A bank or trust company may be organized to exercise the powers provided in the Banking Code and such general corporate powers as are appropriate to its purpose.

402. Powers of banks and trust companies [Back]

Any bank or trust company now or hereafter organized under the laws of this state shall, without specific mention thereof in its certificate of incorporation, have all the powers conferred by the Oklahoma Banking Code and the following additional corporate powers:

1. To continue perpetually as a corporation;

2. To make contracts;

3. To sue and be sued, complain and defend, in its corporate name;

4. To sell any asset in the ordinary course of business;

5. To have a corporate seal, which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed, or in any manner reproduced;

6. To make, alter, amend, and repeal bylaws, not inconsistent with its certificate of incorporation or with law, for the administration and regulation of the affairs of the corporation;

7. To elect, appoint or remove officers and agents of the corporation and to define their duties and fix their compensation;

8. To adopt and operate reasonable bonus, profit-sharing and pension plans for officers and employees;

9. To make contributions to or for the use or benefit of the following:

a. The United States, any state, territory, or political subdivision thereof, the District of Columbia or any possession of the United States, for exclusively public purposes,

b. A corporation, foundation, trust, community chest, or other organization created or organized in the United States, or in any state or territory, or of the District of Columbia, or of any possession of the United States, and organized and operated exclusively for religious, charitable, scientific, veteran rehabilitation service, civic enterprise, literary or educational purposes, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation, or

c. Other lawful expenditures, contributions and donations; to the extent authorized, approved, or ratified by action of the board of directors of the corporation, except as otherwise specifically provided or limited by its certificate of incorporation, its bylaws, or by resolution duly adopted by its stockholders;

10. To exercise such incidental powers as may be necessary or desirable to carry on the banking business including, but not limited to, powers as may now or hereafter be conferred upon national banks by the laws of the United States and the regulations and policies of the United States Comptroller of the Currency, unless otherwise prohibited or limited by the State Banking Commissioner or the State Banking Board. Upon approval of the Commissioner, and subject to all applicable federal and state laws, the operating subsidiaries or financial subsidiaries of a bank may exercise any power and engage in any activity that is permitted for an operating subsidiary or financial subsidiary of a national bank pursuant to laws of the United States and the regulations and policies of the United States Comptroller of the Currency, or the Board of Governors of the Federal Reserve System unless otherwise prohibited or limited by the Commissioner or the Board;

11. To exercise by its directors, duly authorized officers or agents, subject to law, all such powers as shall be necessary to carry on the banking business;

12. Without specific mention in its charter, to act as escrow agent;

13. To purchase for its own account investment securities under such limitations and restrictions as the Commissioner may prescribe by policy statement pursuant to subsection F of Section 204 of this title;

14. To lease, hold, purchase and convey any and all real estate in the manner provided in this Code and not otherwise;

15. To act as fiscal or transfer agent, executor, administrator, guardian of estates, assignee, receiver, depository and trustee, provided such bank or trust company has complied with the laws of this state relating to the organization and regulation of trust companies;

16. To issue and sell securities as the Commissioner may prescribe by policy statement pursuant to subsection F of Section 204 of this title;

17. To invest in tangible personal property, including, without limitation, vehicles, manufactured homes, machinery, equipment, or furniture, for lease financing transactions on a net-lease basis, subject to rule or order of the Commissioner limited the amount the bank may invest in such property;

18. To make investments designed primarily to promote the public welfare, including the welfare of low- and moderate-income communities or families, such as by providing housing, services, or jobs. A state bank may make such investments directly or by purchasing interests in an entity primarily engaged in making such investments. A state bank shall not make any such investment if the investment would expose the bank to unlimited liability. The aggregate investment of a state bank under this subsection shall not exceed fifteen percent (15%) of the capital of the bank; and

19. Upon approval by the Commissioner, to underwrite issues of securities or stock through a subsidiary.

402.1 Banker's Bank [Back]

A banker's bank may be chartered pursuant to Sections 301 through 313 of Title 6 of the Oklahoma Statutes and shall have the powers set forth in Section 402 of Title 6 of the Oklahoma Statutes, subject to the following limitations and restrictions:

1. The stock of the bank shall be owned exclusively by other banks, or if the stock of such bank is owned by a holding company, then the stock of the holding company is owned exclusively by other banks;

2. The bank or the bank holding company owning such bank, including all subsidiaries, shall engage primarily in providing service to or for other depository institutions or their holding companies, and the directors, officers, or employees of such institutions;

3. The bank shall have federal deposit insurance by the Federal Deposit Insurance Corporation; and

4. The bank shall provide correspondent banking services at the request of other depository institutions, their subsidiaries or their holding companies and subsidiaries of such holding companies.

403. Repealed by ENR. H.B. 2665, Eff. 4-8-98. [Back]

403.1 Membership and Federal Reserve System [Back]

A. Any bank incorporated under the laws of this state may subscribe to the capital stock and become a member of the Federal Reserve System.

B. Any bank incorporated under the laws of this state which becomes a member of the Federal Reserve System is by this Code vested with all powers conferred upon member banks of the Federal Reserve System by the terms of the Federal Reserve Act as fully and completely as if such powers were specifically enumerated and described in this Code. All such powers shall be exercised subject to all restrictions and limitations imposed by the Federal Reserve Act, or by regulations of the Federal Reserve Board made pursuant thereto.

C. Compliance on the part of any such bank with the reserve requirements of the Federal Reserve Act is full compliance with those provisions of the laws of this state which require banks to maintain cash balances in their vaults or with other banks, and no such bank shall be required to carry or maintain reserve other than such as is required under the terms of the Federal Reserve Act.

D. Any such bank shall continue to be subject to the supervision and examination required by the laws of this state, except that the Board of Governors of the Federal Reserve System has the right, if it deems necessary, to make examinations. The authorities of this state having supervision over such bank may disclose to the Board of Governors of the Federal Reserve System, or to examiners duly appointed by it, all information in reference to the affairs of any bank which has become or desires to become a member of the Federal Reserve System.

E. The provisions of this section shall be deemed to apply to any bank electing to become a member of the Federal Reserve System prior to the effective date of this act.

404. Federal Deposit Insurance Corporation Act-Acts permitted for compliance therewith [Back]

Every bank may do and perform any act and thing necessary or required under the terms of the Federal Deposit Insurance Corporation Act, and any amendments thereto or any act substituted therefor, to secure the benefits of the deposit insurance and other advantages provided by such act, and any amendments thereto or any act substituted therefor applicable to state banks and trust companies.

405. Increase or decrease of capital stock; procedure-Reduction of capital stock; surrender of certificate [Back]

A. Increase or decrease of capital stock; procedure Any bank or trust company authorized to conduct a banking business under the laws of the State of Oklahoma may at any time increase or reduce its capital stock, after such change has been approved by the Commissioner and by a majority vote of the outstanding voting stock.

1. After the increase or decrease of capital stock has been authorized at a regular shareholders' meeting or a special shareholders' meeting called for that purpose, the president or secretary of the bank or trust company shall prepare a certificate in the form prescribed by the Commissioner containing a copy of the resolution, as passed by a majority vote of the outstanding voting stock, authorizing the increase or decrease of capital stock. Such certificate shall be verified by oath of the president or secretary of the corporation and forthwith transmitted to the Commissioner.

2. Upon receipt of such certificate, the Commissioner may, in the discretion of the Commissioner, authorize the increase or decrease of the capital stock of the corporation. The Commissioner, after such increase or decrease has been authorized and approved, shall thereupon issue a certificate showing the amount to which the capital stock has been increased or decreased by authority of the resolution, as certified by the Commissioner.

3. No bank or trust company shall issue any certificate of stock under any increase of capital until the whole amount of such increase has been fully paid either in cash or by transfer from undivided profits.

B. Reduction of capital stock; surrender of certificate Whenever the capital stock of any bank or trust company is reduced, every shareholder, owner or holder of any stock certificate shall surrender the same for cancellation and shall be entitled to receive a new certificate for that portion of the stock remaining in force after the reduction has been made. Any stock certificate which is not surrendered for cancellation and reissue, under any decrease of capital stock, shall be null and void as to the amount represented by the decrease. No dividends shall be paid to any shareholder until the old certificate has been surrendered and canceled.

405.1 Common Stock [Back]

Any bank or trust company, with the written approval of the Commissioner and by majority vote of the outstanding voting stock, may by proper amendment to its certificate of incorporation authorize an increase in the common stock of the bank in the category of authorized but unissued stock. Such authorization but unissued stock may be issued from time to time to employees of the bank pursuant to a stock option or stock purchase plan adopted in accordance with the provisions of Section 40 of this act or in exchange for convertible preferred stock or convertible capital debentures in accordance with the terms and provisions of such securities. Authorized but unissued stock may also be issued from time to time for such other purposes and considerations as may be approved by the board of directors of the bank and by the written approval of the Commissioner.

405.2 Stock-Scope and Application-Source of Shares [Back]

A. Scope and Application Any bank or trust company may grant options to purchase, sell or enter into agreements to sell shares of its capital stock to its employees, for a consideration of not less than one hundred percent (100%) of the fair market value of the shares on the date the option is granted, or, if pursuant to a stock purchase plan, one hundred percent (100%) of the fair market value on the date the purchase price is fixed, pursuant to the terms of an employee stock option plan or employee stock purchase plan which has been adopted by the board of directors of the bank and approved by the holders of at least a majority of the outstanding shares of the bank entitled to vote and by the Commissioner. Stock options issued hereunder shall not extend beyond a period of ten (10) ten years from date of issuance and shall otherwise qualify as stock options under the provisions of the Internal Revenue Code of 1954, as it may be amended from time to time.

B. Source of shares. Shares issued to employees pursuant to this section may be authorized but unissued stock which has been authorized by stockholders in accordance with the procedures outlined in Section 39 of this act.

406. Amendments-Change in name-Change in location-Change in number and par value of shares-Bank's abandonment of trust powers-Other amendments-Right of dissent [Back]

A. Change of name A bank or trust company, by majority vote of the outstanding voting stock, may upon written notice to and may after obtaining approval by the Commissioner change its corporate name by appropriate amendment of its certificate of incorporation.

B. Change in location

1.An application to change a bank or trust company's main office location must be authorized by majority vote of the outstanding voting stock. The application shall be submitted upon a form provided by the Commissioner, and shall contain a copy of the resolution adopted by the stockholders at the stockholders' meeting authorizing the proposed change in location, and shall be verified by the president or secretary of the corporation. An application fee in an amount provided by Board rule shall accompany the application.

2. If the applicant bank's deposits are insured by the Federal Deposit Insurance Corporation, the Commissioner may condition the approval upon the approval of the Federal Deposit Insurance Corporation.

3. The Commissioner may, in the discretion of the Commissioner, approve the application and authorize amendment of the certificate of incorporation.

C. Change in number and par value of shares. Upon application of a bank or trust company authorized by a majority vote of the outstanding voting stock to amend its certificate of incorporation by changing the number and par value of shares, the Commissioner shall approve the application and authorize amendment unless the change will inequitably affect the interest of any stockholders and the bank or trust company does not have sufficient surplus and undivided profits to pay dissenting stockholders the fair value of their shares and have remaining adequate capital as determined by the Commissioner.

D. Bank's abandonment of trust powers Upon application approved by majority vote of the outstanding voting stock authorizing the abandonment of its trust powers, and upon compliance with Section 1017 of this title, the Commissioner may, in the discretion of the Commissioner, approve the application and permit amendment of the applicant's certificate of incorporation deleting trust powers.

E. Other amendments The Commissioner may, in the discretion of the Commissioner, permit amendments to the applicant's certificate of incorporation in addition to those specifically set forth in this section and in Section 405 of this title, if the Commissioner finds and determines the public and interested parties would be served by the approval of such amendments.

F. Right of dissent Shareholders of banking corporations shall have the right of dissent to corporate action, in the same manner as provided by Section 1104 of this title with respect to the adoption of the following type of amendments to the applicant's certificate of incorporation:

1. With respect to holders of a class of stock, a decrease in the par value per share of the outstanding shares of such class of stock, or a reverse stock split that decreases the aggregate par value of a shareholder's total shares of the affected class of stock;

2. A change of the main office location to a different town or city;

3. With respect to preferred shareholders, a conversion of preferred stock into common stock, other than in accordance with conversion features, if any, which were contained in the terms of the preferred stock when it was originally issued; and

4. With respect to preferred shareholders, any other amendment which would modify preferred stock to reduce the dividend rate, to make cumulative dividends noncumulative, to reduce the redemption or liquidation price, to eliminate or adversely affect any conversion rights or to eliminate or diminish any voting rights related thereto.

The provisions of this subsection shall not apply to transactions which are subject to dissenters' rights as provided by Sections 1104 and 1109 of this title. Shareholders of banking corporations shall also be entitled to appraisal rights granted with respect to any type of transaction pursuant to the provisions of the Oklahoma General Corporation Act, except for transactions subject to dissenters' rights as provided by the provisions of this section and Sections 1104 and 1109 of this title.

407. Amendment-Fiduciary powers-Change in name [Back]

Any bank heretofore organized not authorized by its certificate of incorporation to exercise trust powers may file an application with the State Banking Commissioner requesting such authority.

1. The application must be approved by majority vote of the outstanding voting stock and the resolution so adopted must be duly verified by the president or cashier of the bank.

2. In passing upon the application, the Commissioner will give consideration to the following matters and to any other facts and circumstances the Commissioner deems proper:

a. whether the bank has sufficient capital to exercise the fiduciary powers applied for, which capital shall be no less than Two Million Dollars ($2,000,000.00);

b. the proposed market for fiduciary services and the probable volume of such fiduciary business available to the bank,

c. the general condition of the bank, including the adequacy of its capital in relation to the character and condition of its assets and to its deposit liabilities and other corporate responsibilities, including the exercise of fiduciary powers,

d. the general character and ability of the management of the bank,

e. the nature of the supervision to be given to the fiduciary activities, including the qualifications, experience and character of the proposed officer or officers of the trust department, and

f. whether the bank has available legal counsel to advise and pass upon fiduciary matters whenever necessary.

3. The qualifying bank may, by appropriate amendment to its certificate of incorporation, change its name by adding thereto, "& Trust Company" or "and Trust Company".

4. An application for authority to exercise trust powers shall be accompanied by a fee as set by rule of the Banking Board.

408. Amendment-Perpetual certificate of incorporation [Back]

Each bank or trust company having articles of incorporation on file with the Secretary of State shall amend the articles with a certificate of incorporation as identified by Section 1005 of Title 18 of the Oklahoma Statutes using a form as prescribed by the Commissioner no later than November 1, 1997.

409. Dividends [Back]

A. Withdrawal of capital-Dividends-Bad debts-Banks and trust companies Without the prior written approval of the Commissioner, no bank shall, during the time it shall continue its banking operations, withdraw, or permit to be withdrawn, either in the form of dividends or otherwise, any portion of its capital or surplus. If losses have at any time been sustained by any such bank, equal to or exceeding its undivided profits then on hand, no dividend shall be made, and no dividend shall ever be made by any bank, while it continues its banking operations, to an amount greater than its net profits then on hand, deducting therefrom its losses and bad debts. All debts due to any bank, on which interest is past due and unpaid for a period of six (6) months, unless the same are well secured and in process of collection, shall be considered bad debts within the meaning of this section.

No trust company shall declare or pay any dividend to an amount greater than its net undivided profits then on hand, deducting therefrom:

1. All losses;

2. All debts, unless the same are well secured, on which interest for a period of one (1) year is past due and unpaid and debts upon which final judgment has been recovered but has been for more than one (1) year unsatisfied and on which interest for a period of one (1) year is unpaid, unless the same are well secured;

3. All assets or depreciation which the commissioner or a duly appointed examiner may have required to be charged off; and

4. All expenses, interest and taxes accrued or due from the trust company.

After providing for the deductions set forth, the board of directors of a trust company may, at any regular meeting, declare a dividend out of so much of the net undivided profits of the trust company as they judge expedient. Interest unpaid, although due or accrued, shall not be included in the calculation of net undivided profits.

B. Dividends-When payable-Restrictions

1. The directors of any bank or trust company may, quarterly, semiannually or annually, declare a dividend of so much of the net profits of the corporation as they shall judge expedient, except that, until the surplus fund of a bank shall equal its common capital, no cash dividends shall be declared unless there has been carried to the surplus fund not less than one-tenth (1/10) part of the bank's net profits of the preceding half year in the case of quarterly or semiannual dividends, or not less than one-tenth (1/10) part of its net profits of the preceding two consecutive half-year periods in the case of annual dividends: Provided that, for the purposes of this section, any amounts paid into a fund for retirement of any preferred stock of any such bank out of its net earnings for such period or periods shall be deemed to be additions to its surplus fund if, upon the retirement of such preferred stock, the amounts so paid into such retirement fund may then properly be carried to surplus. In any such case the bank shall be obligated to transfer to surplus the amounts so paid into such retirement fund on account of the preferred stock as such stock is retired.

2. The approval of the Commissioner shall be required if the total of all dividends declared by a bank in any calendar year shall exceed the total of its net profits of that year combined with its retained net profits of the preceding two (2) years, less any required transfers to surplus or a fund for the retirement of any preferred stock.

3. For the purpose of paragraph 2 of this subsection, the term "net profits" shall mean the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets, after deducting from the total thereof all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal and state taxes.

410. Borrowing-Debentures-Rediscounting [Back]

A. Borrowing-Capital debentures bank may borrow money and issue evidence of indebtedness and may issue convertible or nonconvertible capital notes or debentures subject to such terms, conditions or limitations as may be prescribed by the Board by order, rule or regulation. Capital notes or debentures which are by their terms expressly subordinated to the prior payment in full of all deposit liabilities of the bank shall be considered as part of the unimpaired capital funds of the bank for the purpose of the computation of the bank's loan and investment limit.

B. Rediscounting notes to Federal Reserve Any bank may rediscount with and sell to a Federal Reserve Bank any notes, drafts, bills of exchange, acceptances and other securities, with no restrictions, and as fully and to the same extent as this privilege is given to national bank members under the terms of the Federal Reserve Act, or by regulations of the Federal Reserve Board made pursuant thereto.

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

411. Pledge of assets-Banks [Back]

A. A bank may pledge its assets to:

1. Enable it to act as agent for the sale of obligations of the United States;

2. Secure borrowed funds;

3. Secure deposits when the depositor is required to obtain such security by the laws of the United States, by the terms of any interstate compact, by the laws of any state or by order of a court of competent jurisdiction;

4. Secure the uninsured portion of deposits made by a governmental agency of the State of Oklahoma, any public trust having the State of Oklahoma as a beneficiary, rural water district or nonprofit rural water corporation, so long as the pledge is made with the same type of collateral and in the same manner and form as pledges made to secure deposits by the State Treasurer;

5. Anyone as permitted by national banks; or

6. Otherwise comply with the provisions of this Code.

B. In the event the bank pledges assets pursuant to subsection A of this section, the bank shall maintain in its files documentation showing the legal authority or basis for such pledging.

C. With respect to the pledge of assets for deposits identified in subsection A and B of this section, any such pledge shall only apply to the portion not insured by the Federal Deposit Insurance Corporation.

412. Signature guaranty [Back]

(1) A bank may become guarantor of the genuineness of a signature.

(2) A bank guaranteeing the signature of a person on any document warrants to any person relying on such guaranty only that:

(a) the signature is that of the person signing; and

(b) the signer is the holder, or the signer has purported authority to sign in the name of the holder; provided that if the holder purports to act as a fiduciary either as "fiduciary" as defined in this Code or his name is signed by a person purporting to act on the holder's behalf as a fiduciary, the bank warrants that such holder or such person so signing as such fiduciary is in fact the fiduciary he purports to be and warrants that the bank has no actual knowledge that such fiduciary is committing a breach of his obligation as such fiduciary in signing such document and that it has no knowledge of such facts that its action in guaranteeing the signature amounts to bad faith; and

(c) the signer has legal capacity to sign.

(3) A bank may disclaim in its guaranty all or any part of the obligations set forth in subsection (2)(b) of this section.

414. Acquisition of real estate-Term held-Equipment, furniture and fixtures-Leases of real estate and equipment-Investment and loans to corporation holding premises-Conveyance of real estate [Back]

A.

1. A bank or trust company may purchase and hold real estate, equipment, furniture and fixtures necessary for the convenient transaction of its business, the cost of which shall not exceed its capital. This limitation may be exceeded upon written approval of the State Banking Commissioner.

2. With prior approval of the Commissioner, a bank or trust company may purchase and hold fixtures, facilities and real estate, including but not limited to storage facilities, facilities for civic or public use or facilities for the benefit of employees of the bank, bank customers or the community. No banking business of any type shall be engaged in or conducted at such facilities.

3. A bank or trust company may lease out to such tenants as it deems appropriate any portion of its banking house or premises not utilized in the conduct of its banking operations.

4. Upon prior written approval of the Commissioner, a bank or trust company may purchase real estate at a location where the bank or trust company could lawfully establish an office.

5. A state bank may purchase or construct a municipal building, such as a school building, or other similar public facility and, as holder of legal title, lease the same to a municipality or other public authority having resources sufficient to make payment of all rentals as they become due. The lease agreement shall provide that upon its expiration the lessee will become owner of the building or facility.

6. Subject to prior approval by the Commissioner and such conditions and limitations as the Commissioner shall prescribe, which shall be consistent with any rules the State Banking Board may prescribe, a state bank may purchase real estate for the purpose of producing income, sale, or for development and improvement, including the erection of buildings thereon, for sale or rental purposes.

B.

1. A bank or trust company may purchase and hold real estate conveyed to it in satisfaction of debts previously contracted in good faith in the course of business.

2. All such real estate shall be accounted for individually at the lower of the recorded investment in the loan satisfied or its fair market value on the date of the transfer.

3. The recorded investment in the loan satisfied is the unpaid balance of the loan, increased by accrued and uncollected interest, unamortized premium, and loan acquisition costs, if any, and decreased by previous direct write down, finance charges and unamortized discount, if any.

C. Upon notification by the bank to the Commissioner that such conditions exist that require the expenditure of funds for the development and improvement of such real estate, and subject to such conditions and limitations as the Commissioner shall prescribe, the bank may expend its funds to enable such bank to recover its total investment.

D. A bank or trust company may acquire and hold real estate such as it shall purchase at sale under judgment, decree or mortgage foreclosure, under securities held by it.

E.

1. Without the written approval of the Commissioner, real estate acquired in the cases contemplated in subsection B and D of this section may be held for an initial holding period of no longer than five (5) years from the date of acquisition. However, a bank may apply, during the first two (2) years in which the real estate is acquired by the bank, for approval by the Commissioner to retain such real estate for the purposes described in paragraph 6 of subsection A of this section. In the case of approval by the Commissioner, the rules of this subsection shall not apply to such property. In the absence of such application, or if the application is denied by the Commissioner, the rules of this subsection shall apply to the retention of the real estate by the bank.

2. Following the expiration of the initial holding period, one additional extension period of up to five (5) years may be granted upon the written approval of the Commissioner.

3. A bank or trust company must begin to write down the book value for each property held as other real estate owned a minimum of ten percent (10%) each year during the additional extension period. The bank or trust company shall then be required to write off the remaining balance of the other real-estate-owned property at the end of the additional extension period.

4. Banks or trust companies shall be required to keep current appraisals on file to substantiate their other real-estate-owned property book values. A full appraisal or a supplement which updates a full appraisal, not more than twelve (12) months old, shall be considered current for purposes of this paragraph. Provided, however, if a bank has begun writing down the book value of the property pursuant to paragraph 3 of this subsection, the bank need not update an appraisal if the book value of the property is fifty percent (50%) or less than the bank’s most recent appraised value.

5. Unless a bank has applied for approval by the Commissioner during the first two (2) years after the real estate is acquired, to retain such real estate for the purposes described in paragraph 6 of subsection A of this section, a bank shall also continue efforts to dispose of the real estate at the earliest possible opportunity.

6. At the conclusion of the additional extension period, real estate must be disposed of or, if approved by the Commissioner, must be transferred to a subsidiary company of the bank.

7. For purposes of this section, ownership interests in oil, gas and other subsurface mineral rights other than mere leasehold interests shall be considered real estate. However, notwithstanding the holding limitation of this section or any other provision contained herein, any bank or trust company which on October 15, 1982, held, directly or indirectly, any oil, gas and other subsurface mineral rights, other than mere leasehold interests, that since December 31, 1979, had not been valued on the books of such bank or trust company for more than a nominal amount, may continue to hold such subsurface rights or interest without limitation.

F. Any bank or trust company organized under the laws of this state may invest its funds in the stocks, bonds, debentures or other such obligations of any corporation holding the premises of such bank or trust company, and may make loans to or upon the security of any such corporation, but the aggregate of all such investments and loans together with the investments provided for in subsection A of this section shall not exceed its capital. This limitation may be exceeded upon the written approval of the Commissioner.

G. Every conveyance of real estate and every lease thereof made by a bank or trust company, shall have the name of such bank or trust company subscribed thereto, either by an attorney-in-fact, president, vice-president, chairperson or vice-chairperson of the board of directors of such corporation.

H. Nothing in this section shall preclude or limit in any manner, investments by a bank permitted under any other section of this Code.

415. Drive-in, walk-up facility [Back]

A.

1. Any bank chartered pursuant to the laws of this state may maintain and operate outside attached facilities, and, subject to the approval of the Banking Board as evidenced by its certificate, detached facilities on real property owned or leased by the bank having one or more tellers' windows for drive-in or walk-up service or both.

2. Any branch may maintain and operate one outside attached facilities having one or more tellers' windows for drive-in or walk-up service or both on property owned or leased by the bank.

3. For the purposes of this section the date of approval of a bank charter or the date of approval of a branch by the appropriate state or federal authority shall be the date of existence of such bank, branch, or facility.

B.

1. No bank shall be permitted to maintain and operate such additional outside facilities except upon certificate issued by the Board.

2. The application for a certificate to maintain and operate a detached facility shall comply with the regulations of the Board. An application fee in an amount prescribed by Board rule shall accompany the application. Within twenty (20) days after the conclusion of the hearing the Board, in its sole discretion, shall approve or deny the application and shall notify the applicant of its decision.

3. Any banking function may be performed at a detached facility except that of making loans. Upon the recommendation of the State Banking Commissioner, the Attorney General shall bring an appropriate action to enjoin a bank from conducting the making of loans at such facilities.

4. Any facility authorized pursuant to the laws of this state prior to October 1, 1983, shall not be rendered unlawful by any provision of this section.

5. The provisions of this section shall not be construed in derogation or denial of the right to operate and maintain facilities as provided for in Sections 421 and 422 of this title.

C. Nothwithstanding paragraph 1 of subsection A of this section and paragraphs 1 and 2 of subsection B of this section, the Board may by rule establish a procedure whereby the Commissioner may grant approval and issue the certificate to establish and operate or relocate a detached facility without a hearing before the Board. The procedure shall include criteria set by the Board to be applied by the Commissioner in the consideration of the application.

416. Bank service corporations [Back]

A. Definitions

1. The term "bank services" means those services authorized under subsections C and D of this section;

2. The term "bank service corporation" means a corporation or limited liability company organized to perform services, all of the capital stock of which is owned by one or more depository institutions, and at least one of which is subject to examination by the Commissioner;

3. The term "depository institution" means a bank or another financial institution subject to examination by the Federal Home Loan Bank Board or the National Credit Union Administration Board; and

4. The term "invest" includes any advance of funds to a bank service corporation, whether by the purchase of stock, the making of a loan, or otherwise, except a payment for rent earned, goods sold and delivered, or services rendered prior to the making of such payment.

B. Amount of bank investment in service corporations

1. No limitation or prohibition otherwise imposed by any provision of this Code exclusively relating to banks shall prevent any bank from investing not more than ten percent (10%) of its capital in a bank service corporation; and

2. If stock in a bank service corporation has been held by two or more banks, or institutions, and one of such banks, or institutions, ceases to utilize the services of the corporation and ceases to hold stock in it, and leaves the other as the sole stockholding bank, or institution, the corporation may nevertheless continue to function as such and the other bank or institution may continue to hold stock in it.

C. Services to depository institutions A bank service corporation may perform the following services for depository institutions and for such other persons as the Board shall permit by regulation: Check and deposit sorting and posting, computation and posting of interest and other credits and charges, preparation and mailing of checks, statements, notices and similar items or any other clerical, computer, information systems, electronic communications, bookkeeping, accounting, statistical or similar functions performed for a depository institution.

D. Services to other persons A bank service corporation may provide to any person any of the following services and any other services as the Banking Board shall permit:

1. Any service which a bank shareholder is authorized to perform; and

2. Any services which the Federal Reserve Board has determined by regulation to be permissible for a bank holding company under Section 4(c)(8) of the Bank Holding Company Act.

E. Regulation and examination of services-Banks and trust companies No bank or trust company subject to examination by the State Banking Commissioner may cause to be performed, by contract or otherwise, any bank or trust company services for itself, whether on or off its premises, unless assurances satisfactory to the Commissioner are furnished to the Commissioner by both the bank or trust company and the party performing such services that the performance thereof will be subject to regulation and examination by the Commissioner to the same extent as if such services were being performed by the bank or trust company itself on its own premises.

421. Military banking facilities [Back]

A. Military banking facilities authorized

1. Notwithstanding the distance limitations in paragraph 1 of subsection A of Section 415 of this title, any bank located in the State of Oklahoma may, subject to the approval of the Board as evidenced by its certificate, and subject to the approval of the military installation commander as evidenced by a letter of approval, maintain and operate a facility on any military installation located in the State of Oklahoma.

2. Any state bank may maintain and operate a branch on any United States military installation within this state or elsewhere.

B. Certificate to maintain military banking facilities-Notice and hearing-Injunction of prohibited activities

1. No bank shall be permitted to maintain and operate such military banking facility, except on certificate issued by the Board.

2. The application for a certificate to maintain and operate a military banking facility shall comply with the regulations of the Board. Within twenty (20) days after the conclusion of the hearing the Board shall, in its sole discretion, approve or deny the application and shall notify the applicant of its decision.

3. No banking function shall be performed at the facility save that of accepting deposits, cashing checks, making change, selling bank paper, such as bank drafts, cashier's checks, money orders, traveler's checks, etc., accepting payment for personal utility bills, redeeming and selling United States Savings Bonds, and such other services as the installation commander may request, in writing, of the bank subject to the prior written approval of the Commissioner. Upon the recommendation of the Commissioner, the Attorney General shall bring an appropriate action to enjoin a bank from conducting banking functions at such facility other than those herein granted.

422. Consumer banking electronic facilities [Back]

A. Any bank, savings and loan association or credit union located within the State of Oklahoma may install, operate or utilize consumer banking electronic facilities, provided written notice is given to the Commissioner prior to the commencement of operations of each facility. Such notice shall contain any reasonable descriptive information pertaining to the facility as shall be required by the rules or regulations of the Board.

B. A consumer banking electronic facility, when located other than at a bank's principal office or detached facility, may be operated exclusively by customers or transactions may be performed through the assistance of any person provided that person is not employed, either directly or indirectly, by any bank, bank holding company or subsidiary, savings and loan association or credit union. Such assistance shall not be deemed to be engaging in the business of banking. Persons assisting bank customers at the site of a consumer banking electronic facility may be trained by bank employees and nothing in this section shall be construed to prohibit periodic servicing of a consumer banking electronic facility by a bank, savings and loan association or credit union employee. Under no circumstances may an employee of a bank, bank holding company, affiliate or subsidiary thereof, savings and loan association or credit union perform transactions for others at the consumer banking electronic facility. However, a consumer banking electronic facility located on the business premises of a person engaged in the sale of goods or services may be used to perform internal nonbanking functions for such persons.

C. Consumer banking electronic facility transactions shall be considered as the conduct of banking transactions at the headquarters' location of the bank, savings and loan association or credit union for which the data is transmitted.

D. A person not holding a certificate of authority to operate as a bank, credit union, or savings association may install, operate and utilize consumer banking electronic facilities only after filing a registration statement with the Department pursuant to the requirements of section 104 of this title and any rules promulgated thereunder by the State Banking Board. Provided however, a person filing a registration statement solely in connection with bank or trust-related activities involving consumer banking electronic facilities shall pay to the Department a fee no greater than Fifty Dollars ($50.00) per facility, up to a maximum of Five Hundred Dollars ($500.00), notwithstanding any rule by the Board that may establish a higher fee.

 

423. Operations centers [Back]

Upon written notice to the Commissioner, any bank may establish one or more operations center on property owned or leased by the bank. For purposes of this section, "operations center" means a bank facility separated from the main office of the bank at which only the following bank operations are conducted: computer processing, information systems, electronic communications, loan payment processing, bookkeeping, item processing, currency and coin processing and storage, data processing, and all support functions related thereto.

424. Origination of loans at locations other than main office or branch office [Back]

A. Subject to rules promulgated by the Banking Board, a bank or out-of-state bank may utilize employees or agents of the bank or out-of-state bank to originate loans or originate deposit accounts, or both, at locations other than the main office or a branch office of such bank or out-of-state bank, provided that the loan decision is made and the loan is funded at the main office or a branch office of the bank or out-of-state bank and provided that no deposits shall be accepted or received at the deposit origination office. A bank or out-of-state bank may establish an office location described in this section by making an application to the State Banking Commissioner on a form prescribed by the Commissioner. An application fee of Five Hundred Dollars ($500.00) shall accompany the application.

B. An office shall be considered to be a loan production office if it is open to the public, and employees or agents of the bank or out-of-state bank:

1. Provide loan applications to customers;

2. Facilitate the return of the loan application to the bank or out-of-state bank;

3. Provide promissory notes and/or disclosures to customers;

4. Receive executed notes from customers; or

5. Arrange for the loan proceeds to be delivered to the customer.

C. An office shall be considered to be a deposit production office if it is open to the public, and employees or agents of the bank or out-of-state bank:

1. Provide deposit applications to customers;

2. Facilitate the return of the deposit application to the bank or out-of-state bank;

3. Provide deposit agreements and/or disclosures to customers;

4. Receive executed deposit agreements from customers; or

5. Arrange for the deposited funds to be delivered to the bank.

D. The Commissioner or the Board may, upon written request of a bank or out-of-state bank, designate or approve of specified activities (including a limited number of those described in subsections B and C of this section) that a bank or out-of-state bank may conduct without the facility being considered a loan production office or deposit production office. For purposes of this section, the word "agent" shall include independent contractors, or any other "institution affiliated party" as that term is defined in 12 U.S.C., Section 1813(u).

425. Special or Fiduciary Duties [Back]

Unless a state or national bank shall have expressly agreed in writing to assume special or fiduciary duties or obligations, no such duties or obligations will be imposed on the bank with respect to a depositor of the bank or a borrower, guarantor or surety, and no special or fiduciary relationship shall be deemed to exist.

426. Banks Acting as Agent [Back]

A. Any bank subsidiary of a bank holding company may receive deposits, renew time deposits, close loans, service loans, and receive payments on loans and other obligations as an agent for any other bank owned or controlled by the same bank holding company.

B. Despite any other provision of law, a bank acting as an agent in accordance with subsection A of this section for an affiliate shall not be considered a branch of the affiliate.

C. An agency relationship between subsidiary banks pursuant to subsection A of this section shall be on terms that are consistent with safe and sound banking practice and all applicable regulations of any appropriate bank regulatory agency.

427. Trustees of Certain Bond Issues [Back]

Any bank or trust institution serving as a trustee of a bond issue of a public body in Oklahoma shall have and maintain a representative trust office within this state and shall have a trust officer in such office.