From and after the passage of the Oklahoma Banking Code no certificate of authority to engage in the banking or trust company business in this state shall be issued, and no bank or trust company or person shall be permitted to engage in such business within Oklahoma except on certificate issued by the Commissioner upon approval of the Board of an application for authority to organize a state bank or trust company. The issuance of such certificate shall be within the sole discretion of the Board.

303. Incorporators-Alternate application by multi-bank holding company [Back]

A. One or more persons eligible by the Oklahoma Banking Code or by federal law to own and control a bank or trust company shall file with the State Banking Commissioner, in a method as required by the Commissioner, an application for authority to organize setting forth the information required by Section 305 of this title.

B. Each organizer shall subscribe and pay in full in cash for stock having a total subscription price of not less than one percent (1%) of the minimum capital required by Section 303.1 of this title.

C. An application fee in an amount prescribed by the Board rule shall accompany the application. The fee is payable from the organizational expense fund and is nonrefundable.

303.1 Capital structure-Preferred stock [Back]

A. Except as provided in subsection B of this section, the State Banking Commissioner may not issue a charter to a state bank having required capital of less than the greater of Two Million Dollars ($2,000,000.00) or such amount as may be required by the Federal Deposit Insurance Corporation.

B. The Commissioner may require additional capital for a proposed bank or, on application in the exercise of discretion consistent with protecting safety and soundness, reduce the amount of minimum capital required for a proposed bank, if the Commissioner finds the proposed scope or type of operations of a proposed bank requires additional, or permits reduced, capital, consistent with the safety and soundness of the bank. To the extent determined by the Commissioner to be relevant, the safety and soundness factors to be considered by the Commissioner in the exercise of discretion include but are not limited to:

1. The nature and type of business conducted;

2. The nature and degree of liquidity in assets held in a corporate capacity;

3. The size of population of the proposed market;

4. The existence and type of concentrations of lending or investing, if any, likely for the bank;

5. The geographic size of the proposed market;

6. The competence and experience of management;

7. The extent and adequacy of internal controls;

8. The presence or absence of annual unqualified audits by an independent certified public accountant;

9. The reasonableness of business plans for retaining or acquiring additional capital; and

10. Federal Deposit Insurance Corporation capital requirements.

C. Any trust company hereafter organized shall have paid-in capital totaling Two Million Dollars ($2,000,000.00).

D. The issuance of preferred stock by a newly organized bank or trust company may be authorized by the Commissioner. Preferred stock shall have such preferences, powers and rights as the Commissioner may approve. It shall not be retired without the approval of the Commissioner and the requirement of such approval shall be stated in the stock certificates, but the Commissioner may give advance approval to sinking funds payable exclusively out of earnings available for dividends.

304. Expenses of organization [Back]

A. Each subscriber at the time the subscriber subscribes to the stock of a proposed state bank or trust company shall pay in cash a sum equal to at least five percent (5%) of the sale price of such stock into a fund to be used to pay the expenses of organization. No organizational expense shall be paid out of any other funds of the bank.

B. Upon the issuance of a certificate of authority by the Commissioner any unexpended balance shall be transferred to undivided profits. If the application has been finally denied, any unexpended balance shall be distributed among the contributors in proportion to their respective contributions. The Commissioner may require an accounting of disbursements from the fund and may order the organizers to restore any sum which has been expended for other than proper organizational expenses.

C. No payment shall be made from the organizational expense fund for soliciting subscriptions to stock.

D. Any financial arrangement or transaction involving the proposed bank or trust company and its organizers, directors, officers or principal shareholders shall be disclosed.

305. Individual seeking authority to engage in banking or trust company business; contents-Certificate of incorporation [Back]

A person seeking authority to organize a state bank or trust company shall submit the original and ten copies of an application for authority to organize a state bank or trust company. Two copies of the proposed certificate of incorporation and proposed bylaws shall be filed with the application. The application shall be signed under oath by each of the organizers.

A. Contents of Application. The application shall include the following information:

1. The proposed location;

2. The amount of the capital stock and the class or classes of capital stock proposed to be issued;

3. The corporate name, which shall not be confusingly similar to that of any existing institution in the proposed community;

4. The names of the subscribers to the capital stock and the amount of stock to which each subscribed. If the names of the subscribers are not yet known, the applicant must also submit a copy of any offering circular that may be used in connection with soliciting subscriptions to the capital stock of the proposed bank;

5. The names of the persons, partnerships, associations, or corporations which propose to own or control more than one-half (1/2) of the capital stock;

6. The names of the proposed directors;

7. Evidence of the character, financial responsibility and ability of the organizers and proposed directors;

8. Evidence of the need and advisability of approving the application to organize;

9. The past and present connection with any bank or trust company, other than as a customer on terms generally available to the public, of each proposed director and each subscriber to more than five (5%) of the capital stock; and

10. Any other information which the Commissioner may require.

B. Statement to be signed under oath. The application shall contain a statement that the requirements of Sections 303 and 304 of this title have been met. The statement shall be signed by the organizers and verified under oath.

C. Proposed Certificate of Incorporation. The proposed certificate of incorporation shall contain the following:

1. The name of the bank or trust company;

2. If the bank is to exercise trust powers, a statement to that effect;

3. The business street address, including city or town, or county in which it is to be located;

4. The amount of capital, the number of shares of each class, the relative preferences, powers and rights of each class, the par value of the shares of each class and the amount of the paid-in surplus;

5. A statement whether voting for directors shall or shall not be cumulative and the extent of the preemptive rights of stockholders;

6. The names and places of residence of the organizers and the number of shares subscribed by each;

7. The term of its existence, which shall be perpetual;

8. The board of directors of the proposed bank or trust company who shall serve until the next annual meeting of the stockholders, or until their successors are regularly elected and qualified; and

9. Such other proper provisions to govern the business and affairs of the bank or trust company as may be desired by the organizers.

306.1 Review of Troubled Institutions [Back]

A. Once the Commissioner determines that a bank or savings association is in danger of failing and all or part of the deposit liability of such bank or savings association is to be assumed by a bank being organized for that purpose, the Board at a meeting closed to the public may approve of the organization of the acquiring bank and the Commissioner may grant a certificate of authority to the acquiring bank, and shall not be bound by the provisions, restrictions, and requirements contained in Article III of this title.  The Commissioner is further empowered in such event to grant authority to organize a state savings association and issue a certificate of authority without notice or hearing and without action of the Board.

B. If the Commissioner has determined that a bank is in danger of failing and the Commissioner must take possession of the bank pursuant to Article XII of this title, the Board at a meeting closed to the public may approve of the actions of the Commissioner and order the Commissioner to tender to the Federal Deposit Insurance Corporation the appointment as liquidator of the bank.

C. If the Commissioner determines that a bank or other company under the Department’s supervision is in danger of failing or is subject to other conditions or circumstances which, if made public, could result in deterioration of the bank or other company, the Board, at a meeting closed to the public, may consider any action recommended by the Commissioner directed at resolving or improving upon the conditions or circumstances to which the bank or other company is subject.

306.2 Acceptance of application for filing-Notice [Back]

A. In the event the Commissioner determines that the organizers have substantially complied with the requirements of Section 305 of this title and an organizational expense fund in a minimum amount approved by the Commissioner has been fully funded, the Commissioner shall accept the application for filing and shall notify the organizers of the acceptance.  Prior to acceptance by the Commissioner, an applicant shall have one opportunity to correct deficiencies in an application. Deficiencies that are not corrected adequately when the application is resubmitted may cause the application to be considered withdrawn or disapproved.

B. Within ten (10) days after the Commissioner has accepted an application for filing, the applicant shall publish notice of such acceptance in a legal newspaper of general circulation in the city, town, or county in which the proposed bank or trust company is to be located. The notice shall be published on the same day for two (2) consecutive weeks and shall contain a statement that an application has been submitted, the names of the organizers, the name and location of the proposed bank or trust company and the date on which the application was accepted for filing.  The applicant shall promptly furnish the Commissioner an affidavit evidencing such publication.

307.1 Objectives of Commissioner and Banking Board-Investigations-Comments or objectives [Back]

A. Objectives The primary objectives of the State Banking Commissioner and the Banking Board shall be to maintain a sound banking system, to encourage a competitive banking environment and to provide convenience to the public.

B. Comments or objections. Within twenty-one (21) days after the first notice by publication as described in Section 306.2 of this title, any interested person may submit to the Commissioner written comments or objections to organization of the proposed bank, or a request for an opportunity to be heard by the Commissioner at a hearing held prior to consideration by the Board of the application for authority to organize. Any request for opportunity to be heard shall set forth reasons justifying the time and expense entailed by such hearing before the Commissioner. In the sole discretion of the Commissioner, the Commissioner may decide to permit such a hearing or may refuse the request for hearing. If the Commissioner refuses the request for hearing, the interested person may be heard at the hearing held by the Board to consider the application. In the absence of a request, the Commissioner may order a hearing to be held before the Commissioner if the Commissioner determines that it is in the public interest.

308. Hearing-Notice-Participation-Presiding officer-Order of presentation-Witnesses-Evidence-Procedural questions-Transcripts-Records [Back]

A. Notice. When a hearing is permitted before the Commissioner, the Commissioner shall notify interested persons of the date, time and place at which an opportunity to be heard shall be afforded. Interested persons shall include the applicant, the persons requesting a hearing and other persons who have submitted written comments and objections to the Commissioner.

B. Participation in the hearing. Within ten (10) days after the date of notice of hearing, each person desiring to be heard shall notify the Commissioner of such person's intention to participate in the hearing. At least five (5) days prior to the hearing, each participant shall submit to the Commissioner and the applicant a list of witnesses and copies of each exhibit to be offered as the Commissioner may require. Any participant who fails to comply with these deadlines shall be prohibited from participation in the hearing

C. Presiding officer. The presiding officer at the hearing shall be the Commissioner or the designee of the Commissioner. The presiding officer shall have the authority to appoint a panel to assist the presiding officer.

D. Order of presentation.

1. Opening statements. The applicant and each other participant shall make an opening statement. The length of such statements shall be within the discretion of the presiding officer;

2. Applicant's presentation. Following the opening statements, the applicant shall present any data and materials, oral or documentary of the applicant.

3. Other presentations. Following the applicant's presentation, other interested persons may present their views with respect to the application under consideration.

4. Summary statements. After all the above presentations have been concluded, the participants may make short and concise summary statements reviewing their positions.

E. Witnesses. The obtaining of witnesses is the responsibility of the participants. All witnesses will be present of their own volition, but any person appearing as a witness may be subject to questioning by any participant, by the presiding officer or by any member of the panel. The refusal of a witness to answer questions may be considered by the presiding officer in determining the weight to be accorded the testimony of that witness. Witnesses shall not be sworn.

F. Evidence. The presiding officer shall have the authority to exclude witnesses, evidence, data or materials which the presiding officer deems to be improper, irrelevant, or duplicitous. Formal rules of evidence shall not be applicable to these hearings. Documentary material must be of a size consistent with ease of handling, transportation and filing, and must be provided for each participant by the party presenting such evidence. While large exhibits may be used during the hearing, copies of such exhibits must be provided by the party in reduced size for submission as evidence. Ten copies of all such documentary evidence shall be furnished to the Commissioner.

G. Procedural questions. The presiding officer or any designated member of the assisting panel shall determine all procedural questions. The Commissioner and the presiding officer shall each have the authority to limit the number of witnesses to be called by each participant and to impose such time limitations as they shall deem reasonable.

H. Transcript. If the proceedings of the hearing are recorded by a court reporter, a transcript of the hearing shall be made. The party requesting the hearing may arrange for a court reporter to be present to record the proceedings. All expenses of the reporter, including the furnishing of two copies of the transcript to the Commissioner, shall be borne by the person or persons requesting the opportunity to be heard. In the event the Commissioner orders a hearing when no request is submitted, expenses shall be borne by the applicant.

I. The record. The record of these proceedings shall include the charter application file described in Section 309 of this title, all documentary evidence presented at the hearing and the transcript.

309. Charter Application File-Contents-Availability-Findings and conclusions-Objections [Back]

A. Contents. The charter application file shall consist of the application with supporting data and supplementary information, with the exception of personal financial records of individual applicants and other material deemed by the Commissioner to be confidential. In addition, the charter application file shall contain all data and information submitted by interested persons in opposition to such application.

B. Availability of charter application file. Except for personal financial records of individual applicants and other material deemed by the Commissioner to be confidential, the charter application file shall be available for inspection in the office of the Banking Department upon written request from any person. No documents in the charter application file may be removed from the office of the Banking Department. Photocopies may be made upon request. The charge for such copies shall be determined pursuant to Section 208 of this title.

C. Findings and conclusions. The presiding officer of a hearing permitted under Section 308 of this title shall issue findings of fact and conclusions of law within thirty (30) days after the hearing or additional time as prescribed by the presiding officer based on the material contained in the record and shall mail a copy of the findings and conclusions to each participant. The presiding officer, at the discretion of the presiding officer, may give consideration to the following in arriving at the findings, conclusions and recommendation of the presiding officer:

1. The character, financial responsibility and business experience of the organizers and proposed directors;

2. The adequacy of the existing banking facilities in the proposed market;

3. The economic and competitive conditions in the proposed market;

4. The likelihood of successful operation of the proposed institution;

5. The adequacy of initial capital, proposed earnings and deposit prospects of the proposed institution; and

6. Negative impact on banks serving all or part of proposed market.

D. Objections; Board hearing Written objections to the presiding officer's findings and conclusions, or procedural objections, if any, shall be submitted to the Commissioner by participants within fourteen (14) days after the issuance of the presiding officer's findings and conclusions. The Commissioner shall schedule a date for consideration of the presiding officer's findings of fact and conclusions of law and recommendations by the Board and for presentation of oral arguments by participants in support of or in opposition to the written objections previously submitted.

The Commissioner shall promptly notify all participants of the date scheduled for hearing before the Board.

310. Board hearing-Condition-Approval of an Application - Notice [Back]

A. Board hearing. The Board shall consider all applications for authority to organize a state bank or trust company. If the Commissioner has granted an earlier hearing on the application, the Board shall review the transcript of the proceedings, if any, including the findings of fact and conclusions of law of the presiding officer. The Board may hear oral argument in support of and in opposition to the written objections, if any, and shall adopt, reject or remand the findings, conclusions and recommendation of the presiding officer. The Board shall adopt the presiding officer's findings, conclusions and recommendation unless it finds the presiding officer's findings, conclusions and recommendation are not supported by the record. Remand may be for the sole purpose of the presiding officer taking additional evidence from the participants. Any such remand shall specifically identify the scope and nature of additional evidence sought by the Board. Proceedings on remand shall be conducted within the time limits set by the Board in the manner as prescribed by the presiding officer.

The Board may adopt, reject or modify any finding of fact not supported by the record. The Board may adopt or reject any conclusion of law. The Board may enter such additional findings of fact that it deems necessary or appropriate and which is supported by the record.

In the absence of a hearing granted before the Commissioner, the Board may adopt its own findings of fact and conclusions of law with respect to the approval or disapproval of the application. If the applicant or any interested party desires to obtain a transcript of the proceedings before the Board, such person shall notify the Commissioner in writing within ten (10) days of the Board's hearing and must arrange for a court reporter to be present at the hearing. All expenses of the reporter, including the furnishing of two copies of the transcript to the Commissioner, shall be borne by the person or persons arranging for the reporter. In the event the Board requests a reporter to be present, expenses shall be borne by the applicant.

B. Condition. Approval of an application for authority to organize a state bank shall be contingent upon the proposed bank making a bona fide application for Federal Deposit Insurance or for membership in the Federal Reserve System.

C. Approval of an application. When approving or disapproving an application for authority to organize a state bank or trust company, the Board may accept or reject any findings of fact or conclusions of law reached in an earlier hearing before the Commissioner, or may approve or disapprove the application based on its own findings of fact and conclusions of law. The Board must provide written findings of fact and conclusions of law only when required by the provisions of the Oklahoma Administrative Procedures Act.

D. Notice Within ten (10) days after approval or disapproval of the application by the Board, the Commissioner shall provide notice to all interested persons.

311. Appeal of Board's decision. [Back]

The decision of the Board may be appealed to the Oklahoma Supreme Court by any party directly affected and showing aggrievement resulting from the Board's decision. An appeal shall be commenced and conducted in accordance with the provisions of Section 207 of this title.

311.1 Certificate of Authority [Back]

In the case of an existing certificate of incorporation for which no certificate of authority is currently outstanding, a holder of such certificate of  incorporation shall follow the procedure and obtain the approvals as set forth in Sections 312 and 313 of this title.

312. Payment of subscribed assets-Subscribing articles of incorporation-Issuance of certificate of authority-Shareholders' meeting-Verified application for certificate of authority; contents [Back]

Within ninety (90) days after approval by the Board of an application for authority to organize or any additional period allowed by the Commissioner:

1. The proposed certificate of incorporation submitted to the Commissioner with the application for authority to organize shall be signed under oath by the organizers and submitted in duplicate to the Commissioner. A copy thereof, duly approved by the Commissioner, shall be filed with the Secretary of State by the applicant. The Secretary of State shall issue a certificate in the form provided by law for other corporations and the existence of such bank or trust company shall date from the issuance of the certificate of the Secretary of State; provided, it shall be a criminal offense against this Code for a state bank or trust company to perform any act other than to perfect its organization, obtain and equip a place of business and otherwise prepare to be business before receiving a certificate of authority to operate issued to it by the Commissioner;

2. After the certificate of incorporation is received from the Secretary of State, a meeting of the shareholders shall be held to elect directors and adopt the bylaws. The bylaws adopted may be amended by majority vote of the outstanding voting shares and the bylaws may provide for amendment by the board of directors of any provision other than those relating to the duties, term of office, remuneration, reimbursement or indemnification of a director, and no share shall be issued until the bank's capital has been paid in full; and

3. After the first meeting of the shareholders and the Board of Directors, the President, Secretary or Cashier shall file with the Commissioner a verified application for certificate of authority. The application shall contain:

a. a statement as to the amount of capital which the bank has collected from subscribers to the bank's stock,

b. the name, address and business and professional affiliations of each director and executive officer,

c. evidence of the character, financial responsibility and ability of the managing officer,

d. the name and address of each shareholder and the number of shares held by each,

e. the address at which the bank or trust company will operate,

f. a statement that all of the bylaws adopted were attached as an exhibit to the application for authority to organize,

g. if a bank, a statement that an application for Federal Deposit Insurance or for membership in the Federal Reserve System has been approved, and

h. such other information as the Commissioner may require to enable the Commissioner to determine whether a certificate of authority should be issued.

313. Return of defective application or documents-Approval or denial of application-Issuance of certificate of authority-Revocation of powers and cancellation of certificate of incorporation [Back]

A. If the application for a certificate of authority or any accompanying documents do not comply with the requirements of this Code, the Commissioner shall, within twenty (20) days after the receipt thereof, return them to the applicant, calling attention to the defect or defects therein. If the application and accompanying documents are not so returned within such twenty-day period they shall be deemed to have been accepted for filing by the Commissioner.

B. The Commissioner shall approve or deny the application for a certificate of authority within sixty (60) days after such application has been accepted. The Commissioner shall approve the application if:

1. The Board shall have approved the managing officer;

2. The capital in the amounts set forth in the application has been fully paid;

3. Bylaws attached to the application have been adopted;

4. Any conditions imposed by the Board or the Commissioner in approving the application for authority to organize have been fulfilled; and

5. The requirements of this Code have been satisfied; provided, the Commissioner with the consent of the Board may deny the application for a certificate of authority if the bank's application for Federal Deposit Insurance or for membership in the Federal Reserve System has not been approved.

C. If the Commissioner approves such application the Commissioner shall within twenty (20) days of such action issue a certificate of authority and shall provide the same to the corporation. If the Commissioner denies the application the Commissioner shall, within twenty (20) days of such action, mail a notice of the denial to the corporation, stating therein the reason or reasons for the denial.

D. If the requirements of Section 312 of this title have not been met within the time therein provided, or if the application for certificate of authority has been denied by the Commissioner, or if no certificate of authority exists for a period of six (6) months after the date of the Board's approval of the application for authority to organize for any bank or trust company, or if the bank or trust company shall fail to commence business within six (6) months after the issuance by the Commissioner of the certificate of authority, or any additional period allowed by the Commissioner, the Commissioner shall cancel the certificate of authority, revoke all banking and trust powers and recommend to the Secretary of State cancellation of the certificate of incorporation. Upon receipt of such recommendation, the Secretary of State shall cancel the certificate of incorporation and the bank or trust company shall be liquidated in accordance with the order of the Commissioner. If an improper expenditure has been made, the Commissioner may order the persons who were organizers or directors at the time to restore the same by equal contributions.