2014 Oklahoma Statutes
Title 18. Corporations
§18-381.76. Liquidation by Commissioner.

A. In liquidating an association, the State Banking Commissioner may exercise any power of such association, but shall not, without the approval of the district court where notice of possession was filed:

1. Sell any asset of the association having a value in excess of Five Hundred Dollars ($500.00) or such larger sum as may be determined by the court, but not exceeding One Hundred Thousand Dollars ($100,000.00);

2. Compromise or release any claim exceeding Five Hundred Dollars ($500.00), exclusive of interest or such larger sum as may be determined by the court, but not exceeding One Hundred Thousand Dollars ($100,000.00); or

3. Make any payment on any claim, other than a claim upon an obligation incurred by the Commissioner, before preparing and filing a schedule of determinations in accordance with subsection H of this section.

B. 1. The Commissioner may lease for oil and/or gas purposes any land vested in the Commissioner as assets of an insolvent association.

2. In making or executing any such lease the Commissioner shall retain and reserve a royalty of not less than one-eighth (1/8) of the oil and/or gas produced from said land. Said lease shall be made in the same manner as provided for by law for the sale of other assets of state-chartered associations in the possession of the Commissioner.

C. Within six (6) months after the commencement of liquidation proceedings, the Commissioner may terminate any executory contract, including but not limited to contracts for services or advertising, to which the association is a party or any obligation of the association as a lessee. A lessor who receives at least sixty (60) days' notice of the Commissioner's decision to terminate the lease shall not be entitled to a claim for rent other than rent accrued to the date of termination nor for damages for such termination, except that on building or association premises the lessor may receive damages not exceeding one (1) year's rent as provided in such lease.

D. As soon after the commencement of liquidation as is practicable, the Commissioner shall take the necessary steps to terminate all fiduciary positions held by the association and take such action as may be necessary to surrender all property held by the association as a fiduciary and to settle its fiduciary accounts. The Commissioner may transfer such fiduciary accounts to another qualified corporate fiduciary in the same community without assent of the parties. Notice of such transfer shall be given by registered mail to the parties, and the manner of succession of trust powers and successor trustees shall be in accordance with the procedure provided in Section 1018 of Title 6 of the Oklahoma Statutes.

E. The right of any agency of the United States insuring deposits to be subrogated to the rights of depositors upon payment of their claims shall not be less extensive than what the law of the United States requires as a condition of the authority to issue such insurance or make such payments to depositors of federal associations.

F. Within ten (10) days after taking possession, the Commissioner shall send notice of the liquidation to each known depositor, creditor, lessee of a safe deposit box, and bailor of property held by the association, at the address shown on the books of the association. The notice shall also be published in a newspaper of general circulation in the county in which the main office of the association is located once a week for three (3) successive weeks. The Commissioner shall send with each notice a statement of the amount shown on the books of the association to be the claim of the depositor or creditor, with all setoffs and any amounts due to the association. The notice shall demand that property held by the association as bailee or in a safe deposit box be withdrawn by the person entitled thereto and, if the amount claimed differs from that stated in the statement to be due, that the depositor or creditor file a claim with the Commissioner within sixty (60) days from the date of the first publication of the notice of the liquidation given by the Commissioner, in accordance with the procedure prescribed in the notice. The failure of any depositor, creditor or claimant to receive a notice, or observe the published notice of the liquidation by the Commissioner, shall not relieve such claimant of the obligation to file a claim, if the amount thereof differs from the amount found by the Commissioner. If no claim is filed by the claimant within the time specified, then the determination of the Commissioner shall be final and shall constitute the claim of that claimant.

G. Safe deposit boxes, the contents of which have not been removed within sixty (60) days from the date of first publication of the notice of liquidation, shall be opened by the Commissioner. Sealed packages containing the contents of such box, with a certificate of inventory of contents, together with any unclaimed property held by the association as bailee and certified inventories thereof, shall be held by the Commissioner and administered in accordance with the provisions of the Uniform Unclaimed Property Act.

H. The Commissioner shall:

1. Notify each person whose claim has not been allowed in full, by mailing to the last-known address of such person, as shown on the records of the association, a notice of the time when and the place where the schedule of determinations will be available for inspection and the date when the Commissioner shall file the schedule in court;

2. As soon as practical and within one hundred twenty (120) days from the date of first publication of the notice of liquidation, determine the amount, if any, owing to each known creditor or depositor and the priority class of such claim under subsection K of this section, and file such determination in the district court where notice of possession was filed; and

3. As soon as practical and within sixty (60) days from the date of filing, reject any claim if the Commissioner doubts the validity thereof.

I. Within twenty (20) days after the filing of the schedule of determinations, any creditor, depositor or stockholder may file an objection to any determination which adversely affects such creditor, depositor or stockholder. Objections so filed shall be heard and determined by the court. The clerk of such district court shall enter the objection upon the court docket under the case number assigned to the liquidation proceedings. The Commissioner and interested claimants as the court determines shall be notified of such objection not less than ten (10) days prior to the hearing on such objection. The matter shall be tried de novo. No person having a claim against an insolvent association shall maintain action thereon except as herein provided.

J. After filing the schedule of determinations and establishing proper reserves for the payment of costs, expenses of liquidation and disputed claims, the Commissioner shall pay to any agency of the United States insuring deposits in the insolvent association such sum as may be then available but not exceeding the amount paid out by such agency as such an insurer of deposits and accounts. The Commissioner from time to time may also make partial distribution to the holders of claims which are undisputed or which have been allowed by the district court, in the order of their priority as provided in subsection K of this section. The district court supervising the liquidation, as soon as practicable after the establishment of an adequate and proper reserve for payment of disputed claims, costs and expenses of liquidation, shall direct the Commissioner to make a substantial partial pro rata distribution that will not interfere with orderly liquidation, to the holders of undisputed claims and those allowed by the court in the order of their priority, to the extent that there remains only the determination and settlement of disputed claims and the procedures of the final accounting and final distribution to be made by the Commissioner as provided in this section.

K. 1. The following claims shall have priority in the order specified:

a.obligations incurred by the Commissioner, fees and assessments due to the Oklahoma State Banking Department, and all expenses of liquidation, all of which may be covered by a proper reserve of funds,

b.approved claims of depositors against the general liquidating account of the association,

c.approved claims of general creditors against the general liquidating account of the association,

d.claims otherwise proper which were not filed within the time prescribed by subsection F of this section, and

e.claims of stockholders of the association.

2. No claim shall be entitled to interest thereon if it is paid within six (6) months after the first publication of notice of the liquidation by the Commissioner. If the claim is paid after such period, then the unpaid balance of the claim shall be credited with interest at the rate of six percent (6%) per annum for the expiration of the six (6) months until paid or finally canceled by exhaustion of all assets.

3. All distribution declared in accordance with subsection J of this section, which shall not be claimed within one (1) year, shall be canceled upon the order of the district court having jurisdiction of the liquidation of such insolvent association, and the proceeds thereof returned to the general liquidating account of the insolvent association. Provided, that notice of the application of the Commissioner to the district court for permission to cancel such unclaimed distributions shall be given by publication for two (2) successive weeks in a newspaper of general circulation in the county where the main office of the insolvent association is located. The notice shall describe the unclaimed distributions sought to be canceled, giving the name and location of the insolvent association, the name of the payee and the amount and shall recite the Commissioner has filed an application in the designated district court for cancellation of such distributions and shall refer to the application for further particulars.

4. Any assets remaining after all partial distributions, after all claims have been paid, or ample provisions for reserves are made for payment thereof by the court, shall be distributed to the stockholders in accordance with their respective interests.

L. Unclaimed funds, other than unclaimed distributions, remaining after completion of the liquidation shall be retained by the Commissioner and administered in accordance with the Uniform Unclaimed Property Act.

M. 1. During the liquidation procedure, the Commissioner and the agents and employees of the Commissioner shall prepare an annual report that details all receipts and disbursements made from assets in the possession of the Commissioner. A copy of the annual report shall be filed with the district court of the county where the notice of taking possession was filed and a hearing shall be held thereon. Interested parties and the board of directors of the insolvent association shall be given such notice of the hearing as the court directs and shall make such objections as they shall desire to the account. The failure to object at a hearing shall not prejudice the right of any claimant or interested party to object to items of expense and proceedings in the liquidation upon the final account.

2. When the assets have been distributed in accordance with this section, except unclaimed funds and contents of safe deposit boxes held by the Commissioner, the Commissioner shall file a final account with the court. Notice of hearing upon the final account shall be given, of not less than ten (10) days nor more than thirty (30) days prior to the date of the hearing, by registered or certified mail, to all interested persons and to the board of directors of the insolvent association and the notice shall be published for two (2) successive weeks in some newspaper of general circulation published in the county where the association is located, showing the nature of the hearing, the date and time of the hearing and that such account is for final settlement of the liquidating account of such insolvent association.

3. The final account shall reflect all the acts of the Commissioner as supported by annual reports and such necessary items to support the account, including distribution of such remaining cash to the stockholders in accordance with their interests and all other assets to the board of directors of the association as liquidating agents for the stockholders under the Oklahoma General Corporation Act.

4. The court shall hear all matters relating to the final account; allow, reduce or reject any item of expense; and determine all matters before it. Any person aggrieved by the judgment of the court may appeal as in any other civil action.

5. Upon approval of the final account by the court, the Commissioner shall be relieved of liability in connection with the liquidation and shall cancel the charter upon the records of the Department.

Added by Laws 1987, c. 61, § 23, emerg. eff. May 4, 1987. Amended by Laws 1991, c. 331, § 50, eff. Sept. 1, 1991; Laws 2000, c. 81, § 77, eff. Nov. 1, 2000.