All corporate trust companies now existing or hereafter created shall have the power to:

1. Receive deposits of trust moneys; to receive upon deposit for safekeeping personal property of every description; to guarantee special deposits; and to own or control safety vaults and rent the boxes therein;

2. Accept and execute all such trusts and perform such duties of every description as may be committed to them by any person or persons whatsoever, or any corporation, and act as assignee, receiver, trustee and depository, and to accept and execute all such trusts and perform such duties of every description as may be committed or transferred to them by order, judgment or decree of any of the courts of record of this state or of any state or of the United States;

3. Take, accept and hold by the order, judgment or decree of any court of this state, or of any state or territory of the United States, or by gift, grant, assignment, transfer, devise or bequest of any person or corporation, any real or personal property in trust, and to execute and perform any and all such legal and lawful trusts in regard to the same upon the terms, conditions, limitations and restrictions which may be declared, imposed, established or agreed upon in and by such order, judgment, decree, gift, grant, assignment, transfer, devise or bequest, and to execute as principal or surety, and to guarantee against loss any principal or surety upon any bond or bonds required by law to be given in any proceeding in law or equity in any of the courts of this state or of any state or of the United States;

4. Act as agent or attorney-in-fact for any person or corporation in the management and control of real or personal property and the sale or conveyance of the same, and for the investment of money, and to act for and represent corporations or persons under power and letters of attorney, and as agents for persons and corporations for the purpose of issuing, registering, transferring or countersigning the certificates of stock, bonds or other evidences of debt of any corporation, association, municipality, state or public authority, on such terms as may be agreed upon;

5. Accept from and execute trusts for any married persons in respect to their separate property, whether real or personal, and act as agent for them in the management of such property, and generally to have and exercise such powers as are usually had and exercised by trust companies;

6. Act as executor under last will or at the instance of any person entitled to any administration or guardianship of any estate, as administrator of the estate of any deceased person, or as guardian or curator of any minor, or any incapacitated or partially incapacitated person, as such terms are defined by Section 1-111 of Title 30 of the Oklahoma Statutes, or trustee for any convict in the penitentiary under the appointment of any court of record having jurisdiction of the person or estate of such deceased person, minor, or incapacitated or partially incapacitated person;

7. Guarantee the fidelity and diligent performance of their duty of persons or corporations holding places of public or private trust, to guarantee or become surety on any bond given by any person or corporation and to reinsure or guarantee any person or corporation against loss or damage by reason of any risk assumed by insuring the fidelity or diligent performance of duty of any such person or corporation, or by guaranteeing or becoming surety on any bond; and to guarantee the principal or interest, or both, of any securities of any kind;

8. Loan money upon real estate and collateral security, and execute and issue its notes payable at a future date, and to pledge its mortgages on real estate and other securities as security therefor, which notes may be issued to an amount not exceeding, in the aggregate, ten times the amount paid up on the capital stock of the company issuing the same, and shall in no case exceed the amount of the first mortgages pledged to secure their payment;

9. Buy and sell the bonds and warrants of this state, and all other kinds of government, state or municipal bonds; and to buy and sell all kinds of negotiable and nonnegotiable paper, stocks and other investment securities;

10. Act as fiscal agent of the United States, or any state, municipality, body politic or corporation, and in such capacity to receive and disburse money, credits, securities and effects;

11. Act as trustee under trusts created by will or by declaration of trust;

12. Act as guardian for any number of persons;

13. Transfer, register and countersign certificates of stock, bonds, or other evidence of indebtedness, and to act as agent of any corporation, foreign or domestic, for any purpose now or hereafter required by statute or otherwise;

14. Act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and to accept and execute any other municipal or corporate trust not inconsistent with the laws of this state;

15. Take, accept and execute any and all such legal trusts, duties and powers in regard to the holding, management and disposition of any estate, real or personal, and the rents and profits thereof, or the sale thereof, as may be granted or confided to it by any court of record, or by any person, corporation, municipal or other authority, and it shall be accountable to all parties in interest for the faithful discharge of every such trust, duty or power which it may so accept;

16. Be appointed and accept the appointment of assignee or trustee under any assignment for the benefit of creditors of any debtor made pursuant to any statute or otherwise;

17. Collect coupons on or interest upon all manner of securities when authorized by the parties depositing the same;

18. Receive and manage any sinking fund of any corporation upon such terms as may be agreed upon between the corporations and those dealing with it;

19. Generally execute trusts of every description and escrow agreements and to act and serve in any and all fiduciary capacities not inconsistent with the laws of this state or of the United States;

20. Prepare, make and certify abstracts of title to real and personal property and to procure and furnish information in relation thereto, where not otherwise inconsistent with the laws of this state; to guarantee or insure the title to real and personal property to persons interested in such property or in mortgages thereon, against loss, by reason of defective title or other encumbrances of or upon such property, and to make determination of title in connection with the issuance of such guaranties or insurance;

21. Discount and negotiate promissory notes, drafts, bills of exchange and other evidence of debt, buy and sell coin and bullion, to accept for payment at a future date drafts drawn upon it by its customers, and to issue letters of credit, authorizing the holders thereof to draw drafts upon it or upon its correspondents at sight or on time not exceeding one (1) year; provided, that no trust company shall incur liabilities under this paragraph to an amount equal at any time in the aggregate to more than its paid-up and unimpaired capital stock and surplus fund, except with the approval of the Commissioner under such general regulations as to amount of acceptances as the Commissioner may prescribe; and

22. Issue debentures, notes, or other evidences of debt in the manner in which business corporations are authorized to do so and for any legal application of proceeds, but only to the extent of an amount equal to ten times its capital and surplus.

1001.1 Sale of assets [Back]

Any trust company may rediscount or sell any of its assets for temporary purposes, with or without guaranty or endorsement.

1002. Restrictions on acting in certain fiduciary capacities-Reciprocity [Back]

All corporations except:

(1) state banks in Oklahoma having trust powers, national banking associations located in this state and having trust powers and trust companies incorporated under the laws of this state and having trust powers;

(2) corporations which are recognized under Section 501(c)(3) of the Internal Revenue Code as being organized and operated exclusively for educational, religious, chartiable, or other eleemosynary purposes when exercising powers pursuant to the Oklahoma Charitable Fiduciary Act and the Oklahoma General Corporation Act; and

(3) national banks having trust powers, and state banks and trust companies having trust powers located in states which reciprocally allow similar Oklahoma institutions to exercise trust and fiduciary powers therein under no greater restrictions than those imposed under this code on such fiduciary institutions, are prohibited from acting in any of the following fiduciary capacities within this state:

1. As executor or administrator of the estate of any decedent, whether such decedent was a resident of this state or not, and whether the administration of the estate of such decedent be original or ancillary; provided, that if the executor or administrator of the estate of a nonresident decedent be a corporation duly authorized, qualified and acting as such executor or administrator in the jurisdiction of the domicile of the decedent, it may, as a foreign executor or administrator, perform such duties and exercise such powers and privileges as are required, authorized and permitted by Section 1001 of this title;

2. As guardian of any infant, insane person or person physically or mentally incompetent whether domiciled in this state or not;

3. As trustee under any inter vivos trust, will or other testamentary instrument, provided that any corporation which is authorized to act as such trustee under the laws of the place where it has its principal place of business may receive bequests to it as trustee of money or intangible personal property;

4. As trustee of any real estate in this state or any interest therein under any agreement whereby the beneficial interest in such property is vested in others;

5. As receiver or trustee under appointment of any court in this state;

6. As assignee, receiver or trustee of any insolvent person or corporation or under any assignment for the benefit of creditors; or

7. As fiscal agent, transfer agent or registrar of any municipal or private corporation; provided, however, that nothing herein shall prevent any Oklahoma corporation not a bank or trust company and not having trust powers from being its own fiscal agent, transfer agent or registrar concerning its own affairs, stock or securities.

Nothing in this section shall be construed as authorizing or permitting any foreign bank or trust company to maintain an office within this state.

1003. Advertising performance of legal services prohibited [Back]

A. No trust company shall advertise to furnish to the public legal services pertaining to the execution of trusts set forth in Section 1001 of this Code, or to the issuance of securities. No trust company shall advertise to furnish or furnish to the public legal advice or practice or hold itself out as practicing law.

B. Any trust company whose officers or agents solicit legal business shall be subject to a fine not to exceed One Thousand Dollars ($1,000.00).

1004. Deposits of securities with Commissioner [Back]

A. Deposit requirement-As pledge for faithful performance

(1) Before any bank or trust company, including national banking associations, shall transact any fiduciary business within this state it shall deposit with the Commissioner, as security and as a pledge for the faithful performance of its duties as a trust company, cash or interest-bearing securities, which securities shall have a ready market value in an amount regulated by the amount of cash and securities held in trust by the bank or trust company.

(2) Whenever such cash and securities held in trust amount to less than One Million Dollars ($1,000,000.00), the deposit shall be Fifty Thousand Dollars ($50,000.00). Whenever such cash and securities held in trust amount to One Million Dollars ($1,000,000.00) but do not exceed Five Million Dollars ($5,000,000.00), the deposit shall be Two Hundred Fifty Thousand Dollars ($250,000.00). Whenever such cash and securities held in trust amount to Five Million Dollars ($5,000,000.00) but do not exceed Ten Million Dollars ($10,000,000.00), the deposit shall be Four Hundred Thousand Dollars ($400,000.00). Whenever such cash and securities held in trust exceed Ten Million Dollars ($10,000,000.00), the deposit shall be Five Hundred Thousand Dollars ($500,000.00); provided, no trust company not receiving deposits other than funds held by it in trust shall be required to increase the deposit to an amount in excess of its capital. The term "cash and securities held in trust" as employed herein shall not include lands held in trust as collateral security for monies lent or to be lent, nor to trust funds registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (48 Stat. 74, 15 U.S.C. Section 77 (1933)), and the Securities Exchange Act of 1934, as amended (48 stat. 881, 15 U.S.C. Section 78 (1934)).

B. Securities eligible for deposit The securities mentioned in subsection A of this section may be of the following classes and not otherwise:

(1) Interest-bearing bonds, notes or obligations of the United States, or those for which the faith of the United States is pledged for the payment of the principal and interest.

(2) Bonds or other obligations of the State of Oklahoma or any county of this state, or of any incorporated city, town or school or port district of this state having a population of not less than two thousand (2,000) inhabitants as shown by the last Federal Census, or bonds of any other state of the United States, or any county, incorporated city, town or school district having a population of not less than twenty-five thousand (25,000) inhabitants, as shown by the last Federal Census, provided such bonds were issued in compliance with the constitution and laws of such state, and there has been no default in payment of either principal or interest on any of the general obligations of such state, county, incorporated town, city or school or port district for a period of five (5) years next preceding the date of the deposit, and such bonds are a general obligation of the state, county, school or port district, city or town issuing the same.

(3) Bonds, other than foreign bonds, listed on the New York Stock Exchange, provided the total obligation of any one debtor shall not exceed twenty percent (20%) of the aggregate deposit.

(4) Notes or bonds secured by first lien upon improved real estate in the State of Oklahoma. Such loans may be subsequent to taxes not due and bonded indebtedness for public improvement not due, but any such obligation, plus taxes not due and bonded indebtedness for public improvements not due, shall not exceed fifty percent (50%) of the reasonable market value of such real estate, except as provided in Section 1008 of this Code. There shall be filed by the bank or trust company in support of such real estate obligation such appraisal, evidence of merchantable title and insurance as may be required by the Commissioner.

C. Purchase of bond or irrevocable letter of credit in lieu of deposit. As an alternative to the deposit and pledge of cash or securities pursuant to the provisions of this section, a bank or trust company may purchase a bond or irrevocable letter of credit, for the benefit of the Commissioner and any person suffering a loss by reason of the malfeasance of the bank or trust company (a "Claimant"). The amount of the bond or letter of credit must be not less than twice the amount of the cash and securities which would otherwise be required to be pledged under paragraph (2) of subsection A of this section. The bond or letter of credit must be submitted to and approved by the Commissioner. The bond or letter of credit may be canceled only after thirty (30) days' prior written notice to the Commissioner and only after the bank or trust company has made a sufficient deposit of cash or securities under the terms of this section, or the company has been relieved of its fiduciary positions by transfer pursuant to the terms of Section 1109 of this title and has relinquished its trust powers pursuant to the provisions of Section 1017 of this title. Any bank or trust company that does not maintain a bond or letter of credit which complies with the terms of this subsection must make a deposit or pledge of securities pursuant to the terms of this section.

D. Primary liability for deposit. The deposit, bond, or letter of credit required by this section shall be primarily liable for the malfeasance of a company as guardian, executor, administrator, assignee, receiver, trustee under inter vivos trust or trustee under will by an appointment of court, or depository of money in court, and is not liable for any debt or other obligation of the company until such malfeasance liability of the company has been discharged.

E. Right of action against deposit, bond or letter of credit. Any person who suffers loss or damage because of the breach of any trust committed to any bank or trust company shall have a right of action to recover the amount of such loss or damage from the provisions of the bond, letter of credit, or out of the moneys or securities deposited with the Commissioner by the bank or trust company. However, the Commissioner shall not be required to release to a Claimant any amount deposited with the Commissioner or request payment of any amount under the terms of the bond or letter of credit except at the direction of an unappealable order of a court of competent jurisdiction issued in favor of the Claimant. If the amount for which the bank or trust company is liable exceeds the amount of the bond or letter of credit or deposit, all Claimants will receive a pro rata portion of the total bond or deposit based on the Claimant's percentage of the company's total liability.

F. Charge for handling securities The Commissioner may make such charges and assessments for expenses incurred, including insurance, and services rendered in connection with deposits of securities as he deems just and reasonable.

G. Appraisal of real estate securing deposit The Commissioner may appraise, or cause to be appraised, or may in lieu of his own appraisal accept the appraisal of qualified appraisers, every parcel of real estate securing any note or bond offered for deposit with the Commissioner. If the appraisement is made by the Commissioner he shall collect from the company offering the mortgages for deposit his actual expenses in making the appraisement. If the appraisement is made by an appraiser selected by the Commissioner he shall collect a reasonable fee from the company.

H. Certificates of title, title insurance, or title opinion on real estate securing deposit The Commissioner may accept a certificate of title or guaranty of title or title insurance policy from a title insurance company, or the opinion of the attorney who examined the title to the property for the trust company offering a mortgage and note for deposit, or he may require an opinion as to title from the Attorney General.

I. Fire insurance-Deposit of documents with notes or bonds

(1) Fire insurance shall be in effect upon all insurable property for the reasonable value thereof.

(2) All mortgages or deeds of trust and all insurance policies, abstracts of title (when required by the Commissioners), certificates of title, guaranty of title or title insurance policies and appraisements shall be deposited with the notes or bonds. When less than the whole of a bond issue is deposited, the Commissioner shall not require the deposit of the abstract of title, certificate of title, guaranty of title or title insurance policies and appraisements, but may require in lieu thereof a certificate from the trustee of the mortgage or bond issue that such documents have been deposited with the trustee.

J. Substitution of deposit securities-Income of securities deposited

(1) The Commissioner may require the immediate substitution of other securities when he has reason to believe that the market value of securities which have heretofore been deposited have depreciated below their face value. Substitution of securities with the Commissioner at the request of the depositing bank or trust company may be permitted when approved by the Commissioner.

(2) So long as the depositing bank or trust company continues solvent it shall be permitted to receive and retain all interest, income or dividends from all securities deposited with the Commissioner.

K. Return of deposit-Liability of state

(1) The State of Oklahoma is liable for the return of any funds or securities deposited in accordance with this section.

(2) The State of Oklahoma is responsible for the safe return of such securities deposited with the Commissioner under this Code.

1005. Banks having trust powers and trust companies not required to give securities as trustee, etc. [Back]

Banks having trust powers and trust companies of this state having deposited securities with the Commissioner or purchased a bond as provided in Section 1004 of this Code, and authorized to act as assignee, receiver, administrator, executor, guardian, trustee, or in any court appointed fiduciary capacity, shall not be required by any officer or court of this state to give security upon appointment to, or acceptance of, any office of trust which it is by law authorized to execute.

1006. Separation of books and accounts-Labeling securities-Prohibited operations of banks and trust companies having trust powers [Back]

A. Separation of books and accounts Every bank having trust powers and every trust company shall establish and maintain in its office a trust department, in which shall be kept separate and apart from its other business separate books and accounts, and shall keep all moneys, funds, investments and property of the department at all times segregated from and unmingled with other funds, moneys, investments and property.

B. Labeling of securities All bonds, warrants, notes, mortgages, deeds and other securities of every nature shall be so marked, stamped, labeled or otherwise identified and segregated as to indicate the department of which such securities are a part.

C. Prohibited operations of banks and trust companies having trust powers No bank shall receive in its trust department and no trust company shall receive deposits of current funds subject to check or the deposit of checks, drafts, bills of exchange or other items for collection or exchange purposes. Funds deposited or held in trust by the bank or trust company awaiting investment shall be carried in a separate account and shall not be used by the bank or trust company in the conduct of its business unless it shall first set aside in the trust department United States bonds or other securities approved by the Commissioner. Funds awaiting investment may only be so deposited for a short time, not to exceed one (1) year.

1007. Lien and claim upon bank failure [Back]

In the event of the failure of a bank having trust powers the owners of the funds held in trust for investment shall have a lien on the bonds or other securities so set apart in addition to their claim against the estate of the bank.

1008. Investments-Acceptance as securities by public officials of this state [Back]

A. Securities authorized by Oklahoma Trust Act and Oklahoma Uniform Prudent Investor Act Banks having trust powers and trust companies shall have the power of investing the moneys placed in their charge through various trust accounts in such loans and securities as are authorized by the Oklahoma Trust Act and the Oklahoma Uniform Prudent Investor Act.

B. Investments in notes, bonds, or debentures secured, insured or guaranteed by United States-Acceptance by public officials It shall be lawful for banks having trust powers and trust companies subject to the laws of this state, under limitations prescribed by rule by the Commissioner, to invest their funds and trust funds in their custody and possession, eligible for investment, in notes or bonds secured by mortgages or in debentures the payment of which is insured or guaranteed by the United States of America or by any of its departments or agencies, and without regard to the limitation on the appraised value of the real estate securing the notes or obligations and without regard to limitation on the aggregate amount of such notes, bonds or obligations that may be owned or held by any such bank or trust company.

C. Any notes, bonds, mortgages or debentures insured or guaranteed pursuant to subsection B of this section shall be eligible for deposit with any public official of this state whenever deposits of assets of such banks or trust companies shall be required under any law of this state.

1009. Official's oath or affidavit [Back]

In any case in which the laws of a state require that a corporation acting as trustee, executor, administrator, or in any capacity specified in this article shall take an oath or make an affidavit, the president, vice-president, cashier, or trusts officer of such bank or trust company may take the necessary oath or execute the necessary affidavit.

1010. Common trust funds [Back]

A. Any bank or trust company qualified to act as a fiduciary in this state may :

1. Establish one or more common trust funds for the exclusive purpose of furnishing investments to itself as fiduciary to itself and others as cofiduciaries, or to another bank or trust company which is a subsidiary of the same bank holding company as fiduciary or cofiduciary for estates, guardianships, and all other fiduciary relationships now in existence or hereafter created which require or authorize investment of trust funds; and

2. Invest funds which it lawfully holds for investment in interests in such common trust funds, unless:

a. the investment is prohibited by the instrument, judgment, decree, or order creating the fiduciary relationship,

b. in the case of cofiduciaries, the bank or trust company fails to procure the consent of its cofiduciary or cofiduciaries to such investment,

c. the bank or trust company is not at all times in full charge of the full management of the fund, or

d. a cofiduciary or co-trustee has the right to interfere in the management of the common trust funds.

B.

1. The bank or trust company shall not mingle its own funds with common trust funds. Each trust, estate or account owning an interest in such common trust fund shall be deemed to own a proportionate share of each asset of the fund. In determining whether the investment by the trust, estate, or account in such common trust fund is a proper investment for assets held in a fiduciary account, the bank or trust company may consider the common trust fund as a whole and shall not, for example, be prohibited from making the investment if any one or more of the assets of the common trust fund is nonincome producing or might not otherwise be considered a proper investment for a fiduciary account.

2. When making investment decisions pursuant to this subsection, the bank or trust company shall be bound by the provisions of the Oklahoma Trust Act and the Oklahoma Uniform Prudent Investor Act, unless otherwise provided by law.

3. Nothing in this subsection shall in any fashion diminish the responsibility of the bank or trust company to carry out its responsibilities and duties pursuant to the standard of care of a fiduciary in handling trust funds.

C. A bank or trust company administering a common trust fund shall keep proper records, which in addition to all other necessary and proper matters shall show at all times the proportionate interest of each trust in the common trust fund, and, at least once during each period of twelve (12) months, cause an audit to be made of the common trust fund by auditors responsible only to the board of directors of the bank or trust company. The report of such audit shall include a list of the investments comprising the common trust fund at the time of the audit, which shall show the valuation placed on each item on such list by the bank or trust company as of the date of the audit, a statement of purchases, sales and any other investment changes, and of income and disbursements since the last audit, and appropriate comments as to any investment in default as to payment of principal or interest. The reasonable expenses of any such audit made by independent public accountants may be charged the common trust fund. The bank or trust company administering a common trust fund may charge a reasonable fee for the management of the common trust fund provided that;

1. The fee is disclosed in the report of the audit of the common trust fund; and
2. The amount of the fee does not exceed an amount commensurate with the value of legitimate services of tangible benefit to the participating fiduciary accounts that would not have been provided to the accounts were they not invested in the fund.

The bank or trust company shall absorb the costs of establishing or reorganizing a common trust fund. The bank or trust company shall send a copy of the latest report of such audit annually to each person to whom a regular periodic accounting of the trusts participating in the common trust fund ordinarily would be rendered, or shall send advice to each such person annually that the report is available and that a copy will be furnished without charge upon request.

D. Unless ordered by a court of competent jurisdiction, the bank or trust company operating such common trust funds is not required to render court accounting with such funds; but it may, by application to the district court, secure approval of such an accounting after such notice, and on such conditions as the court may establish.

1011. Loans of trust funds to officers and employees prohibited [Back]

It shall be unlawful for any bank or trust company to lend any officer, director or employee any funds held in trust under the powers conferred by this article.

1012. Banks having trust powers and trust companies subject to examination and supervision of Commissioner [Back]

All corporations mentioned in Section 1001 of this article, whether now existing or hereinafter organized and created, are subject to the examination, supervision and regulation by the Commissioner and to the regulations of the Board. The Board is authorized and empowered to promulgate such regulations as it may deem necessary to enforce compliance with the provisions of this article and the proper exercise of the powers granted therein.

1013. Disclosure of communications and writings prohibited-Exceptions [Back]

Every bank exercising trust powers and every trust company shall, except as otherwise provided in this section, keep inviolate all communications and writings made to or by such trustee touching the existence, condition, management and administration of any private trust confided to it. No creditor or stockholder is entitled to disclosure or knowledge of any such communication or writing. However, the president, vice-president, manager, trust officer, secretary or regularly employed attorney of such trust company or bank is entitled to knowledge of any such communication or writing. In any suit or proceeding touching the existence, condition, management or administration of any such trust, the court wherein the same is pending may require disclosure of any communication or writing.

1014. Closing of trust unduly delayed [Back]

Whenever, in the opinion of the Commissioner as a result of a regular or special examination made at his discretion, the closing of any trust in process of administration by any bank or trust company as executor, administrator, guardian, conservator or other trustee is found to be unduly delayed, either through the acts or failure to act of any such bank or trust company or through the acts or failure to act of legal counsel employed in such proceedings, the bank or trust company shall, within thirty (30) days after receiving written notice from the Commissioner, file a report in the premises with the court having jurisdiction of the matter and shall obtain an extension of time under a court order unless such extension is declined by the court. A certified copy of the court's finding in the matter shall be filed by the bank or trust company with the Commissioner within ten (10) days from the issuance of the court order.

1015. Banks authorized to engage in trust business-Powers-Restrictions [Back]

Any bank now or hereafter authorized to engage in the trust business and exercise trust powers shall have and enjoy all the powers granted in this article, save those granted in paragraph (20) of subsection A of Section 1001, and they, their directors, officers and employees shall be subject to all the terms and provisions of this article.

1016. Service charges not part of interest on loans [Back]

The charges or service fees made by the trust department of any bank having trust powers and of any trust company organized and existing under the laws by this state, for any services performed or under any powers granted to such company, under the laws of this state, shall not be considered any part of the interest charged on any loan and shall not be subject to the interest laws of the state.

1017. Voluntary relinquishment of trust powers [Back]

A.

1. Banks. Any bank desiring to surrender its right to exercise the powers granted pursuant to this article in order to relieve itself of the necessity of complying with the requirements of this article, or to have cancelled or returned to it any security pledged or purchased pursuant to Section 1004 of this title, may file with the Commissioner a certified copy of a resolution of its board of directors signifying such desire.

2. Upon receipt of such resolution, the Commissioner, upon satisfaction that such bank has been relieved in accordance with state law of all duties as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, or other fiduciary, under court, private or other appointment previously accepted under authority of this article, may issue to such bank a certificate certifying that such bank is no longer authorized to exercise the powers granted by this article.

3. Upon the issuance of such a certificate by the Commissioner, such banks:

a. shall no longer be subject to the provisions of this article or the regulations of the Board made pursuant thereto,

b. shall be entitled to cancel or have returned to it any security pledged or purchased pursuant to the provisions of Section 1004 of this title, and

c. shall not exercise thereafter any of the powers granted by this article without first applying for and obtaining a new permit to exercise such powers pursuant to the provisions of this Code.

B. Trust companies. Any trust company desiring to retire from business specified in this article shall furnish to the Commissioner satisfactory evidence of its release and discharge from all obligations and trusts provided for in this article. The Commissioner shall thereupon examine, or cause to be examined, such trust company, and, if the Commissioner is satisfied after such examination that such trust company has discharged all its obligations and trusts, the Commissioner shall revoke its certificate of authority and authorize the cancellation of, or return, of any security pledged or purchased pursuant to the provisions of Section 1004 of this title.

1018. Voluntary or involuntary liquidation [Back]

A. Successor trustee upon liquidation or receivership; appointment and qualification; petition by Commissioner Whenever any bank or national banking association doing a trust business or trust company goes into voluntary or involuntary liquidation or receivership, successor trustee or trustees shall be appointed and shall qualify in the following manner:

(1) After the Commissioner has taken possession of any such bank or trust company, he shall file in the liquidation proceedings of the bank or trust company a petition setting forth in general terms that the bank or trust company is trustee under certain trusts and that it is desirable and necessary that a successor trustee or trustees be appointed under such trusts. It is not necessary for such petition to designate the parties to any such trust or the nature, purpose or extent of the trusts or the trust properties.

(2) Upon the filing of the petition, the court shall make and enter an order requiring all persons interested in any and all such trusts either to designate and provide and take all necessary steps to appoint successor trustee or trustees within a time to be fixed in the order, or to show cause why a successor trustee or trustees should not be appointed by the court. Such order may be general in its terms and need not designate the trusts involved or the nature, purpose or extent thereof, or give the name of any of the beneficiaries or others interested therein.

(3) In all trusts where all persons interested, or the court having jurisdiction of court trusts, take the steps to provide for the appointment and qualification of a successor trustee or trustees within the time limited in such order, or such further time as the court may allow, the successor trustee or trustees shall, with relation to such trusts, succeed to all the rights, powers, privileges, and obligations of the bank or trust company in liquidation, except claims or liabilities arising out of the management of the trust prior to the date of transfer.

(4) In any trust where those interested therein fail to cause a successor trustee or trustees to be appointed prior to the time fixed in such order, the court shall, by order and decree, appoint a successor trustee or trustees, and such successor trustee or trustees shall, with relation to such trusts, succeed to all the rights, powers, privileges and obligations of the bank or trust company in liquidation, except claims or liabilities arising out of the management of the trust prior to the date of transfer.

(5) A copy of the order provided for in paragraph (2) of this subsection shall be published once a week for four (4) successive weeks in a newspaper of general circulation to be designated by the court and published in the county in which the liquidation proceedings of the bank or trust company are carried on. If there is no newspaper published in such county, publication shall be made in a newspaper of general circulation in the State of Oklahoma designated by the court. Proof of publication shall be made in the same manner as proof of publication of summons is made.

(6) The filing of such petition and the making and entering of such order and the giving of notice of such order as required by this subsection gives the court full jurisdiction of the trusts and all parties interested therein. The court having jurisdiction in such matter shall require the Commissioner to mail, by registered mail postage prepaid, a copy of such order to each living trustor of all private trusts in which such bank or trust company is trustee or to the then directly participating beneficiaries of all private trusts in which there is no living trustor. Such notice shall be mailed to the last-known address of each such trustor or participating beneficiary as shown by or as may be ascertained by reasonably diligent efforts from the records of the bank or trust company. Proof of mailing shall be in such form as the court shall require.

B. Successor trustee; petition by liquidating agent or receiver; National banking associations Whenever a national banking association doing a trust business goes into voluntary or involuntary liquidation, the liquidating agent or the receiver thereof may file a petition in the district court of the county in which the national banking association has or had its principal office and place of business, setting forth the same matters as are required to be set forth in the petition filed by the Commissioner under subsection A of this section. Thereafter, successor trustee or trustees for the trusts of such national banking association shall be appointed in the same manner and the same procedure followed and the same jurisdiction acquired as set forth in subsection A of this section.

C. Successor trustee; petition by bank or trust company When any bank or trust company doing a trust business going into voluntary liquidation, such bank or trust company may file a petition in the district court of the county in which it has its principal office or place of business, setting forth the same matters as are required to be set forth in the petition filed by the Commissioner under subsection A of this section. Thereafter successor trustee or trustees for the trusts of such bank or trust company shall be appointed in the same manner and the same procedure followed and the same jurisdiction obtained as set forth in said subsection A of this section. Provided, however, with respect to those trust accounts for which those interested therein fail to cause a successor trustee or trustees to be appointed, the liquidating bank or trust company shall be responsible for mailing, by registered mail postage prepaid, a copy of the court’s order to each living trustor of all private trusts in which such bank or trust company is trustee or to the then directly participating beneficiaries of all private trusts in which there is no living trustor.  Such notice shall be mailed to the last-known address of each such trustor or participating beneficiary as shown by or as may be ascertained by reasonably diligent efforts from the records of the bank or trust company.  Proof of mailing shall be in such form as the court shall require.

D. Transfer of trust property to successor trustee Upon the appointment of any successor trustee or trustees, in the manner provided in this section, the Commissioner, the liquidating agent, the receiver or the bank or trust company in voluntary liquidation, as the case may be, may execute such deeds, conveyances, transfers and assignments as are necessary to transfer to and vest in the successor trustee or trustees all right, title, interest, power and authority in, over and to the trust property theretofore vested in the bank or trust company or national banking association so in liquidation.

E. Discontinuance of trust business; determination of claims against deposit of securities.

(1) Whenever a bank, trust company or national banking association doing a trust business discontinues such trust business, all claims of whatsoever kind and nature against the pledged or purchased security of such trust company, bank or national banking association required by law to be made with the Commissioner shall be determined, established and adjudicated in the manner provided in this section. If not so determined, established and adjudicated, such claims shall forever be barred and foreclosed.

(2) The method of determining, establishing and adjudicating such claims shall be as follows: The Commissioner shall file in the district court for the county in which is located the principal office and the place of business in the State of Oklahoma of such trust company, bank or national banking association a verified petition setting forth:

(a) that such trust company, bank or national banking association desires to retire from the trust business, dissolve or transfer its trust business, or that it is in process of voluntary or involuntary liquidation;

(b) that it is necessary that claims, if any, against the pledged or purchased security made by such trust company, bank or national banking association with the Commissioner be determined.

F. Order to bring suit; publication of order; jurisdiction over securities; notice to trustor; appearance of minors and incompetents unnecessary.

(1) Upon the filing of the petition mentioned in subsection E of this section, the court shall make an order requiring all persons, partnerships, associations or corporations having claims against the pledged or purchased security to commence action or suit thereon in such district court within six (6) months from the date of the order, or forever be barred and foreclosed of any claim in such security. It is not necessary that either the petition or the order give the names of any beneficiary or the nature of the trusts protected by the security.

(2) A copy of the order shall be published in a newspaper designated by the court, having a general circulation in the county of the principal office and place of business in the State of Oklahoma of such trust company, bank or national banking association, at least once a week for as many consecutive weeks as the court shall determine, not less than four (4) weeks nor more than twelve (12) weeks. If no newspaper is published in such county, the copy of the order shall be published in such newspaper in this state as the court designates. Upon completion of publication, proof thereof shall be made in the same manner as proof of publication of summons is made and such proof shall be filed with the clerk of such court.

(3) The filing of the petition, the making and entering of the order, and the giving of notice of such petition as required by this subsection, gives the court full jurisdiction of the security pledged or purchased under Section 1004 of this title and of all parties having an interest in or claim upon such security. The court so having jurisdiction in such matter shall require the Commissioner to mail, by registered mail postage prepaid, a copy of such order to each living trustor of all private trusts in which the bank or trust company is trustee and which have not been closed or to the then directly participating beneficiaries of all such private trusts in which there is no living trustor. Such notice shall be mailed to the last-known address of each such trustor or participating beneficiary as shown by or as may be ascertained by reasonably diligent efforts from the records of the bank or trust company. Proof of mailing shall be in such form as the court requires.

G. Termination of right to do trust business. The filing by the Commissioner of the proceedings provided for in subsection E of this section shall operate to terminate the right of the bank or trust company or national bank affected thereby to do a trust business, except such business as may be necessary to wind up then existing trusts.

H. Actions or suits on claims; limitation of actions; service of summons; preference on calendars.

(1) All persons, partnerships, associations or corporations, including minors, incompetents and all others under any legal disability, having any claim against the pledged or purchased security mentioned in subsection E of this section, shall file action or suit within six (6) months from the date of the court order, and in default thereof shall be forever barred and foreclosed of any and all claim and interest in, to or against the security.

(2) The district court making the order shall have exclusive jurisdiction of all actions or suits brought to determine claims to the pledged or purchased security.

(3) In all actions or suits filed pursuant to this action, the Commissioner shall be a necessary party defendant.

(4) No action or suit shall be deemed to have been commenced within the time required by the order unless, in the case of defendants within the state, summons is actually served within sixty (60) days from the time limited in the order.

(5) Actions or suits filed pursuant to this section shall have preference upon the calendar of both the trial court and the Supreme Court, and shall be tried by such courts without unnecessary delay.

I. Release or payment of security pending suit; distribution of security upon determination of suit.

(1) If any actions or suits on claims against the pledged or purchased security mentioned in subsection E of this section are commenced within the time limited by the court order, the Commissioner shall not release or cancel the security, or any part thereof, nor shall the court order the release or cancellation thereof nor the payment of any part thereof until such time as all such actions or suits are determined by final judgment or decree.

(2) When such actions or suits are finally determined, so much of the security as is necessary shall be paid over to such of the claimants as have established their rights thereto in the sums allowed by the court, or if not sufficient the security shall be distributed pro rata among such claimants as have established, by final judgment or decree, their claims thereto.

(3) The court, in the proceeding to be commenced by the Commissioner, shall decree that the balance, if any, or the entire security, in case no claims are established in the manner provided, be cancelled or paid over and delivered to the trust company, bank or national banking association pledging the security or its successors or assigns, except that, in the case of any such trust company, bank or national banking association which is in process of voluntary or involuntary liquidation, the security or balance thereof, if any, shall be paid over to the official lawfully in charge of the liquidation.

J. Commissioner's charges and assessments as a prior lien on security. All unpaid charges and assessments owing to the Commissioner for expenses and services rendered in connection with the pledged or purchased security mentioned in subsection E of this section, and all expenditures incurred or made by the Commissioner, including services rendered by the Commissioner, attorney fees and necessary court expenses in connection with the determination of claims against the security, shall be a first and prior lien on the security, and be first paid before the security, or any part thereof, is released or paid over to any claimant or trust company, bank or national banking association.

K. Sale and disposition of security to pay expenses, costs, attorney fees and claims. The court having jurisdiction of the proceedings instituted by the Commissioner may, upon such terms as the court shall fix, authorize and order the Commissioner to sell, dispose of and reduce to cash such portion of the security pledged or purchased by such bank or trust company or national banking association as may be necessary to pay for the services rendered and expenses incurred by the Commissioner in connection with such security and the proceedings contemplated by subsections E to L, inclusive, of this section, including attorney fees and court costs, and to pay claims established against such security.

L. Application of subsections E to K, inclusive, of this section. Subsections E to K, inclusive, of this section apply to pledges of security by banks, trust companies and national banking associations which retire from the trust business, transfer such business or go into voluntary or involuntary liquidation or receivership, or other method of liquidation. Provided, however, the provisions of subsections E through K of this section shall not apply to any bank or trust company desiring to relinquish its trust powers and receive a return or cancellation of its pledged security and which has not maintained any active trust accounts or acted in a fiduciary capacity within the most recent six (6) months prior to its filing with the Commissioner pursuant to Section 1017 of this title a certified copy of a resolution of its board of directors signifying such desire to relinquish its trust powers and evidence of its release and discharge from all obligations and trusts provided for in this article.

1019. Merger, consolidation and sale of assets [Back]

A trust company may merge, consolidate with another trust company or bank or make a sale of assets in the form and manner as set forth in Article XI of this act.

1020. Existing trust powers of religious, charitable, etc. corporations not denied [Back]

Section 1002 of this act shall not be construed to deny to religious, charitable, educational, benevolent or scientific corporations the right to exercise any trust powers granted to them by existing law or any trust agreement.

1021. Liquidation, dissolution and reorganization of trust companies [Back]

A. A trust company may be liquidated, dissolved and reorganized, for the reasons, in the manner and with the procedures as set forth in Article XII of this act, as such article would be applicable to trust companies, as if trust company were included in the article, with the same force and effect as if named where the word "bank" appears.

B. Voluntary liquidation and dissolution A trust company may be voluntarily liquidated, as a state bank may be voluntarily liquidated, as provided in Section 1201 of this title.

C. Involuntary liquidation by Commissioner-Reorganization Except as otherwise provided in this Code, only the Commissioner may take possession of a trust company and proceed in involuntary liquidation or reorganization, in the same manner, for the same reasons, and with the same procedures as provided in Section 1202 of this title, in addition to the other provisions contained in this Article X affecting the regulation of trust companies.

D. Reorganization The reorganization of a trust company shall follow the standard manner and procedures contained in Section 1203 of this title, which applies to banks, where the same is applicable to trust companies.

E. Liquidation by Commissioner-Procedure In liquidating a trust company, the form, manner and procedures shall follow, where applicable, the same form, manner and procedure as for banks contained in Section 1204 of this title.

1022. Banks, trust companies and national banking associations [Back]

Registration in name of nominee securities held in fiduciary capacity Every bank, trust company and national banking association is authorized to cause securities held as a fiduciary, custodian or managing agent by such bank, trust company or national banking association, whether alone or jointly with an individual, with the consent of the individual fiduciary, if any, (who is hereby authorized to give such consent) to be registered and held in the name of a nominee of such bank, trust company or national banking association without disclosure of the fiduciary relationship. Any such bank, trust company or national banking association shall be liable for any loss occasioned by the acts of its nominee with respect to the securities so registered. The records of the bank, trust company or national banking association shall at all times show the ownership of such securities and of those held in bearer form. Such securities and those held in bearer form shall at all times be kept separate from the assets of the bank, trust company or national banking association and may be maintained as follows:

(1) in a manner such that all certificates representing the securities from time to time constituting the assets of a particular estate, trust or other fiduciary account are held separate from those of all other estates, trust or accounts; or

(2) in a manner such that, without certification as to ownership attached, certificates representing securities of the same class of the same issuer and from time to time constituting assets of particular estates, trusts or other fiduciary accounts are held in bulk, including, to the extent feasible, the merging of certificates of small denomination into one or more certificates of large denomination, provided that the bank, trust company or national banking association when operating under the method of safekeeping security certificates described in this subparagraph (2), shall be subject to such rules and regulations as, in the case of a state chartered bank or trust company, the Commissioner and, in the case of a national banking association, the Comptroller of the Currency, may from time to time issue.

1023. Deposit of securities in clearing corporation or Federal Reserve Bank [Back]

A. Notwithstanding any other provisions of law, any bank, trust company or national banking association holding securities in its fiduciary capacity, any bank, trust company or national banking association holding securities as custodian or managing agent, and any bank, trust company or national banking association holding securities as custodian for a fiduciary pursuant to 12A O.S. 1971, Section 8-102(5), is authorized to deposit or arrange for the deposit of such securities in a clearing corporation (as defined in Article 8 of the Uniform Commercial Code), or where the securities are those of the United States of America, to deposit or arrange for the deposit of such securities at the Federal Reserve Bank under such regulations as are prescribed from time to time by the Comptroller of the Currency. When such securities are so deposited, certificates representing securities of the same class of the same issuer may be merged and held in bulk in the name of the nominee of such clearing corporation with any other securities deposited in such clearing corporation by any person regardless of the ownership of such securities, and certificates of small denominations may be merged into one or more certificates of larger denomination. The records of such fiduciary and the records of such bank, trust company or national banking association acting as custodian, managing agent or as custodian for a fiduciary shall at all times show the name of the party for whose account the securities are so deposited. Ownership of, and other interest in, such securities may be transferred by bookkeeping entry on the books of such clearing corporation without physical delivery of certificates representing such securities. A bank, trust company or national banking association so depositing securities pursuant to this section shall be subject to such rules and regulations as, in the case of state chartered institutions, the Commissioner and, in the case of a national banking association, the Comptroller of the Currency, may from time to time issue. A bank, trust company or national banking association acting as custodian for a fiduciary shall, on demand by the fiduciary, certify in writing to the fiduciary the securities so deposited by such bank, trust company or national banking association in such clearing corporation for the account of such fiduciary. A fiduciary shall, on demand by any party to a judicial proceeding for the settlement of such fiduciary's account or on demand by the attorney for such party, certify in writing to such party the securities deposited by such fiduciary in such clearing corporation for its account as such fiduciary.

B. This section shall apply to any fiduciary holding securities in its fiduciary capacity, and any bank, trust company or national banking association holding securities as a custodian, managing agent or custodian for a fiduciary, acting on the effective date of this section or who thereafter may act regardless of the date of the agreement, instrument or court order by which it is appointed and regardless of whether or not such fiduciary, custodian, managing agent, or custodian for a fiduciary, owns capital stock of such clearing corporation.

1024. Acquisition of control of trust company-Notice-Approval-Review-Penalties [Back]

A. For purposes of this section:

1. "Control" means the power, directly or indirectly, to direct the management or policies of a trust company or to vote twenty-five percent (25%) or more of any class of voting securities of a trust company;

2. "Person" means an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated association, or any other entity not specifically listed; and

3. "Trust company" shall not include any trust department of banks authorized to engage in the trust company business.

B. No person, acting directly or indirectly or through or in concert with one or more other persons, shall acquire control of any trust company through a purchase, assignment, transfer, pledge, or other disposition of voting stock of such trust company unless the Commissioner has been given sixty (60) days' prior written notice of such proposed acquisition and within that time period the Commissioner has not issued a notice disapproving the proposed acquisition or extending for up to another thirty (30) days the period during which such disapproval may be issued. The period for disapproval may be further extended if the Commissioner determines that any acquiring party has not furnished all the information required under subsection F of this section or that in the judgment of the Commissioner any material information submitted is substantially inaccurate. An acquisition may be made prior to expiration of the disapproval period if the Commissioner issues written notice of the intent of the Commissioner not to disapprove the action.

C. Upon receiving any notice under this section, the Commissioner shall forward a copy thereof to interested persons unless the Commissioner determines that the Commissioner must act immediately upon the notice in order to prevent the probable failure of the trust company involved in the proposed acquisition.

D. Within ten (10) days after the decision of the Commissioner to disapprove any proposed acquisition, the Commissioner shall notify the acquiring party in writing of the disapproval.

E. Within ten (10) days of receipt of such notice of disapproval, the acquiring party may request a hearing before the Board on the proposed acquisition. At the conclusion thereof, the Board shall by order approve or disapprove the proposed acquisition on the basis of the record made at the hearing.

F. Any person whose proposed acquisition is disapproved after agency hearings under this section may obtain review by the Supreme Court by filing a notice of appeal in such court within ten (10) days from the date of such order, and simultaneously sending a copy of such notice by registered or certified mail to the Board. The Board shall certify and file in the court the record upon which the disapproval was based. The findings of the Board shall be set aside if found to be arbitrary or capricious.

G. Except as otherwise provided by regulation of the Board, a notice filed pursuant to this section shall contain the following information:

1. The name, address, personal history, business background and experience of each person by whom or on whose behalf the acquisition is to be made, including the material business activities and affiliations of such person during the past five (5) years, and a description of any material pending legal or administrative proceedings in which such person is a party and any criminal indictment or conviction of such person by a state or federal court;

2. A statement of the assets and liabilities of each person by whom or on whose behalf the acquisition is to be made, as of the end of the fiscal year for each of the five (5) fiscal years immediately preceding the date of the notice, together with related statements of income and source and application of funds for each of the fiscal years then concluded, all prepared in accordance with generally accepted accounting principles consistently applied, and an interim statement of the assets and liabilities for each such person, together with related statements of income and source and application of funds, as of a date not more than ninety (90) days prior to the date of the filing of the notice;

3. The terms and conditions of the proposed acquisition and the manner in which the acquisition is to be made;

4. The identity, source and amount of the funds or other consideration used or to be used in making the acquisition, and if any part of these funds or other consideration has been or is to be borrowed or otherwise obtained for the purpose of making the acquisition, a description of the transaction, the names of the parties, and any arrangements, agreements, or understandings with such persons;

5. Any plans or proposals which any acquiring party making the acquisition may have to liquidate the trust company, to sell its assets or merge it with any company or to make any other major change in its business or corporate structure or management;

6. The identification of any person employed, retained, or to be compensated by the acquiring party, or by any person on behalf of the person, to make solicitations or recommendations to stockholders for the purpose of assisting in the acquisition, and a brief description of the terms of such employment, retainer, or arrangement for compensation;

7. Copies of all invitations or tenders or advertisements making a tender offer to stockholders for purchase of their stock to be used in connection with the proposed acquisition; and

8. Any additional relevant information in such form as the Board may require by regulation or by specific request in connection with any particular notice.

H. The Commissioner may disapprove any proposed acquisition upon finding that:

1. The proposed acquisition of control would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize in any part of the United States;

2. The effect of the proposed acquisition of control in any section of the country may be substantially to lessen competition or to tend to create a monopoly or the proposed acquisition of control would in any other manner be in restraint of trade, and the anticompetitive effects of the proposed acquisition of control are not clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served;

3. The financial condition of any acquiring person is such as might jeopardize the financial stability of the trust company or prejudice the interests of any depositors of the trust company;

4. The competence, experience, or integrity of any acquiring person or of any of the proposed management personnel indicates that it would not be in the interest of the depositors of the trust company, or in the interest of the public to permit such person to control the trust company; or

5. Any acquiring person neglects, fails, or refuses to furnish the Commissioner all the information required by the Commissioner.

I. Any person who willfully violates any provision of this section, or any regulation or order of the Commissioner or Board pursuant thereto, shall forfeit and pay a civil penalty of not more than Ten Thousand Dollars ($10,000.00) per day for each day during which such violation continues. The Board shall have authority to assess such a civil penalty, after giving notice and an opportunity to the person to submit data, views, and arguments, and after giving due consideration to the appropriateness of the penalty with respect to the size of financial resources and good faith of the person charged, the gravity of the violation, and any data, views, and arguments submitted. The Commissioner may collect such civil penalty by agreement with the person or by bringing an action in the appropriate district court, except that in any such action, the person against whom the penalty has been assessed shall have a right to trial de novo.