Title 18, Title 18 — Corporations

Pursuant to a plan agreed upon by at least two-thirds of the members of the board of directors as being equitable to the members or stockholders of the association and as not impairing other associations, foreign associations, and federal associations, an association may merge or…

A. With the approval of the State Banking Commissioner, an association may liquidate and dissolve. The Commissioner may grant such approval upon an application by an association after the proposal to liquidate and dissolve has been approved by a vote of a majority of the outstand…

association - Authorization and approval - Assumption of certificates of deposit - Transfer of fiduciary positions. A. Any association may sell to any other association, federal association, national banking association or Oklahoma-chartered bank all, or substantially all, of the…

Except as this act otherwise provides, no foreign association shall be granted permission by the State Banking Commissioner or the Secretary of State to do business within this state and each foreign association now holding a certificate of authority issued by the Commissioner ma…

unauthorized associations. A. A federal association not having its main office or any branches in this state or any foreign association may apply to the State Banking Commissioner for a limited certificate of authority to transact business in this state. The application shall exp…

Federal associations are not deemed to be foreign associations. Unless federal laws or regulations provide otherwise, federal associations, which have their main office in this state, and members thereof shall possess all of the rights, powers, privileges, benefits, immunities an…

Oklahoma-chartered bank - Vesting of property rights - Pending actions - Conversion of mutual associations - Disposition of preexisting reserves. A. At an annual meeting or at any special meeting of the members or stockholders called to consider such action, any association may c…

Oklahoma-chartered bank into stock association. A. At an annual meeting or at any special meeting of the stockholders called to consider such action, any national banking association or Oklahoma-chartered bank may convert itself into a stock association pursuant to this act upon …

chartered banks into stock association - Approval by boards of directors - Terms of agreement - Approval by Board - Approval by stockholders. A. Upon approval of the State Banking Commissioner, one or more national banking associations or Oklahoma-chartered banks may be merged wi…

association - Rights and liabilities of association and stockholders - Applicable law. Nothing in the law of this state shall restrict the right of a stock association to merge with and into a national banking association. The action to be taken by a constituent stock association…

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 intro…

As used in this section and Sections 381.72 and 381.73 of this title: 1. "Acquire" means: a. the merger or consolidation of an out-of-state savings institution with or into an in-state savings institution, b. the acquisition by an out-of-state savings institution of direct or ind…

Approval of acquisition - Branching, acquisition and conversion by subsidiaries - Limitations and restrictions - Applicable law - Penalties. A. An out-of-state savings institution, upon approval by the State Banking Commissioner, may acquire direct or indirect control of an unlim…

A. Except as otherwise provided in this act, the State Banking Commissioner may take possession of a state-chartered savings and loan association, if the Commissioner determines that: 1. The business of the association is being conducted in an unlawful or unsound manner; 2. The a…

A. A plan of reorganization shall not be acceptable unless: 1. Such plan is feasible and fair to all classes of depositors, creditors and stockholders; 2. The aggregate face amount of the interest accorded to any class of depositors, creditors or stockholders under the plan does …

A. In liquidating an association, the State Banking Commissioner may exercise any power of such association, but shall not, without the approval of the district court where notice of possession was filed: 1. Sell any asset of the association having a value in excess of Five Hundr…

A. The Federal Deposit Insurance Corporation (FDIC) may act without bond as the liquidating agent of any insured association closed by the State Banking Commissioner. B. The Commissioner, upon closing an insured association, may tender to the FDIC the appointment as liquidator of…

Commissioner. Any officer, director or employee of an association found by the State Banking Commissioner to be dishonest, reckless, unfit to participate in the conduct of the affairs of the association, or to have engaged or participated in any unsafe or unsound practice in conn…

Any final order of the Commissioner issued under this act or rules promulgated under this act shall be appealable pursuant to the provisions and requirements of Section 207 of Title 6 of the Oklahoma Statutes. Added by Laws 2000, c. 81, § 80, eff. Nov. 1, 2000.

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, secur…

A. Any person responsible for an act or omission or a criminal offense expressly declared to be unlawful by this act or rules promulgated under this act shall be guilty: 1. Of a misdemeanor punishable by imprisonment for a term not exceeding one (1) year or a fine not exceeding F…

penalty or judgment upon another person. It shall be unlawful for an association to pay a fine or penalty imposed by law upon any other person or any judgment against such person or to reimburse directly or indirectly any person by whom such fine, penalty or judgment has been pai…

It shall be unlawful for an association to receive any deposit after it has been notified by its primary regulator that it is insolvent or for an officer, director or employee who knows or, in the proper performance of such duty should know of the notification of such insolvency,…

director. It shall be unlawful for any person to serve as an officer or director of an association who: 1. Has been convicted of an offense constituting, in the jurisdiction in which the conviction was rendered, a violation of the banking, savings institution or credit union laws…

of association funds. It shall be a criminal offense for any officer, director, shareholder or employee of any association to directly or indirectly embezzle, abstract, or misapply, or cause to be embezzled, abstracted or misapplied any of the funds or securities or other propert…

representation. It shall be unlawful for any person to publish, utter, or circulate any false, malicious, or unprivileged statement or representation for the purpose of injuring any association chartered, existing and doing business within the State of Oklahoma, under and by virt…

A. Whenever a violation of this act by an association or any officer, director or employee thereof is threatened or impending and will cause substantial injury to the institution or to the depositors, creditors, or stockholders thereof, the district court of the county in which t…

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…

Thirty (30) days after the passage and approval of this bill, all chambers of commerce, commercial clubs, or any such associations organized and doing business in this state as is commonly done by such associations shall make a report to their entire membership, setting forth and…

Ten or more persons may form a corporation for the purpose of conducting an agricultural, dairy, livestock, irrigation, horticultural, mercantile, mining, manufacturing, mechanical, or industrial business upon a co-operative plan, and with their associates, successors and assigns…

The incorporators shall sign and acknowledge, in the manner required for the signing and acknowledgment of deeds, a certificate of incorporation showing the following facts: (1) The corporate name. (2) The purpose of corporation. (3) The amount of capital stock. (4) The number of…

corporations. The articles of incorporation shall be filed with the Secretary of State whereupon he shall issue to the corporation over the Great Seal of the State of Oklahoma, a certificate that the articles containing the required statement of facts have been filed in his offic…

The articles of incorporation may be amended at any time, or from time to time, by the affirmative vote of two-thirds of the members present at any annual meeting of the stockholders, if notice of the proposed amendment shall have been given in the call for such meeting. Such ame…

Each corporation formed under the provisions of this act shall have power: (1) To have succession by its corporate name for the period limited in its certificate. (2) To sue and be sued, complain and defend in any court. (3) To establish and use a common seal and alter the same. …

The stock of such corporation shall not be sold at less than its par value. Twenty percent (20%) of the par value of the stock subscribed for shall be paid in before the corporation shall commence business, and the remainder of such subscriptions shall be paid from time to time u…

Each shareholder or subscriber shall be entitled to one vote, and no more, irrespective of the number of shares owned, at any meeting of the stockholders. Voting by proxies or absentee voting may be permitted and regulated by the bylaws. In the absence of such provision in the by…

All subscribers or shareholders shall be severally and individually liable to the creditors of the corporation, to the amount of the unpaid capital stock subscribed for, or held by them, respectively and to no other or further amount. Laws 1919, c. 147, p. 213, § 8; Laws 1923, c.…

The stock, property and affairs, of such corporation shall be managed by the board of directors, which shall consist of five (5) members, all of whom must be stockholders, and who shall be elected at the annual meeting of the stockholders. At the first meeting of the stockholders…

Any director or officer of such corporation may be removed by a majority vote of the stockholders at any regular or special stockholders' meeting lawfully called, and the vacancy may be filled at such meeting or by the remaining directors at any regular or special meeting thereaf…

If the indebtedness of such corporation shall at any time exceed the amount of its subscribed capital stock and surplus the directors assenting thereto shall be personally and individually liable for such excess to the creditors. Except any indebtedness created in favor of the St…

The directors, subject to revision by the stockholders, at any general or special meeting lawfully called, shall apportion the net earnings and profits thereof from time to time at least once in each year in the following manner: (1) Not less than ten percent (10%) thereof accrui…

If the directors of such corporation shall declare and pay any dividend or apportionment of earnings, or profits to members or nonmembers when the corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable…

At the time of each dividend or apportionment of profits and at least once in every year, the directors shall cause to be prepared a statement showing the financial condition of the corporation at the end of the period to which such dividend or apportionment relates, in such form…

No person, firm or association, nor any corporation other than such as shall be organized pursuant to Sections 421 through 439.2 of this title or pursuant to the Uniform Limited Cooperative Association Act of 2009, shall make use of the word "cooperative", in the name under which…

Any corporation organized under this act, which fails to comply with all the provisions of this act, shall thereby forfeit its charter, and the Secretary of State is hereby authorized and directed to recall the charter of any such corporation. Laws 1919, c. 147, p. 214, § 16.

This act may be cited as the "Rural Electric Cooperative Act". Laws 1939, p. 256, § 1.

Cooperative, nonprofit, membership corporations may be organized under this act for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas. Corporations organized under this act and corporations which become subject to this act in the …

The officers of a cooperative shall consist of a president, vice president, secretary and treasurer, who shall be elected annually by and from the board of trustees. No person shall continue to hold any of the above offices after he shall have ceased to be a trustee. The offices …

location without amending articles. (a) A cooperative may amend its articles of incorporation by complying with the following requirements: (1) The proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annu…

Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new cooperative, hereinafter designated the "new cooperative", by complying with the following requirements: (a) The proposition for the consolidation of th…