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.

Added by Laws 1965, c. 161, § 405. Amended by Laws 1982, c. 223, § 6; Laws 1983, c. 73, § 6, emerg. eff. April 29, 1983; Laws 1997, c. 111, § 38, eff. July 1, 1997; Laws 2005, c. 48, § 11, eff. Nov. 1, 2005.