Okla. Stat. tit. 18, § 18-2033 — OK Code / Title 18 / Section 18-2033
Assignability of membership interest
Status: in_force

ASSIGNABILITY OF MEMBERSHIP INTEREST

A. Unless otherwise provided in an operating agreement:

1. A membership interest is not transferable; provided,

however, that a member may assign the capital interest associated

with a membership interest in whole or in part;

2. An assignment of the capital interest associated with a

membership interest does not entitle the assignee to participate in

the management and affairs of the limited liability company or to

become or to exercise any rights or powers of a member;

3. An assignment entitles the assignee to share in profits and

losses, to receive any distribution or distributions and to receive

the allocation of income, gain, loss, deduction, or credit or

similar item to which the assignor was entitled to the extent

assigned;

Oklahoma Statutes - Title 18. Corporations Page 562

4. Unless the assignee of a capital interest in a limited

liability company becomes a member , the assignor continues to be a

member and to have the power to exercise any rights of a member,

unless the assignor is removed as a member either in accordance with

the operating agreement or, after having assigned all of the capital

interest, by an affirmative vote of the members who have not

assigned their interests. The removal of an assignor shall not, by

itself, cause the assignee to become a member;

5. Until an assignee of a capital interest becomes a member,

the assignee has no liability as a member solely as a result of the

assignment; and

6. The assignor of a capital interest is not released from

liability as a member solely as a result of the assignment.

B. The operating agreement may provide that a member's interest

in a limited liability company may be evidenced by a certificate of

membership interest issued by the limited liability company and also

may provide for the assignment or transfer of any membership

interest represented by such a certificate and may make other

provisions with respect to such certificates.

C. Unless otherwise provided in the operating agreement, the

pledge of, or granting of a security interest, lien, or other

encumbrance in or against any or all of the membership interest of a

member is not an assignment and shall not cause the member to cease

to be a member or cease to have the power to exercise any rights or

powers of a member.
Okla. Stat. tit. 18, § 18-441-1204 — OK Code / Title 18 / Section 18-441-1204
Voluntary dissolution before commencement of
Status: in_force

activity.

VOLUNTARY DISSOLUTION BEFORE COMMENCEMENT OF ACTIVITY. A

majority of the organizers or initial directors of a limited

cooperative association that has not yet begun business activity or

the conduct of its affairs may dissolve the association.
Okla. Stat. tit. 18, § 18-1040 — OK Code / Title 18 / Section 18-1040
Shares of Stock - Personal Property, Transfer and
Status: in_force

Taxation.

SHARES OF STOCK; PERSONAL PROPERTY, TRANSFER AND TAXATION

The shares of stock in every corporation shall be deemed

personal property and transferable as provided for in the Uniform

Commercial Code - Investment Securities. No stock or bonds issued

by any corporation organized in accordance with the provisions of

the Oklahoma General Corporation Act shall be taxed by this state

Oklahoma Statutes - Title 18. Corporations Page 356

when the same shall be owned by nonresidents of this state or by

foreign corporations.
Okla. Stat. tit. 18, § 18-1061 — OK Code / Title 18 / Section 18-1061
Quorum and required vote for stock corporations
Status: in_force

QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS

Subject to the provisions of the Oklahoma General Corporation

Act, in respect of the vote that shall be required for a specified

action, the certificate of incorporation or bylaws of any

corporation authorized to issue stock may specify the number of

shares and/or the amount of other securities having voting power the

holders of which shall be present or represented by proxy at any

meeting in order to constitute a quorum for, and the votes that

shall be necessary for, the transaction of any business, but in no

event shall a quorum consist of less than one-third (1/3) of the

shares entitled to vote at the meeting, except that, where a

separate vote by a class or series or classes or series is required,

a quorum shall consist of no less than one-third (1/3) of the share

of that class or series or classes or series. In the absence of

Oklahoma Statutes - Title 18. Corporations Page 384

such specification in the certificate of incorporation or bylaws of

the corporation:

1. A majority of the shares entitled to vote, present in person

or represented by proxy, shall constitute a quorum at a meeting of

shareholders;

2. In all matters other than the election of directors, the

affirmative vote of the majority of shares present in person or

represented by proxy at the meeting and entitled to vote on the

subject matter shall be the act of the shareholders;

3. Directors shall be elected by a plurality of the votes of

the shares present in person or represented by proxy at the meeting

and entitled to vote on the election of directors; and

4. Where a separate vote by a class or series or classes or

series is required, a majority of the outstanding shares of such

class or series or classes or series, present in person or

represented by proxy, shall constitute a quorum entitled to take

action with respect to that vote on that matter and the affirmative

vote of the majority of shares of such class or series or classes or

series present in person or represented by proxy at the meeting

shall be the act of such class or series or classes or series.
Okla. Stat. tit. 18, § 18-2002 — OK Code / Title 18 / Section 18-2002
Purposes for formation
Status: in_force

A limited liability company may be formed under this act for the

purpose of carrying on any lawful business, purpose or activity,

whether or not for profit, except that a limited liability company

may not conduct business as a domestic insurer.
Okla. Stat. tit. 18, § 18-487 — OK Code / Title 18 / Section 18-487
Estopped to deny liability
Status: in_force

Any company which shall execute or guarantee any recognizance,

stipulation, bond, or undertaking under the provisions of this

article, shall be estopped in any such proceeding to deny the

liability which it shall have assumed to incur, or to deny its

corporate power to execute or guarantee any such instrument, or

assume such liability.
Okla. Stat. tit. 18, § 18-381.66c — OK Code / Title 18 / Section 18-381.66c
Merger of national banking associations or Oklahoma-
Status: in_force

chartered banks into stock association - Approval by boards of

directors - Terms of agreement - Approval by Board - Approval by

stockholders.

A. Upon approval of the State Banking Commissioner, one or more

national banking associations or Oklahoma-chartered banks may be

merged with and into a stock association as hereafter prescribed,

except that the action by a constituent national banking association

shall be taken in the manner prescribed by and shall be subject to

any limitation or requirements imposed by any law of the United

States which shall govern the rights of its dissenting shareholders.

B. The board of directors of each constituent institution

shall, by a majority of the entire board, approve a merger agreement

which shall contain:

1. The name of each constituent institution and the location of

each office;

2. With respect to the resulting stock association the name and

the location of each proposed office, the name and residence of each

director to serve until the next annual meeting of the stockholders,

the name and residence of each officer, the amount of capital, the

number of shares and the par value of each share, whether preferred

stock is to be issued and the amount, terms and preferences and the

amendments to the certificate of incorporation and bylaws;

3. The terms for the exchange of shares of the constituent

institutions for the shares or other consideration of the resulting

stock association;

4. A statement that the merger and the merger agreement is

subject to approval by the Commissioner and by the stockholders of

each constituent institution;

5. Provisions governing the manner of disposing of the shares

of the resulting stock association not taken by dissenting

stockholders of the constituent institutions; and

6. Such other provisions as the Commissioner requires to enable

it to discharge its duties with respect to the merger.

C. After approval by the board of directors of each constituent

institution, the merger agreement shall be submitted to the

Commissioner for approval, together with a fee for review of the

Oklahoma Statutes - Title 18. Corporations Page 79

merger as required by rule of the Commissioner which shall be

deposited in the Oklahoma State Banking Department revolving fund

pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes,

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 banking association.

D. Without approval by the Commissioner, no asset shall be

carried on the books of the resulting stock association at a

valuation higher than that on the books of the constituent bank at

the time of the last examination by a state or national bank

examiner before the effective date of the merger.

E. Within thirty (30) days after receipt by the Commissioner of

the papers specified in subsection C of this section, the

Commissioner shall approve or disapprove the merger agreement. The

Commissioner shall approve the agreement if it appears that:

1. The resulting stock association meets all of the

requirements of this act as to the formation of a new stock

association;

2. The agreement provides an adequate capital structure

including surplus;

3. The agreement is fair; and

4. The merger is not contrary to the public interest. If the

Commissioner disapproves an agreement, the Commissioner shall state

all objections and give an opportunity to the constituent

institutions to amend the merger agreement to obviate such

objection.

F. Where the resulting stock association is not to exercise

trust powers, the Commissioner shall not approve a merger until

satisfied that adequate provision has been made for successors to

fiduciary positions held by constituent banks, and the manner of

succession of trust powers and successor trustees shall follow theassociation - Approval by boards of directors - Terms of agreement - Approval by Board - Approvalt

institutions to amend the merger agreement to obviate such

objection.

F. Where the resulting stock association is not to exercise

trust powers, the Commissioner shall not approve a merger until

satisfied that adequate provision has been made for successors to

fiduciary positions held by constituent banks, and the manner of

succession of trust powers and successor trustees shall follow the

same procedure as set out in Section 1018 of Title 6 of the Oklahoma

Statutes.

G. To be effective, a merger must be approved by the

stockholders of each constituent institution by a majority vote of

the outstanding voting stock at a meeting called to consider such

action, which vote shall constitute the adoption of the certificate

of incorporation and bylaws of the resulting stock association,

including the amendments set forth in the merger agreement.

H. The notice of the meeting of stockholders shall be given by

publication in a newspaper of general circulation in the place where

the main office of each constituent institution is located, at least

once a week for four (4) successive weeks, and by mail, at least

fifteen (15) days before the date of the meeting, to each

stockholder of record of each constituent institution at the address

of such stockholder on the books of the institution, who has not

Oklahoma Statutes - Title 18. Corporations Page 80

waived such notice in writing. No notice by publication need be

given if written waivers are received from the holders of a majority

of the outstanding shares of each class of voting stock.

I. At the effective time of the merger the charters of the

constituent institutions other than the resulting stock association

shall be deemed to be surrendered.

J. The resulting stock association shall be considered the same

business and corporate entity as each constituent bank with all of

the rights, powers, and duties of each constituent bank, except as

limited by the certificate of incorporation and bylaws of the

resulting stock association.

K. Any reference to any constituent bank in any writing,

whether executed or taking effect before or after the merger, shall

be deemed a reference to the resulting stock association if not

inconsistent with the other provisions of such writing.

L. If a constituent bank has assets which do not conform to the

requirements of state law for the resulting stock association, or if

there are business activities which are not permitted for the

resulting stock association, the Commissioner may permit a

reasonable time to conform with state law.

M. Rights of dissenting stockholders of a constituent bank

shall be those described in Section 1104 of Title 6 of the Oklahoma

Statutes.
Okla. Stat. tit. 18, § 18-2019 — OK Code / Title 18 / Section 18-2019
Managers as agents
Status: in_force

MANAGERS AS AGENTS

A. Every manager is an agent of the limited liability company

for the purpose of its business, and the act of every manager,

including the execution in the limited liability company name of any

instrument for apparently carrying on the business of the limited

liability company of which he is a manager, binds the limited

liability company, unless the manager so acting lacks the authority

to act for the limited liability company in the particular matter,

and the person with whom he is dealing has knowledge of the fact

Oklahoma Statutes - Title 18. Corporations Page 554

that he has no such authority. The unauthorized acts of the manager

shall bind the limited liability company as to persons acting in

good faith who have no knowledge of the fact that the manager had no

such authority.

B. Subject to the provisions of subsection A of this section

and Section 2019.1 of this title, instruments and documents

providing for the acquisition, mortgage, or disposition of real or

personal property of the limited liability company shall be valid

and binding upon the limited liability company if executed by one or

more of its managers.
Okla. Stat. tit. 18, § 18-2053 — OK Code / Title 18 / Section 18-2053
Derivative action - Expenses - Disposition of proceeds
Status: in_force

A. If a derivative action is successful, in whole or in part,

or if anything is received by the plaintiff as a result of a

judgment, compromise or settlement of an action or claim, the court

may award the plaintiff reasonable expenses, including reasonable

attorneys' fees, and shall direct him to remit to the limited

liability company the remainder of those proceeds received by him.

B. In any action hereafter instituted in the right of any

domestic or foreign limited liability company by a member or members

thereof, the court having jurisdiction, upon final judgment and a

finding that the action was brought without reasonable cause, may

require the plaintiff or plaintiffs to pay to the parties named as

defendants the reasonable expenses, including attorneys' fees,

incurred by them in the defense of such action.
Okla. Stat. tit. 18, § 18-1142.2 — OK Code / Title 18 / Section 18-1142.2
Treatment of payment as credit
Status: in_force

Notwithstanding any other provision of law, the payment of the

tax levied pursuant to subsection A of Section 5 of this act for the

years 2011, 2012, and 2013 by any person doing business in this

state who is not subject to the franchise tax levied under the

provisions of Sections 1203, 1204, and 1205 of Title 68 of the

Oklahoma Statutes shall be considered as a credit against the total

amount such person is required to pay or remit annually for

certification or registration fees pursuant to the provisions of

Section 2055.2 of Title 18 or Section 311.1 of Title 54 of the

Oklahoma Statutes. In no event shall the credit be refunded.

Oklahoma Statutes - Title 18. Corporations Page 518

The Oklahoma Tax Commission and the Secretary of State shall

adopt a procedure to verify that a person claims a maximum of one

credit per year pursuant to this section.
Okla. Stat. tit. 18, § 18-441-109 — OK Code / Title 18 / Section 18-441-109
Requirements of other laws
Status: in_force

REQUIREMENTS OF OTHER LAWS.

(a) The Uniform Limited Cooperative Association Act of 2009

does not alter or amend any law that governs the licensing and

regulation of an individual or entity in carrying on a specific

business or profession even if that law permits the business or

profession to be conducted by a limited cooperative association, a

foreign cooperative, or its members.

(b) A limited cooperative association may not conduct an

activity that, under law of this state other than the Uniform

Limited Cooperative Association Act of 2009, may be conducted only

by an entity that meets specific requirements for the internal

affairs of that entity unless the organic rules of the association

conform to those requirements.
Okla. Stat. tit. 18, § 18-2031 — OK Code / Title 18 / Section 18-2031
Wrongful distribution - Liability of member - Action for
Status: in_force

recovery.

If a member has received a distribution in violation of the

operating agreement or Section 2030 of this title, the member shall

be liable to the limited liability company for the amount of the

distribution wrongfully made. An action for the recovery of any

wrongful distribution to a member must be brought within three (3)

years from the date of the distribution.
Okla. Stat. tit. 18, § 18-906 — OK Code / Title 18 / Section 18-906
Members - Acceptance of loans
Status: in_force

(1) All financial institutions as defined herein are hereby

authorized to become members of the corporation and to make loans to

the corporation as provided herein.

(2) Any financial institution may request membership in the

coporation by making application to the board of directors on such

form and in such manner as said board of directors may require, and

membership shall become effective upon acceptance of such

application by the board.

(3) Each member of the corporation shall make loans to the

corporation as and when called upon by it to do so on such terms and

other conditions as shall be approved from time to time by the board

of directors, subject to the following conditions:

(a) All loan limits shall be established at the thousand-

dollar amount nearest to the amount computed in accordance

with the provisions of this section.

(b) No loan to the corporation shall be made if immediately

thereafter the total amount of the obligations of the

corporation would exceed ten times the amount then paid in

an outstanding capital stock, reserves or earned surplus of

the corporation.

(c) The total amount outstanding at any one time on loans

to a development corporation made by any member shall not

exceed: (i) twenty percent (20%) of the total amount then

outstanding on loans to such development corporation by all

members thereof, (ii) the following limit, to be determined

as of the time such member becomes a member, on the basis

of figures contained in the most recent year-end statement

prior to its application for membership; three percent (3%)

of the capital and permanent surplus of banks, trust

companies; three percent (3%) of the total reserve and

surplus accounts of a savings and loan association; one

percent (1%) of the capital and unassigned surplus of stock

insurance companies, except fire insurance companies; one

percent (1%) of the unassigned surplus of mutual insurance

companies, except fire insurance companies; one-tenth of

one percent (1/10 of 1%) of the assets of fire insurance

companies; comparable limits for other financial

Oklahoma Statutes - Title 18. Corporations Page 287

institutions as established by the board of directors of

the development corporation. All loan limits shall be

recomputed as of the first day of January of each even-

numbered year, but no member's loan limit shall be

increased as the result of such recomputation without the

consent of such member.

(d) Each call made by the corporation shall be prorated

among the members of the corporation in substantially the

same proportion that the adjusted loan limit of each member

bears to the aggregate of the adjusted loan limits of all

members. The adjusted loan limit of a member shall be the

amount of such member's loan limit, reduced by the balance

of outstanding loans made by such member to the corporation

and the investment in capital stock of the corporation held

by such member at the time of such call.

(e) All loans to the corporation by members shall be

evidenced by bonds, debentures, notes, or other evidence of

indebtedness of the corporation, which shall be freely

negotiable at all times, and which shall bear interest at a

rate of not less than one-half of one percent (1/2 of 1%)

in excess of the rate of interest determined by the board

of directors at the date of issuance to be the prime rate

prevailing on unsecured commercial loans.

(f) Membership in the corporation shall be for the duration

of the corporation provided that: (i) upon written notice

given to the corporation one (1) year in advance, a member

may withdraw from membership in the corporation at the

expiration date of such notice, (ii) a member shall not be

obligated to make any loans to the corporation pursuant to

calls made subsequent to the receipt of notice of the

withdrawal of said member.
Okla. Stat. tit. 18, § 18-1069 — OK Code / Title 18 / Section 18-1069
Form of records
Status: in_force

FORM OF RECORDS

Any records administered by or on behalf of a corporation in the

regular course of its business including its stock ledger, books of

account and minute books may be kept on, or by means of, or be in

the form of, any information storage device, method or one or more

electronic networks or databases including one or more distributed

electronic networks or databases; provided that the records so kept

can be converted into clearly legible paper form within a reasonable

time, and, with respect to the stock ledger, that the records so

kept (i) can be used to prepare the list of shareholders specified

in Sections 1064 and 1065 of this title, (ii) record the information

specified in Sections 1037, 1040 and 1063, and subsection A of

Section 1062 of this title, and (iii) record transfers of stock as

governed by Article 8 of the Uniform Commercial Code. Any

corporation shall convert any records so kept into clearly legible

paper form upon the request of any person entitled to inspect the

records pursuant to any provision of the Oklahoma General

Corporation Act. Where records are kept in the manner, a clearly

legible paper form prepared from or by means of the information

storage device, method shall be admissible in evidence and shall be

accepted for all other purposes, to the same extent as an original

paper record of the same information would have been, when the paper

form accurately portrays the record.
Okla. Stat. tit. 18, § 18-381.75 — OK Code / Title 18 / Section 18-381.75
Reorganization plan
Status: in_force

A. A plan of reorganization shall not be acceptable unless:

1. Such plan is feasible and fair to all classes of depositors,

creditors and stockholders;

2. The aggregate face amount of the interest accorded to any

class of depositors, creditors or stockholders under the plan does

not exceed the value of the assets upon liquidation less the full

amount of the claims of all prior classes, subject, however, to any

fair adjustment for new capital that any class will pay in under the

plan;

3. Such plan provides for the issuance of capital stock and, if

necessary, debentures in an amount that will provide an adequate

ratio to deposits;

4. Any exchange of new common stock for obligations or stock of

the association will be effected in inverse order to the priorities

in liquidation of the classes that will retain an interest in the

association and upon terms that fairly adjust any change in the

relative interests of the respective classes that will be produced

by the exchange;

5. The plan assures the removal of any director, officer or

employee responsible for any unsound or unlawful practice or the

existence of an unsound condition; and

Oklahoma Statutes - Title 18. Corporations Page 91

6. Any merger or consolidation provided by the plan conforms to

the requirements of this act.

B. Whenever, in the course of reorganization, supervening

conditions render the plan unfair or its execution impractical, the

State Banking Commissioner may modify the plan or liquidate the

association. Any such action shall be taken by order of the

Commissioner upon appropriate notice.
Okla. Stat. tit. 18, § 18-441-1302 — OK Code / Title 18 / Section 18-441-1302
Proper plaintiff
Status: in_force

PROPER PLAINTIFF.

(a) A derivative action to enforce a right of a limited

cooperative association may be maintained only by a person that:

(1) Is a member or a dissociated member at the time the action

is commenced and:

(A) was a member when the conduct giving rise to the

action occurred; or

(B) whose status as a member devolved upon the person by

operation of law or the organic rules from a person

that was a member at the time of the conduct; and

(2) Adequately represents the interests of the association.

(b) If the sole plaintiff in a derivative action dies while the

action is pending, the court may permit another member who meets the

requirements of subsection (a) of this section to be substituted as

plaintiff.
Okla. Stat. tit. 18, § 18-1100.3 — OK Code / Title 18 / Section 18-1100.3
Foreign corporations; definition; qualification to do
Status: in_force

business in state; procedure.

LIABILITY OF SHAREHOLDERS OF DISSOLVED CORPORATIONS

Oklahoma Statutes - Title 18. Corporations Page 485

A. A shareholder of a dissolved corporation the assets of which

were distributed pursuant to subsection A or B of Section 1100.2 of

this title shall not be liable for any claim against the corporation

in an amount in excess of the shareholder's pro rata share of the

claim or the amount distributed to the shareholder, whichever is

less.

B. A shareholder of a dissolved corporation the assets of which

were distributed pursuant to subsection A of Section 1100.2 of this

title shall not be liable for any claim against the corporation on

which an action, suit, or proceeding is not begun prior to the

expiration of the period described in Section 1099 of this title.

C. The aggregate liability of any shareholder of a dissolved

corporation for claims against the dissolved corporation shall not

exceed the amount distributed to the shareholder in dissolution.
Okla. Stat. tit. 18, § 18-381.80 — OK Code / Title 18 / Section 18-381.80
Criminal offenses - Penalties
Status: in_force

A. Any person responsible for an act or omission or a criminal

offense expressly declared to be unlawful by this act or rules

promulgated under this act shall be guilty:

1. Of a misdemeanor punishable by imprisonment for a term not

exceeding one (1) year or a fine not exceeding Fifty Thousand

Dollars ($50,000.00), or both; and

2. If the act or omission was intended to defraud, of a felony

punishable by imprisonment not exceeding five (5) years or a fine

not exceeding One Hundred Thousand Dollars ($100,000.00), or both.

B. An officer, director, employee, agent or attorney of an

association shall be responsible for an act or omission of the

institution declared to be a criminal offense against this act

whenever, knowing that such act or omission is unlawful, such person

participates in authorizing, executing, ratifying or concealing such

act, or in authorizing or ratifying such omission or, having a duty

to take the required action, omits to do so. A director shall be

deemed to participate in any action, of which the director has or

should have had knowledge, taken or omitted to be taken by the board

of which the director is a member unless the director dissents

therefrom in writing and promptly notifies the Commissioner of such

dissent.

C. It shall be a criminal offense against this act to violate

any lawful order of the Commissioner. The Commissioner may refer

evidence concerning violations of this act or of any rule or order

hereunder to the Attorney General of the State of Oklahoma or to the

district attorney for the county where a violation occurred in order

that an information or indictment for such violations may be filed.

The Attorney General or district attorney may designate and appoint

a lawyer of the Oklahoma State Banking Department as special

assistant, if available, for the purpose of assisting in or

Oklahoma Statutes - Title 18. Corporations Page 99

conducting criminal prosecutions arising because of the proceedings

provided for in this section.

D. Unless otherwise provided in this act, it shall be no

defense to a criminal prosecution under this act that the defendant

did not know the facts establishing the criminal character of the

act or omission charged if the defendant could and should have known

such facts in the proper performance of such duty.

E. This section shall not apply to specific offenses for which

criminal sanctions have been imposed in other sections of this act.
Okla. Stat. tit. 18, § 18-814 — OK Code / Title 18 / Section 18-814
Prohibited acts
Status: in_force

No professional entity may do any act which is prohibited to be

done by individual persons licensed to practice a profession which

the professional entity is organized to render.
Okla. Stat. tit. 18, § 18-437.11 — OK Code / Title 18 / Section 18-437.11
Amendment of articles of incorporation - Change of
Status: in_force

location without amending articles.

(a) A cooperative may amend its articles of incorporation by

complying with the following requirements:

(1) The proposed amendment shall be first approved by the board

of trustees and shall then be submitted to a vote of the members at

any annual or special meeting thereof, the notice of which shall set

forth the proposed amendment. The proposed amendment, with such

changes as the members shall choose to make therein, shall be deemed

to be approved on the affirmative vote of not less than two-thirds

of those members voting thereon at such meeting; and

(2) Upon such approval by the members, articles of amendment

shall be executed and acknowledged on behalf of the cooperative by

its president or vice president and its corporate seal shall be

affixed thereto and attested by its secretary. The articles of

amendment shall recite in the caption that they are executed

pursuant to this act and shall state: (a) the name of the

cooperative; (b) the address of its principal office; (c) the date

of the filing of its articles of incorporation in the office of the

Secretary of State; and (d) the amendment to its articles of

incorporation. The president or vice president executing such

articles of amendment shall also make and annex thereto an affidavit

stating that the provisions of this section were duly complied with.

Such articles of amendment and affidavit shall be submitted to the

Secretary of State for filing as provided in this act.

(b) A cooperative may, without amending its articles of

incorporation, upon authorization of its board of trustees, change

the location of its principal office by filing a certificate of

change of principal office, executed and acknowledged by its

president or vice president under its seal attested by its

secretary, in the office of the Secretary of State and also in each

county office in which its articles of incorporation or any prior

certificate of change of principal office of such cooperative has

been filed. Such cooperative shall also, within thirty (30) days

after the filing of such certificate of change of principal office

in any county office, file therein certified copies of its articles

of incorporation and all amendments thereto, if the same are not

already on file therein.
Okla. Stat. tit. 18, § 18-1143 — OK Code / Title 18 / Section 18-1143
Duplication of Oklahoma General Corporation Act by
Status: in_force

Secretary of State - Distribution.

DUPLICATION OF OKLAHOMA GENERAL CORPORATION ACT BY

SECRETARY OF STATE; DISTRIBUTION

The Secretary of State may have printed, from time to time as he

deems necessary, pamphlet copies of the Oklahoma General Corporation

Act for distribution to persons and corporations desiring the same

for a sum not exceeding the cost of printing. The money received

from the sale of the copies shall be disposed of as are other fees

of the Office of the Secretary of State. Nothing in this section

shall be construed to prevent the free distribution of single

pamphlet copies of the Oklahoma General Corporation Act by the

Secretary of State.
Okla. Stat. tit. 18, § 18-381.59 — OK Code / Title 18 / Section 18-381.59
Conversion into federal association
Status: in_force

At an annual meeting or at any special meeting of the members or

stockholders called to consider such action, any association may

convert itself into a federal association pursuant to the laws of

the United States, as now or hereafter amended, upon a majority vote

of the outstanding stock entitled to vote thereon or upon a majority

vote of the total number of votes of the members present in person

or by proxy. There shall be filed with the State Banking

Commissioner a copy of the charter issued to such federal

association by the Director of the Office of Thrift Supervision or a

certificate showing the organization of such association as a

federal association, certified by the Director of the Office of

Thrift Supervision. Upon the grant to any association of a charter

by the Director of the Office of Thrift Supervision, the association

receiving such charter shall cease to be an association incorporated

by this state. Upon conversion of any association into a federal

Oklahoma Statutes - Title 18. Corporations Page 64

association, such federal association shall be deemed to be a

continuation of the entity of the association so converted and all

property of the converted association, including its rights, titles,

and interests in and to all property of whatever kind, whether real,

personal, or mixed, and things in action, and every right,

privilege, interest, and asset of any conceivable value or benefit

then existing or pertaining to it, or which would inure to it, shall

immediately by operation of law and without any conveyance or

transfer and without any further act or deed remain and be vested in

and continue and be the property of such federal association into

which the state association has converted itself, and such federal

association shall have, hold and enjoy the same in its own right as

fully and to the same extent as the same was possessed, held, and

enjoyed by the converting association, and such federal association

as of the time of the taking effect of such conversion shall

continue to have and succeed to all the rights, obligations and

relations of the converting association. All pending actions and

other judicial proceedings to which the converting state association

is a party shall not be deemed to have abated or to have

discontinued by reason of such conversion, but may be prosecuted to

final judgment, order, or decree in the same manner as if such

conversion into such federal association had not been made and such

federal association resulting from such conversion may continue such

action in its corporate name as a federal association, and any

judgment, order or decree may be rendered for or against it which

might have been rendered for or against the converting state

association theretofore involved in such judicial proceedings.
Okla. Stat. tit. 18, § 18-1055.2 — OK Code / Title 18 / Section 18-1055.2
Proceedings regarding validity of defective corporate
Status: in_force

acts and stock.

PROCEEDINGS REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND

STOCK

A. Subject to subsection F of this section, upon application by

the corporation, any successor entity to the corporation, any member

of the board of directors, any record or beneficial holder of valid

stock or putative stock, any record or beneficial holder of valid or

putative stock as of the time of a defective corporate act ratified

pursuant to Section 9 of this act, or any other person claiming to

be substantially and adversely affected by a ratification pursuant

to Section 9 of this act, the district court may:

1. Determine the validity and effectiveness of any defective

corporate act ratified pursuant to Section 9 of this act;

2. Determine the validity and effectiveness of the ratification

of any defective corporate act pursuant to Section 9 of this act;

3. Determine the validity and effectiveness of any defective

corporate act not ratified or not ratified effectively pursuant to

Section 9 of this act;

4. Determine the validity of any corporate act or transaction

and any stock, rights or options to acquire stock; and

Oklahoma Statutes - Title 18. Corporations Page 375

5. Modify or waive any of the procedures set forth in Section 9

of this act to ratify a defective corporate act.

B. In connection with an action under this section, the

district court may:

1. Declare that a ratification in accordance with and pursuant

to Section 9 of this act is not effective or shall only be effective

at a time or upon conditions established by the court;

2. Validate and declare effective any defective corporate act

or putative stock and impose conditions upon such validation by the

court;

3. Require measures to remedy or avoid harm to any person

substantially and adversely affected by a ratification pursuant to

Section 9 of this act or from any order of the court pursuant to

this section, excluding any harm that would have resulted if the

defective corporate act had been valid when approved or effectuated;

4. Order the Secretary of State to accept an instrument for

filing with an effective time specified by the court, which

effective time may be prior or subsequent to the time of such order;

provided, that the filing date of such instrument shall be

determined in accordance with paragraph 4 of subsection C of Section

1007 of Title 18 of the Oklahoma Statutes;

5. Approve a stock ledger for the corporation that includes any

stock ratified or validated in accordance with this section or with

Section 9 of this act;

6. Declare that shares of putative stock are shares of valid

stock or require a corporation to issue and deliver shares of valid

stock in place of any shares of putative stock;

7. Order that a meeting of holders of valid stock or putative

stock be held and exercise the powers provided to the court under

Section 1027 of Title 18 of the Oklahoma Statutes with respect to

such a meeting;

8. Declare that a defective corporate act validated by the

court shall be effective as of the time of the defective corporate

act or at such other time as the court shall determine;

9. Declare that putative stock validated by the court shall be

deemed to be an identical share or fraction of a share of valid

stock as of the time originally issued or purportedly issued or at

such other time as the court shall determine; and

10. Make such other orders regarding such matters as it deems

proper under the circumstances.

C. Service of the application under subsection A of this

section upon the registered agent of the corporation shall be deemed

to be service upon the corporation, and no other party need be

joined in order for the district court to adjudicate the matter. In

an action filed by the corporation, the court may require notice of

the action be provided to other persons specified by the court and

permit such other persons to intervene in the action.

Oklahoma Statutes - Title 18. Corporations Page 376

D. In connection with the resolution of matters pursuant to

subsections A and B of this section, the district court may consider

the following:

1. Whether the defective corporate act was originally approved

or effectuated with the belief that the approval or effectuation was

in compliance with the provisions of Title 18 of the Oklahoma

Statutes, the certificate of incorporation or bylaws of the

corporation;

2. Whether the corporation and board of directors has treated

the defective corporate act as a valid act or transaction and

whether any person has acted in reliance on the public record that

such defective corporate act was valid;

3. Whether any person will be or was harmed by the ratification

or validation of the defective corporate act, excluding any harm

that would have resulted if the defective corporate act had been

valid when approved or effectuated;

4. Whether any person will be harmed by the failure to ratify

or validate the defective corporate act; and

5. Any other factors or considerations the court deems just and

equitable.

E. The district court is hereby vested with exclusive

jurisdiction to hear and determine all actions brought under this

section.

F. Notwithstanding any other provision of this section, no

action asserting:

1. That a defective corporate act or putative stock ratified in

accordance with Section 9 of this act is void or voidable due to a

failure of authorization identified in the resolution adopted in

accordance with subsection B of Section 9 of this act; or

2. That the district court should declare in its discretion

that a ratification in accordance with Section 9 of this act not be

effective or be effective only on certain conditions,

may be brought after the expiration of one hundred twenty (120) days

from the later of the validation effective time and the time notice,

if any, that is required to be given pursuant to subsection G of

Section 9 of this act is given with respect to such ratification,

except that this subsection shall not apply to an action asserting

that a ratification was not accomplished in accordance with Section

9 of this act or to any person to whom notice of the ratification

was required to have been given pursuant to subsection D or G of

Section 9 of this act, but to whom such notice was not given.
Okla. Stat. tit. 18, § 18-441-1008 — OK Code / Title 18 / Section 18-441-1008
Liability for improper distributions - Limitation of
Status: in_force

action.

LIABILITY FOR IMPROPER DISTRIBUTIONS; LIMITATION OF ACTION.

(a) A director who consents to a distribution that violates

Section 96 of this act is personally liable to the limited

cooperative association for the amount of the distribution which

exceeds the amount that could have been distributed without the

violation if it is established that in consenting to the

distribution the director failed to comply with Section 83 or 84 of

this act.

(b) A member or transferee of financial rights which received a

distribution knowing that the distribution was made in violation of

Section 96 of this act is personally liable to the limited

cooperative association to the extent the distribution exceeded the

amount that could have been properly paid.

(c) A director against whom an action is commenced under

subsection (a) may:

(1) Implead in the action any other director who is liable

under subsection (a) of this section and compel contribution from

the person; and

(2) Implead in the action any person that is liable under

subsection (b) of this section and compel contribution from the

person in the amount the person received as described in subsection

(b) of this section.

(d) An action under this section is barred if it is commenced

later than two (2) years after the distribution.
Okla. Stat. tit. 18, § 18-437.14 — OK Code / Title 18 / Section 18-437.14
Effect of consolidation or merger
Status: in_force

The effect of consolidation or merger shall be as follows:

(a) The several cooperatives, parties to the consolidation or

merger, shall be a single cooperative, which, in the case of a

consolidation, shall be the new cooperative provided for in the

articles of consolidation, and, in the case of a merger, shall be

that cooperative designated in the articles of merger as the

Oklahoma Statutes - Title 18. Corporations Page 116

surviving cooperative, and the separate existence of all

cooperatives, parties to the consolidation or merger, except the new

or surviving cooperative, shall cease;

(b) Such new or surviving cooperative shall have all the rights,

privileges, immunities, and powers and shall be subject to all the

duties and liabilities of a cooperative organized under the

provisions of this act, and shall possess all the rights,

privileges, immunities, and franchises, as well of a public as of a

private nature, and all property, real and personal, applications

for membership, all debts due on whatever account, and all other

choses in action, of each of the consolidating or merging

cooperatives, and furthermore all and every interest of, or

belonging or due to, each of the cooperatives so consolidated or

merged, shall be taken and deemed to be transferred to and vested in

such new or surviving cooperative without further act or deed; and

the title to any real estate, or any interest therein, under the

laws of this state vested in any such cooperatives shall not revert

or be in any way impaired by reason of such consolidation or merger;

(c) Such new or surviving cooperative shall thenceforth be

responsible and liable for all of the liabilities and obligations of

each of the cooperatives so consolidated or merged, and any claim

existing, or action or proceeding pending, by or against any of such

cooperatives may be prosecuted as if such consolidation or merger

had not taken place, but such new or surviving cooperative may be

substituted in its place;

(d) Neither the rights of creditors nor any liens upon the

property of any of such cooperatives shall be impaired by such

consolidation or merger; and

(e) In the case of a consolidation, the articles of

consolidation shall be deemed to be the articles of incorporation of

the new cooperative; and in the case of a merger, the articles of

incorporation of the surviving cooperative shall be deemed to be

amended to the extent, if any, that changes therein are provided for

in the articles of merger.
Okla. Stat. tit. 18, § 18-1203 — OK Code / Title 18 / Section 18-1203
Incorporation
Status: in_force

A. A benefit corporation that is not a state bank or trust

company shall be incorporated in accordance with the Oklahoma

General Corporation Act, except that its certificate of

incorporation shall also state that it is a benefit corporation.

B. A benefit corporation that is a state bank or trust company

shall be incorporated in accordance with the Oklahoma Banking Code,

except that its certificate of incorporation shall also state that

it is a benefit corporation.
Okla. Stat. tit. 18, § 18-441-406 — OK Code / Title 18 / Section 18-441-406
Restated articles of organization
Status: in_force

RESTATED ARTICLES OF ORGANIZATION. A limited cooperative

association, by the affirmative vote of a majority of the board of

directors taken at a meeting for which the purpose is stated in the

notice of the meeting, may adopt restated articles of organization

that contain the original articles as previously amended. Restated

articles may contain amendments if the restated articles are adopted

in the same manner and with the same vote as required for amendments

to the articles under subsection (a) of Section 37 of this act.

Upon filing, restated articles supersede the existing articles and

all amendments.
Okla. Stat. tit. 18, § 18-1054 — OK Code / Title 18 / Section 18-1054
Transfer of Stock, Stock Certificates and Uncertificated
Status: in_force

Stock.

TRANSFER OF STOCK, STOCK CERTIFICATES AND UNCERTIFICATED STOCK

Except as otherwise provided for in the Oklahoma General

Corporation Act, the transfer of stock and the certificates of stock

which represent the stock or uncertificated stock shall be governed

by the Uniform Commercial Code - Investment Securities. To the

extent that any provision of the Oklahoma General Corporation Act is

inconsistent with any provision of the Uniform Commercial Code -

Investment Securities, the provisions of the Uniform Commercial Code

- Investment Securities shall be controlling.
Okla. Stat. tit. 18, § 18-1104 — OK Code / Title 18 / Section 18-1104
Revocation or forfeiture of charter - proceedings
Status: in_force

REVOCATION OR FORFEITURE OF CHARTER; PROCEEDINGS

A. The district court shall have jurisdiction to revoke or

forfeit the charter of any corporation for abuse, misuse or nonuse

of its corporate powers, privileges or franchises. The Attorney

General, upon his own motion or upon the relation of a proper party,

shall proceed for this purpose by complaint in the county in which

the registered office of the corporation is located.

B. The district court shall have power, by appointment of

receivers or otherwise, to administer and wind up the affairs of any

corporation whose charter shall be revoked or forfeited by any court

pursuant to the provisions of the Oklahoma General Corporation Act

or otherwise, and to make such orders and decrees with respect

thereto as shall be just and equitable respecting its affairs and

assets and the rights of its shareholders and creditors.

C. No proceeding shall be instituted pursuant to the provisions

of this section for nonuse of any corporation's powers, privileges

or franchises during the first two (2) years after its

incorporation.
Okla. Stat. tit. 18, § 18-2069 — OK Code / Title 18 / Section 18-2069
Definitions
Status: in_force

As used in this act:

1. "Covered entity" means any hospital, as defined in Section

1-701 of Title 63 of the Oklahoma Statutes, whether for-profit or

not-for-profit, which is owned, either in whole in or part, or is

managed in whole or in part, by hospitals whose business is subject

Oklahoma Statutes - Title 18. Corporations Page 625

to the Health Insurance Portability and Accountability Act of 1996,

Public Law 104-191;

2. "Data breach" means the unauthorized access and acquisition

of unencrypted and unredacted computerized data that compromises the

security or confidentiality of personal information or restricted

information maintained by a covered entity as part of a database of

personal information or restricted information regarding multiple

individuals and that causes, or the covered entity reasonably

believes has caused or will cause, identity theft or other fraud to

any resident of this state. Good-faith acquisition of personal

information or restricted information by an employee or agent of a

covered entity for the purposes of the covered entity is not a

breach of the security system; provided, that the personal

information or restricted information, as the case may be, is not

used for a purpose other than a lawful purpose of the covered entity

or subject to further unauthorized disclosure;

3. "Personal information" means the first name or first initial

and last name in combination with and linked to any one or more of

the following data elements that relate to a resident of this state,

when the data elements are neither encrypted nor redacted:

a. Social Security number,

b. driver license number or state identification number

issued in lieu of a driver license, or

c. financial account number, or credit or debit card

number, in combination with any required security

code, access code, or password that would permit

access to the financial accounts of an individual.

The term does not include information that is lawfully obtained

from publicly available information, or from federal, state, or

local government records lawfully made available to the public;

4. "Restricted information" means any information about an

individual, other than personal information, that, alone or in

combination with other information, including personal information,

can be used to distinguish or trace the individual's identity or

that is linked or linkable to an individual, if the information is

not encrypted, redacted, or altered by any method or technology in

such a manner that the information is unreadable, and the breach of

which is likely to result in a material risk of identity theft or

other fraud to person or property; and

5. "Encrypted" and "redacted" shall have the same meanings as

in Section 162 of Title 24 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-1019 — OK Code / Title 18 / Section 18-1019
Private foundations; powers and duties
Status: in_force

PRIVATE FOUNDATIONS; POWERS AND DUTIES

A corporation of this state which is a private foundation under

the United States internal revenue laws and whose certificate of

incorporation does not expressly provide that this section shall not

apply to it is required to act or to refrain from acting so as not

to subject itself to the taxes imposed by Sections 4941, relating to

taxes on self-dealing, 4942, relating to taxes on failure to

distribute income, 4943, relating to taxes on excess business

holdings, 4944, relating to taxes on investments which jeopardize

charitable purpose, or 4945, relating to taxable expenditures, of

the Internal Revenue Code of 1954, as amended, or corresponding

provisions of any subsequent United States internal revenue law.
Okla. Stat. tit. 18, § 18-1071 — OK Code / Title 18 / Section 18-1071
Appointment of custodian or receiver of corporation on
Status: in_force

deadlock or for other cause.

APPOINTMENT OF CUSTODIAN OR RECEIVER OF CORPORATION

ON DEADLOCK OR FOR OTHER CAUSE

A. The district court, upon application of any shareholder, may

appoint one or more persons to be custodians, and, if the

corporation is insolvent, to be receivers, of and for any

corporation when:

1. At any meeting held for the election of directors the

shareholders are so divided that they have failed to elect

successors to directors whose terms have expired or would have

expired upon qualification of their successors;

2. The business of the corporation is suffering or is

threatened with irreparable injury because the directors are so

divided respecting the management of the affairs of the corporation

that the required vote for action by the board of directors cannot

be obtained and the shareholders are unable to terminate this

division; or

3. The corporation has abandoned its business and has failed

within a reasonable time to take steps to dissolve, liquidate or

distribute its assets.

B. A custodian appointed pursuant to the provisions of this

section shall have all the powers and title of a receiver appointed

by the court under applicable law, but the authority of the

custodian is to continue the business of the corporation and not to

liquidate its affairs and distribute its assets, except when the

court shall otherwise order and except in cases arising pursuant to

paragraph 3 of subsection A of this section.

C. In the case of a charitable nonstock corporation, the

applicant shall provide a copy of any application referred to in

subsection A of this section to the Attorney General of this state

within one (1) week of its filing with the district court.
Okla. Stat. tit. 18, § 18-1014.1 — OK Code / Title 18 / Section 18-1014.1
Interpretation and enforcement of corporate instruments
Status: in_force

and provisions of this title.

NTERPRETATION AND ENFORCEMENT OF CORPORATE INSTRUMENTS AND

PROVISIONS OF THIS TITLE

Oklahoma Statutes - Title 18. Corporations Page 320

A. Any shareholder, member or director may bring an action to

interpret, apply or enforce or determine the validity of:

1. The provisions of the certificate of incorporation or the

bylaws of a domestic corporation;

2. Any instrument, document or agreement (a) by which a

corporation creates or sells, or offers to create or sell, any of

its stock, or any rights or options respecting its stock, or (b) to

which a corporation and one or more holders of its stock are

parties, and pursuant to which any such holder or holders sell or

offer to sell any of such stock, or (c) by which a corporation

agrees to sell, lease or exchange any of its property or assets, and

which by its terms provides that one or more holders of its stock

approve of or consent to such sale, lease or exchange;

3. Any written restrictions on the transfer, registration of

transfer or ownership of securities under Section 1055 of this

title;

4. Any proxy under Section 1057 or 1060 of this title;

5. Any voting trust or other voting agreement under Section

1063 of this title;

6. Any agreement, certificate of merger or consolidation, or

certificate of ownership and merger governed by Sections 1081

through 1087, or Section 1090.2 of this title;

7. Any certificate of conversion under Section 1090.4 or 1090.5

of this title; or

8. Any other instrument, document, agreement or certificate

required by any provision of this title,

may be brought in the district court, except to the extent that a

statute confers exclusive jurisdiction on a court, agency or

tribunal other than the district court.

B. Any civil action to interpret, apply or enforce any

provision of this title may be brought in the district court.
Okla. Stat. tit. 18, § 18-441-115 — OK Code / Title 18 / Section 18-441-115
Business transactions of member with limited
Status: in_force

cooperative association.

BUSINESS TRANSACTIONS OF MEMBER WITH LIMITED COOPERATIVE

ASSOCIATION. Subject to Sections 83 and 84 of this act and except

as otherwise provided in the organic rules or a specific contract

relating to a transaction, a member may lend money to and transact

other business with a limited cooperative association in the same

manner as a person that is not a member.
Okla. Stat. tit. 18, § 18-441-1102 — OK Code / Title 18 / Section 18-441-1102
Effect of dissociation as member
Status: in_force

EFFECT OF DISSOCIATION AS MEMBER.

(a) Upon a member’s dissociation:

(1) Subject to Section 101 of this act, the person has no

further rights as a member; and

(2) Subject to Section 101 of this act and Article 16 of the

Uniform Limited Cooperative Association Act of 2009, any financial

rights owned by the person in the person’s capacity as a member

immediately before dissociation are owned by the person as a

transferee.

(b) A person’s dissociation as a member does not of itself

discharge the person from any debt, obligation, or liability to the

limited cooperative association which the person incurred under the

organic rules, by contract, or by other means while a member.
Okla. Stat. tit. 18, § 18-438.14 — OK Code / Title 18 / Section 18-438.14
Officers
Status: in_force

The officers of a cooperative shall consist of a president, vice

president, secretary and treasurer, who shall be elected annually by

and from the board of trustees. When a person holding any such

office ceases to be a trustee he shall cease to hold such office.

The offices of secretary and of treasurer may be held by the same

person. The board of trustees may also elect or appoint such other

officers, agents, or employees as it deems necessary or advisable

and shall prescribe their powers and duties. Any officer may be

removed from office and his successor elected in the manner

prescribed in the bylaws.
Okla. Stat. tit. 18, § 18-817 — OK Code / Title 18 / Section 18-817
Prior corporation
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 280

This act shall not apply to any persons within this state who

prior to the passage of this act were permitted to organize a

corporation and perform professional services by the means of such

corporation, and this act shall not apply to any corporation

organized by such persons prior to the passage of this act;

provided, however, any such persons or any such corporation may

bring themselves and such corporation within the provisions of this

act by amending the certificate of incorporation in such a manner so

as to be consistent with all of the provisions of this act and by

affirmatively stating in the amended certificate of incorporation

that the shareholders have elected to bring the corporation within

the provisions of this act.
Okla. Stat. tit. 18, § 18-1106 — OK Code / Title 18 / Section 18-1106
Receivers for insolvent corporations - Appointment and
Status: in_force

powers.

RECEIVERS FOR INSOLVENT CORPORATIONS; APPOINTMENT AND POWERS

Whenever a corporation shall be insolvent, the district court of

the county in which the registered office is located may at any time

upon the application of a shareholder or shareholders, severally or

jointly, who have been registered owners for a period of not less

than six (6) months, of not less than ten percent (10%) of the

entire outstanding stock of the corporation or a creditor whose

claim has been reduced to judgment and execution thereon has been

issued, appoint one or more persons to be receivers of and for the

corporation, to take charge of its assets, estate, effects, business

and affairs, and to collect the outstanding debts, claims, and

property due and belonging to the corporation, with power to

prosecute and defend, in the name of the corporation or otherwise,

all claims or suits, to appoint an agent or agents under them, and

to do all other acts which might be done by the corporation and

which may be necessary or proper. The powers of the receivers shall

be such and shall continue so long as the court shall deem

necessary.
Okla. Stat. tit. 18, § 18-441-515 — OK Code / Title 18 / Section 18-441-515
Manner of voting
Status: in_force

MANNER OF VOTING.

(a) Unless the organic rules otherwise provide, voting by a

proxy at a members meeting is prohibited. This subsection does not

prohibit delegate voting based on district or class.

(b) If voting by a proxy is permitted, a patron member may

appoint only another patron member as a proxy and, if investor

members are permitted, an investor member may appoint only another

investor member as a proxy.

(c) The organic rules may provide for the manner of and

provisions governing the appointment of a proxy.

(d) The organic rules may provide for voting on any question by

ballot delivered by mail or voting by other means on questions that

are subject to vote by members.
Okla. Stat. tit. 18, § 18-381.58 — OK Code / Title 18 / Section 18-381.58
Loan rates of interest
Status: in_force

All contracts of an association for the loan of money shall be

subject to the laws of this state with respect to maximum interest

rates which may be charged and to the penalties for violation

thereof.
Okla. Stat. tit. 18, § 18-1121 — OK Code / Title 18 / Section 18-1121
Status of corporation
Status: in_force

STATUS OF CORPORATION

Any corporation desiring to renew, extend and continue its

corporate existence, upon complying with the provisions of Section

1120 of this title, shall be and continue as provided in its

certificate effecting the renewal, extension or continuation as a

corporation and, in addition to the rights, privileges and

immunities conferred by its charter, shall possess and enjoy all the

benefits of the provisions of the Oklahoma General Corporation Act,

which are applicable to the nature of its business, and shall be

subject to the restrictions and liabilities prescribed by the

provisions of the Oklahoma General Corporation Act imposed on such

corporations.
Okla. Stat. tit. 18, § 18-441-512 — OK Code / Title 18 / Section 18-441-512
Determination of voting power of patron member
Status: in_force

DETERMINATION OF VOTING POWER OF PATRON MEMBER.

(a) The organic rules may allocate voting power among patron

members on the basis of one or a combination of the following:

(1) One member, one vote;

(2) Use or patronage;

(3) Equity; or

(4) If a patron member is a cooperative, the number of its

patron members.

(b) The organic rules may provide for the allocation of patron

member voting power by districts or class, or any combination

thereof.
Okla. Stat. tit. 18, § 18-1049 — OK Code / Title 18 / Section 18-1049
Dividends - Payment - Wasting asset corporations
Status: in_force

DIVIDENDS; PAYMENT; WASTING ASSET CORPORATIONS

A. The directors of every corporation, subject to any

restrictions contained in its certificate of incorporation, may

declare and pay dividends upon the shares of its capital stock,

either out of its surplus, as defined in and computed in accordance

with the provisions of Sections 1035 and 1079 of this title, or in

case there is no surplus, out of its net profits for the fiscal year

in which the dividend is declared or the preceding fiscal year. If

the capital of the corporation, computed in accordance with the

provisions of Sections 1035 and 1079 of this title, shall have been

diminished by depreciation in the value of its property, or by

losses, or otherwise, to an amount less than the aggregate amount of

the capital represented by the issued and outstanding stock of all

classes having a preference upon the distribution of assets, the

directors of the corporation shall not declare and pay out of the

net profits any dividends upon any shares of any classes of its

capital stock until the deficiency in the amount of capital

represented by the issued and outstanding stock of all classes

having a preference upon the distribution of assets shall have been

repaired. Nothing in this subsection shall invalidate or otherwise

affect a note, debenture, or other obligation of the corporation

paid by it as a dividend on shares of its stock, or any payment made

thereon, if at the time the note, debenture, or obligation was

delivered by the corporation, the corporation had either surplus or

net profits as provided in this subsection from which the dividend

could lawfully have been paid.

Oklahoma Statutes - Title 18. Corporations Page 362

B. Subject to any restrictions contained in its certificate of

incorporation, the directors of any corporation engaged in the

exploitation of wasting assets including, but not limited to, a

corporation engaged in the exploitation of natural resources or

other wasting assets, including patents, or engaged primarily in the

liquidation of specific assets, may determine the net profits

derived from the exploitation of wasting assets or the net proceeds

derived from liquidation without taking into consideration the

depletion of such assets resulting from lapse of time, consumption,

liquidation, or exploitation.
Okla. Stat. tit. 18, § 18-439.1 — OK Code / Title 18 / Section 18-439.1
Conversion of grain elevator corporations to
Status: in_force

cooperatives - Procedure.

Any corporation organized under the laws of this state for the

purpose, among others, of conducting a grain elevator business, may

be converted into a cooperative and become subject to this act with

the same effect as if originally organized under this act by

complying with the following requirements:

1. The proposition for the conversion of such corporation into

a cooperative and proposed articles of conversion to give effect

thereto shall be first approved by the board of trustees or the

board of directors of the corporation. The proposed articles of

conversion shall state:

Oklahoma Statutes - Title 18. Corporations Page 141

a. the name of the corporation prior to its conversion

into a cooperative,

b. the address of the principal officer of the

corporation,

c. the date of the filing of the articles of

incorporation of the corporation in the Office of the

Secretary of State,

d. the name assumed by the cooperative,

e. a statement that the corporation elects to become a

cooperative, nonprofit, membership corporation subject

to this act,

f. the manner and basis of converting either memberships

in or shares of stock of the corporation into

memberships of the cooperative, and

g. any provisions not inconsistent with this act deemed

necessary or advisable for the conduct of the business

and affairs of the corporation;

2. The proposition for the conversion of the corporation into a

cooperative and the proposed articles of conversion approved by the

board of trustees or the board of directors of such corporation

shall then be submitted to a vote of the members or stockholders of

the corporation at any duly held annual or special meeting thereof,

the notice of which shall set forth full particulars concerning the

proposed conversion. The proposition for the conversion of the

corporation into a cooperative and the proposed articles of

conversion, with any amendments thereto as the members or

stockholders of the corporation shall choose to make, shall be

deemed to be approved upon the affirmative vote of a majority of

those members of the corporation voting thereon at such meeting, or,

if the corporation is a stock corporation, upon the affirmative vote

of the holders of a majority of the capital stock of the corporation

represented at such meeting;

3. Upon approval by the members or stockholders of the

corporation, articles of conversion in the form approved by such

members or stockholders shall be executed and acknowledged on behalf

of the corporation by its president or vice-president and its

corporate seal shall be affixed thereto and attested by its

secretary. The president or vice-president executing such articles

of conversion on behalf of the corporation shall also make and annex

thereto an affidavit stating that the provisions of this section

with respect to the approval of its trustees or directors and its

members or stockholders, of the proposition for the conversion of

the corporation into a cooperative and such articles of conversion

were duly complied with. Such articles of conversion and affidavit

shall be submitted to the Secretary of State for filing as provided

in this act. The term "articles of incorporation", as used in

Oklahoma Statutes - Title 18. Corporations Page 142

Chapter 10 of Title 18, of the Oklahoma Statutes, shall be deemed to

include the articles of conversion of a converted corporation; and

4. The value of shares in the corporation shall be converted to

the value of shares in the cooperative, on a dollar-for-dollar

basis. Any dividends payable on shares of stock in the cooperative

shall be paid on preferred stock before dividends are paid on common

stock.
Okla. Stat. tit. 18, § 18-1034 — OK Code / Title 18 / Section 18-1034
Consideration for Stock
Status: in_force

CONSIDERATION FOR STOCK

A. Shares of stock with par value may be issued for such

consideration, having a value not less than the par value of the

shares so issued, as determined from time to time in accordance with

Section 1033 of this title, or by the shareholders if the

certificate of incorporation so provides.

B. Shares of stock without par value may be issued for such

consideration as determined from time to time in accordance with

Section 1033 of this title, or by the shareholders if the

certificate of incorporation so provides.

C. Treasury shares may be disposed of by the corporation in the

same manner that shares of stock are issued under Section 1033 of

this title, or may be disposed of for such consideration as

determined by the shareholders if the certificate of incorporation

so provides.

D. If the certificate of incorporation reserves to the

shareholders the right to determine the consideration for the issue

of any shares, the shareholders, unless the certificate requires a

greater vote, shall do so by a vote of a majority of the outstanding

stock entitled to vote thereon.
Okla. Stat. tit. 18, § 18-2068 — OK Code / Title 18 / Section 18-2068
Short title - Oklahoma Hospital Cybersecurity Protection
Status: in_force

Act of 2023.

This act shall be known and may be cited as the "Oklahoma

Hospital Cybersecurity Protection Act of 2023".
Okla. Stat. tit. 18, § 18-1090 — OK Code / Title 18 / Section 18-1090
Effect of Merger Upon Pending Actions
Status: in_force

EFFECT OF MERGER UPON PENDING ACTIONS

Any action or proceeding, whether civil, criminal or

administrative, pending by or against any corporation which is a

party to a merger or consolidation shall be prosecuted as if such

merger or consolidation had not taken place, or the corporation

surviving or resulting from such merger or consolidation may be

substituted in such action or proceeding.
Okla. Stat. tit. 18, § 18-441-1201 — OK Code / Title 18 / Section 18-441-1201
Dissolution and winding up
Status: in_force

DISSOLUTION AND WINDING UP. A limited cooperative association

is dissolved only as provided in this article and upon dissolution

winds up in accordance with this article.
Okla. Stat. tit. 18, § 18-2058.1 — OK Code / Title 18 / Section 18-2058.1
Document form, signature, and delivery
Status: in_force

DOCUMENT FORM, SIGNATURE, AND DELIVERY.

A. Except as provided in subsection B of this section, without

limiting the manner in which any act or transaction may be

documented, or the manner in which a document may be signed or

delivered:

1. Any act or transaction contemplated or governed by the

Oklahoma Limited Liability Company Act or an operating agreement may

be provided for in a document, and an electronic transmission is the

equivalent of a written document;

2. Whenever the Oklahoma Limited Liability Company Act or an

operating agreement requires or permits a signature, the signature

may be a manual, facsimile, conformed, or electronic signature.

“Electronic signature” means an electronic symbol or process that is

attached to, or logically associated with, a document and executed

or adopted by a person with an intent to execute, authenticate, or

adopt the document. A person may execute a document with such

person’s signature;

Oklahoma Statutes - Title 18. Corporations Page 620

3. Unless otherwise provided in an operating agreement or

agreed upon between the sender and recipient, an electronic

transmission is delivered to a person for purposes of this title and

an operating agreement when it enters an information processing

system that the person has designated for the purpose of receiving

electronic transmissions of the type delivered, so long as the

electronic transmission is in a form capable of being processed by

that system and such person is able to retrieve the electronic

transmission. Whether a person has so designated an information

processing system is determined by the operating agreement or from

the context and surrounding circumstances, including the party’s

conduct. An electronic transmission is delivered under this section

even if no person is aware of its receipt. Receipt of an electronic

acknowledgement from an information processing system establishes

that an electronic transmission was received but, by itself, does

not establish that the content sent corresponds to the content

received.

This section shall not prohibit one or more persons from

conducting a transaction in accordance with the Uniform Electronic

Transactions Act so long as the part or parts of the transaction

that are governed by the Oklahoma Limited Liability Company Act or

an operating agreement are documented, signed, and delivered in

accordance with this subsection or otherwise in accordance with this

section. This subsection shall apply solely for purposes of

determining whether an act or transaction has been documented, and

the document has been signed and delivered, in accordance with the

Oklahoma Limited Liability Company Act or an operating agreement.

B. Subsection A of this section shall not apply to a document

filed with or submitted to the Secretary of State, a county clerk,

or a court or other judicial or governmental body of this state.

This subsection shall not create any presumption about the lawful

means to document a matter addressed by this subsection, or the

lawful means to sign or deliver a document addressed by this

subsection. A provision of an operating agreement shall not limit

the application of subsection A of this section unless the provision

expressly restricts one or more of the means of documenting an act

or transaction, or of signing or delivering a document, permitted by

subsection A of this section.

C. If any provision of this section is deemed to modify, limit,

or supersede the Electronic Signatures in Global and National

Commerce Act, 15 U.S.C. Section 7001 et. seq., the provisions of

this section shall control to the fullest extent permitted by

Section 7002(a)(2) of such act.
Okla. Stat. tit. 18, § 18-1016.1 — OK Code / Title 18 / Section 18-1016.1
Protected service area – Establishment of water
Status: in_force

district required..

Any corporation borrowing money, securing any indebtedness,

accepting grants, applying to borrow money, to secure any

indebtedness, or to accept grants from the United States of America,

or any instrumentality, agency or department thereof, which entitles

that corporation to a protected service area under 7 U.S.C., Section

1926(b), and any amendments thereto, must first have established a

water district under Title 82 of the Oklahoma Statutes, and any

amendment thereto, which district, as established by the Declaration

of Incorporation, will define the protected service area.
Okla. Stat. tit. 18, § 18-903 — OK Code / Title 18 / Section 18-903
Organization - Purpose
Status: in_force

A business development corporation may be incorporated in this

state pursuant to the provisions of this act and all the provisions

of the Oklahoma General Corporation Act not in conflict with or

inconsistent with the provisions of this act shall apply to such

corporation except as hereinafter otherwise provided.

Ten or more persons, a majority of whom shall be residents of

this state, who desire to create a business development corporation

under the provisions of this act, shall by certificate of

incorporation filed with the Secretary of State, under their hands

and seal, set forth:

(1) The name of the corporation, which shall include the words

"Oklahoma Business Development Corporation".

(2) The location of the principal office of the corporation, but

such corporation may have offices in such other places within the

state as may be fixed by the board of directors.

(3) The purpose for which the corporation is founded, which

shall include the following:

The purposes of the corporation shall be to promote, stimulate,

develop and advance to business prosperity and economic welfare of

the State of Oklahoma and its citizens; to encourage and assist

through loans, investments or other business transactions in the

location of new business and industry in this state and to improve

and assist existing business and industry, and so to stimulate and

assist in the expansion of all kinds of business activity which will

tend to promote the business development and maintain the economic

stability of this state and provide maximum opportunities for

employment; to cooperate and act in conjunction with other

organizations, public or private, in the promotion and advancement

of industrial, commercial, agricultural and recreational

developments in this state; and to provide financing for the

promotion, development, and conduct of all kinds of business

activity in this state.
Okla. Stat. tit. 18, § 18-2029 — OK Code / Title 18 / Section 18-2029
Distribution - Status and rights of member
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 560

At the time a member becomes entitled to receive a distribution,

the member has the status of and is entitled to all remedies

available to a creditor of the limited liability company with

respect to the distribution.
Okla. Stat. tit. 18, § 18-483 — OK Code / Title 18 / Section 18-483
Surety contracts, liberal construction of
Status: in_force

The rule of the common law requiring a strict construction of

the obligations of a surety shall have no application to the

obligations of a surety or guarantor or indemnitor for hire, but all

such obligations shall be liberally construed in accordance with the

rules of the general law applicable to policies of insurance.
Okla. Stat. tit. 18, § 18-381.33 — OK Code / Title 18 / Section 18-381.33
Indemnification - Directors, officers, employees and
Status: in_force

agents.

Any association shall have power to indemnify any person who is

or was an officer, director, employee or agent of the association,

or who is or was serving at the request of the association as an

officer, director, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise unless such

person has violated paragraph 2 of subsection B of Section 381.26 of

this title, in accordance with Section 1031 of this title.
Okla. Stat. tit. 18, § 18-437.1 — OK Code / Title 18 / Section 18-437.1
Rural electric cooperatives authorized
Status: in_force

Cooperative, nonprofit, membership corporations may be organized

under this act for the purpose of supplying electric energy and

promoting and extending the use thereof in rural areas. Corporations

organized under this act and corporations which become subject to

this act in the manner hereinafter provided are hereinafter referred

to as "cooperatives".
Okla. Stat. tit. 18, § 18-1005 — OK Code / Title 18 / Section 18-1005
Incorporators - How Corporation Formed - Purposes
Status: in_force

INCORPORATORS; HOW CORPORATION FORMED; PURPOSES

A. Any person, partnership, association or corporation, singly

or jointly with others, and without regard to his or their

residence, domicile or state of incorporation, may incorporate or

organize a corporation pursuant to the provisions of the Oklahoma

General Corporation Act by filing with the Secretary of State a

certificate of incorporation which shall be executed, acknowledged

and filed in accordance with the provisions of Section 7 of this

act; provided, however, at least three (3) persons, partnerships,

associations, or corporations, or any combination thereof, shall be

required to incorporate as a not for profit corporation pursuant to

the provisions of the Oklahoma General Corporation Act.

B. A corporation may be incorporated or organized pursuant to

the provisions of the Oklahoma General Corporation Act to conduct or

promote any lawful business or purposes, except as may otherwise be

provided by the Constitution or other law of this state.

C. Corporations for constructing, maintaining and operating

public utilities, whether in or outside of this state, may be

organized pursuant to the provisions of the Oklahoma General

Corporation Act, but corporations for constructing, maintaining and

operating public utilities within this state shall be subject to, in

addition to the provisions of the Oklahoma General Corporation Act,

the special provisions and requirements of Title 17 of the Oklahoma

Statutes applicable to such corporations.
Okla. Stat. tit. 18, § 18-1148 — OK Code / Title 18 / Section 18-1148
Issuing public corporation - definition
Status: in_force

ISSUING PUBLIC CORPORATION; DEFINITION

A. As used in Sections 1145 through 1155 of this title,

"issuing public corporation" means a domestic corporation that has:

Oklahoma Statutes - Title 18. Corporations Page 522

1. Any class of securities registered pursuant to Section 12 or

is subject to Section 15(d) of the Securities Exchange Act of 1934,

15 U.S.C. Section 78a et seq., as amended;

2. One thousand (1,000) or more shareholders; and

3. Either:

a. more than ten percent (10%) of its shareholders

resident in Oklahoma,

b. more than ten percent (10%) of its shares owned by

Oklahoma residents, or

c. ten thousand (10,000) shareholders resident in

Oklahoma.

B. The residence of a shareholder is presumed to be the address

appearing in the records of the corporation.

C. Shares held by banks except as trustee or guardian, brokers

or nominees shall be disregarded for purposes of calculating the

percentages or numbers described in this section.

D. A domestic corporation that is not an issuing public

corporation but that has one hundred (100) or more shareholders of

record and meets one of the requirements set forth in subsection A

of this section, or an issuing public corporation to which Sections

1145 through 1155 of this title do not apply, may elect to be

subject to Sections 1145 through 1155 of this title as an issuing

public corporation by amending its certificate of incorporation to

provide that Sections 1145 through 1155 of this title shall apply to

the corporation as of a specified date and filing the amendment with

the Secretary of State on or before such date.

E. A corporation which would be an issuing public corporation

under subsection A of this section may elect not to be subject to

Sections 1145 through 1155 of this title before a control share

acquisition occurs or an acquiring person statement is delivered:

1. By amending its certificate of incorporation to provide that

Sections 1145 through 1155 of this title shall not apply to the

corporation as of a specified date and filing the amendment with the

Secretary of State before such date; or

2. By action of its board of directors adopting an amendment to

its bylaws within ninety (90) days of the effective date of this act

expressly providing that Sections 1145 through 1155 of this title

shall not apply to the corporation, which amendment shall not be

further amended by the board of directors.
Okla. Stat. tit. 18, § 18-438.7 — OK Code / Title 18 / Section 18-438.7
Articles of incorporation
Status: in_force

Articles of incorporation of a cooperative shall recite that

they are executed pursuant to this act and shall state: (1) the name

of the cooperative; (2) the address of its principal office; (3) the

names and addresses of the incorporators; (4) the names and

addresses of its trustees; (5) the purpose for which the cooperative

is formed; and (6) the period of its existence and may contain any

provisions not inconsistent with this act deemed necessary or

advisable for the conduct of its business, including provisions for

the issuance of nonvoting shares of stock as hereinafter provided.

Such articles shall be signed by each incorporator and acknowledged

by at least two of the incorporators, or on their behalf, if they

are cooperatives. If a cooperative desires to issue nonvoting

shares of stock, its articles of incorporation shall state: (1) the

total number of such shares of stock which may be issued and the par

value of each share; (2) the fixed or maximum rate of dividends on

the par value of such shares of stock, in either case not exceeding

four percent (4%) per annum, and whether dividends shall be

cumulative or noncumulative; (3) whether such shares of stock may be

issued to members only or to members and nonmembers; (4) the maximum

number of such shares of stock which may be owned by any person; and

(5) the terms and conditions on which such shares of stock may be

transferred, redeemed and retired.
Okla. Stat. tit. 18, § 18-438.32 — OK Code / Title 18 / Section 18-438.32
Approval of Corporation Commission - Orders -
Status: in_force

Certificate not required.

A. Subject to paragraph 4 of Section 438.4 of this title, any

cooperative may furnish communication services in any territory not

already being furnished communication services by a telephone

company or another cooperative without approval of the Corporation

Commission of this state.

B. In any matter before the Corporation Commission, to which

any cooperative is a party, the Commission shall issue its order

determining such matter within ninety (90) days after the

application therein has been filed.

C. Under this act, no certificate of convenience and necessity,

as provided in Sections 131 through 133 of Title 17 of the Oklahoma

Statutes inclusive, shall be required by the Corporation Commission

for a cooperative organized hereunder.
Okla. Stat. tit. 18, § 18-441-1704 — OK Code / Title 18 / Section 18-441-1704
Act deemed amendment of Constitution
Status: in_force

ACT DEEMED AMENDMENT OF CONSTITUTION. It is the intent of the

Legislature that the Uniform Limited Cooperative Association Act of

2009 be an amendment to, and alteration of, Sections 18 through 34,

inclusive, of Article IX of the Constitution of the State of

Oklahoma, as authorized by Section 35 of Article IX of the

Constitution of the State of Oklahoma.
Okla. Stat. tit. 18, § 18-2043 — OK Code / Title 18 / Section 18-2043
Foreign limited liability company - Registration
Status: in_force

procedure.

Before transacting business in this state, a foreign limited

liability company shall register with the Office of the Secretary of

State. In order to register, a foreign limited liability company

shall:

1. Pay to the Secretary of State a registration fee required by

Section 56 of this act;

2. Provide the Secretary of State with an original certificate

from the certifying officer of the jurisdiction of the foreign

limited liability company's organization attesting to the foreign

limited liability company's organization under the laws of such

jurisdiction; and

3. Submit to the Office of the Secretary of State an

application in duplicate for registration as a foreign limited

liability company, signed by a manager, member, or other person, and

setting forth:

a. the name of the foreign limited liability company and,

if different, the name under which it proposes to

transact business in this state,

b. the state or other jurisdiction and date of its

organization,

c. the name and street address of a registered agent in

this state which agent shall be an individual resident

of this state, or a domestic or qualified foreign

Oklahoma Statutes - Title 18. Corporations Page 570

corporation, limited liability company, or limited

partnership. Each registered agent shall maintain a

business office identical with the registered office

which is open during regular business hours to accept

service of process and otherwise perform the functions

of a registered agent. If an additional registered

agent is designated, service of process shall be on

that agent and not on the Secretary of State,

d. a statement that the Office of the Secretary of State

is appointed the agent of the foreign limited

liability company for service of process if no agent

has been appointed under subparagraph c of this

paragraph, or if appointed, the agent's authority has

been revoked or if the agent cannot be found or served

with the exercise of reasonable diligence,

e. the address of the office required to be maintained in

the state of its organization by the laws of that

state or, if not so required, of the principal office

of the foreign limited liability company, and

f. such additional information as may be necessary or

appropriate in order to enable the Office of the

Secretary of State to determine whether such limited

liability company is entitled to transact business in

this state.
Okla. Stat. tit. 18, § 18-441-107 — OK Code / Title 18 / Section 18-441-107
Governing law
Status: in_force

GOVERNING LAW. The law of this state governs:

(1) The internal affairs of a limited cooperative association;

and

(2) The liability of a member as member and a director as

director for the debts, obligations, or other liabilities of a

limited cooperative association.
Okla. Stat. tit. 18, § 18-581 — OK Code / Title 18 / Section 18-581
Benevolent and charitable corporations - Purposes
Status: in_force

The following associations for charitable purposes may become

incorporated, as provided in this article, as follows:

1. To establish and maintain hospitals and infirmaries for the

cure of the sick and support of the aged and indigent, and asylums

for orphans;

2. For the mutual assistance of the members in time of sickness

or necessity, and to provide a fund for this purpose by

contributions of the members thereof from time to time, and for the

like incidental charitable purposes;

3. To establish and maintain lodges, chapters and encampments,

of fraternities or associations commonly known as Free Masons, the

Independent Order of Odd Fellows, Good Templars, Sons of Temperance,

and other like charitable orders or societies;

4. To establish and maintain fire companies in any incorporated

city or town; and

5. To establish and maintain youth organizations to promote the

ideals of good sportsmanship, honesty, loyalty, courage and

reverence by providing supervised competitive athletic games.
Okla. Stat. tit. 18, § 18-437.5 — OK Code / Title 18 / Section 18-437.5
Articles of incorporation
Status: in_force

(a) The articles of incorporation of a cooperative shall recite

in the caption that they are executed pursuant to this act, shall be

signed and acknowledged by each of the incorporators, and shall

state: (1) The name of the cooperative; (2) The address of its

principal office; (3) The names and addresses of the incorporators;

(4) The names and addresses of the persons who shall constitute its

first board of trustees; and (5) Any provisions not inconsistent

with this act deemed necessary or advisable for the conduct of its

business and affairs.

(b) Such articles of incorporation shall be submitted to the

Secretary of State for filing as provided in this act.

(c) It shall not be necessary to set forth in the articles of

incorporation of a cooperative the purpose for which it is organized

or any of the corporate powers vested in a cooperative under this

act.
Okla. Stat. tit. 18, § 18-381.24g — OK Code / Title 18 / Section 18-381.24g
Association subsidiary as agent of holding company
Status: in_force

A. Any association subsidiary of an association holding company

may receive deposits, renew time deposits, close loans, service

loans, and receive payments on loans and other obligations as an

agent for any other bank or association owned or controlled by the

same holding company.

B. Despite any other provision of law, an association as an

agent in accordance with subsection A of this section for an

affiliate shall not be considered a branch of the affiliate.

C. An agency relationship between subsidiary institutions

pursuant to subsection A of this section shall be on terms that are

consistent with safe and sound practices and all applicable

regulations of any appropriate regulatory agency.
Okla. Stat. tit. 18, § 18-2062 — OK Code / Title 18 / Section 18-2062
Certain amendments and mergers; Votes required
Status: in_force

CERTAIN AMENDMENTS AND MERGERS; VOTES REQUIRED.

Oklahoma Statutes - Title 18. Corporations Page 622

A. Upon the approval of members or other holders who own at

least two-thirds (2/3) of the then outstanding equity interests

entitled to vote:

1. An existing domestic limited liability company including a

professional limited liability company, may become a public benefit

limited liability company by amending its articles of organization

to conform to the public benefit provisions of subsection B of

Section 20 of this act; or

2. A domestic entity that is not a public benefit limited

liability company may become a public benefit limited liability

company through a merger, consolidation, exchange or conversion in

which the surviving or resulting entity is a public benefit limited

liability company whose articles of organization conform to the

public benefit provisions of subsection B of Section 23 of this act.

B. "Domestic entity" is a limited liability company,

corporation, partnership whether general or limited, and including a

limited liability partnership and a limited liability limited

partnership, an entity subject to the Professional Entity Act, or

any unincorporated nonprofit or for-profit association, trust or

enterprise having members or having outstanding shares of stock or

other evidences of financial, beneficial or membership interest

therein, whether formed by agreement or under statutory authority or

otherwise, formed under the laws of this jurisdiction.

C. A public benefit limited liability company may not, without

the approval of members who own at least two-thirds (2/3) of the

then outstanding membership interests of the limited liability

company entitled to vote:

1. Amend its articles of organization to delete, add or amend a

provision required by subsection B of Section 23 of this act;

2. Merge or consolidate with or exchange or convert into

another entity if, as a result of such merger, consolidation,

exchange or conversion, the membership interests in such limited

liability company would become, or be converted into or exchanged

for the right to receive, membership interests or other equity

interests in a domestic or foreign limited liability company or

other entity that is not a public benefit limited liability company

or similar entity, the articles of organization or operating

agreement, or similar governing document, of which does not contain

provisions identifying a public benefit or public benefits

comparable in all material respects to those set forth in the

articles of organization of such limited liability company as

contemplated by subsection B of Section 23 of this act; or

3. Cease to be a public benefit limited liability company under

the provisions of this act.
Okla. Stat. tit. 18, § 18-2012.1 — OK Code / Title 18 / Section 18-2012.1
Cancellation of articles of organization
Status: in_force

CANCELLATION OF ARTICLES OF ORGANIZATION

Oklahoma Statutes - Title 18. Corporations Page 548

A. The articles of organization or registered series shall be

canceled:

1. Upon the dissolution and the completion of winding up of a

limited liability company or registered series;

2. As provided in subsection B of this section;

3. Upon the filing of a certificate of merger or consolidation

if the domestic limited liability company or registered series is

not the surviving or resulting entity in a merger or consolidation;

4. Upon the conversion of a domestic limited liability company

approved in accordance with Section 2054.2 of this title;

5. Upon the filing of articles of division if the limited

liability company is a dividing company that is not a surviving

company; or

6. Upon the future effective date or time of the articles of

division if the limited liability company is a dividing company that

is not a surviving company.

B. The articles of organization of a domestic limited liability

company or articles of registered series of a registered series

shall be deemed to be canceled if the domestic limited liability

company or registered series fails to file the annual certificate

and pay the annual fee provided in Section 2055.2 of this title or

pay the registered agent fee to the Secretary of State due under

Section 2055 of this title within three (3) years from the date the

certificate or fee is due, the cancellation to be effective on the

third anniversary of the due date.

C. A limited liability company whose articles of organization

or registered series whose articles of registered series have been

canceled under subsection B of this section may apply for

reinstatement under subsection A of Section 2055.3 of this title.
Okla. Stat. tit. 18, § 18-438.10 — OK Code / Title 18 / Section 18-438.10
Meetings of members
Status: in_force

A. An annual meeting of the members of a cooperative shall be

held at such time and place as shall be provided in the bylaws.

B. Special meetings of the members may be called by the

president, by the board of trustees, by any three trustees, or by

Oklahoma Statutes - Title 18. Corporations Page 127

not less than two hundred members or ten percent (10%) of all

members, whichever shall be the lesser.

C. Except as otherwise provided in this act, written or printed

notice stating the time and place of each meeting of the members and

in the case of a special meeting, the purpose or purposes for which

the meeting is called, shall be given to each member, either

personally or by mail, not less than ten (10) days nor more than

twenty-five (25) days before the date of the meeting. If mailed,

such notice shall be deemed to be given when deposited in the United

States mail with postage prepaid, addressed to the member at his

address as it appears on the records of the cooperative.

D. Unless the bylaws prescribe the presence of a greater

percentage or number of the members for a quorum, a quorum for the

transaction of business at all meetings of the members of a

cooperative having not more than five hundred members, shall be ten

percent (10%) of all members, present in person, and of a

cooperative having more than five hundred members, shall be fifty

members or two percent (2%) of all members, whichever is greater,

present in person. If less than a quorum is present at any meeting,

a majority of those present in person may adjourn the meeting from

time to time without further notice.

E. Each member shall be entitled to one vote on each matter

submitted to a vote at a meeting of the members. Voting shall be in

person, but, if the bylaws so provide, may also be by mail.
Okla. Stat. tit. 18, § 18-1146 — OK Code / Title 18 / Section 18-1146
Control share acquisition - definition
Status: in_force

CONTROL SHARE ACQUISITION; DEFINITION

A. As used in Sections 1145 through 1155 of this title,

"control share acquisition" means acquisition by any person of

ownership of, or the power to direct the exercise of voting power

with respect to, control shares.

B. A person who acquires shares in the ordinary course of

business for the benefit of others in good faith and not for the

purpose of circumventing Sections 1145 through 1155 of this title

has not made a control share acquisition of shares in respect of

which that person is able to exercise or direct the exercise of

votes only after requesting further instruction from others.

C. The acquisition of any control shares does not constitute a

control share acquisition if the acquisition is made in good faith

and not for the purpose of circumventing Sections 1145 through 1155

of this title in any of the following circumstances:

1. At a time when the corporation was not subject to Sections

1145 through 1155 of this title;

2. Pursuant to a contract entered into at a time when the

corporation was not subject to Sections 1145 through 1155 of this

title;

3. Pursuant to the laws of descent and distribution;

4. Pursuant to the satisfaction of a pledge or other security

interest;

5. Pursuant to a merger, consolidation, or share acquisition

effected in compliance with Section 1081, 1082, 1083, 1090.1 or

1090.2 of this title, if the issuing public corporation is a party

to the agreement of merger, consolidation, or share acquisition;

6. By a donee receiving the shares pursuant to an inter vivos

gift;

7. By a person of additional shares within the range of voting

power for which such person has received approval pursuant to

Section 1153 of this title or within the range of voting power

Oklahoma Statutes - Title 18. Corporations Page 521

resulting from shares acquired in a transaction described in this

subsection;

8. An increase in voting power resulting from any action taken

by the issuing public corporation, provided the person whose voting

power is thereby affected is not an affiliate of the corporation;

9. Pursuant to the solicitation of proxies subject to

Regulation 14A under the Securities Exchange Act of 1934, 15 U.S.C.

Section 78a et seq., as amended, or in the case of an issuing public

corporation which is not subject to such Regulation 14A, the

solicitation of proxies in accordance with the laws of the State of

Oklahoma;

10. Pursuant to a transfer between or among immediate family

members, or between or among persons under direct common control.

An "immediate family member" is any relative or spouse of a person,

or any relative of such spouse, who has the same home as such

person; or

11. From any person whose previous acquisition of shares would

have constituted a control share acquisition but for paragraphs 1

through 10 of this subsection, provided the acquisition does not

result in the acquiring person holding voting power within a higher

range of voting power than that of the person from whom the control

shares were acquired.
Okla. Stat. tit. 18, § 18-441-803 — OK Code / Title 18 / Section 18-441-803
Qualifications of directors
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 197

QUALIFICATIONS OF DIRECTORS.

(a) Unless the organic rules otherwise provide, and subject to

subsection (c) of this section, each director of a limited

cooperative association must be an individual who is a member of the

association or an individual who is designated by a member that is

not an individual for purposes of qualifying and serving as a

director. Initial directors need not be members.

(b) Unless the organic rules otherwise provide, a director may

be an officer or employee of the limited cooperative association.

(c) If the organic rules provide for nonmember directors, the

number of nonmember directors may not exceed:

(1) One, if there are two through four directors;

(2) Two, if there are five through eight directors; or

(3) One-third (1/3) of the total number of directors if there

are at least nine directors.

(d) The organic rules may provide qualifications for directors

in addition to those in this section.
Okla. Stat. tit. 18, § 18-437.25 — OK Code / Title 18 / Section 18-437.25
Exemption from excise and income taxes - License fee
Status: in_force

Each cooperative and each foreign corporation transacting

business in this state pursuant to this act shall pay annually, on

or before the thirty-first day of August, to the Oklahoma Tax

Commission, a fee of One Dollar ($1.00) for each one hundred persons

or fraction thereof to whom electricity is supplied within the state

by it, as of June thirtieth preceding, but shall be exempt from all

other excise and income taxes whatsoever.
Okla. Stat. tit. 18, § 18-1117 — OK Code / Title 18 / Section 18-1117
Compromise or arrangement between corporation and
Status: in_force

creditors or shareholders.

COMPROMISE OR ARRANGEMENT BETWEEN CORPORATION AND CREDITORS

OR SHAREHOLDERS

A. Whenever the provision provided for in paragraph 2 of

subsection B of Section 1006 of this title is included in the

original certificate of incorporation of any corporation, all

persons who become creditors or shareholders thereof shall be deemed

to have become such creditors or shareholders subject in all

respects to that provision and the same shall be absolutely binding

upon them. Whenever that provision is inserted in the certificate of

incorporation of any such corporation by an amendment of its

certificate all persons who become creditors or shareholders of such

corporation after such amendment shall be deemed to have become such

creditors or shareholders subject in all respects to that provision

and the same shall be absolutely binding upon them.

B. The district court may administer and enforce any compromise

or arrangement made pursuant to the provision provided for in

paragraph 2 of subsection B of Section 1006 of this title and may

restrain, pendente lite, all actions and proceedings against any

corporation with respect to which the district court shall have

begun the administration and enforcement of that provision and may

appoint a temporary receiver for such corporation and may grant the

receiver such powers as it deems proper, and may make and enforce

such rules as it deems necessary for the exercise of such

jurisdiction.
Okla. Stat. tit. 18, § 18-425 — OK Code / Title 18 / Section 18-425
Powers
Status: in_force

Each corporation formed under the provisions of this act shall

have power:

(1) To have succession by its corporate name for the period

limited in its certificate.

(2) To sue and be sued, complain and defend in any court.

(3) To establish and use a common seal and alter the same.

(4) To hold, purchase and convey such real and personal property

as the purpose of the corporation may require, including stock in

subsidiary or allied cooperative corporations within or without the

state.

(5) To appoint such officers and agents as the business may

require, including in every case a president and secretary, and to

fix their compensation.

(6) To make bylaws not inconsistent with law for the management

of its property, the regulation of its business and the transfer of

its stock.

(7) To exercise all other lawful powers necessary or proper for

the exercise of the powers herein conferred.
Okla. Stat. tit. 18, § 18-381.64 — OK Code / Title 18 / Section 18-381.64
Authorized foreign associations
Status: in_force

Except as this act otherwise provides, no foreign association

shall be granted permission by the State Banking Commissioner or the

Secretary of State to do business within this state and each foreign

association now holding a certificate of authority issued by the

Commissioner may continue to do business through its duly appointed

agent but only in the county where it is now operating. Each such

foreign association shall remain subject to supervision, and to

examination as deemed necessary, by the Commissioner and to the

rules of the Commissioner and shall make no loans in this state and

accept no deposit accounts in this state other than loans and

deposit accounts of a class which are authorized for Oklahoma

chartered associations. In the event an authorized foreign

association fails to comply with the provisions of this act or with

the requirements of the Commissioner, or to keep on file with the

Commissioner and the Secretary of State a written appointment of its

resident agent upon whom service of summons and all other legal

process may be had, or to pay the supervisory fees provided by this

act, the Commissioner may revoke the certificate of authority of

such association and invoke other remedies as provided by law. In

the event of such revocation, the Secretary of State shall revoke

and cancel the certificate of domestication of such association.
Okla. Stat. tit. 18, § 18-441-817 — OK Code / Title 18 / Section 18-441-817
Committees
Status: in_force

COMMITTEES.

Oklahoma Statutes - Title 18. Corporations Page 202

(a) Unless the organic rules otherwise provide, a board of

directors may create one or more committees and appoint one or more

individuals to serve on a committee.

(b) Unless the organic rules otherwise provide, an individual

appointed to serve on a committee of a limited cooperative

association need not be a director or member.

(c) An individual who is not a director and is serving on a

committee has the same rights, duties, and obligations as a director

serving on the committee.

(d) Unless the organic rules otherwise provide, each committee

of a limited cooperative association may exercise the powers

delegated to it by the board of directors, but a committee may not:

(1) Approve allocations or distributions except according to a

formula or method prescribed by the board of directors;

(2) Approve or propose to members action requiring approval of

members; or

(3) Fill vacancies on the board of directors or any of its

committees.
Okla. Stat. tit. 18, § 18-381.43 — OK Code / Title 18 / Section 18-381.43
Deposit accounts of administrators, executors,
Status: in_force

conservators, guardians, trustees or other fiduciaries.

Any association or federal association may accept deposit

accounts in the name of any administrator, executor, conservator,

guardian, trustee, or other fiduciary for a named beneficiary or

beneficiaries. Any such fiduciary shall have power to vote as a

member of a mutual association as if the membership were held

absolutely, to open and to make additions to, and to withdraw such

deposit account in whole or in part. The withdrawal value of any

such deposit account, and earnings thereon, or other rights relating

thereto may be paid or delivered, in whole or in part, to such

fiduciary without regard to any notice to the contrary as long as

such fiduciary is living. The payment or delivery to any such

fiduciary or a receipt or acquittance signed by any such fiduciary

Oklahoma Statutes - Title 18. Corporations Page 49

to whom any such payment or any such delivery of rights is made

shall be a valid and sufficient release and discharge of an

association for the payment or delivery so made. Whenever a deposit

account shall be opened by any person who designates himself or

herself or another as trustee by written declaration of trust, which

provides that the trust shall terminate upon the death of such

person, then, in the event of the death of the person so described

as trustee, the withdrawal value of such deposit account or any part

thereof, together with the earnings thereon, may be paid to the

person for whom the deposit account was thus described to have been

opened. The payment or delivery to any such beneficiary,

beneficiaries or designated person for any such payment or delivery

shall be a valid and sufficient release and discharge of an

association for the payment or delivery so made.
Okla. Stat. tit. 18, § 18-955 — OK Code / Title 18 / Section 18-955
Limitations on ownership - Exceptions
Status: in_force

A. No person, corporation, association or any other entity

shall engage in farming or ranching, or own or lease any interest in

land to be used in the business of farming or ranching, except the

following:

1. Natural persons and the estates of such persons;

2. Trustees of trusts; provided that:

Oklahoma Statutes - Title 18. Corporations Page 293

a. each beneficiary shall be a person or entity

enumerated in paragraphs 1 through 5 of this

subsection, and

b. there shall not be more than ten beneficiaries unless

the beneficiaries in excess of ten are related as

lineal descendants or are or have been related by

marriage or adoption to lineal descendants, and

c. at least sixty-five percent (65%) of the trust's

annual gross receipts shall be derived from farming or

ranching, or from allowing others to extract minerals

underlying lands held by the trust. If the trust

cannot comply with the annual gross receipts test, the

trust may furnish records of its gross receipts for

each of the previous five (5) years, or for each year

that it has been in existence if less than five (5)

years, and the average of such annual gross receipts

may be used for purposes of complying with this

section;

3. Corporations, as provided for in Sections 951 through 954 of

this title, or as otherwise permitted by law;

4. Partnerships and limited partnerships; provided that:

a. each partner shall be a person or entity enumerated in

paragraphs 1 through 5 of this subsection, and

b. there shall not be more than ten partners unless said

partners in excess of ten are related as lineal

descendants or are or have been related by marriage or

adoption to lineal descendants, and

c. at least sixty-five percent (65%) of the partnership's

annual gross receipts shall be derived from farming or

ranching, or from allowing others to extract minerals

underlying lands held by the partnership. If the

partnership cannot comply with the annual gross

receipts test, the partnership may furnish records of

its gross receipts for each of the previous five (5)

years, or for each year that it has been in existence

if less than five (5) years, and the average of such

annual gross receipts may be used for purposes of

complying with this section;

5. Limited liability companies formed pursuant to the Oklahoma

Limited Liability Company Act; provided that:

a. each member shall be a person or entity enumerated in

paragraphs 1 through 5 of this subsection, and

b. there shall not be more than thirty members unless

said members in excess of thirty are related as lineal

descendants or are or have been related by marriage or

adoption to lineal descendants, and

Oklahoma Statutes - Title 18. Corporations Page 294

c. at least sixty-five percent (65%) of the limited

liability company's annual gross receipts shall be

derived from farming or ranching, or from allowing

others to extract minerals underlying lands held by

the limited liability company. If the limited

liability company cannot comply with the annual gross

receipts test, the limited liability company may

furnish records of its gross receipts for each of the

previous five (5) years, or for each year that it has

been in existence if less than five (5) years, and the

average of such annual gross receipts may be used for

purposes of complying with this section.

B. Any farming or ranching corporation, trust, partnership,

limited partnership, limited liability company or other entity which

violates any provisions of this section shall be fined an amount not

to exceed Five Hundred Dollars ($500.00). Any other person or

entity who knowingly violates this section shall be deemed guilty of

a misdemeanor.

C. The provisions of this act shall not apply to interests in

land acquired prior to June 1, 1978.
Okla. Stat. tit. 18, § 18-441-1502 — OK Code / Title 18 / Section 18-441-1502
Member approval of other disposition of assets
Status: in_force

MEMBER APPROVAL OF OTHER DISPOSITION OF ASSETS. A sale, lease,

exchange, license, or other disposition of assets of a limited

cooperative association, other than a disposition described in

Section 130 of this act, requires approval of the association’s

members under Sections 132 and 133 of this act if the disposition

leaves the association without significant continuing business

activity.
Okla. Stat. tit. 18, § 18-441-203 — OK Code / Title 18 / Section 18-441-203
Delivery to and filing of records by Secretary of
Status: in_force

State - Effective time and date.

DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE;

EFFECTIVE TIME AND DATE.

(a) A record authorized or required by the Uniform Limited

Cooperative Association Act of 2009 to be delivered to the Secretary

of State for filing must be captioned to describe the record’s

purpose, be in a medium and format permitted by the Secretary of

State, and be delivered to the Secretary of State. If the filing

fees have been paid, and unless the Secretary of State determines

that the record does not comply with the filing requirements of the

Uniform Limited Cooperative Association Act of 2009, the Secretary

of State shall file the record and send a copy of the filed record

and a receipt for the fees to the person on whose behalf the record

was filed.

(b) The Secretary of State, upon request and payment of the

required fee, shall furnish a certified copy of any record filed by

the Secretary of State under the Uniform Limited Cooperative

Association Act of 2009 to the person making the request.

(c) Except as otherwise provided in Sections 18 and 24 of this

act, a record delivered to the Secretary of State for filing under

the Uniform Limited Cooperative Association Act of 2009 may specify

an effective time and a delayed effective date that may include an

effective time on that date. Except as otherwise provided in

Sections 18 and 24 of this act, a record filed by the Secretary of

State under the Uniform Limited Cooperative Association Act of 2009

is effective:

(1) If the record does not specify an effective time and does

not specify a delayed effective date, on the date and at the time

the record is filed as evidenced by the Secretary of State’s

endorsement of the date and time on the record;

(2) If the record specifies an effective time but not a delayed

effective date, on the date the record is filed at the time

specified in the record;

(3) If the record specifies a delayed effective date but not an

effective time, at 12:01 a.m. on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed; or

(4) If the record specifies an effective time and a delayed

effective date, at the specified time on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed.
Okla. Stat. tit. 18, § 18-441-108 — OK Code / Title 18 / Section 18-441-108
Supplemental principles of law
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 166

SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular

provisions of the Uniform Limited Cooperative Association Act of

2009, the principles of law and equity supplement the Uniform

Limited Cooperative Association Act of 2009.
Okla. Stat. tit. 18, § 18-2058 — OK Code / Title 18 / Section 18-2058
Rules of construction of act
Status: in_force

RULES OF CONSTRUCTION OF ACT

A. The rules that statutes in derogation of the common law are

to be strictly construed shall have no application to the Oklahoma

General Corporation Act.

B. The law of estoppel shall apply to this act.

C. The law of agency shall apply under this act.

D. It is the policy of this act to give the maximum effect to

the principle of freedom of contract and to the enforceability of

operating agreements.

E. This act shall not be construed so as to impair the

obligations of any contract existing when the act goes into effect,

nor to affect any action or proceedings begun or right accrued

before this act takes effect.
Okla. Stat. tit. 18, § 18-587 — OK Code / Title 18 / Section 18-587
Penalty
Status: in_force

Any person violating the provisions of Sections 1478 and 1479 of

this article, shall be deemed guilty of a misdemeanor, and upon upon

conviction thereof, shall be fined not exceeding Fifty Dollars

($50.00), or imprisoned in the county jail not exceeding thirty (30)

days, or may be punished by both such fine and imprisonment.

R.L. 1910, § 1481.
Okla. Stat. tit. 18, § 18-381.44 — OK Code / Title 18 / Section 18-381.44
Payment to administrator or executor of deceased
Status: in_force

nonresident.

When a deposit account is held in any association or federal

association by a person residing in another state or country, the

deposit account, together with additions thereto and earnings

thereon, or any part thereof, may be paid to the administrator or

executor appointed in the state or country where the account or

deposit holder resided at the time of death. Such payment shall be

a valid and sufficient release and discharge of the association for

the payment so made unless the association has received written

notice and is on actual notice of the appointment of an executor or

administrator by an Oklahoma court of probate jurisdiction.
Okla. Stat. tit. 18, § 18-1151 — OK Code / Title 18 / Section 18-1151
Shareholder meeting to determine control share voting
Status: in_force

rights.

SHAREHOLDER MEETING TO DETERMINE CONTROL

SHARE VOTING RIGHTS

A. If, at the time of delivery of an acquiring person

statement, the acquiring person requests a special meeting and gives

an undertaking to pay the corporation's expenses of the special

meeting, within ten (10) days thereafter, the directors of the

issuing public corporation shall call a special meeting of

shareholders of the issuing public corporation for the purpose of

considering the voting rights to be accorded the shares acquired or

to be acquired in the control share acquisition.

B. Unless the acquiring person agrees in writing to another

date, the special meeting of shareholders shall be held within fifty

(50) days after receipt by the issuing public corporation of the

request.

C. If no request is made, the voting rights to be accorded the

shares acquired in the control share acquisition shall be presented

to the next special or annual meeting of shareholders.

D. If the acquiring person so requests in writing at the time

of delivery of the acquiring person statement, the special meeting

shall not be held sooner than thirty (30) days after receipt by the

issuing public corporation of the acquiring person statement.
Okla. Stat. tit. 18, § 18-381.47 — OK Code / Title 18 / Section 18-381.47
Notice and payment of withdrawals
Status: in_force

With respect to deposit accounts, an association may require

such minimum advance notice of withdrawal as is specified by federal

regulations or such longer advance notice period of not more than

thirty (30) days as its bylaws may provide. The payment of

withdrawals from deposit accounts, in the event an association does

not have funds available to pay all withdrawals when due, shall be

subject to such rules and procedures as may be prescribed by the

State Banking Commissioner, but any association which, except as

authorized in writing by the Commissioner, fails to make full

payment of any withdrawal when due shall be deemed to be in an

Oklahoma Statutes - Title 18. Corporations Page 51

unsafe or unsound condition to transact business within the meaning

of Section 381.74 of this title.
Okla. Stat. tit. 18, § 18-1140.3 — OK Code / Title 18 / Section 18-1140.3
Amendment of trade name report
Status: in_force

AMENDMENT OF TRADE NAME REPORT

A. A trade name report shall be amended when:

1. There is a false or erroneous statement in the trade name

report;

2. There is a change in the kind of business transacted under

the trade name; or

3. There is a change in or an additional address where the

business is to be carried on under the trade name.

B. An amended trade name report shall set forth the trade name

and specify the amendment therein. The report shall be executed by

a party duly authorized to sign on behalf of the corporation or

other business entity. In the case of a corporation, the report

shall be acknowledged and filed in accordance with Section 1007 of

Title 18 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-1043 — OK Code / Title 18 / Section 18-1043
Liability of Shareholder or Subscriber for Stock not Paid
Status: in_force

in Full.

LIABILITY OF SHAREHOLDER OR SUBSCRIBER

FOR STOCK NOT PAID IN FULL

A. When the whole of the consideration payable for shares of a

corporation has not been paid in, and the assets shall be

insufficient to satisfy the claims of its creditors, each holder of

or subscriber for such shares shall be bound to pay on each share

held or subscribed for by him the sum necessary to complete the

Oklahoma Statutes - Title 18. Corporations Page 358

amount of the unpaid balance of the consideration for which such

shares were issued or to be issued by the corporation.

B. The amounts which shall be payable as provided in subsection

A of this section may be recovered as provided for in Section 124 of

this act, after a writ of execution against the corporation has been

returned unsatisfied as provided for in that section.

C. Any person becoming an assignee or transferee of shares or

of a subscription for shares in good faith and without knowledge or

notice that the full consideration therefor has not been paid shall

not be personally liable for any unpaid portion of such

consideration, but the transferor shall remain liable therefor.

D. No person holding shares in any corporation as collateral

security shall be personally liable as a shareholder but the person

pledging such shares shall be considered the holder thereof and

shall be so liable. No executor, administrator, guardian, trustee

or other fiduciary shall be personally liable as a shareholder, but

the estate or funds held by such executor, administrator, guardian,

trustee or other fiduciary in such fiduciary capacity shall be

liable.

E. No liability under the provisions of this section or under

the provisions of Section 124 of this act shall be asserted more

than six (6) years after the issuance of the stock or the date of

the subscription upon which the assessment is sought.

F. In any action by a receiver or trustee of an insolvent

corporation or by a judgment creditor to obtain an assessment under

the provisions of this section, any shareholder or subscriber for

stock of the insolvent corporation may appear and contest the claim

or claims of such receiver or trustee.
Okla. Stat. tit. 18, § 18-1022 — OK Code / Title 18 / Section 18-1022
Registered agent in state - Resident agent
Status: in_force

REGISTERED AGENT IN STATE; RESIDENT AGENT

A. Every domestic corporation shall have and maintain in this

state a registered agent, which agent may be any of the following:

1. The domestic corporation itself;

2. An individual resident of this state;

3. A domestic corporation, a domestic partnership whether

general or limited and including a limited liability partnership or

a limited liability limited partnership or a domestic limited

liability company; or

4. A foreign corporation, a foreign limited liability

partnership, a foreign limited partnership, a foreign limited

liability limited partnership or a foreign limited liability

company, if authorized to transact business in this state.

B. Every foreign corporation transacting business in this state

shall have and maintain the Secretary of State as its registered

agent in this state. In addition, such foreign corporation may have

and maintain in this state an additional registered agent, which may

be an individual or entity set forth in subsection A of this

section; provided, that the foreign corporation may not be its own

registered agent. If such additional registered agent is

designated, service of process shall be on such agent and not on the

Secretary of State.

C. Each registered agent for a domestic corporation or foreign

corporation shall:

1. If an entity, maintain a business office identical with the

registered office which is open during regular business hours, or if

an individual, be generally present at the registered office to

accept service of process and otherwise perform the functions of a

registered agent;

2. If a foreign entity, be authorized to transact business in

this state; and

3. Accept service of process and other communications directed

to the corporations for which it serves as registered agent and

forward same to the corporation to which the service or

communication is directed.

D. Every corporation formed under the laws of this state or

qualified to do business in this state shall provide to its

registered agent, and update from time to time as necessary, the

name, business address and business telephone number of a natural

Oklahoma Statutes - Title 18. Corporations Page 332

person who is an officer, director, employee or designated agent of

the corporation, who is then authorized to receive communications

from the registered agent. Such person shall be deemed the

communications contact for the corporation. Every registered agent

shall retain, in paper or electronic form, the information required

by this subsection concerning the current communications contact for

each corporation for which he, she or it serves as a registered

agent. If the corporation fails to provide the registered agent

with a current communications contact, the registered agent may

resign as the registered agent for such corporation pursuant to

Section 1026 of this title.

E. Whenever the term “resident agent” or “resident agent in

charge of a corporation’s principal office or place of business in

this state”, or other term of like import which refers to a

corporation’s agent required by statute to be located in this state,

is or has been used in a corporation’s certificate of incorporation,

or in any other document, or in any statute, it shall be deemed to

mean and refer to, unless the context indicates otherwise, the

corporation’s registered agent required by this section. It shall

not be necessary for any corporation to amend its certificate of

incorporation or any other document to comply with the provisions of

this section.
Okla. Stat. tit. 18, § 18-441-1610 — OK Code / Title 18 / Section 18-441-1610
Effect of merger
Status: in_force

EFFECT OF MERGER.

(a) When a merger becomes effective:

(1) The surviving entity continues or comes into existence;

(2) Each constituent entity that merges into the surviving

entity ceases to exist as a separate entity;

(3) All property owned by each constituent entity that ceases

to exist vests in the surviving entity;

(4) All debts, liabilities, and other obligations of each

constituent entity that ceases to exist continue as obligations of

the surviving entity;

(5) An action or proceeding pending by or against any

constituent entity that ceases to exist may be continued as if the

merger had not occurred;

Oklahoma Statutes - Title 18. Corporations Page 234

(6) Except as prohibited by law other than the Uniform Limited

Cooperative Association Act of 2009, all rights, privileges,

immunities, powers, and purposes of each constituent entity that

ceases to exist vest in the surviving entity;

(7) Except as otherwise provided in the plan of merger, the

terms and conditions of the plan take effect;

(8) Except as otherwise provided in the plan of merger, if a

merging limited cooperative association ceases to exist, the merger

does not dissolve the association for purposes of Article 12 of this

act;

(9) If the surviving entity is created by the merger and:

(A) is a limited cooperative association, the articles of

organization become effective; or

(B) is an entity other than a limited cooperative

association, the organizational document that creates

the entity becomes effective; and

(10) If the surviving entity is not created by the merger, any

amendments made by the articles of merger for the organizational

documents of the surviving entity become effective.

(b) A surviving entity that is an entity organized under the

laws of a jurisdiction other than this state consents to the

jurisdiction of the courts of this state to enforce any obligation

owed by the constituent entity if, before the merger, the

constituent entity was subject to suit in this state on the

obligation. A surviving entity that is an entity organized under

the laws of a jurisdiction other than this state and not authorized

to transact business in this state appoints the Secretary of State

as its agent for service of process for purposes of enforcing an

obligation under this subsection. Service on the Secretary of State

under this subsection is made in the same manner and with the same

consequences as in subsections (c) and (d) of Section 20 of this

act.
Okla. Stat. tit. 18, § 18-381.31 — OK Code / Title 18 / Section 18-381.31
Directors
Status: in_force

A. The operating and business policies of each association

shall be directed by a board of directors of not less than five nor

more than fifteen persons elected by a majority of the votes of the

members or stockholders present in person or by proxy at the annual

meeting. Directors need not be members or stockholders unless so

required by the association's certificate of incorporation or

bylaws. A majority of the directors shall be bona fide residents of

this state. Directors may be elected for a longer term than one (1)

year if the bylaws so provide, but no director may be elected for a

term longer than three (3) years, and the terms of at least two

directors shall expire each year.

B. If a vacancy occurs with respect to the board of directors,

the remaining directors, though less than a quorum, may fill such

vacancy by electing a director or directors to serve the remainder

of the unexpired term for the class of directors in which such

vacancies exist.

C. The board of directors shall meet each year, following the

annual members' or stockholders' meeting, and shall elect the

officers at such meeting. Such additional meetings of the board of

directors shall or may be held as the bylaws shall require or

permit. A majority of the directors, if present at any meeting,

shall constitute a quorum unless the bylaws otherwise provide.
Okla. Stat. tit. 18, § 18-2045 — OK Code / Title 18 / Section 18-2045
Foreign limited liability company - Name
Status: in_force

Subject to the provisions of Section 2008 of this title, a

foreign limited liability company may register with the Secretary of

State under the name which it is registered in its jurisdiction of

organization and that could be registered by a domestic limited

liability company. If the name of a foreign limited liability

company does not satisfy the requirements of Section 2008 of this

title, the foreign limited liability company may file with the

Secretary of State a statement by its manager duly adopting a

fictitious name that is available, and which satisfies the

requirements of Section 2008 of this title, which shall be used to

the exclusion of its true name when transacting business within this

state.
Okla. Stat. tit. 18, § 18-1127 — OK Code / Title 18 / Section 18-1127
Liability of corporation, etc. - Impairment by certain
Status: in_force

transactions.

LIABILITY OF CORPORATION, ETC.;

IMPAIRMENT BY CERTAIN TRANSACTIONS

The liability of a corporation of this state, or of the

shareholders, directors or officers thereof, or the rights or

remedies of the creditors thereof, or persons doing or transacting

business with the corporation, shall not in any way be lessened or

impaired by the sale of its assets, or by the increase or decrease

in the capital stock of the corporation, or by its merger or

consolidation with one or more corporations or by any change or

amendment in its certificates of incorporation.
Okla. Stat. tit. 18, § 18-432 — OK Code / Title 18 / Section 18-432
Dividends and profits - Reserve fund
Status: in_force

The directors, subject to revision by the stockholders, at any

general or special meeting lawfully called, shall apportion the net

earnings and profits thereof from time to time at least once in each

year in the following manner:

(1) Not less than ten percent (10%) thereof accruing since the

last apportionment shall be set aside in a surplus or reserve fund

until such fund shall equal at least fifty percent (50%) of the paid

up capital stock.

(2) Dividends at a rate not to exceed eight percent (8%) per

annum, may, in the discretion of the directors, be declared upon the

paid up capital stock. Five percent (5%) may be set aside for

educational purposes.

(3) The remainder of such net earnings and profits shall be

apportioned and paid to its members ratably upon the amounts of the

products sold to the corporation by its members, and the amounts of

the purchases of members from the corporation: provided, that if the

bylaws of the corporation shall so provide the directors may

apportion such earnings and profits in part to nonmembers upon the

amounts of their purchases and sales from or to the corporation.
Okla. Stat. tit. 18, § 18-1002 — OK Code / Title 18 / Section 18-1002
Scope of Act
Status: in_force

SCOPE OF ACT

A. The provisions of the Oklahoma General Corporation Act shall

be applicable to every corporation, whether profit or not for

profit, stock or nonstock, existing as of the effective date of this

act or thereafter formed or qualified to transact business in this

state, and to all securities thereof, except to the extent that:

1. any such corporation is expressly excluded from the

operation of the Oklahoma General Corporation Act or portions

thereof; or

2. special provisions concerning any such corporation conflict

with the provisions of the Oklahoma General Corporation Act, in

which case such special provisions shall govern.

B. Any conflicts with the provisions of the Oklahoma General

Corporation Act and any tax or unclaimed property laws of this state

shall be governed by the tax or unclaimed property provisions,

including those provisions relating to personal liability of

corporate officers and directors.

C. The provisions of the Oklahoma General Corporation Act

concerning qualification of foreign corporations and providing

requirements and duties relating to such corporations shall not

apply to insurance companies subject to the jurisdiction of the

Insurance Commissioner or to foreign transportation companies

subject to the jurisdiction of the Corporation Commission, existing

as of the effective date of this act or thereafter qualified to

transact business in this state.
Okla. Stat. tit. 18, § 18-441-807 — OK Code / Title 18 / Section 18-441-807
Removal of director
Status: in_force

REMOVAL OF DIRECTOR. Unless the organic rules otherwise

provide, the following rules apply:

(1) Members may remove a director with or without cause.

(2) A member or members holding at least ten percent (10%) of

the total voting power entitled to be voted in the election of a

director may demand removal of the director by one or more signed

petitions submitted to the officer of the limited cooperative

association charged with keeping its records.

(3) Upon receipt of a petition for removal of a director, an

officer of the association or the board of directors shall:

(A) call a special meeting of members to be held not later

than ninety (90) days after receipt of the petition by

the association; and

(B) mail or otherwise transmit or deliver in a record to

the members entitled to vote on the removal, and to

Oklahoma Statutes - Title 18. Corporations Page 199

the director to be removed, notice of the meeting

which complies with Section 47 of this act.

(4) A director is removed if the votes in favor of removal are

equal to or greater than the votes required to elect the director.
Okla. Stat. tit. 18, § 18-438.13 — OK Code / Title 18 / Section 18-438.13
Division of territory into districts
Status: in_force

The bylaws may provide for the division of the territory served

or to be served by a cooperative into two or more districts for the

nomination and election of trustees and the election and functioning

of district delegates. Such delegates, who shall be members, may

nominate and elect trustees. The bylaws shall prescribe the

boundaries of the districts, or the manner of establishing such

boundaries, and the manner of changing such boundaries, and the

Oklahoma Statutes - Title 18. Corporations Page 129

manner in which such districts shall function. No member at any

district meeting and no district delegate at any meeting shall vote

by proxy or by mail.
Okla. Stat. tit. 18, § 18-441-1408 — OK Code / Title 18 / Section 18-441-1408
Action by Attorney General
Status: in_force

ACTION BY ATTORNEY GENERAL. The Attorney General may maintain

an action to restrain a foreign cooperative from transacting

business in this state in violation of this article.
Okla. Stat. tit. 18, § 18-381.53f — OK Code / Title 18 / Section 18-381.53f
Insurance
Status: in_force

All insured associations shall keep in force, at all times,

insurance covering their deposit accounts to the extent provided by

federal law.
Okla. Stat. tit. 18, § 18-1116 — OK Code / Title 18 / Section 18-1116
Discontinuance of Liquidation
Status: in_force

DISCONTINUANCE OF LIQUIDATION

The liquidation of the assets and business of an insolvent

corporation may be discontinued at any time during the liquidation

proceedings when it is established that cause for liquidation no

longer exists. In such event the district court in its discretion,

and subject to such condition as it may deem appropriate, may

Oklahoma Statutes - Title 18. Corporations Page 490

dismiss the proceedings and direct the receiver or trustee to

redeliver to the corporation all of its remaining property and

assets.
Okla. Stat. tit. 18, § 18-1139 — OK Code / Title 18 / Section 18-1139
Reservation of Corporate Name
Status: reserved

RESERVATION OF CORPORATE NAME

A. The exclusive right to the use of a corporate name, in good

faith, may be reserved by:

1. Any person intending to form a corporation under Title 18 of

the Oklahoma Statutes; or

2. Any corporation organized under the laws of this state

intending to change its name; or

3. Any foreign corporation intending to qualify to transact

business in this state under Title 18 of the Oklahoma Statutes; or

4. Any foreign corporation qualified to transact business in

this state intending to change its name; or

Oklahoma Statutes - Title 18. Corporations Page 511

5. Any person intending to organize a foreign corporation and

intending to have such corporation qualified to transact business in

this state under the laws of this state; or

6. Any corporation whose charter has expired or has been

forfeited intending to renew or revive the corporation under Title

18 of the Oklahoma Statutes.

B. Such reservation shall be made by filing in the Office of

the Secretary of State an application to reserve a specified

corporate name. If the Secretary of State finds that such name is

available for corporate use, he shall reserve the same for the

exclusive use of such applicant for a period of sixty (60) days.

C. The right to the exclusive use of a specified corporate name

so reserved may be transferred to any other person by filing in the

Office of the Secretary of State a notice of such transfer, executed

by the person for whom such name was reserved and specifying the

name and address of the transferee.
Okla. Stat. tit. 18, § 18-481 — OK Code / Title 18 / Section 18-481
Corporation surety authorized
Status: in_force

Whenever any recognizance, stipulation, bond, or undertaking

conditioned for the faithful performance of any duty or for the

doing or refraining from doing anything in such recognizances,

stipulation, bond or undertaking specified, is by law of the State

of Oklahoma required or permitted to be given with one surety, or

with two or more sureties, the execution of the same or the

guaranteeing of the performance of the conditions thereof shall be

sufficient when executed or guaranteed solely by a corporation

incorporated under the laws of the United States, or of any state,

having power to guarantee the fidelity of persons holding positions

of public or private trust, and to execute and guarantee bonds and

undertakings in judicial proceedings: Provided, that such

recognizance, stipulation, bond or undertaking be approved by the

head of department, court, judge, officer, board or body executive,

legislative or judicial, required to approve or execute the same.
Okla. Stat. tit. 18, § 18-1208 — OK Code / Title 18 / Section 18-1208
Duties of officers
Status: in_force

A. Each officer of a benefit corporation shall consider the

interests and factors described in paragraph 1 of subsection A of

Section 7 of this act in the manner provided in paragraph 3 of

subsection A of Section 7 of this act if:

1. The officer has discretion to act with respect to a matter;

and

2. It reasonably appears to the officer that the matter may

have a material effect on the creation by the benefit corporation of

general public benefit or a specific public benefit identified in

the certificate of incorporation of the benefit corporation.

B. The consideration of interests and factors in the manner

provided in subsection A of this section shall not constitute a

violation of the duties of an officer, except as provided in

subsection F of Section 6 of this act.

Oklahoma Statutes - Title 18. Corporations Page 534

C. Except as provided in the certificate of incorporation or

bylaws, an officer shall not be personally liable for monetary

damages for:

1. An action or inaction as an officer in the course of

performing the duties of an officer under subsection A of this

section if the officer was not interested with respect to the action

or inaction; or

2. Failure of the benefit corporation to pursue or create

general public benefit or specific public benefit.

D. An officer shall not have a duty to a person that is a

beneficiary of the general public benefit purpose or a specific

public benefit purpose of a benefit corporation arising from the

status of the person as a beneficiary.

E. An officer who makes a business judgment in good faith

fulfills the duty under this section if the officer:

1. Is not interested in the subject of the business judgment;

2. Is informed with respect to the subject of the business

judgment to the extent the officer reasonably believes to be

appropriate under the circumstances; and

3. Rationally believes that the business judgment is in the

best interests of the benefit corporation.
Okla. Stat. tit. 18, § 18-381.30 — OK Code / Title 18 / Section 18-381.30
Quorum
Status: in_force

At an annual meeting or at any special meeting of the members

any number of members present in person or by proxy eligible to be

voted constitutes a quorum. At an annual meeting or at any special

meeting of a stock association, stockholders of a majority of the

Oklahoma Statutes - Title 18. Corporations Page 41

stock held shall be present in person or by proxy eligible to be

voted to constitute a quorum. A majority of all votes cast at any

meeting of members shall determine any questions unless this act

specifically provides otherwise.
Okla. Stat. tit. 18, § 18-441-405 — OK Code / Title 18 / Section 18-441-405
Approval of amendment
Status: in_force

APPROVAL OF AMENDMENT.

(a) Subject to Section 36 of this act and subsections (c) and

(d) of this section, an amendment to the articles of organization

must be approved by:

(1) At least two-thirds (2/3) of the voting power of members

present at a members meeting called under Section 34 of this act;

and

(2) If the limited cooperative association has investor

members, at least a majority of the votes cast by patron members,

unless the organic rules require a greater percentage vote by patron

members.

(b) Subject to Section 36 of this act and subsections (c), (d),

(e) and (f) of this section, an amendment to the bylaws must be

approved by:

Oklahoma Statutes - Title 18. Corporations Page 184

(1) At least a majority vote of the voting power of all members

present at a members meeting called under Section 34 of this act,

unless the organic rules require a greater percentage; and

(2) If a limited cooperative association has investor members,

a majority of the votes cast by patron members, unless the organic

rules require a larger affirmative vote by patron members.

(c) The organic rules may require that the percentage of votes

under paragraph (1) of subsection (a) of this section or paragraph

(1) of subsection (b) of this section be:

(1) A different percentage that is not less than a majority of

members voting at the meeting;

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

(d) Consent in a record by a member must be delivered to a

limited cooperative association before delivery of an amendment to

the articles of organization or restated articles of organization

for filing pursuant to Section 39 of this act, if as a result of the

amendment the member will have:

(1) Personal liability for an obligation of the association; or

(2) An obligation or liability for an additional contribution.

(e) The vote required to amend bylaws must satisfy the

requirements of subsection (a) of this section if the proposed

amendment modifies:

(1) The equity capital structure of the limited cooperative

association, including the rights of the association’s members to

share in profits or distributions, or the relative rights,

preferences, and restrictions granted to or imposed upon one or more

districts, classes, or voting groups of similarly situated members;

(2) The transferability of a member’s interest;

(3) The manner or method of allocation of profits or losses

among members;

(4) The quorum for a meeting and the rights of voting and

governance; or

(5) Unless otherwise provided in the organic rules, the terms

for admission of new members.

(f) Except for the matters described in subsection (e) of this

section, the articles of organization may delegate amendment of all

or a part of the bylaws to the board of directors without requiring

member approval.

(g) If the articles of organization delegate amendment of

bylaws to the board of directors, the board shall provide a

description of any amendment of the bylaws made by the board to the

members in a record not later than thirty (30) days after the

amendment, but the description may be provided at the next annual

members meeting if the meeting is held within the thirty-day period.
Okla. Stat. tit. 18, § 18-603 — OK Code / Title 18 / Section 18-603
Request from counties to telephone line owners for future
Status: in_force

installation information.

Any county may send out a one-time request for information

regarding the future installation of lines, poles or wires to the

owner of any telephone line operated in the public right-of-way of

the county road system of the requesting county. Upon receipt of

the request, the owner of the telephone line shall provide to that

county notice of the date of installation, the name and contact

number of the installation manager or supervisor, and the location

of the lines, poles or wires.
Okla. Stat. tit. 18, § 18-438.34 — OK Code / Title 18 / Section 18-438.34
Partial invalidity
Status: in_force

If any provision of this act, or the application of such

provision to any person or circumstance is held invalid, the

remainder of the act and the application of such provisions to other

persons or circumstances shall not be affected thereby.
Okla. Stat. tit. 18, § 18-441-110 — OK Code / Title 18 / Section 18-441-110
Relation to restraint of trade and antitrust laws
Status: in_force

RELATION TO RESTRAINT OF TRADE AND ANTITRUST LAWS. To the

extent a limited cooperative association or activities conducted by

the association in this state meet the material requirements for

other cooperatives entitled to an exemption from or immunity under

any provision of Title 79 of the Oklahoma Statutes, the association

and its activities are entitled to the exemption or immunity. This

section does not create any new exemption or immunity for an

association or affect any exemption or immunity provided to a

cooperative organized under any other law.
Okla. Stat. tit. 18, § 18-2004 — OK Code / Title 18 / Section 18-2004
Filing the articles of organization
Status: in_force

FILING THE ARTICLES OF ORGANIZATION

A. One or more persons may form a limited liability company

upon the filing of executed articles of organization with the Office

of the Secretary of State.

B. 1. When the articles of organization become effective, the

proposed organization becomes a limited liability company under the

name and subject to the purposes, conditions, and provisions stated

in the articles. A limited liability company formed under the

Oklahoma Limited Liability Company Act is a separate legal entity,

the existence of which as a separate legal entity continues until

cancellation of the limited liability company's articles of

organization and completion of its winding up, if any.

2. Filing of the articles by the Office of the Secretary of

State is conclusive evidence of the formation of the limited

liability company.

3. A limited liability company's status for tax purposes shall

not affect its status as a separate legal entity formed under the

Oklahoma Limited Liability Company Act.
Okla. Stat. tit. 18, § 18-588 — OK Code / Title 18 / Section 18-588
Benevolent corporations may own real or personal property
Status: in_force

Any charitable corporation, including chartered fraternal, grand

and subordinate lodges and societies, are hereby empowered to

receive, either by way of gift, purchase, grant, devise or by will,

real or personal property, and to hold the same, and to dispose of

the same in the carrying out of the purposes of the corporation,

society or lodge.
Okla. Stat. tit. 18, § 18-1105 — OK Code / Title 18 / Section 18-1105
Dissolution or Forfeiture of Charter by Decree of Court -
Status: in_force

Filing.

DISSOLUTION OR FORFEITURE OF CHARTER BY DECREE OF COURT; FILING

Whenever any corporation is dissolved or its charter forfeited

by decree or judgment of the district court, the decree or judgment

shall be immediately filed by the clerk in the court of the county

in which the decree or judgment was entered, in the Office of the

Secretary of State, and a note thereof shall be made by the

Secretary of State on the corporation's charter or certificate of

incorporation and on the index thereof.
Okla. Stat. tit. 18, § 18-583 — OK Code / Title 18 / Section 18-583
Fraternal beneficiary societies - Change of name
Status: in_force

Any fraternal beneficiary society incorporated under the laws of

this state may change its corporate name on application by its

governing body to the Insurance Commissioner of the state. The name

selected shall not be such as will appear to be so near the name of

any other association or society now doing business in this state as

to cause confusion in the minds of the people, or to interfere with

the corporate name of such existing association or corporation. On

the approval of the Insurance Commissioner the Secretary of State

shall cause an amended charter to issue, signed by the Governor and

attested by the seal of state, changing the name of such beneficiary

society in accordance with the recommendation of the Insurance

Commissioner, and such change of name shall have the same effect as

if originally set forth in the original articles of incorporation.
Okla. Stat. tit. 18, § 18-1004.1 — OK Code / Title 18 / Section 18-1004.1
Application of act to nonstock corporations
Status: in_force

APPLICATION OF ACT TO NONSTOCK CORPORATIONS

A. Except as otherwise provided in subsections B and C of this

section, the provisions of this chapter shall apply to nonstock

corporations in the manner specified in paragraphs 1 through 4 of

this subsection:

1. All references to shareholders of the corporation shall be

deemed to refer to members of the corporation;

2. All references to the board of directors of the corporation

shall be deemed to refer to the governing body of the corporation;

3. All references to directors or to members of the board of

directors of the corporation shall be deemed to refer to members of

the governing body of the corporation; and

4. All references to stock, capital stock, or shares thereof of

a corporation authorized to issue capital stock shall be deemed to

refer to memberships of a nonprofit nonstock corporation and to

membership interests of any other nonstock corporation.

B. Subsection A of this section shall not apply to:

1. This subsection or to paragraph 4 of subsection A and

paragraphs 1 and 2 of subsection B of Section 1006, subsection A of

Section 1013, Sections 1027, 1035, 1060 and 1073, subsection B of

Section 1075, and Sections 1076, 1077, 1083, 1084, 1085, 1086, 1087,

1092, 1097, 1119 and 1120 of this title, which apply to nonstock

corporations by their terms; and

2. Subsection B of Section 1013, Sections 1032, 1033, 1034,

1036, 1037, subsection D of 1038, 1039, 1042, 1043, 1044, 1045,

1046, 1047, Sections 22 and 23 of this act, 1056, 1057, 1058, 1059,

1061, 1064, 1067, 1075.1, 1078, 1079, 1081, 1082, 1083.1, 1090.3,

1095, 1096, 1130 through 1138, and 1142 of this title.

C. In the case of a nonprofit, nonstock corporation, subsection

A of this section shall not apply to:

1. The sections listed in subsection B of this section; and

2. Paragraph 3 of subsection B of Section 1006, paragraph 2 of

subsection A of Section 1030, Sections 1032 through 1055, 1062,

subsections A and B of 1063, and 1091 of this title.

D. For purposes of the Oklahoma General Corporation Act:

Oklahoma Statutes - Title 18. Corporations Page 297

1. A “charitable nonstock corporation” is any nonprofit

nonstock corporation that is exempt from taxation under Section

501(c)(3) of the United States Internal Revenue Code, 26 U.S.C.

Section 501(c)(3), or any successor provisions;

2. A “membership interest” is, unless otherwise provided in a

nonstock corporation’s certificate of incorporation, a member’s

share of the profits and losses of a nonstock corporation, or a

member’s right to receive distributions of the nonstock

corporation’s assets, or both;

3. A “nonprofit nonstock corporation” is a nonstock corporation

that does not have membership interests;

4. A “nonstock corporation” is any corporation organized under

the Oklahoma General Corporation Act that is not authorized to issue

capital stock; and

5. The terms “not-for-profit” and “nonprofit” are synonymous.
Okla. Stat. tit. 18, § 18-441-517 — OK Code / Title 18 / Section 18-441-517
Districts and delegates - Classes of members
Status: in_force

DISTRICTS AND DELEGATES; CLASSES OF MEMBERS.

(a) The organic rules may provide for the formation of

geographic districts of patron members and:

Oklahoma Statutes - Title 18. Corporations Page 192

(1) For the conduct of patron member meetings by districts and

the election of directors at the meetings; or

(2) That districts may elect district delegates to represent

and vote for the district at members meetings.

(b) A delegate elected under paragraph (2) of subsection (a) of

this section has one vote unless voting power is otherwise allocated

by the organic rules.

(c) The organic rules may provide for the establishment of

classes of members, for the preferences, rights, and limitations of

the classes, and:

(1) For the conduct of members meetings by classes and the

election of directors at the meetings; or

(2) That classes may elect class delegates to represent and

vote for the class in members meetings.

(d) A delegate elected under paragraph (2) of subsection (c) of

this section has one vote unless voting power is otherwise allocated

by the organic rules.
Okla. Stat. tit. 18, § 18-2038 — OK Code / Title 18 / Section 18-2038
Decree of dissolution
Status: in_force

On application by or for a member, the district court may decree

dissolution of a limited liability company whenever it is not

reasonably practicable to carry on the business in conformity with

the articles of organization or operating agreement.
Okla. Stat. tit. 18, § 18-438.35 — OK Code / Title 18 / Section 18-438.35
Act deemed amendment of Constitution
Status: in_force

It is hereby expressly declared by the Legislature that this

entire act is an amendment to, and alteration of, Section 18 through

Section 34 inclusive of Article IX of the Constitution of the State

of Oklahoma, as authorized by Section 35 of Article IX of said

Constitution.
Okla. Stat. tit. 18, § 18-441-404 — OK Code / Title 18 / Section 18-441-404
Voting by district, class, or voting group
Status: in_force

VOTING BY DISTRICT, CLASS, OR VOTING GROUP.

(a) This section applies if the organic rules provide for

voting by district or class, or if there is one or more identifiable

voting groups that a proposed amendment to the organic rules would

affect differently from other members with respect to matters

identified in paragraphs (1) through (5) of subsection (e) of

Section 37 of this act. Approval of the amendment requires the same

percentage of votes of the members of that district, class, or

voting group required in Sections 37 and 53 of this act.

(b) If a proposed amendment to the organic rules would affect

members in two or more districts or classes entitled to vote

separately under subsection (a) of this section in the same or a

substantially similar way, the districts or classes affected must

vote as a single voting group unless the organic rules otherwise

provide for separate voting.
Okla. Stat. tit. 18, § 18-1114 — OK Code / Title 18 / Section 18-1114
Substitution of Trustee or Receiver as Party - Abatement
Status: in_force

of Actions.

SUBSTITUTION OF TRUSTEE OR RECEIVER

AS PARTY; ABATEMENT OF ACTIONS

A trustee or receiver, upon application by him in the court in

which any suit is pending, shall be substituted as party plaintiff

in the place of the corporation in any suit or proceeding which was

so pending at the time of his appointment. No action against a

trustee or receiver of a corporation shall abate by reason of his

death, but, upon suggestion of the facts of the record, shall be

continued against his successor or against the corporation in case

no new trustee or receiver is appointed.
Okla. Stat. tit. 18, § 18-2009 — OK Code / Title 18 / Section 18-2009
Reservation and transfer of company name
Status: reserved

Oklahoma Statutes - Title 18. Corporations Page 544

A. The exclusive right to use a specified name for a domestic

or foreign limited liability company, in good faith, may be reserved

by:

1. A person who intends to organize a domestic limited

liability company or a foreign limited liability company to be

registered in this state and to adopt that name;

2. A domestic limited liability company or a foreign limited

liability company registered in this state which proposes to adopt

that name; or

3. A foreign limited liability company which intends to

register in this state and adopt that name.

B. A person seeking to reserve a specified name shall file an

application executed by the applicant with the Secretary of State

and pay the filing fee required by law. If the Secretary of State

finds that the name is available for use by a domestic or foreign

limited liability company, he shall reserve the name for the

exclusive use of the applicant for a period of sixty (60) days.

C. The right to the exclusive use of a reserved name may be

transferred to any other person by filing in the Office of the

Secretary of State a notice of the transfer, executed by the

applicant for whom the name was reserved and specifying the name and

address of the transferee.
Okla. Stat. tit. 18, § 18-437.8 — OK Code / Title 18 / Section 18-437.8
Board of trustees
Status: in_force

(a) The business and affairs of a cooperative shall be managed

by a board of not less than five (5) trustees, each of whom shall be

a member of the cooperative or of another cooperative which shall be

a member thereof. The bylaws shall prescribe the number of

trustees, their qualifications, other than those provided for in

this act, the manner of holding meetings of the board of trustees

and of the election of successors to trustees who shall resign, die,

or otherwise be incapable of acting. The bylaws may also provide

for the removal of trustees from office and for the election of

their successors. Without approval of the members, trustees shall

not receive any salaries for their services as trustees. The bylaws

may, however, provide that a fixed fee and expenses of attendance,

if any, may be allowed to each trustee for attendance at each

meeting of the board of trustees and such other meetings, seminars,

workshops, conferences or for other business purposes authorized by

the board of trustees.

(b) The trustees of a cooperative named in any articles of

incorporation, consolidation, merger or conversion, as the case may

be, shall hold office until the next following annual meeting of the

members or until their successors shall have been elected and

qualified. At each annual meeting or, in case of failure to hold

the annual meeting as specified in the bylaws, at a special meeting

called for that purpose, the members shall elect trustees to hold

office until the next following annual meeting of the members,

except as hereinafter otherwise provided. Each trustee shall hold

office for the term for which he is elected or until his successor

shall have been elected and qualified.

(c) The officers of a cooperative shall consist of a president,

secretary and treasurer, who shall be elected annually by and from

the board of trustees. No person shall continue to hold any of the

above offices after he shall have ceased to be a trustee. The

offices of secretary and/or treasurer may be held by the same

person. The board of trustees may also elect or appoint a chief

executive or operating officer or such other officers, agents, or

employees, whether or not such persons are trustees of the

cooperative, as it shall deem necessary or advisable and shall

prescribe the powers and duties thereof. Any officer may be removed

from office and his successor elected in the manner prescribed in

the bylaws. Vacancies in office may be filled by the board of

trustees.

(d) The bylaws may provide that, in lieu of electing the whole

number of trustees annually, the trustees shall be divided into

three classes at the first or any subsequent annual meeting, each

class to be as nearly equal in number as possible, with the term of

office of the trustees of the first class to expire at the next

succeeding annual meeting and the term of the second class to expire

Oklahoma Statutes - Title 18. Corporations Page 112

at the second succeeding annual meeting, and the term of the third

class to expire at the third succeeding annual meeting. At each

annual meeting after such classification a number of trustees equal

to the number of the class whose term expires at the time of such

meeting shall be elected to hold office until the third succeeding

annual meeting.

(e) A majority of the board of trustees shall constitute a

quorum.

(f) If a husband and wife hold a joint membership in a

cooperative, either one, but not both, may be elected a trustee.

(g) The board of trustees may exercise all of the powers of a

cooperative except such as are conferred upon the members by this

act, or its articles of incorporation or bylaws.