§ 6-406. Amendments - Change of name - Change in location - Change in number and par value of shares - Bank's abandonment of trust powers - Right of dissent.

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 or 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.

Added by Laws 1965, c. 161, § 406.  Amended by Laws 1967, c. 258, § 4, emerg. eff. May 8, 1967; Laws 1975, c. 109, § 8, emerg. eff. May 7, 1975; Laws 1982, c. 223, § 7; Laws 1983, c. 73, § 7, emerg. eff. April 29, 1983; Laws 1992, c. 295, § 1, eff. July 1, 1992; Laws 1994, c. 157, § 6, emerg. eff. May 6, 1994; Laws 1997, c. 111, § 41, eff. July 1, 1997; Laws 2001, c. 55, § 3, eff. Nov. 1, 2001.