Opinion No. (1980) Ag ( 1980 )

The Attorney General is in receipt of your request for an opinion wherein you ask, in effect, the following question: Is 6 O.S. 710 [6-710] (1977), providing that all voting shares of capital stock of any bank shall vest preemptive rights unless specifically negated by the articles of incorporation or specifically waived, applicable to state banks incorporated prior to June 14, 1977? Title 6 O.S. 710 [6-710](E) (1977), which became effective June 14, 1977, amended 6 O.S. 710 [6-710](E) (1975), which had been operative since May 7, 1975. The amendatory language enacted in 1977 has no bearing upon the question considered. Since May 7, 1975, 6 O.S. 710 [6-710](E) has contained the following language: "E. Preemptive rights of shareholders. All voting shares of capital stock of any bank or trust company shall vest preemptive rights to subscribe for any additional shares or any obligations convertible into shares to be allotted or used by such bank or trust company unless specifically negated by the articles of incorporation or unless the rights have been specifically waived at the time of authorization of new offering. The preemptive rights of shareholders shall not extend to fractional shares." Emphasis added Title 6 O.S. 710 [6-710](E) (1975), amended 6 O.S. 710 [6-710](E) (1971), which provided: "E. Preemptive rights of shareholders. The articles of incorporation of any bank or trust company formed or existing under this Code may provide that the shareholders shall have preemptive rights to subscribe for any additional shares or any obligations convertible into shares to be allotted or issued by such bank or trust company, and may provide any restrictions on such rights as may be desired, but except as provided in the articles of incorporation, or as they may be amended, no shareholder shall have any such preemptive right. The preemptive rights of shareholders shall not extend to fractional shares." Emphasis added Title 6 O.S. 104 [6-104] (1971), subjects all state banks to the Oklahoma Banking Code. Capital stock issued by state banks is subject to the provisions of that Code and to all amendments thereto, including 6 O.S. 710 [6-710] (E) . It is, therefore, the official opinion of the Attorney General that 6 O.S. 710 [6-710](E) (1977), providing that all voting shares of capital stock of any state bank shall vest preemptive rights, unless specifically negated by the articles of incorporation, or specifically waived, is applicable to all state banks and is controlling with respect to shares of capital stock issued after May 7, 1975. (JOHN PAUL JOHNSON) (ksg)