A. With the approval of the Board, a state bank may liquidate and dissolve. The Board shall grant such approval if it appears that the proposal to liquidate and dissolve has been approved by a majority vote of the outstanding voting stock at a meeting called for that purpose, or if all shareholders entitled to vote thereon shall consent in writing, and that after giving effect to any proposed purchase of the assets of the bank and assumption of its liabilities as provided for in Section 1109 of this title the state bank will be solvent and will have sufficient liquid assets to pay off any remaining depositors and creditors immediately.

B. Cessation of business - Notice of liquidation - Safe deposit boxes - Distribution

1. Upon approval by the Board, the bank shall forthwith cease to do business, shall have only the powers necessary to effect an orderly liquidation and shall proceed to pay its remaining depositors and creditors and to wind up its affairs.

2. Within thirty (30) days of the approval, the state bank shall send a notice of liquidation by mail to each depositor, creditor, person interested in funds held as a fiduciary, lessee of a safe deposit box and bailor of property at the address of such person as shown on the books of the bank; provided, however, in the case of all depositors, creditors, loan customers or lessees of safe deposit boxes whose deposits, accounts or other contractual arrangements with the state bank have been purchased or assumed as provided for in Section 1109 of this title, a notice of purchase and assumption shall be sent by the purchasing and assuming bank in lieu of a notice of liquidation by the liquidating state bank. The notice prepared by the state bank shall also be posted conspicuously on the premises of the bank and shall be given such publication as the Commissioner may require. The purchasing and assuming bank or the liquidating bank, as applicable, shall send with each notice a statement of the amount shown on the books to be the claim or liability of the depositor, creditor or other customer. Each such notice shall demand that claims of depositors and creditors, or corrected statements of amounts owed by the customer, if the amount claimed or owed differs from that stated in the notice, be filed with the notifying bank before a specified date not earlier than sixty (60) days thereafter in accordance with the procedure prescribed in the notice. The notice prepared by the liquidating bank shall also demand that property held by the bank as bailee or in a safe deposit box not taken over by a purchasing and assuming bank be withdrawn by the person entitled thereto.

3. As soon after approval as may be practicable the state bank shall resign all fiduciary positions and take such action as may be necessary to settle its fiduciary accounts, and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in Section 1018 of this Code.

4. Any safe deposit boxes which have not been taken over by a purchasing and assuming bank, and the contents of which have not been removed within thirty (30) days after demand, shall be opened. Sealed packages containing the contents of such box, with a certificate of inventory of contents, together with any other unclaimed property held by the bank as bailee and certified inventories thereof, shall be transferred to the Commissioner, who shall administer them in accordance with the provisions of the Uniform Unclaimed Property Act (1981).

5. The approval of an application for liquidation shall not impair the right of a depositor or creditor whose account has not been unconditionally assumed by a purchasing and assuming bank to be paid in full by the liquidating bank, and all lawful claims of remaining creditors and depositors of the liquidating bank shall promptly be paid. The unearned portion of the rental of a safe deposit box not taken over by a purchasing and assuming bank shall be returned to the lessee.

6. Any assets remaining after the discharge of or adequate provision for all obligations shall be distributed to the stockholders in accordance with their respective interests. No such distribution shall be made before all claims of depositors and creditors have been:

a. assumed as provided for in Section 1109 of this title,

b. provided for by the establishment of a reserve fund in an amount approved by the Commissioner,

c. paid by the liquidating bank, or

d. in the case of any disputed claim, provided for by transmittal to the Commissioner of a sum adequate to meet any liability that may be judicially determined.

C. Unclaimed funds Any unclaimed distribution to a stockholder or depositor shall be held until ninety (90) days after the final distribution and then transmitted to the Commissioner who shall administer them in accordance with the provisions of the Uniform Unclaimed Property Act (1981).

D. Possession and liquidation by Commissioner If the Commissioner finds that assets will be insufficient for the full discharge of all obligations or that completion of the liquidation has been unduly delayed, the Commissioner may take possession and complete the liquidation in the manner provided in this Code for involuntary liquidations.

E. Cancellation The Commissioner may require reports of the progress of liquidation. Whenever the Commissioner is satisfied that the liquidation has been properly completed the Commissioner shall enter an order of dissolution and recommend to the Secretary of State the bank's certificate of incorporation be canceled, upon receipt of which the Secretary of State shall cancel such certificate.

1202. Involuntary liquidation by Commissioner-Reorganization [Back]

A. Possession of Commissioner – Hearing.  Except as otherwise provided in this Code, only the State Banking Commissioner may take possession of a bank, if, after a hearing before the Banking Board, the Board shall find:

1. That it is insolvent;

2. The bank's capital is impaired, and has not been corrected as provided in Section 220 of this title, or is otherwise in an unsound condition;

3. The bank's business is being conducted in an unlawful or unsound manner;

4. The bank is unable to continue normal operations; or

5. That examination of the bank has been obstructed or impeded.

B. Notice of possession-Powers and duties of Commissioner-Tolling of limitations.

1. The Commissioner shall take possession by posting upon the premises a notice reciting that the Commissioner is assuming possession pursuant to this Code and the time, not earlier than the posting of the notice, when the Commissioner's possession shall be deemed to commence.  A copy of the notice shall be filed in the district court in the county in which the institution is located.   Provided, if the Federal Deposit Insurance Corporation is appointed as liquidator pursuant to the provisions of Section 1205 of this title, such notice shall not be filed.  When notice of possession is not required to be filed in the district court, references in Article XII of this title to additional filings, notices, orders, or approvals,  except approvals by the Board of the Commissioner’s actions, shall not apply to the Commissioner’s possession or to the liquidation by the Federal Deposit Insurance Corporation.  The Commissioner shall notify the Federal Reserve Bank of the district of taking possession of any state bank which is a member of the Federal Reserve System, and shall notify the Federal Deposit Insurance Corporation of taking possession of any state bank which is a member of the Federal Deposit Insurance Corporation.

2. When the Commissioner has taken possession of a state bank the Commissioner shall be vested with the full and exclusive power of management and control, including the power to continue or to discontinue the business, to stop or to limit the payment of its obligations, to employ any necessary assistants, including legal counsel, to execute any instrument in the name of the bank as Commissioner of Banking in charge of liquidation, to commence, defend and conduct in its name any action or proceeding to which it may be a party, to enforce the liabilities of the stockholders, officers and directors, to terminate the Commissioner's possession by restoring the assets of the bank to its board of directors and to reorganize or liquidate the bank in accordance with the Code. As soon as practicable after taking possession the Commissioner shall make an inventory of the assets and file a copy thereof with the court in which the notice of possession was filed.

3. When the Commissioner is in possession and while the Commissioner's possession continues there shall be a postponement until six (6) months after such taking, of the date upon which any period of limitation fixed by statute or agreement would otherwise expire on a claim or right of action of the bank, or upon which a review must be taken or a pleading or other document must be filed by the bank in any pending action or proceeding.

4. The Commissioner shall, within two (2) days after taking possession, call and give five (5) days' notice by mail to stockholders of the bank at their last-known address of a special meeting for the purpose of allowing the stockholders to designate the board of directors as the representative of the stockholders or to allow the election of a new board of directors if the stockholders should so determine. Such board of directors are authorized to represent the stockholders in the liquidation procedures herein, to observe, assist and protect the interest of the stockholders.

a. The board of directors of the bank are authorized to bring all necessary legal actions for and on behalf of the stockholders and to pay attorney's fee in a reasonable amount, if such action benefits the liquidating account of the insolvent bank.

b. The board of directors, as authorized by the stockholders, shall represent the stockholders in the district court in which the notice of possession has been filed by the Commissioner, as to all matters affecting the bank.

5. The corporate entity of the bank shall continue to exist and may function for all purposes, except as to the assets of and activities as a banking institution under a charter, and may function to assist the Commissioner or to protect the stockholders' interest in the assets of the liquidating account.

C. Omission of hearing-Application to vacate possession-Liquidation-Notice thereof-Objection-Bond of Commissioner-Reorganization-Immediate liquidation of state banks.

1. If in the opinion of the Commissioner an emergency exists which may result in serious losses to the depositors, the Commissioner may take possession of a state bank without a prior hearing.  Unless liquidation of the Bank has been tendered to the Federal Deposit Insurance Corporation, within ten (10) days after the Commissioner has taken possession any interested person may file an application with the Board for an order vacating such possession. The Board shall grant the application if it finds that the action of the Commissioner was unwarranted or without sufficient cause.

2. If the Commissioner shall determine to liquidate the bank, the Commissioner shall give such notice of the Commissioner's determination to the directors, stockholders, depositors and creditors as the Board may prescribe. Such notice shall be by restricted delivery to the directors and stockholders at their last-known address as shown on the records of the bank and notice to the depositors and creditors shall be published in a legal newspaper published in the city or town where such bank is located, or if there be no legal newspaper published in such city or town then in a legal newspaper having the greatest paid circulation within such city or town. Any objection to such determination by a person directly affected shall be filed with the Board within ten (10) days after such notice is mailed or published. Unless within ten (10) days thereafter the Board issues an order staying the liquidation or unless the Board directs the Commissioner to tender to the Federal Deposit Insurance Corporation the appointment as liquidator under this section, the Commissioner shall proceed to liquidate the institution, upon first providing a bond executed by some surety company authorized to do business in this state, running to the people of the State of Oklahoma, which meets with the approval of the Board, for the faithful discharge of the duties of the Commissioner, in connection with such liquidation and the accounting for all monies coming into the hands of the Commissioner. The cost of such bond shall be paid from the assets of the bank. Suit may be maintained on such bond by any person injured by a breach of conditions thereof.

3. After the Commissioner shall have taken possession of any bank which is subject to the provisions of this act, the stockholders thereof may repair its credit, restore or substitute its reserves, and otherwise place it in condition so that it is qualified to do a general banking business as before it was taken possession of by the Commissioner; but such bank shall not be permitted to reopen its business until the Commissioner, after a careful investigation of its affairs, is of the opinion that its stockholders have complied with the laws, that the bank's credit and funds are in all respects repaired, and its reserve restored or sufficiently substituted, and that it should be permitted again to reopen for business; whereupon the Commissioner is authorized to issue written permission for reopening of the bank in the same manner as permission to do business is granted after the incorporation thereof, and thereupon the bank may be reopened to do a general banking business.

4. If the Commissioner determines to reorganize the bank or if the Board, after staying its liquidation, orders such reorganization, the Commissioner, after according a hearing to all interested persons, shall enter an order proposing a reorganization plan. A copy of the plan shall be sent to each depositor and creditor who will not receive payment of the claim of the depositor or creditor in full under the plan, together with notice that, unless within fifteen (15) days the plan is disapproved in writing by persons holding one-third (1/3) or more of the aggregate amount of such claims, the Commissioner will proceed to effect the reorganization. A department, agency, or political subdivision of this state holding a claim which will not be paid in full is authorized to participate as any other creditor.

5. Notwithstanding any other provision of this chapter, the Commissioner, upon taking possession of a state bank, may immediately proceed to liquidate the bank, without giving prior notice to the directors, stockholders, depositors and creditors, if it is determined by order of the court in which notice of possession has been filed that:

a. the actions of the Commissioner have the approval of the Board, and

b. the immediate liquidation of the bank is necessary to protect the interests of its depositors and is otherwise in the public interest.

In the proceeding with the immediate liquidation of the bank as aforesaid, the Commissioner, in order to facilitate the assumption of the deposit liabilities of the closed bank by another bank, may borrow moneys from the Federal Deposit Insurance Corporation and pledge some or all of the assets of the closed bank as security for such borrowing or the Commissioner may sell some or all of the assets of the closed bank to the Federal Deposit Insurance Corporation.   When notice of possession has not been filed in the district court, the provisions of this paragraph are satisfied by an order of the Board approving the actions of the Commissioner and an order of the Board directing the appointment of the Federal Deposit Insurance Corporation as liquidator.

6. When the Commissioner has taken possession of a state bank for the purpose of liquidation, neither the ten-day periods provided by paragraphs 1 and 2 of this subsection nor the pendency of any proceeding for review of the Commissioner's action shall operate to defer, delay, impede or prevent the payment by the Federal Deposit Insurance Corporation of the insured deposits in the bank.

The Commissioner shall make available to the Federal Deposit Insurance Corporation such facilities in or of the bank and such books, records and other relevant data of the bank as may be necessary or appropriate to enable the Federal Deposit Insurance Corporation to pay the insured deposits as aforesaid, and the Federal Deposit Insurance Corporation, its directors, officers, agents and employees, and the Commissioner, his agents and employees of the Commissioner, shall be free from any liability to the bank, its directors, stockholders and creditors, for any action taken in connection herewith.

D. Execution upon bank assets prohibited-Vacation of liens and transfer of assets

1. No judgment, lien or attachment shall be executed upon any asset of the bank while it is in the possession of the Commissioner. Upon the election of the Commissioner in connection with a liquidation or reorganization:

a. any lien or attachment, other than an attorney's or mechanic's lien, obtained upon any asset of the bank during the Commissioner's possession or within four (4) months prior to commencement thereof shall be vacated and voided except liens created by the Commissioner while in possession, and

b. any transfer of an asset of the bank made after or in contemplation of its insolvency with intent to effect a preference shall be voided.

2. The provisions of this subsection shall not be construed to authorize the Commissioner to vacate or void any lien or attachment obtained by a Federal Reserve Bank upon any asset of the bank or to void any transfer of an asset of the bank to such Federal Reserve Bank.

E. Power to borrow money and pledge bank's assets With the approval of the Board, the Commissioner may borrow money in the name of the bank and may pledge its assets as security for the loan.

F. Commissioner's expenses-Payable out of bank's assets. All necessary and reasonable expenses of the Commissioner's possession of a bank and of its reorganization or liquidation shall be defrayed from the assets thereof, including but not limited to any necessary fees or other expenses incurred through the office of the county clerk. Compensation to liquidating agents and employees must not be in excess of amounts which such individuals would be entitled to in their regular employment or for like services rendered within the area of the insolvent bank, and in no event shall a liquidating agent be paid a monthly salary or wage from the assets of the bank in excess of the amount of the monthly salary of the highest-paid official of the insolvent bank. The attorney's fee allowed to an attorney representing the liquidating agent shall not exceed the amount for like services in regular employment of an attorney in the area of the bank.

1203. Reorganization [Back]

A. Standards of plan of reorganization A plan of reorganization shall not be prescribed under this Code unless:

(1) the 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 not exceed the value of the assets upon liquidation less the full amount of the claims of all prior classes, subject, however, to any fair adjustment for new capital that any class will pay in under the plan.

(3) the plan provides for the issuance of capital stock and, if necessary, debentures in an amount that will provide an adequate ratio to deposits.

(4) any exchange of new common stock for obligations or stock of the bank will be effected in inverse order to the priorities in liquidation of the classes that will retain an interest in the bank and upon terms that fairly adjust any change in the relative interests of the respective classes that will be produced by the exchange.

(5) the plan assures the removal of any director, officer or employee responsible for any unsound or unlawful action or the existence of an unsound condition.

(6) any merger or consolidation provided by the plan conforms to the requirements of this Code.

B. Whenever in the course of reorganization supervening conditions render the plan unfair or its execution impractical, the Commissioner may modify the plan or liquidate the institution. Any such action shall be taken by order of the Board upon appropriate notice.

1204. Liquidation by Commissioner-Procedure [Back]

A. Sale of assets - Compromise and payment of claims In liquidating a state bank the Commissioner may exercise any power thereof but he shall not, without the approval of the court in which notice of possession has been filed:

(1) Sell any asset of the bank having a value in excess of Five Hundred Dollars ($500.00) or such larger sum as may be determined by the court not exceeding One Hundred Thousand Dollars ($100,000.00);

(2) Compromise or release any claim if the amount of the claim exceeds Five Hundred Dollars ($500.00), exclusive of interest or such larger sum as may be determined by the court not exceeding One Hundred Thousand Dollars ($100,000.00); and

(3) Make any payment on any claim, other than a claim upon an obligation incurred by the Commissioner, before preparing and filing a schedule of his determinations in accordance with this title.

B. Lease of lands for oil and gas -Royalty - Manner of making lease - Dispensing with notice. The Commissioner is hereby authorized and empowered to lease for oil and/or gas purposes any land vested in the Commissioner as assets of insolvent state banks. In making or executing any such lease the Commissioner shall retain and reserve a royalty of not less than one-eighth of the oil and/or gas produced from said land. Said lease shall be made in the same manner as now provided for the sale of other assets of state banks in the possession of the Commissioner.

C. Termination of bank's executory contracts Within six (6) months of the commencement of liquidation, the Commissioner may by his election terminate any executory contract, including but not limited to contracts for services or advertising, to which the state bank is a party or any obligation of the bank as a lessee. A lessor who receives at least sixty (60) days' notice of the Commissioner's election to terminate the lease shall have no claim for rent other than rent accrued to the date of termination nor for damages for such termination, except on building or bank premises the lessor may receive damages not to exceed one (1) year's rent as provided in such lease.

D. Termination of banks' fiduciary positions As soon after the commencement of liquidation as is practicable, the Commissioner shall take the necessary steps to terminate all fiduciary positions held by the state bank and take such action as may be necessary to surrender all property held by the bank as a fiduciary and to settle its fiduciary accounts. Such fiduciary accounts may be transferred to another qualified corporate fiduciary in the same community by the Commissioner without assent of the parties, and notice of such transfer must be given by registered mail to the parties, and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in Section 1018 of this title.

E. Subrogation of insuring agency of United States The right of any agency of the United States insuring deposits to be subrogated to the rights of depositors upon payment of their claims shall not be less extensive than the law of the United States requires as a condition of the authority to issue such insurance or make such payments to depositors of national banks.

F. Notice to depositors, creditors and safe deposit box lessees Immediately on taking charge and within ten (10) days after taking possession, the Commissioner shall send notice of the liquidation to each known depositor, creditor and lessee of a safe deposit box and bailor of property held by the bank at the address shown on the books of the institution. The notice shall also be published in a newspaper of general circulation in the county in which the institution is located once a week for three (3) successive weeks. The Commissioner shall send with each notice a statement of the amount shown on the books of the institution to be the claim of the depositor or creditor, with all setoffs and any amounts due to the bank. The notice shall demand that property held by the bank as bailee or in a safe deposit box be withdrawn by the person entitled thereto; and the claim of a depositor or creditor, if the amount claimed differs from that stated in the notice to be due, be filed with the Commissioner within sixty (60) days from the date of the first publication of the notice of the taking of possession given by the Commissioner, in accordance with the procedure prescribed in the notice. The failure of any depositor, creditor or claimant to receive a notice, or observe the published notice of the taking of possession by the Commissioner, shall not relieve such claimant of the obligation to file a claim, if the amount thereof differs from the amount found by the Commissioner. If no claim is filed by the claimant in the time specified, then the determination of the Commissioner shall be final and shall constitute the claim of that claimant.

G. Disposition of contents of unclaimed safe deposit boxes Safe deposit boxes, the contents of which have not been removed before the date specified, shall be opened by the Commissioner. Sealed packages containing the contents of such box, with a certificate of inventory of contents, together with any unclaimed property held by the bank as bailee and certified inventories thereof, shall be held by the Commissioner and administered in accordance with the provisions of the Uniform Unclaimed Property Act, Section 651 et seq. of Title 60 of the Oklahoma Statutes.

H. Determination of claims -Time therefor - Notification. The Commissioner shall:

(1) As soon as practical and within one hundred twenty (120) days from the date of first publication of the notice of taking possession, determine the amount, if any, owing to each known creditor or depositor and the priority class of his claim under this title, and file such determination in the court in which notice of possession was filed;

(2) As soon as practical and within sixty (60) days from the date of filing, reject any claim if he doubts the validity thereof; and

(3) Notify each person whose claim has not been allowed in full, by mailing to his last-known address, as shown on the records of the bank, a notice of the time when and the place where the schedule of determinations will be available for inspection and the date when the Commissioner will file his schedule in court.

I. Disposition of contested claims. Within twenty (20) days after the filing of the Commissioner's schedule, any creditor, depositor or stockholder may file an objection to any determination made which adversely affects such objector. Any objections so filed shall be heard and determined by the court. The objection shall be, by the clerk of such district court, entered upon the docket of said court under the same number as other proceedings in connection with the liquidation of the insolvent bank. The Commissioner and interested claimants as the court determines shall be notified of such objection upon a ten-day notice and the matter shall be tried de novo. No person having a claim against an insolvent bank shall maintain action thereon except as herein provided. Partial distribution of allowed claims.

J. After filing his schedule the Commissioner shall, after establishing proper reserves for the payment of costs, expenses of liquidation and disputed claims, pay to any agency of the United States insuring deposits in the insolvent bank such sum as may be then available but not exceeding the amount paid out by such agency as such an insurer of deposits and accounts. The Commissioner may, from time to time, also make partial distribution to the holders of claims which are undisputed or have been allowed by the court, in the order of their priority as herein provided. The court supervising the liquidation shall direct, as soon as practicable after the establishment of an adequate and proper reserve for payment of disputed claims, costs and expenses of liquidation, that the Commissioner make a substantial partial pro rata distribution as will not interfere with orderly liquidation, to the holders of undisputed claims and those allowed by the court in the order of their priority, to the extent that there remains only the determination and settlement of disputed claims and the procedures of the final accounting and final distribution to be made by the Commissioner as herein provided.

K. Priority of claims - Payment - Cancellation - Claims when barred.

(1) The following claims shall have priority in the order herein specified:

(a) obligations incurred by the Commissioner, fees and assessments due to the Department, and all expenses of liquidation, all of which may be covered by a proper reserve of funds,

(b) the depositors having an approved claim against the general liquidating account of the bank,

(c) the general creditors having an approved claim against the general liquidating account of the bank,

(d) the claims otherwise proper which were not filed within the time prescribed herein, and

(e) the stockholders of the bank;

For purposes of determining priority of claims, federal funds sold to the failed institution shall be considered deposits of the selling bank in the failed institution.

(2) No claim shall be entitled to interest thereon if it be paid within six (6) months after the first publication of notice of the taking of possession by the Commissioners; if paid after such period, then the unpaid balance of the claim shall be credited with interest at the rate of six percent (6%) per annum from the expiration of the said six (6) months until paid or finally canceled by exhaustion of all assets;

(3) All distributions declared in accordance herewith, which shall not be claimed within one (1) year, shall be canceled upon the order of the district court having jurisdiction of the liquidation of such insolvent bank, and the proceeds thereof returned to the general liquidating account of such insolvent bank. Provided, that notice of the application of the Commissioner to the district court for permission to cancel such unclaimed distributions shall be given by publication for two (2) successive weeks in a newspaper of general circulation in the county where the insolvent bank is located. The notice shall describe the unclaimed distributions sought to be canceled, giving the name and location of the insolvent bank, the name of the payee and the amount and shall recite the Commissioner has filed an application in the designated district court for cancellation of such distributions and shall refer to the application for further particulars; and

(4) Any assets remaining after all partial distributions, after all claims have been paid, or ample provisions for reserves are made for payment thereof by the court, shall be distributed to the stockholders in accordance with their respective interests.

L. Disposition of unclaimed funds other than distributions Unclaimed funds, other than unclaimed distributions, remaining after completion of the liquidation shall be retained by the Commissioner who shall administer them in accordance with the Uniform Unclaimed Property Act, Section 651 et seq. of Title 60 of the Oklahoma Statues.

M. Annual reports-Final account-Release of Commissioner-Cancellation of charter.

(1) During the liquidation procedure the Commissioner and his agents and employees shall make a verified annual account, giving in detail a statement of all receipts and disbursements made from the assets in their possession. A copy of the annual report shall be filed with the court of the county and a hearing held thereon. Interested parties and the Board of Directors of the insolvent bank shall be given such notice as the court directs of the hearing and shall make such objections as they shall desire to the account; however, the failure to object at a annual hearing shall not prejudice the right of any claimant or interested party to object to items of expense and proceedings in the liquidation upon the final account;

(2) When the assets have been distributed in accordance with this title, except unclaimed funds and content of safe deposit boxes held by the Commissioner, the Commissioner shall file a final account with the court. Notice of hearing upon the final account shall be given of not less than ten (10) days nor more than thirty (30) days, by registered or certified mail, to all interested persons and to the board of directors of the insolvent bank and the notice shall be published for two (2) successive weeks in some newspaper of general circulation published in the county, showing the nature of the hearing, the date and time of the hearing and that such account is for final settlement of liquidating account of such insolvent bank;

(3) The final account shall reflect all the acts of the Commissioner as supported by annual reports and such necessary items to support the account, including distribution of such remaining cash to the stockholders in accordance with their interests and all other assets to the board of directors of the bank as liquidating agents for the stockholders under the Oklahoma General Corporation Act;

(4) The court shall hear all matters touching upon the final account, allow, reduce or reject any item of expense, and determine all matters before it. Any person aggrieved by the judgment of the court may appeal as in any other civil action; and

(5) Upon approval of the final account as settled by the court, the Commissioner shall be relieved of liability in connection with the liquidation and shall cancel the charter upon the record of the department.

1205. Federal Deposit Insurance Corporation as liquidator [Back]

A. Liquidation by F.D.I.C.  The Federal Deposit Insurance Corporation is hereby authorized and empowered to be and act without bond as liquidating agent of any banking institution closed by the State Banking Commissioner, the deposits in which are to any extent insured by the Corporation.

B. Commissioner may tender to F.D.I.C. as liquidator The Commissioner may in the event of such closing upon order of the Board tender to the Corporation the appointment as liquidator of such banking institution.

C. Appointment of F.D.I.C. as liquidator-Acceptance.  Upon being notified in writing of the acceptance of such an appointment, the Commissioner shall forthwith file in the office of the clerk and recorder in the county in which the bank is situated a certificate evidencing the appointment of the Federal Deposit Insurance Corporation. Upon the filing of such certificate the possession of all the assets, business and property of such bank of every kind and nature wheresoever situated shall be deemed transferred from such bank and the Commissioner to the Federal Deposit Insurance Corporation including any securities pledged by the bank to the Commissioner pursuant to Section 1004 of this title. Without the execution of any instruments of conveyance, assignment, transfer or endorsement, the title to all such assets and property shall be vested in the Federal Deposit Insurance Corporation and the Commissioner shall be forever thereafter relieved from any and all responsibility and liability in respect to the possession and liquidation of such bank.

D. Powers of F.D.I.C. as liquidator If the Corporation accepts the appointment, it shall have and possess all the powers and privileges provided by the laws of this state with respect to the liquidation of a bank and with respect to its depositors and other creditors and shall proceed in liquidation under this title as if it were the Commissioner and shall act in the Commissioner's stead and be substituted therefor in all actions brought pursuant to Section 1018 of this title.

E. Priority of Claims for F.D.I.C. If the Corporation serves as the liquidating agent of any national bank the principal office of which is located in Oklahoma, it shall be bound by the priority of claims established in subsection K of Section 1204 of this title.

F. Individual liability of directors Among its other powers, the Federal Deposit Insurance Corporation, in the performance of its powers and duties as such liquidator, shall have the right and power, upon the order of a court of record of competent jurisdiction, to enforce the individual liability of the directors of any such banking institution.

1206. Conservator [Back]

A. Whenever the State Banking Commissioner shall deem it necessary in order to conserve the assets of any bank or trust company for the benefit of the depositors and other creditors thereof, the Commissioner may appoint a conservator for the bank and require such bond and security as the Commissioner deems proper. The conservatorship shall be a proceeding before the Commissioner and not the district court. The Commissioner may designate an employee of the Oklahoma State Banking Department to serve as an interim conservator until either the conservator is secured or further order of the Commissioner directs otherwise. The conservator, under the direction of the Commissioner, shall take possession of the books, records, and assets of every description of the bank or trust company, and take such action as may be necessary to conserve the assets of the bank or trust company pending further disposition of its business as provided by law. The conservator shall have all the rights, powers, and privileges now possessed by or hereafter given the Commissioner when the Commissioner takes possession of insolvent banks and receivers pursuant to Section 1551 et seq. of Title 12 of the Oklahoma Statutes and shall be subject to the obligations and penalties, not inconsistent with the provisions of this Code, to which receivers are now or may hereafter become subject. During the time that the conservator remains in possession of the bank or trust company, the rights of all parties with respect thereto shall, subject to the other provisions of this Code, be the same as if a receiver had been appointed therefor. All expenses of the conservatorship, including related expenses of the Department and the salary of the interim conservator, if any, shall be paid out of the assets of the bank or trust company and shall be a lien thereon which shall be prior to any other lien. The conservator shall receive as salary an amount no greater than that paid to employees of this state for similar services. Any such expenses paid by the bank or trust company to the Department shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of this title.

B. The Commissioner shall cause to be made such examinations of the affairs of the bank or trust company in conservatorship as shall be necessary to inform the Commissioner as to the financial condition of the bank or trust company, and the examiner shall make a report thereon to the Commissioner at the earliest date possible.

C. If the Commissioner becomes satisfied that it may safely be done and that it would be in the public interest, the Commissioner may, in the discretion of the Commissioner, terminate the conservatorship and permit the bank or trust company to resume the transaction of its business subject to such terms, conditions, restrictions and limitations as the Commissioner may prescribe.

D. For the purposes of this section, the rights, powers, privileges, obligations and responsibilities of the interim conservator shall be the same as those of the conservator.

1207. Conveyance by Commissioner [Back]

The Commissioner shall have authority to transfer or convey title to any mineral interests or mineral leases the Department or the Commissioner acquired prior to the effective date of this act, from a state-chartered bank or trust company not insured by the Federal Deposit Insurance Corporation for which the Department or Commissioner served as receiver or liquidator. The Commissioner shall only transfer or convey title to the mineral interests or mineral leases to the Department of Central Services by quitclaim deed in accordance with applicable state law.