A. After approval by the board of directors of each constituent bank or savings association, the merger agreement shall be submitted to the Banking Board for approval, together with a fee for review of the merger as required by rule of the Banking Board which shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of this title, certified copies of the authorizing resolutions of the several boards of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any constituent national bank or federal savings association.
B. Without approval by the Board, no asset shall be carried on the books of the resulting bank at a valuation higher than that on the books of the constituent bank or savings association at the time of the last examination by a state or national bank examiner or savings association examiner before the effective date of the merger.
C. Within thirty (30) days after receipt by the Board of the fee and papers specified in subsection A of this section, the Board shall approve or disapprove the merger and the merger agreement. The Board shall approve the merger and the merger agreement if it appears that:
1. The resulting state bank meets all the requirements of state law as to the formation of a new state bank;
2. The agreement provides an adequate capital structure including surplus in relation to the deposit liabilities of the resulting state bank and its other activities which are to continue or are to be undertaken;
3. The agreement is fair; and
4. The merger is not contrary to the public interest.
If the Board disapproves a merger or a merger agreement, it shall state its objections and give an opportunity to the constituent banks or savings associations to amend the merger agreement to obviate such objection. The Board may by rule establish a procedure whereby the State Banking Commissioner may grant approval of the merger or merger agreement 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.
D. Where the resulting state bank is not to exercise trust powers, the Board shall not approve a merger until satisfied that adequate provision has been made for successors to fiduciary positions held by constituent banks or savings associations, 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.
Added by Laws 1965, c. 161, § 1103. Amended by Laws 1968, c. 93, § 10, emerg. eff. April 1, 1968; Laws 1990, c. 173, § 9, emerg. eff. May 3, 1990; Laws 1993, c. 183, § 17, eff. July 1, 1993; Laws 1995, c. 36, § 19, eff. July 1, 1995; Laws 1997, c. 111, § 88, eff. July 1, 1997; Laws 2000, c. 205, § 23, emerg. eff. May 17, 2000.