 1, eff. June 1, 1970. Amended by Laws 1987, c. 61, § 1, emerg. eff. May 4, 1987; Laws 1988, c. 65, § 1, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 1, eff. Nov. 1, 2000. 

     

    §18381.2. Definitions. 

    As used in the Oklahoma Savings and Loan Code: 

    1. "Act" or "this act" means the Oklahoma Savings and Loan Code; 

    2. "Association" means a savings and loan association or savings bank, including any association previously referred to as a building and loan association, incorporated and now existing under the laws of this state or hereafter incorporated under this act or which is otherwise authorized to transact savings and loan association or savings bank business under this act; 

    3. "Branch" means any place of business separated from the main office of an association at which deposits are received, checks paid, or money lent; 

    4. "Capital accounts" means permanent capital stock, undivided profits, surplus or reserves; 

    5. "Certificate of Authority" means a certificate issued by the Commissioner authorizing an association to transact association business; 

    6. "Commissioner" means the State Banking Commissioner, or the State Deputy Banking Commissioner when acting on behalf of the Commissioner pursuant to subsections C or E of Section 201 of Title 6 of the Oklahoma Statutes; 

    7. "Consumer banking electronic facility" means any electronic device owned, operated, leased by or on behalf of a bank, savings association, or credit union other than a telephone or modem operated by a customer of a depository institution, to which a person may initiate an electronic fund transfer. The term includes, without limitations, a point-of-sale terminal, automatic teller machine, automated loan machines, video banking centers, or any other similar electronic devices; 

    8. "Department" means the Oklahoma State Banking Department; 

    9. "Deposit account" means any form of deposit, share or other account maintained by a depositor at an association, including demand deposit accounts, whether evidenced by a passbook, certificate, or otherwise, and which does not represent permanent capital stock; 

    10. "Deposit association" means an association which is qualified to accept deposit accounts or which becomes so qualified pursuant to this act; 

    11. "Earnings" means the money payable or to be credited to holders of deposit accounts by an association as payment for the use of the funds which constitute such accounts. Earnings on deposit accounts in a deposit association may be designated as interest, and earnings on other deposit accounts may be designated as dividends; 

    12. "Existing mutual association" means a mutual association which was authorized to do business in Oklahoma on the effective date of this act; 

    13. "Federal association" means a savings and loan association or savings bank organized and existing under the laws of the United States; 

    14. "Foreign association" means any firm, company, association, partnership or corporation, by whatever name called, actually engaged in the savings association business, which is not organized under the laws of this state or of the United States; 

    15. "Insured association" means an association the deposit accounts of which are insured by the Federal Deposit Insurance Corporation to the extent provided by federal law; 

    16. "Main office" means the office location which has been designated by the Commissioner or the Office of Thrift Supervision as the main office of an association; 

    17. "Member" means the holder of a deposit account of a mutual association, and also includes the owner of real estate upon which the mutual association holds a mortgage or deed of trust; 

    18. "Mutual association" means an association which derives its principal capital from the deposit accounts of its members and whose members have the right to participate in the management of the association. The term includes any association organized or existing under prior laws of this state. A mutual association is not a deposit association unless and until it becomes qualified as such; 

    19. "Net worth" of a stock association shall mean the aggregate of the permanent capital stock account, paidin surplus, earned surplus, legal and federal insurance reserves and undivided profits; 

    20. "Permanent capital stock" means that part of the capital or liabilities of an association representing ownership of the association and which is not subject to being withdrawn or the value paid to the holder thereof unless and until all other liabilities of the association have been fully liquidated and paid; 

    21. "Shares" or "share accounts" means any deposit account issued by a mutual association in the form of installment shares, optional installment shares, full paid shares, prepaid shares, savings shares, or other shares by whatever name called, evidenced by passbook, certificate, or other evidence or holding; 

    22. "Stock association" means an association which issues permanent capital stock and which limits the right to participate in the management of the association to the holders of such permanent capital stock. Stock associations are also deposit associations; 

    23. "Stockholder" means the holder of permanent capital stock; 

    24. "Withdrawable account" means a deposit account of an association which does not represent permanent capital stock; and 

    25. "Withdrawal value" means the amount paid to an association on a deposit account plus earnings credited thereto, less lawful deductions therefrom. 

    Added by Laws 1970, c. 101, § 2, eff. June 1, 1970. Amended by Laws 1978, c. 168, § 1, eff. July 1, 1979; Laws 1986, c. 219, § 4, emerg. eff. June 9, 1986; Laws 1988, c. 65, § 2, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 1, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 29, eff. July 1, 1993; Laws 2000, c. 81, § 2, eff. Nov. 1, 2000. 

     

    §18-381.2a. Successor agency to Federal Savings and Loan Insurance Corporation - Construction of terms. 

    Wherever the terms "Federal Savings and Loan Insurance Corporation" or "FSLIC" appear in the Oklahoma Statutes, such terms shall be deemed to refer to the successor agency to the Federal Savings and Loan Insurance Corporation established pursuant to federal law. 

    Added by Laws 1993, c. 183, § 30, eff. July 1, 1993. 

     

    §18381.3. Conformity of existing associations. 

    The certificate of incorporation and certificate of authority to transact business as an association, of every association heretofore organized under the laws of this state and existing as of January 1, 2000, shall continue in full force and effect, and the same shall be deemed as modified to conform with this act without the adoption of a new certificate of incorporation or issuance of a new certificate of authority. The contracts, obligations and liabilities of every such association, and the contracts, notes, mortgages, investments and other assets and rights of every kind and nature held by it, as well as its bylaws and resolutions, shall continue in full force and effect. Every such association and every association hereafter incorporated shall have perpetual existence, subject to merger, conversion or liquidation pursuant to the provisions of this act. 

    Added by Laws 1970, c. 101, § 3, eff. June 1, 1970. Amended by Laws 1988, c. 65, § 3, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 3, eff. Nov. 1, 2000. 

     

    §18381.4. Existing capital accounts. 

    The shares of capital, savings share accounts or other capital accounts of every existing association, and the certificates and passbooks evidencing the same, in whatever form issued, shall continue in full force and effect with full deposit account holders' rights, including the right to withdraw, to vote and to share in distribution of assets upon liquidation of the association. 

    Added by Laws 1970, c. 101, § 4, eff. June 1, 1970. Amended by Laws 2000, c. 81, § 4, eff. Nov. 1, 2000. 

     

    §18381.5. Abolition of Oklahoma Savings and Loan Board - Transfer of power, duties and responsibilities to State Banking Commissioner. 

    A. The Oklahoma Savings and Loan Board is abolished. The power, duties and responsibilities exercised by the Oklahoma Savings and Loan Board shall be transferred to the State Banking Commissioner. All unexpended funds, property, records, personnel and outstanding financial obligations and encumbrances of the Oklahoma Savings and Loan Board are hereby transferred to the Oklahoma State Banking Department. 

    B. Any reference to the Oklahoma Savings and Loan Board in the Oklahoma Statutes or in rules promulgated pursuant to the Oklahoma Statutes shall mean the State Banking Commissioner. 

    C. The rules promulgated by the Oklahoma Savings and Loan Board shall continue in effect until such rules are amended or repealed by rule of the Commissioner promulgated pursuant to the provisions of Article I of the Administrative Procedures Act, Section 250.3 et seq. of Title 75 of the Oklahoma Statutes. 

    Added by Laws 1970, c. 101, § 5, eff. June 1, 1970. Amended by Laws 1988, c. 65, § 4, emerg. eff. March 25, 1988; Laws 1993, c. 183, § 31, eff. July 1, 1993; Laws 2000, c. 81, § 5, eff. Nov. 1, 2000. 

     

    §18-381.5a. Savings and Loan Advisory Council. 

    A. There is hereby created the "Savings and Loan Advisory Council" which shall advise the State Banking Commissioner on matters relating to the regulation of savings and loan associations in this state. The Council shall consist of five (5) members, appointed by the Commissioner. At least three of the members shall have been actively engaged as officers in the management of a state-chartered savings and loan association. Members shall serve at the pleasure of the Commissioner. 

    B. The Council shall meet at the call of the Commissioner. Members shall select a chairman at their first meeting and annually thereafter. A majority of the Council shall constitute a quorum for the transaction of business. 

    Added by Laws 1993, c. 183, § 32, eff. July 1, 1993. 

     

    §18-381.6. Repealed by Laws 1993, c. 183, § 73, eff. July 1, 1993. 

    §18-381.6a. Records - Confidentiality. 

    A. The following records in the Oklahoma State Banking Department are designated as public records: 

    1. All applications for association charters and branches and supporting information with the exception of personal financial records of individual applicants; 

    2. All records introduced at public hearings on association charter and branch applications; 

    3. Information disclosing the failure of an association, a foreign association and their branches in this state and the reasons therefor; 

    4. Reports of completed investigations which uncover a shortage of funds in an association or an out-of-state association and branches of either, after the reporting of the shortage to proper authorities by the State Banking Commissioner; 

    5. Names of all stockholders and officers of associations, foreign associations, holding companies, and branches of foreign associations located in this state filed in the office of the Secretary of State; and 

    6. Regular financial call reports of associations. 

    B. All other records in the Department shall be confidential and not subject to public inspection. However, the Commissioner may, in the sole discretion of the Commissioner, divulge such confidential information after receipt of a written request which shall: 

    1. Specify the record or records to which access is requested; and 

    2. Give the reasons for the request. 

    Such records may also be produced pursuant to a valid judicial subpoena or other legal process requiring production, if the Commissioner determines that the records are relevant to the hearing or proceeding and that production is in the best interests of justice. The records may be disclosed only after a determination by the Commissioner that good cause exists for the disclosure. Either prior to or at the time of any disclosure, the Commissioner shall impose such terms and conditions as the Commissioner deems necessary to protect the confidential nature of the record, the financial integrity of any institution to which the record relates, and the legitimate privacy of any individual named in such records. 

    Added by Laws 2000, c. 81, § 6, eff. Nov. 1, 2000. 

     

    §18-381.7a. Examinations – Reports by associations - Penalty. 

    A. 1. The State Banking Commissioner shall, at least every eighteen (18) months or as often as the Commissioner deems advisable, examine every association, and for the purpose of making such examinations and special examinations, shall have full access to all books, papers, securities, records and other sources of information under the control of the association. The Commissioner shall make and file in the office of the Commissioner a report in detail disclosing the results of such examination. The Commissioner shall mail a copy of the report to the association examined. However, the Commissioner may accept, in lieu of any three consecutive association examinations, an examination of the association by the Office of Thrift Supervision, if conducted within a reasonable period of time, and if a copy of the examination is furnished to the Commissioner. 

    2. The Commissioner may also accept any other report relative to the condition of an association, which shall include joint or concurrent examinations that may be obtained by the authorities within a reasonable period, in lieu of such report authorized by the laws of this state to be required of such association by the Oklahoma State Banking Department, provided a copy of such report is furnished to the Commissioner. 

    3. The Commissioner may enter into cooperative, coordinating and information-sharing agreements with the Federal Deposit Insurance Corporation, the Federal Home Loan Bank Board, or the Office of Thrift Supervision with respect to the periodic examination or other supervision of any association. 

    4. When requested in writing upon authority of the board of directors or stockholders owning a majority of the capital stock of any association, the Commissioner shall, if in the opinion of the Commissioner such examination is desirable, make or cause to be made an examination into the affairs and conditions of such association. For such examination, the association shall pay the same fees as provided for in subsection D of Section 381.15 of this title. 

    B. Every association shall make two reports each year. Associations may be required to make more reports if called upon by the Commissioner. All reports shall be according to the form which may be prescribed by the Commissioner. The reports shall be verified by the oath or affirmation of the president, cashier or secretary of such association and attested by the signatures of at least two of the directors. Each report shall exhibit, in detail and under appropriate headings, the resources and liabilities of the association at the close of business on any last day specified by the Commissioner, shall be transmitted to the Commissioner within thirty (30) calendar days after the call date, and may, at the option of the association, be published at the expense of the association in the same form in which it is presented to the Commissioner. The Commissioner shall also have the power to request special reports from any association whenever, in the judgment of the Commissioner, such reports are necessary in order to gain a full and complete knowledge of its condition. However, the reports authorized and required by this section, to be requested by the Commissioner, shall relate to a date prior to the date of such request and such prior date shall be specified in the request. Additionally, the Commissioner may accept, in lieu of the reports referred to in this section, reports made by associations that are members of the Federal Home Loan Bank System on forms provided by the Federal Home Loan Bank System. 

    C. Every association which fails to make and transmit any report required pursuant to this section shall be subject to a penalty, at the discretion of the Commissioner, not to exceed Fifty Dollars ($50.00) for each day, after the specified period, that the association delays to make and transmit its report. Whenever any association delays or refuses to pay the penalty herein imposed for a failure to make and transmit a report, the Commissioner is hereby authorized to maintain an action in the name of the state against the delinquent association for the recovery of such penalty, and all sums collected by such action shall be paid into the State Treasury to be credited to the General Revenue Fund. 

    D. The Commissioner may provide a form for the examinations and reports set forth in this section. All examinations and reports received by the Commissioner shall be preserved in the office of the Commissioner for a period of not less than five (5) years. The preservation may be in an electronic format, and paper copies or originals need not be retained. Such examination, reports and all other records of operating associations in the Department are to be kept confidential, except as permitted by this act. 

    Added by Laws 2000, c. 81, § 7, eff. Nov. 1, 2000. 

     

    §18-381.8. Repealed by Laws 1993, c. 183, § 73, eff. July 1, 1993. 

    §18-381.8a. Preservation of documents – Electronically stored or imaged documents or reproductions. 

    All documents which the Oklahoma State Banking Department is required, by any provision of this act or by any other statute or rule of this state, to retain or preserve in its possession may be retained and preserved, in lieu of retention of the original records or copies, in an electronic format and stored by electronic imaging or otherwise so that the documents may be reproduced later. Any such electronically stored or imaged document or reproduction shall have the same force and effect as the original document and be admitted in evidence as if such document was the original. 

    Added by Laws 2000, c. 81, § 8, eff. Nov. 1, 2000. 

     

    §18-381.9. Repealed by Laws 2000, c. 81, § 88, eff. Nov. 1, 2000. 

    §18381.10. Certificate of authority. 

    No association or foreign association shall transact business or operate in this state without a certificate of authority issued by the State Banking Commissioner. 

    Laws 1970, c. 101, § 10, eff. June 1, 1970; Laws 1993, c. 183, § 34, eff. July 1, 1993. 

     

    §18381.11. Supervision by State Banking Commissioner – Additional powers – Orders – Notice and hearing – Temporary orders – Cooperative agreements - Opinions. 

    A. The State Banking Commissioner shall have general supervision of associations, in addition to the authority set forth in other sections of this act. In addition to other powers conferred by this act, the Commissioner shall have the power to order an association, a holding company of an association, shareholder, officer, director, or employee to: 

    1. Maintain an accounting system in accordance with such rules as may be prescribed by the Commissioner; provided, the accounting system required shall have due regard to the size of the association; 

    2. Observe methods and standards which the Commissioner may prescribe for determining the value of various types of assets; 

    3. Charge off the whole or part of an asset which at the time of the Commissioner's action could not lawfully be acquired; 

    4. Write down an asset to its market value; 

    5. Record liens and other interests in property; 

    6. Obtain a financial statement from a borrower to the extent the association can do so; 

    7. Obtain insurance against damage to real estate taken as security; 

    8. Search, or obtain insurance for, the title to real estate taken as security; 

    9. Maintain adequate insurance against such other risks as the Commissioner may determine to be necessary and appropriate for the protection of depositors and the public; and 

    10. Cease and desist from engaging in any act or transaction, or doing any act in furtherance thereof, which would constitute a violation of the provisions of this act, applicable federal laws, the applicable laws of another state, or a lawful regulation issued thereunder, or to cease and desist from engaging in any unsafe or unsound practice. 

    B. Before issuing an order provided for in subsection A of this section, the Commissioner shall give reasonable notice and opportunity for a hearing. However, if the Commissioner makes written findings of fact that the protection of depositors will be harmed by delay in issuing an order provided for in subsection A of this section, the Commissioner may issue a temporary order pending the hearing on the order provided for in subsection A of this section. The temporary order shall remain in effect until three (3) business days after the hearing on the order provided for in subsection A of this section and shall become final if the association subject to the order fails within fifteen (15) days after the receipt of the order to request a hearing to determine whether the temporary order should be modified, vacated, or become final. If a hearing on the temporary order is not held upon written request, the temporary order shall dissolve, and the order provided for in subsection A of this section shall not be issued except upon reasonable notice and opportunity for hearing. 

    C. The Commissioner may enter into cooperative, coordinating, and information-sharing agreements with any other supervisory agencies or any organization affiliated with or representing one or more supervisory agencies with respect to the periodic examination or other supervision of any association, bank holding company, or branch in this state or an out-of-state association, or any branch of an Oklahoma-chartered association in any other state, and the Commissioner may accept such reports of examination and reports of investigation in lieu of conducting the Commissioner's own examinations or investigations. 

    D. The Commissioner may enter into cooperative agreements with other regulatory agencies to facilitate the regulation of associations and holding companies doing business in this state. The Commissioner may accept reports of examinations and other records from such other agencies in lieu of the Oklahoma State Banking Department conducting the examinations of associations controlled by out-of-state holding companies. The Commissioner may take any action jointly with other regulatory agencies having concurrent jurisdiction over associations and holding companies or may take such actions independently in order to carry out the Commissioner's responsibilities. 

    E. 1. The Commissioner may issue interpretive statements containing matters of general policy for the guidance of associations subject to this act. The Commissioner may amend or repeal an interpretative statement by issuing an amended statement or notice of repeal of a statement and shall provide notice thereof and make it available upon request to all associations chartered under this act. 

    2. The Commissioner may issue opinions in response to specific requests from members of the public or the association industry directly or through the Deputy State Banking Commissioner or the attorneys of the Department. The Commissioner may amend or repeal an opinion by issuing an amended statement or notice of repeal of an opinion and shall provide notice thereof and make it available upon request to all associations chartered under this act. However, the requesting party may rely on the original opinion if: 

    a.  all material facts were originally disclosed to the Commissioner, 

    b.  considerations of safety and soundness of the affected association are not implicated with respect to further and prospective reliance on the original opinion, and 

    c.  the text and interpretation of relevant governing provisions of this act have not been changed by legislative or judicial action. 

    3. An interpretive statement or opinion issued under this section does not have the force of law and is not a rule. 

    F. Upon failure of such association to comply with the order or requirements of the Commissioner, the Commissioner may suspend the certificate of authority to transact business of such association, or the Commissioner may place the association in receivership in the manner provided by this act. 

    Added by Laws 1970, c. 101, § 11, eff. June 1, 1970. Amended by Laws 1993, c. 183, § 35, eff. July 1, 1993; Laws 2000, c. 81, § 9, eff. Nov. 1, 2000. 

     

    §18-381.12. Repealed by Laws 1993, c. 183, § 73, eff. July 1, 1993. 

    §18381.13. Savings and loan administrator. 

    The State Banking Commissioner may appoint a savings and loan administrator with special duties and authority of conducting and supervising examinations of associations in addition to such other duties as the Commissioner may assign to the savings and loan administrator. 

    The bond of the savings and loan administrator shall be the same as that set for the Deputy State Banking Commissioner. 

    Added by Laws 1970, c. 101, § 13, eff. June 1, 1970. Amended by Laws 1979, c. 173, § 10; Laws 1988, c. 65, § 7, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 10, eff. Nov. 1, 2000. 

     

    §18381.14. Limitation of liability. 

    The State Banking Commissioner, or any member of his staff including any member of the Savings and Loan Advisory Council, shall not be liable in any civil action for damages for any act done or omitted in good faith in performing the functions of his office. 

    Laws 1970, c. 101, § 14, eff. June 1, 1970; Laws 1993, c. 183, § 36, eff. July 1, 1993. 

     

    §18-381.15. Examination and audit reports from Director of the Office of Thrift Supervision – Assessments and fees – Special examinations. 

    A. In the case of any insured association which is examined periodically by the Director of the Office of Thrift Supervision, and whose financial records are audited periodically in accordance with regulations of the Director of the Office of Thrift Supervision, the State Banking Commissioner may accept such examination and audit reports, and rely upon accuracy thereof, in lieu of examinations by the savings and loan administrator. It shall be the responsibility of each insured association to provide such reports to the Commissioner within ten (10) days of such time as such reports are received from the agency, person or firm preparing them. The Commissioner may require a special examination of any association to be made at any time when in the judgment of the Commissioner an examination may be necessary. 

    B. The Commissioner shall charge and collect assessments from each association chartered pursuant to this act on each One Thousand Dollars ($1,000.00) of assets, or major fraction thereof, at a rate established by the Commissioner. The Commissioner may charge and collect assessments on an annual basis and may, in addition to any annual assessment, charge and collect a special assessment from each association, at rates established by the Commissioner. Assessments shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes. Effective January 1, 2005, and each year thereafter, twenty percent (20%) of all assessments collected pursuant to this subsection shall be deposited to the General Revenue Fund of the State Treasury. The annual assessments shall be paid to the Oklahoma State Banking Department no later than the fifth day of February in each year. 

    C. The Commissioner shall charge and collect from each association under the supervision of the Commissioner an annual fee, in addition to the assessment set forth in subsection B of this section, of not more than Five Hundred Dollars ($500.00), which shall be deposited in the Oklahoma State Banking Department revolving fund as set forth in Section 211.1 of Title 6 of the Oklahoma Statutes. 

    D. Whenever it is deemed advisable by the Commissioner, a special examination of an association may be conducted. The expense of the Department necessarily incurred in the special examination shall be chargeable to the association at a rate not in excess of Fifty Dollars ($50.00) per examiner per hour plus travel expenses as provided by Section 201.1 of Title 6 of the Oklahoma Statutes for each examining person while engaged at such association. 

    E. Each foreign association doing business in this state under a certificate of authority shall furnish to the Commissioner, with each annual examination report, a statement showing the total amount of Oklahoma real estate loans and other loans made to Oklahoma residents. The annual supervisory fee of every such foreign association shall be computed and paid on the aggregate amount of such loans at the rate of twelve cents ($0.12) per One Thousand Dollars ($1,000.00) of such loans. 

    F. Except as otherwise provided by law, all fees set by the Commissioner or otherwise provided for in rules promulgated by the Commissioner shall be deposited in the Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes. 

    Added by Laws 1970, c. 101, § 15, eff. June 1, 1970. Amended by Laws 1975, c. 236, § 2, emerg. eff. May 30, 1975; Laws 1979, c. 173, § 11; Laws 1988, c. 65, § 8, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 2, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 37, eff. July 1, 1993; Laws 2000, c. 81, § 11, eff. Nov. 1, 2000; Laws 2003, c. 356, § 8, emerg. eff. June 3, 2003. 

     

    §18381.16. Filing requirements for new mutual and stock associations. 

    At any time hereafter when ten or more individuals, residents of this state, desire to form a mutual association, or one or more individuals, residents of this state, desire to form a stock association under the provisions of this act, such persons, hereinafter referred to as the incorporators, shall file with the State Banking Commissioner the following: 

    1. Four copies of the proposed certificate of incorporation, signed and acknowledged by all of the incorporators and addressed to the Secretary of State; 

    2. An original and three copies of an application for a certificate of authority to transact business as an association, addressed to the Commissioner; 

    3. Four copies of the proposed bylaws for the proposed association; 

    4. A remittance of Two Hundred Dollars ($200.00) payable to the Secretary of State of Oklahoma, as the incorporation fee in lieu of the fees prescribed by paragraph 9 of subsection A of Section 1142 of this title, which shall not be applicable to an association; and 

    5. A deposit of Two Thousand Dollars ($2,000.00) payable to the Commissioner to be used for the purpose of defraying expenses of an investigation and report of the feasibility of the proposed association and other expenses incidental to the consideration of the application. 

    Added by Laws 1970, c. 101, § 16, eff. June 1, 1970. Amended by Laws 1975, c. 236, § 3, emerg. eff. May 30, 1975; Laws 1984, c. 229, § 7, operative July 1, 1984; Laws 1988, c. 65, § 9, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 3, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 38, eff. July 1, 1993; Laws 2000, c. 81, § 12, eff. Nov. 1, 2000. 

     

    §18381.17. Contents of certificate of incorporation. 

    The certificate of incorporation shall set forth: 

    1. The name of the association; 

    2. That its term of existence is perpetual; 

    3. That the purpose for which it is formed is to engage in the business of an association pursuant to the Oklahoma Savings and Loan Code and the rules promulgated thereunder; 

    4. The place where it is to maintain the main office for the transaction of business; 

    5. The names and addresses of the incorporators, and the amounts of the deposit accounts or number of shares of stock subscribed by each of them; 

    6. If the association will be a stock association, the number of shares of stock of each class to be authorized and issued and the par value per share; and 

    7. Such other proper provisions to govern the business and affairs of the association as may be desired by the incorporators. 

    Added by Laws 1970, c. 101, § 17, eff. June 1, 1970. Amended by Laws 1988, c. 65, § 10, emerg. eff. March 25, 1988; Laws 1993, c. 183, § 39, eff. July 1, 1993; Laws 2000, c. 81, § 13, eff. Nov. 1, 2000. 

     

    §18381.18. Application and supporting data. 

    The application for a certificate of authority to transact business as an association shall be accompanied by data concerning the community in which the proposed association is to be located, the occupations of the incorporators, and a plan for payment of expenses of the proposed association until it is incorporated and is granted a certificate of authority, in the case of a stock association, or until it becomes selfsustaining from its own operating income in the case of a mutual association. 

    Added by Laws 1970, c. 101, § 18, eff. June 1, 1970. Amended by Laws 1988, c. 65, § 11, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 14, eff. Nov. 1, 2000. 

     

    §18381.19. Order – Certificate of authority. 

    The State Banking Commissioner shall act upon and issue an order granting or denying each application for a certificate of authority. If the Commissioner finds that the application should be granted, the Commissioner shall designate the amount of deposit accounts required and fix a reasonable time within which the funds subscribed may be placed in escrow in a bank or trust company approved by the Commissioner, to be delivered to the association after incorporation or returned to the subscribers if incorporation is not completed. The Commissioner may also require the incorporators to advance funds necessary to pay organizational expenses and other expenses for starting business, such advances to be repaid by the association after its incorporation and the granting of its certificate of authority, in the case of a stock association, or after its income is sufficient to meet reserve requirements, in the case of a mutual association, and further, in the case of a mutual association, to pay reasonable earnings on the deposit accounts of the association. If and when all requirements are met, a certificate of authority shall be issued by the Commissioner. The Secretary of State shall file the approved certificate of incorporation upon receipt of the incorporation fee. If the deposit accounts of the association are to be insured, approval shall be contingent upon the making, by the proposed association, of a bona fide application for insurance of accounts and deposits by the Federal Deposit Insurance Corporation and upon approval of such application by the Federal Deposit Insurance Corporation. 

    Added by Laws 1970, c. 101, § 19, eff. June 1, 1970. Amended by Laws 1975, c. 236, § 4, emerg. eff. May 30, 1975; Laws 1988, c. 65, § 12, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 4, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 40, eff. July 1, 1993; Laws 2000, c. 81, § 15, eff. Nov. 1, 2000. 

     

    §18381.20. Payment into escrow account - Required savings capital. 

    A. Before a certificate of authority is issued for a new mutual association, there shall be paid into the escrow fund as subscriptions to deposit accounts of the proposed association such aggregate amount as the State Banking Commissioner shall deem adequate, but, if insured, not less than an amount necessary to meet the requirements of the Federal Deposit Insurance Corporation. If the organizers intend to organize and operate the association without federal insurance on its deposit accounts, the amount paid into the escrow fund as subscriptions to deposit accounts of the proposed association shall be at the sole discretion of the Commissioner. 

    B. No permanent capital stock association may be organized hereafter unless, prior to the filing of its certificate of incorporation, such amounts of its permanent capital stock as the Commissioner shall deem adequate, but, if insured, not less than an amount necessary to meet the requirements of the Federal Deposit Insurance Corporation shall have been subscribed for and paid for in lawful money of the United States. If the organizers intend to organize and operate the association without federal insurance on its deposit accounts, the amount of permanent capital stock required shall be at the sole discretion of the Commissioner. 

    Added by Laws 1970, c. 101, § 20, eff. June 1, 1970. Amended by Laws 1978, c. 168, § 2, eff. July 1, 1979; Laws 1987, c. 61, § 3, emerg. eff. May 4, 1987; Laws 1988, c. 65, § 13, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 5, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 41, eff. July 1, 1993; Laws 2000, c. 81, § 16, eff. Nov. 1, 2000. 

     

    §18381.21. Corporate existence Organizational meeting. 

    The corporate existence of an association shall begin on the date of filing of the certificate of incorporation with the Secretary of State and within thirty (30) days thereafter an organizational meeting shall be held by the deposit account holders or permanent capital stock subscribers pursuant to notice mailed to each of them not less than seven (7) days before the date of the meeting. At such meeting, bylaws of the association shall be adopted and directors shall be elected. 

    Added by Laws 1970, c. 101, § 21, eff. June 1, 1970. Amended by Laws 1978, c. 168, § 3, eff. July 1, 1979; Laws 1988, c. 65, § 14, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 17, eff. Nov. 1, 2000. 

     

    §18381.22. Corporate name. 

    The name of every association hereafter incorporated pursuant to this act, and of any existing association which hereafter changes its name, shall be approved by the State Banking Commissioner. The name shall not so nearly resemble the name of another association or federal association as to be likely to deceive the public. Associations may operate under trade names as approved by the Commissioner. 

    Added by Laws 1970, c. 101, § 22, eff. June 1, 1970. Amended by Laws 1987, c. 61, § 4, emerg. eff. May 4, 1987; Laws 1990, c. 118, § 6, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 42, eff. July 1, 1993; Laws 2000, c. 81, § 18, eff. Nov. 1, 2000. 

     

    §18381.23. Exclusiveness of name. 

    No person, firm, company, partnership or corporation, either domestic or foreign, unless lawfully authorized to do business in this state under the provisions of this act, shall do business in this state under any name or title which contains the terms "savings and loan", "building and loan", "savings association", "savings bank" or combination of such terms in any manner which indicates or reasonably implies that its business is of the character or kind carried on or transacted by an association, or that is likely to lead any person to believe that such business is that of an association. Upon application by the Commissioner, or any association, a court of competent jurisdiction may issue an injunction to restrain any such entity from violating or continuing to violate the provisions of this section. 

    Added by Laws 1970, c. 101, § 23, eff. June 1, 1970. Amended by Laws 1988, c. 65, § 15, emerg. eff. March 25, 1988; Laws 2000, c. 81, § 19, eff. Nov. 1, 2000. 

     

    §18381.24. Change of office location - Change of name. 

    No association shall move its main office or branch office, or change its name except with permission granted by order of the State Banking Commissioner. In the event permission is granted to move the main office to a town or city other than that named in the certificate of incorporation of the association, or to change the name, an amended certificate of incorporation shall be filed. 

    Added by Laws 1970, c. 101, § 24, eff. June 1, 1970. Amended by Laws 1988, c. 65, § 16, emerg. eff. March 25, 1988; Laws 1990, c. 173, § 19, emerg. eff. May 3, 1990; Laws 1993, c. 183, § 43, eff. July 1, 1993; Laws 2000, c. 81, § 20, eff. Nov. 1, 2000. 

     

    §18-381.24a. Branch banking - Deposit limitation – Certificate - Penalty. 

    A. Beginning on the effective date of this act, upon approval of the State Banking Commissioner, any association shall be authorized to establish and operate in this state, on real property owned or leased by the association, an unlimited number of branches by acquisition, de novo, or otherwise. Such branches may be fixed or mobile, and any permissible function, business, power, or activity of any kind of the association may be performed or engaged in at such location. However, branches established by acquisition shall be subject to the limitations as set forth in subsection B of this section. 

    B. 1. It shall be unlawful for any association to acquire any other association, federal association or bank in this state or any portion of its assets if such acquisition would result in the association having direct or indirect ownership or control of more than fifteen percent (15%) of the aggregate deposits of all financial institutions located in this state which have deposits insured by the Federal Deposit Insurance Corporation as determined by the Commissioner on the basis of the most recent reports of such institutions to their supervisory authorities which are available at the time of the proposed acquisition. 

    2. The deposit limitation provided for in this subsection shall not apply to disallow an acquisition of a bank, association or federal association if control results only by reason of ownership or control of shares of such financial institution acquired directly or indirectly: 

    a.  in a good faith fiduciary capacity, except when such shares are held for the benefit of the acquiring association's shareholders, or 

    b.  by an association in the regular course of securing or collecting a debt previously contracted in good faith, or 

    c.  at t

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