Okla. Stat. tit. 18, § 18-381.66d — OK Code / Title 18 / Section 18-381.66d
Merger of stock association into national banking
Status: in_force

association - Rights and liabilities of association and stockholders

- Applicable law.

Nothing in the law of this state shall restrict the right of a

stock association to merge with and into a national banking

association. The action to be taken by a constituent stock

association and its rights and liabilities and those of its

stockholders shall be the same as those prescribed for national

banking associations at the time of the action by the applicable

laws of the United States and not by the laws of this state. Upon

the completion of the merger with and into a national banking

association, the certificate of authority and the certificate of

incorporation of any merging stock association shall automatically

terminate.
Okla. Stat. tit. 18, § 18-381.52b — OK Code / Title 18 / Section 18-381.52b
Deposit accounts that may be provided
Status: in_force

An association may provide all types of deposit accounts unless

otherwise provided by rule of the State Banking Commissioner or

applicable federal law.
Okla. Stat. tit. 18, § 18-1023 — OK Code / Title 18 / Section 18-1023
Change of location of registered office; change of
Status: in_force

registered agent.

CHANGE OF LOCATION OF REGISTERED OFFICE;

CHANGE OF REGISTERED AGENT

Any corporation, by resolution of its board of directors, may

change the location of its registered office in this state to any

other place in this state. By like resolution, the registered agent

of a corporation may be changed to any other person or corporation,

including itself. In either such case, the resolution shall be as

detailed in its statement as is required by the provisions of

paragraph 2 of subsection A of Section 1006 of this title. Upon the

adoption of such a resolution, a certificate certifying the change

shall be executed, acknowledged and filed in accordance with the

provisions of Section 1007 of this title.
Okla. Stat. tit. 18, § 18-2066 — OK Code / Title 18 / Section 18-2066
No effect on other limited liability companies
Status: in_force

NO EFFECT ON OTHER LIMITED LIABILITY COMPANIES.

This act shall not affect a statute or rule of law that is

applicable to a limited liability company that is not a public

benefit limited liability company.
Okla. Stat. tit. 18, § 18-1073 — OK Code / Title 18 / Section 18-1073
Consent of shareholders in lieu of meeting
Status: in_force

CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

A. Unless otherwise provided for in the certificate of

incorporation, any action required by the provisions of the Oklahoma

General Corporation Act to be taken at any annual or special meeting

of shareholders of a corporation or any action which may be taken at

any annual or special meeting of shareholders, may be taken without

a meeting, without prior notice, and without a vote, if a consent or

consents, setting forth the action so taken, shall be signed by the

holders of outstanding stock having not less than the minimum number

of votes that would be necessary to authorize or take the action at

a meeting at which all shares entitled to vote thereon were present

and voted and shall be delivered to the corporation in the manner

required by this section.

B. Unless otherwise provided for in the certificate of

incorporation, any action required by the provisions of the Oklahoma

General Corporation Act to be taken at a meeting of the members of a

nonstock corporation, or any action which may be taken at any

meeting of the members of a nonstock corporation, may be taken

without a meeting, without prior notice and without a vote, if a

consent or consents, setting forth the action taken, shall be signed

by members having not less than the minimum number of votes that

would be necessary to authorize or take such action at a meeting at

which all members having a right to vote thereon were present and

voted and shall be delivered to the corporation in the manner

required by this section.

C. A consent must be set forth in writing or in an electronic

transmission. No consent shall be effective to take the corporate

action referred to therein unless consent signed by a sufficient

number of holders or members to take action is delivered to the

corporation in the manner required by this section within sixty (60)

days of the first date on which a consent is so delivered to the

corporation. Any person executing a consent may provide, whether

through instruction to an agent or otherwise, that such a consent

will be effective at a future time including a time determined upon

Oklahoma Statutes - Title 18. Corporations Page 398

the happening of an event, no later than sixty (60) days after such

instruction is given or such provision is made if evidence of such

instruction or provision is provided to the corporation. If the

person is not a shareholder or member of record when the consent is

executed, the consent shall not be valid unless the person is a

shareholder or member of record as of the record date for

determining shareholders or members entitled to consent to the

action. Unless otherwise provided, any such consent shall be

revocable prior to its becoming effective. All references to a

“consent” in this section mean a consent permitted by this section.

D. A consent permitted by this section shall be delivered:

1. To the principal place of business of the corporation;

2. To an officer or agent of the corporation who has custody of

the book in which proceedings of meetings of shareholders or members

are recorded;

3. To the registered office of the corporation in this state in

person or by certified or registered mail, return receipt requested;

or

4. In accordance with Section 1014.3 of this title to an

information processing system, if any, designated by the corporation

for receiving such consents. Consent delivered under this paragraph

shall set forth or be delivered with information that enables the

corporation to determine the date of delivery of such consent and

the identity of the person giving such consent. If such consent is

given by a person authorized to act for a shareholder or member as

proxy, such consent shall comply with the applicable provisions of

paragraphs 2 and 3 of subsection C of Section 1075.2 of this title.

Any copy, facsimile, or other reliable reproduction of a consent

in writing may be substituted or used in lieu of the original

writing for any purposes for which the original writing could be

used, provided that the copy, facsimile, or other reliable

reproduction shall be a complete reproduction of the entire original

writing. A consent may be documented and signed in accordance with

Section 1014.3 of this title, and when so documented and signed

shall be deemed to be in writing for purposes of this title. If

such consent is delivered under paragraph 1, 2, or 3 of this

subsection, such consent must be reproduced and delivered in paper

form.

E. Prompt notice of the taking of the corporate action without

a meeting by less than unanimous consent shall be given to those

shareholders or members who have not consented and who, if the

action had been taken at a meeting, would have been entitled to

notice of the meeting if the record date for notice of the meeting

had been the date that consents signed by a sufficient number of

shareholders or members to take the action were delivered to the

corporation as provided in this section. In the event that the

action for which consent is given is an action that would have

Oklahoma Statutes - Title 18. Corporations Page 399

required the filing of a certificate under any other section of this

title if the action had been voted on by shareholders or by members

at a meeting thereof the certificate filed under the other section

shall state, in lieu of any statement required by the section

concerning any vote of shareholders or members, that consent has

been given in accordance with the provisions of this section.
Okla. Stat. tit. 18, § 18-421 — OK Code / Title 18 / Section 18-421
Corporations authorized - Formation - Purposes
Status: in_force

Ten or more persons may form a corporation for the purpose of

conducting an agricultural, dairy, livestock, irrigation,

horticultural, mercantile, mining, manufacturing, mechanical, or

industrial business upon a co-operative plan, and with their

associates, successors and assigns may become and be a body politic

and corporate by complying with the provisions of this act.
Okla. Stat. tit. 18, § 18-1057 — OK Code / Title 18 / Section 18-1057
Voting Rights of Shareholders - Proxies - Limitations
Status: in_force

VOTING RIGHTS OF SHAREHOLDERS; PROXIES; LIMITATIONS

Oklahoma Statutes - Title 18. Corporations Page 379

A. Unless otherwise provided for in the certificate of

incorporation and subject to the provisions of Section 1058 of this

title, each shareholder shall be entitled to one vote for each share

of capital stock held by the shareholder. If the certificate of

incorporation provides for more or less than one vote for any share

on any matter, every reference in Section 1001 et seq. of this title

to a majority or other proportion of stock, voting stock or shares

shall refer to such majority or other proportion of the votes of

such stock, voting stock or shares.

B. Each shareholder entitled to vote at a meeting of

shareholders or to express consent or dissent to corporate action in

writing without a meeting may authorize another person or persons to

act for the shareholder by proxy, but no proxy shall be voted or

acted upon after three (3) years from its date, unless the proxy

provides for a longer period.

C. Without limiting the manner in which a shareholder may

authorize another person or persons to act as a proxy pursuant to

subsection B of this section, the following shall constitute a valid

means by which a shareholder may grant such authority:

1. A shareholder or the shareholder’s authorized officer,

director, employee, or agent may execute a writing authorizing

another person or persons to act for him or her as proxy.

2. A shareholder may authorize another person or persons to act

for him or her as proxy by transmitting or authorizing the

transmission of a telegram, cablegram, or other means of electronic

transmission to the person who will be the holder of the proxy or to

a proxy solicitation firm, proxy support service organization, or

like agent duly authorized by the person who will be the holder of

the proxy to receive the transmission; provided, that any telegram,

cablegram, or other means of electronic transmission must either set

forth, or be submitted with information from which it can be

determined, that the telegram, cablegram, or other electronic

transmission was authorized by the shareholder. If it is determined

that telegrams, cablegrams, or other electronic transmissions are

valid, the inspectors or, if there are no inspectors, any other

person making that determination shall specify the information upon

which they relied.

3. The authorization of a person to act as a proxy may be

documented, signed, and delivered in accordance with Section 1014.3

of this title, provided that the authorization shall set forth, or

be delivered with information enabling the corporation to determine,

the identity of the shareholder granting the authorization.

D. Any copy, facsimile telecommunication, or other reliable

reproduction of the writing or transmission created pursuant to

subsection C of this section may be substituted or used in lieu of

the original writing or transmission for any and all purposes for

which the original writing or transmission could be used; provided,

Oklahoma Statutes - Title 18. Corporations Page 380

that the copy, facsimile telecommunication, or other reproduction

shall be a complete reproduction of the entire original writing or

transmission.

E. A duly executed proxy shall be irrevocable if it states that

it is irrevocable and if, and only as long as, it is coupled with an

interest sufficient in law to support an irrevocable power. A proxy

may be made irrevocable regardless of whether the interest with

which it is coupled is an interest in the stock itself or an

interest in the corporation generally.
Okla. Stat. tit. 18, § 18-1083 — OK Code / Title 18 / Section 18-1083
Merger of parent corporation and subsidiary corporation
Status: in_force

or corporations.

MERGER OF PARENT CORPORATION AND SUBSIDIARY

Oklahoma Statutes - Title 18. Corporations Page 426

CORPORATION OR CORPORATIONS

A. In any case in which at least ninety percent (90%) of the

outstanding shares of each class of stock of a corporation or

corporations, other than a corporation which has in its certificate

of incorporation the provision required by division (1) of

subparagraph g of paragraph 1 of subsection G of Section 1081 of

this title of which class there are outstanding shares that, absent

this subsection, would be entitled to vote on such merger, is owned

by a domestic corporation or a foreign corporation, and one or more

of such corporations is a domestic corporation, unless the laws of

the jurisdiction or jurisdictions under which the foreign

corporation or corporations are organized prohibit such merger, the

parent corporation may either merge the subsidiary corporation or

corporations into itself and assume all of its or their obligations,

or merge itself, or itself and one or more of the other subsidiary

corporations, into one of the other subsidiary corporations by

executing, acknowledging, and filing, in accordance with the

provisions of Section 1007 of this title, a certificate of ownership

and merger setting forth a copy of the resolution of its board of

directors to merge and the date of its adoption; provided, however,

that in case the parent corporation shall not own all the

outstanding stock of all the subsidiary corporations which are

parties to the merger, the resolution of the board of directors of

the parent corporation shall state the terms and conditions of the

merger, including the securities, cash, property, or rights to be

issued, paid, delivered, or granted by the surviving corporation

upon surrender of each share of the subsidiary corporation or

corporations not owned by the parent corporation or the cancellation

of some or all of the shares. Any of the terms of the resolution of

the board of directors to so merge may be made dependent upon facts

ascertainable outside of such resolution, provided that the manner

in which such facts shall operate upon the terms of the resolution

is clearly and expressly set forth in the resolution. The term

"facts", as used in the preceding sentence includes, but is not

limited to, the occurrence of any event including a determination or

action by any person or body, including the corporation. If the

parent corporation is not the surviving corporation, the resolution

shall include provision for the pro rata issuance of stock of the

surviving corporation to the holders of the stock of the parent

corporation on surrender of any certificates therefor, and the

certificate of ownership and merger shall state that the proposed

merger has been approved by a majority of the outstanding stock of

the parent corporation entitled to vote thereon at a meeting thereof

duly called and held after twenty (20) days' notice of the purpose

of the meeting is mailed to each shareholder at the shareholder's

address as it appears on the records of the corporation if the

parent corporation is a domestic corporation or shall state that the

Oklahoma Statutes - Title 18. Corporations Page 427

proposed merger has been adopted, approved, certified, executed, and

acknowledged by the parent corporation in accordance with the laws

under which it is organized if the parent corporation is a foreign

corporation. If the surviving corporation is a foreign corporation,

the provisions of subsection D of Section 1082 of this title or

subsection C of Section 1087 of this title, as applicable, shall

also apply to a merger pursuant to the provisions of this section,

and the terms and conditions of the merger shall obligate the

surviving corporation to provide the agreement, and take the

actions, required by subsection D of Section 1082 of this title or

subsection C of Section 1087 of this title, as applicable.

B. Subject to the provisions of paragraph 1 of subsection A of

Section 1006 of this title, if the surviving corporation is an

Oklahoma corporation, it may change its corporate name by the

inclusion of a provision to that effect in the resolution of merger

adopted by the directors of the parent corporation and set forth in

the certificate of ownership and merger, and upon the effective date

of the merger, the name of the corporation shall be changed.

C. The provisions of subsection D of Section 1081 of this title

shall apply to a merger pursuant to the provisions of this section,

and the provisions of subsection E of Section 1081 of this title

shall apply to a merger pursuant to the provisions of this section

in which the surviving corporation is the subsidiary corporation and

is a domestic corporation. For purposes of this subsection,

references to "agreement of merger" in subsections D and E of

Section 1081 of this title shall mean the resolution of merger

adopted by the board of directors of the parent corporation. Any

merger which effects any changes other than those authorized by the

provisions of this section or made applicable by this subsection

shall be accomplished in accordance with the provisions of Section

1081, 1082, 1083.1, 1085 or 1087 of this title. The provisions of

Section 1091 of this title shall not apply to any merger effected

pursuant to the provisions of this section, except as provided for

in subsection D of this section.

D. In the event all of the stock of a subsidiary Oklahoma

corporation party to a merger effected pursuant to the provisions of

this section is not owned by the parent corporation immediately

prior to the merger, the shareholders of the subsidiary Oklahoma

corporation party to the merger shall have appraisal rights as set

forth in Section 1091 of this title.

E. This section shall apply to nonstock corporations if the

parent corporation is such a corporation and is the surviving

corporation of the merger; provided, however, that references to the

directors of the parent corporation shall be deemed to be references

to members of the governing body of the parent corporation, and

references to the board of directors of the parent corporation shall

Oklahoma Statutes - Title 18. Corporations Page 428

be deemed to be references to the governing body of the parent

corporation.

F. Nothing in this section shall be deemed to authorize the

merger of a corporation with a charitable nonstock corporation, if

the charitable status of such charitable nonstock corporation would

thereby be lost or impaired.
Okla. Stat. tit. 18, § 18-381.20 — OK Code / Title 18 / Section 18-381.20
Payment into escrow account - Required savings capital
Status: in_force

A. Before a certificate of authority is issued for a new mutual

association, there shall be paid into the escrow fund as

subscriptions to deposit accounts of the proposed association such

aggregate amount as the State Banking Commissioner shall deem

adequate, but, if insured, not less than an amount necessary to meet

the requirements of the Federal Deposit Insurance Corporation. If

the organizers intend to organize and operate the association

without federal insurance on its deposit accounts, the amount paid

into the escrow fund as subscriptions to deposit accounts of the

proposed association shall be at the sole discretion of the

Commissioner.

B. No permanent capital stock association may be organized

hereafter unless, prior to the filing of its certificate of

incorporation, such amounts of its permanent capital stock as the

Commissioner shall deem adequate, but, if insured, not less than an

amount necessary to meet the requirements of the Federal Deposit

Insurance Corporation shall have been subscribed for and paid for in

lawful money of the United States. If the organizers intend to

organize and operate the association without federal insurance on

its deposit accounts, the amount of permanent capital stock required

shall be at the sole discretion of the Commissioner.
Okla. Stat. tit. 18, § 18-1108 — OK Code / Title 18 / Section 18-1108
Notices to Shareholders and Creditors
Status: in_force

NOTICES TO SHAREHOLDERS AND CREDITORS

All notices required to be given to shareholders and creditors

in any action in which a receiver or trustee for a corporation was

appointed shall be given by the district court, unless otherwise

ordered by the court.
Okla. Stat. tit. 18, § 18-441-1403 — OK Code / Title 18 / Section 18-441-1403
Activities not constituting transacting business
Status: in_force

ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.

(a) Activities of a foreign cooperative which do not constitute

transacting business in this state under this article include:

(1) Maintaining, defending, and settling an action or

proceeding;

(2) Holding meetings of the foreign cooperative’s members or

directors or carrying on any other activity concerning the foreign

cooperative’s internal affairs;

(3) Maintaining accounts in financial institutions;

(4) Maintaining offices or agencies for the transfer, exchange,

and registration of the foreign cooperative’s own securities or

maintaining trustees or depositories with respect to those

securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or

electronic means, through employees, agents, or otherwise, if the

Oklahoma Statutes - Title 18. Corporations Page 222

orders require acceptance outside this state before they become

contracts;

(7) Creating or acquiring indebtedness, mortgages, or security

interests in real or personal property;

(8) Securing or collecting debts or enforcing mortgages or

other security interests in property securing the debts, and

holding, protecting, and maintaining property so acquired;

(9) Conducting an isolated transaction that is completed within

thirty (30) days and is not one in the course of similar

transactions; and

(10) Transacting business in interstate commerce.

(b) For purposes of this article, the ownership in this state

of income-producing real property or tangible personal property,

other than property excluded under subsection (a) of this section,

constitutes transacting business in this state.

(c) This section does not apply in determining the contacts or

activities that may subject a foreign cooperative to service of

process, taxation, or regulation under law of this state other than

the Uniform Limited Cooperative Association Act of 2009.
Okla. Stat. tit. 18, § 18-441-802 — OK Code / Title 18 / Section 18-441-802
No liability as director for limited cooperative
Status: in_force

association’s obligations.

NO LIABILITY AS DIRECTOR FOR LIMITED COOPERATIVE ASSOCIATION’S

OBLIGATIONS. A debt, obligation, or other liability of a limited

cooperative association is solely that of the association and is not

a debt, obligation, or liability of a director solely by reason of

being a director. An individual is not personally liable, directly

or indirectly, for an obligation of an association solely by reason

of being a director.
Okla. Stat. tit. 18, § 18-584 — OK Code / Title 18 / Section 18-584
Use of society name exclusive
Status: in_force

No person, society, association or corporation shall assume,

adopt or use the name of a humane, fraternal or charitable

organization, incorporated under the laws of this or of any other

state of the United States, or a name so nearly resembling the name

of such incorporated organization as to be a colorable imitation

thereof, or calculated to deceive persons not members, with respect

to such corporation. In all cases where two or more of such

societies, associations or corporations claim the right to the same

name, or to names substantially similar as above provided, the

organization which was first organized and used the name, and first

became incorporated under the laws of the United States or of any

state of the Union, shall be entitled in this state to the prior and

exclusive use of such name, and the rights of such societies,

associations or corporations, and of their individual members shall

be fixed and determined accordingly.
Okla. Stat. tit. 18, § 18-552.1 — OK Code / Title 18 / Section 18-552.1
Citation
Status: in_force

This act may be cited as the Oklahoma Solicitation of Charitable

Contributions Act.
Okla. Stat. tit. 18, § 18-381.2a — OK Code / Title 18 / Section 18-381.2a
Successor agency to Federal Savings and Loan Insurance
Status: in_force

Corporation - Construction of terms.

Wherever the terms "Federal Savings and Loan Insurance

Corporation" or "FSLIC" appear in the Oklahoma Statutes, such terms

shall be deemed to refer to the successor agency to the Federal

Savings and Loan Insurance Corporation established pursuant to

federal law.
Okla. Stat. tit. 18, § 18-2054.6 — OK Code / Title 18 / Section 18-2054.6
Conversion of a protected series to a registered
Status: in_force

series.

CONVERSION OF A PROTECTED SERIES TO A REGISTERED SERIES

A. A protected series of a domestic limited liability company

may convert to a registered series of the domestic limited liability

company by complying with this section and filing in the Office of

the Secretary of State in accordance with Section 2007 of Title 18

of the Oklahoma Statutes:

1. Articles of conversion of protected series to registered

series that have been executed in accordance with Section 2006 of

Title 18 of the Oklahoma Statutes; and

Oklahoma Statutes - Title 18. Corporations Page 600

2. Articles of registered series that comply with subsection D

of Section 14 of this act and have been executed by one or more

authorized persons in accordance with Section 2006 of Title 18 of

the Oklahoma Statutes. Each of the articles required by this

subsection shall be filed simultaneously in the Office of the

Secretary of State and, if the articles are not to become effective

upon their filing as permitted by subsection C of Section 2007 of

Title 18 of the Oklahoma Statutes, then each of the articles shall

provide for the same effective date or time in accordance with

subsection C of Section 2007 of Title 18 of the Oklahoma Statutes.

Upon the filing of a certificate of conversion of protected series

to registered series, or upon the future effective date or time of a

certificate of conversion of protected series to registered series,

the protected series with respect to which such filing is made is

converted to a registered series with the effect provided in this

section. An existing series may not become a registered series

other than under this section.

B. If the operating agreement specifies the manner of

authorizing a conversion of a protected series of the limited

liability company to a registered series of the limited liability

company, the conversion of a protected series to a registered series

shall be authorized as specified in the operating agreement. If the

operating agreement does not specify the manner of authorizing a

conversion of a protected series of the limited liability company to

a registered series of the limited liability company and does not

prohibit a conversion of a protected series to a registered series,

the conversion shall be authorized by members of the protected

series who own a majority of the then current percentage or other

interest in the profits of the protected series owned by all of the

members of the protected series.

C. Unless otherwise agreed, the conversion of a protected

series of a limited liability company to a registered series of the

limited liability company under this section shall not require the

limited liability company or the protected series of the limited

liability company to wind up its affairs under Section 2039 or

Section 2054.4 of Title 18 of the Oklahoma Statutes or pay its

liabilities and distribute its assets under Section 2040 or Section

2054.4 of Title 18 of the Oklahoma Statutes, and the conversion of a

protected series of a limited liability company to a registered

series of the limited liability company shall not constitute a

dissolution of the limited liability company or a termination of the

protected series. When a protected series of a limited liability

company has converted to a registered series of the limited

liability company under this section, for all purposes of the laws

of this state, the registered series is deemed to be the same series

as the converting protected series and the conversion shall

Oklahoma Statutes - Title 18. Corporations Page 601

constitute a continuation of the existence of the protected series

in the form of the registered series.

D. In connection with a conversion of a protected series of a

limited liability company to a registered series of the limited

liability company under this section, rights or securities of or

interests in the protected series which is to be converted may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, the registered series into which the

protected series is being converted or, in addition to or in lieu

thereof, may be exchanged for or converted into cash, property,

rights, or securities of, or interests in, any other business

entity, may remain outstanding, or may be canceled.

E. If a protected series shall convert to a registered series

in accordance with this section, articles of conversion of a

protected series to a registered series executed in accordance with

Section 2006 of Title 18 of the Oklahoma Statutes shall be filed in

the Office of the Secretary of State in accordance with Section 2007

of Title 18 of the Oklahoma Statutes. The articles of conversion of

a protected series to a registered series shall state:

1. The name of the limited liability company and, if it has

been changed, the name under which its articles of organization were

originally filed;

2. The name of the protected series and, if it has been

changed, the name of the protected series as originally established;

3. The name of the registered series as set forth in its

articles of registered series filed in accordance with subsection A

of this section;

4. The date of filing of the original articles of organization

of the limited liability company with the Secretary of State;

5. The date on which the protected series was established;

6. The future effective date or time, which shall be a date or

time certain, of the conversion if it is not to be effective upon

the filing of the articles of conversion of a protected series to a

registered series; and

7. That the conversion has been approved in accordance with

this section.

F. A copy of the articles of conversion of a protected series

to a registered series certified by the Secretary of State shall be

prima facie evidence of the conversion by the protected series to a

registered series of the limited liability company.

G. When any conversion shall have become effective under this

section, for all purposes of the laws of this state, all of the

rights, privileges, and powers of the protected series that has

converted, and all property, real, personal, and mixed, and all

debts due to the protected series, as well as all other things and

causes of action belonging to the protected series, shall remain

vested in the registered series to which the protected series has

Oklahoma Statutes - Title 18. Corporations Page 602

converted and shall be the property of the registered series. The

title to any real property vested by deed or otherwise in the

protected series shall not revert or be in any way impaired by

reason of this act; but all rights of creditors and all liens upon

any property of the protected series shall be preserved unimpaired,

and all debts, liabilities, and duties of the protected series that

has converted shall remain attached to the registered series to

which the protected series has converted, and may be enforced

against it to the same extent as if the debts, liabilities, and

duties had originally been incurred or contracted by it in its

capacity as the registered series. The rights, privileges, powers,

and interests in property of the protected series that has

converted, as well as the debts, liabilities, and duties of the

protected series, shall not be deemed, as a consequence of the

conversion, to have been transferred to the registered series to

which the protected series of the limited liability company has

converted for any purpose of the laws of this state.

H. An operating agreement may provide that a protected series

of a limited liability company shall not have the power to convert

to a registered series of the limited liability company as set forth

in this section.
Okla. Stat. tit. 18, § 18-441-1215 — OK Code / Title 18 / Section 18-441-1215
Statement of termination
Status: in_force

STATEMENT OF TERMINATION.

(a) A dissolved limited cooperative association that has

completed winding up may deliver to the Secretary of State for

filing a statement of termination that states:

(1) The name of the association;

(2) The date of filing of its initial articles of organization;

and

(3) That the association is terminated.

Oklahoma Statutes - Title 18. Corporations Page 219

(b) The filing of a statement of termination does not itself

terminate the limited cooperative association.
Okla. Stat. tit. 18, § 18-441-111 — OK Code / Title 18 / Section 18-441-111
Name
Status: reserved

NAME.

(a) Use of the term “cooperative” or its abbreviation under the

Uniform Limited Cooperative Association Act of 2009 is not a

violation of the provisions restricting the use of the term under

Section 435 of Title 18 of the Oklahoma Statutes.

(b) The name of a limited cooperative association must contain

the words “limited cooperative association” or “limited cooperative”

or the abbreviation “L.C.A.” or “LCA”. “Limited” may be abbreviated

as “Ltd.”. “Cooperative” may be abbreviated as “Co-op” or “Coop”.

“Association” may be abbreviated as “Assoc.” or “Assn.” A limited

cooperative association or a member may enforce the restrictions on

the use of the term “cooperative” under the Uniform Limited

Oklahoma Statutes - Title 18. Corporations Page 167

Cooperative Association Act of 2009 and Section 435 of Title 18 of

the Oklahoma Statutes.

(c) Except as otherwise provided in subsection (d) of this

section, a limited cooperative association may use only a name that

is available. A name is available if it is distinguishable in the

records of the Secretary of State from:

(1) The name of any entity organized or authorized to transact

business in this state;

(2) A name reserved under Section 12 of this act; and

(3) An alternative name approved for a foreign cooperative

authorized to transact business in this state.

(d) A limited cooperative association may apply to the

Secretary of State for authorization to use a name that is not

available. The Secretary of State shall authorize use of the name

if:

(1) The person with ownership rights to use the name consents

in a record to the use and applies in a form satisfactory to the

Secretary of State to change the name used or reserved to a name

that is distinguishable upon the records of the Secretary of State

from the name applied for; or

(2) The applicant delivers to the Secretary of State a

certified copy of the final judgment of a court establishing the

applicant’s right to use the name in this state.
Okla. Stat. tit. 18, § 18-441-1211 — OK Code / Title 18 / Section 18-441-1211
Administrative dissolution
Status: in_force

ADMINISTRATIVE DISSOLUTION.

(a) The Secretary of State may dissolve a limited cooperative

association administratively if the association does not:

(1) Pay, not later than sixty (60) days after the due date, any

fee, tax, or penalty due to the Secretary of State under the Uniform

Limited Cooperative Association Act of 2009 or other law; or

Oklahoma Statutes - Title 18. Corporations Page 217

(2) Deliver not later than sixty (60) days after the due date

its annual report to the Secretary of State.

(b) If the Secretary of State determines that a ground exists

for dissolving a limited cooperative association administratively,

the Secretary of State shall file a record of the determination and

serve the association with a copy of the record.

(c) If, not later than sixty (60) days after service of a copy

of the Secretary of State’s determination under subsection (b) of

this section, the association does not correct each ground for

dissolution or demonstrate to the satisfaction of the Secretary of

State that each uncorrected ground determined by the Secretary of

State does not exist, the Secretary of State shall dissolve the

association administratively by preparing and filing a declaration

of dissolution which states the grounds for dissolution. The

Secretary of State shall serve the association with a copy of the

declaration.

(d) A limited cooperative association that has been dissolved

administratively continues its existence only for purposes of

winding up its activities.

(e) The administrative dissolution of a limited cooperative

association does not terminate the authority of its agent for

service of process.
Okla. Stat. tit. 18, § 18-441-1609 — OK Code / Title 18 / Section 18-441-1609
Filings required for merger - Effective date
Status: in_force

FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.

(a) After each constituent entity has approved a merger,

articles of merger must be signed on behalf of each constituent

entity by an authorized representative.

(b) The articles of merger must include:

(1) The name and form of each constituent entity and the

jurisdiction of its governing statute;

(2) The name and form of the surviving entity, the jurisdiction

of its governing statute, and, if the surviving entity is created by

the merger, a statement to that effect;

Oklahoma Statutes - Title 18. Corporations Page 233

(3) The date the merger is effective under the governing

statute of the surviving entity;

(4) If the surviving entity is to be created by the merger and:

(A) will be a limited cooperative association, the limited

cooperative association’s articles of organization; or

(B) will be an entity other than a limited cooperative

association, the organizational document that creates

the entity;

(5) If the surviving entity is not created by the merger, any

amendments provided for in the plan of merger to the organizational

document that created the entity;

(6) A statement as to each constituent entity that the merger

was approved as required by the entity’s governing statute;

(7) If the surviving entity is a foreign organization not

authorized to transact business in this state, the street address

and, if different, mailing address of an office which the Secretary

of State may use for the purposes of Section 20 of this act; and

(8) Any additional information required by the governing

statute of any constituent entity.

(c) Each limited cooperative association that is a party to a

merger shall deliver the articles of merger to the Secretary of

State for filing.

(d) A merger becomes effective under this article:

(1) If the surviving entity is a limited cooperative

association, upon the later of:

(A) compliance with subsection (c) of this section; or

(B) subject to subsection (c) of Section 23 of this act,

as specified in the articles of merger; or

(2) If the surviving entity is not a limited cooperative

association, as provided by the governing statute of the surviving

entity.
Okla. Stat. tit. 18, § 18-803 — OK Code / Title 18 / Section 18-803
Definitions
Status: in_force

A. As used in the Professional Entity Act, unless the context

clearly indicates that a different meaning is intended:

1. “Associated act” means the Oklahoma General Corporation Act,

in the case of a corporation; the Uniform Limited Partnership Act of

2010, in the case of a limited partnership; or the Oklahoma Limited

Liability Company Act, in the case of a limited liability company;

2. “Interest” means a share of stock in a corporation, a

partnership interest in a limited partnership or a membership

interest in a limited liability company;

3. “Owner” means a shareholder in the case of a corporation, a

general or limited partner in the case of a limited partnership or a

member in the case of a limited liability company;

4. “Manager” means a director or officer in the case of a

corporation, a general partner in the case of a limited partnership

or a manager in the case of a limited liability company;

5. “Professional entity” means a domestic or qualified foreign

corporation, limited partnership or limited liability company formed

for the purpose of rendering professional service or formed for the

purpose of owning a professional entity rendering professional

service;

6. “Professional service” means the personal service rendered

by:

a. a physician, surgeon or doctor of medicine pursuant to

a license under Sections 481 through 524 of Title 59

of the Oklahoma Statutes, and any subsequent laws

regulating the practice of medicine,

b. an osteopathic physician or surgeon pursuant to a

license under Sections 620 through 645 of Title 59 of

the Oklahoma Statutes, and any subsequent laws

regulating the practice of osteopathy,

c. a chiropractic physician pursuant to a license under

Sections 161.1 through 161.20 of Title 59 of the

Oklahoma Statutes, and any subsequent laws regulating

the practice of chiropractic,

d. a podiatric physician pursuant to a license under

Sections 135.1 through 160.2 of Title 59 of the

Oklahoma Statutes, and any subsequent laws regulating

the practice of podiatric medicine,

e. an optometrist pursuant to a license under Sections

581 through 606 of Title 59 of the Oklahoma Statutes,

Oklahoma Statutes - Title 18. Corporations Page 271

and any subsequent laws regulating the practice of

optometry,

f. a veterinarian pursuant to a license under Sections

698.1 through 698.30b of Title 59 of the Oklahoma

Statutes, and any subsequent laws regulating the

practice of veterinary medicine,

g. an architect pursuant to a license under Sections 46.1

through 46.41 of Title 59 of the Oklahoma Statutes,

and any subsequent laws regulating the practice of

architecture,

h. an attorney pursuant to his or her authority to

practice law granted by the Supreme Court of this

state,

i. a dentist pursuant to a license under Sections 328.1

through 328.53 of Title 59 of the Oklahoma Statutes,

and any subsequent laws regulating the practice of

dentistry,

j. a certified public accountant or a public accountant

pursuant to his or her authority to practice

accounting under Sections 15.1 through 15.38 of Title

59 of the Oklahoma Statutes, and any subsequent laws

regulating the practice of public accountancy,

k. a psychologist pursuant to a license under Sections

1351 through 1376 of Title 59 of the Oklahoma

Statutes, and any subsequent laws regulating the

practice of psychology,

l. a physical therapist pursuant to a license under

Sections 887.1 through 887.18 of Title 59 of the

Oklahoma Statutes, and any subsequent laws regulating

the practice of physical therapy,

m. a registered nurse pursuant to a license under

Sections 567.1 through 567.19 of Title 59 of the

Oklahoma Statutes, and any other subsequent laws

regulating the practice of nursing,

n. a professional engineer pursuant to a license under

Sections 475.1 through 475.22a of Title 59 of the

Oklahoma Statutes, and any subsequent laws relating to

the practice of engineering,

o. a land surveyor pursuant to a license under Sections

475.1 through 475.22a of Title 59 of the Oklahoma

Statutes, and any subsequent laws relating to the

practice of land surveying,

p. an occupational therapist pursuant to Sections 888.1

through 888.15 of Title 59 of the Oklahoma Statutes

and any subsequent law regulating the practice of

occupational therapy,

Oklahoma Statutes - Title 18. Corporations Page 272

q. a speech pathologist or speech therapist pursuant to

Sections 1601 through 1622 of Title 59 of the Oklahoma

Statutes, and any subsequent law regulating the

practice of speech pathology,

r. an audiologist pursuant to Sections 1601 through 1622

of Title 59 of the Oklahoma Statutes, and any

subsequent law regulating the practice of audiology,

s. a registered pharmacist pursuant to Sections 353

through 360 of Title 59 of the Oklahoma Statutes, and

any subsequent law regulating the practice of

pharmacy,

t. a licensed perfusionist pursuant to Sections 2051

through 2071 of Title 59 of the Oklahoma Statutes, and

any subsequent laws regulating the practice of

perfusionists,

u. a licensed professional counselor pursuant to Sections

1901 through 1920 of Title 59 of the Oklahoma

Statutes, and any subsequent law regulating the

practice of professional counseling,

v. a licensed marital and family therapist pursuant to

Sections 1925.1 through 1925.18 of Title 59 of the

Oklahoma Statutes, and any subsequent law regulating

the practice of marital and family therapy,

w. a dietitian licensed pursuant to Sections 1721 through

1739 of Title 59 of the Oklahoma Statutes and any

subsequent laws regulating the practice of dietitians,

x. a social worker licensed pursuant to Sections 1250

through 1273 of Title 59 of the Oklahoma Statutes, and

any subsequent laws regulating the practice of social

work,

y. a licensed alcohol and drug counselor pursuant to

Sections 1870 through 1885 of Title 59 of the Oklahoma

Statutes, and any subsequent laws regulating the

practice of alcohol and drug counseling,

z. a licensed behavioral practitioner pursuant to

Sections 1930 through 1949.1 of Title 59 of the

Oklahoma Statutes, and any subsequent laws regulating

the practice of behavioral health services, or

aa. a certified real estate appraiser licensed pursuant to

Sections 858-700 through 858-732 of Title 59 of the

Oklahoma Statutes or listed on the National Registry

of Appraisers by the Appraisal Subcommittee in

compliance with Title XI of the Financial Institutions

Reform, Recovery, and Enforcement Act (FIRREA) of

1989, and any subsequent laws regulating the practice

of real estate appraisal;

Oklahoma Statutes - Title 18. Corporations Page 273

7. “Related professional services” means those services which

are combined for professional entity purposes as follows:

a. any combination of the following professionals:

(1) a physician, surgeon or doctor of medicine

pursuant to a license under Sections 481 through

524 of Title 59 of the Oklahoma Statutes, and any

subsequent laws regulating the practice of

medicine,

(2) an osteopathic physician or surgeon pursuant to a

license under Sections 620 through 645 of Title

59 of the Oklahoma Statutes, and any subsequent

laws relating to the practice of osteopathy,

(3) a dentist pursuant to a license under Sections

328.1 through 328.53 of Title 59 of the Oklahoma

Statutes, and any subsequent laws regulating the

practice of dentistry,

(4) a chiropractic physician pursuant to a license

under Sections 161.1 through 161.20 of Title 59

of the Oklahoma Statutes, and any subsequent laws

regulating the practice of chiropractic,

(5) a psychologist pursuant to a license under

Sections 1351 through 1376 of Title 59 of the

Oklahoma Statutes, and any subsequent laws

regulating the practice of psychology,

(6) an optometrist pursuant to a license under

Sections 581 through 606 of Title 59 of the

Oklahoma Statutes, and any subsequent laws

regulating the practice of optometry,

(7) a podiatric physician pursuant to a license under

Sections 135.1 through 160.2 of Title 59 of the

Oklahoma Statutes, and any subsequent laws

regulating the practice of podiatric medicine,

(8) a dietitian licensed pursuant to Sections 1721

through 1739 of Title 59 of the Oklahoma Statutes

and subsequent laws regulating the practice of

dietitians, or

(9) an occupational therapist pursuant to Sections

888.1 through 888.15 of Title 59 of the Oklahoma

Statutes and any subsequent law regulating the

practice of occupational therapy, or

b. any combination of the following professions:

(1) an architect pursuant to a license under Sections

46.1 through 46.41 of Title 59 of the Oklahoma

Statutes, and any subsequent laws regulating the

practice of architecture,

(2) a professional engineer pursuant to a license

under Sections 475.1 through 475.22a of Title 59

Oklahoma Statutes - Title 18. Corporations Page 274

of the Oklahoma Statutes, and any subsequent laws

relating to the practice of engineering, or

(3) a land surveyor pursuant to a license under

Sections 475.1 through 475.22a of Title 59 of the

Oklahoma Statutes, and any subsequent laws

relating to the practice of land surveying;

8. “Regulating board” means the board which is charged with the

licensing and regulation of the practice of the profession which the

professional entity is organized to render;

9. “Individual”, “incorporator” and “shareholder” each include

the trustee of an express trust created by a person duly licensed or

otherwise permitted to render a professional service who has the

right to revoke the trust and who is serving as the trustee of the

trust. Any certificate required by the Professional Entity Act to

be issued to an individual incorporator or shareholder may be issued

to the grantor on behalf of a trust. All references in the

Professional Entity Act to death and incapacity of a shareholder

shall include the death and incapacity of the grantor of a trust

which own stock in a professional corporation;

10. “Incapacity” of a shareholder means a determination by a

court of competent jurisdiction, or otherwise by two independent

licensed physicians, that the shareholder is fully incapacitated or

is partially incapacitated to the extent that the shareholder is not

capable of rendering the professional service for which the

professional corporation was organized; and

11. “Other personal representative” includes the successor

trustee of an express trust owning stock in a professional

corporation, which trust was created by a person duly licensed or

otherwise permitted to render the professional service for which the

professional corporation was organized who has the right to revoke

the trust and who is the original trustee of the trust.

B. The definitions of the applicable associated act shall apply

to the Professional Entity Act, unless the context clearly indicates

that a different meaning is intended.
Okla. Stat. tit. 18, § 18-437.24 — OK Code / Title 18 / Section 18-437.24
Fees
Status: in_force

The Secretary of State shall have charge and collect for:

(a) Filing articles of incorporation, Twenty-five Dollars

($25.00);

(b) Filing articles of amendment, Ten Dollars ($10.00);

(c) Filing articles of consolidation or merger, Twenty-five

Dollars ($25.00);

(d) Filing articles of conversion, Twenty-five Dollars

($25.00);

(e) Filing certificate of change of principal office, Ten

Dollars ($10.00);

(f) Issuing certificate of incorporation, amendment,

consolidation, merger or conversion, or any certified copy thereof,

Five Dollars ($5.00).
Okla. Stat. tit. 18, § 18-572 — OK Code / Title 18 / Section 18-572
Objects of expenditure
Status: in_force

The trustees or directors of any such corporation shall

faithfully apply all the funds collected, or the proceeds of the

property belonging to the institution, according to their best

judgment, in erecting, completing or repairing suitable buildings,

in supporting necessary officers, instructors, agents and employees,

and in procuring books, maps, charts, globes and philosophical,

chemical and other apparatus or cabinets, necessary to the objects

and success of the institution; and all donations, devises or

bequests made to it for particular purposes when accepted, shall be

applied in conformity with the express condition of the donor or

devisor.
Okla. Stat. tit. 18, § 18-1070 — OK Code / Title 18 / Section 18-1070
Contested election of directors - Proceedings to
Status: in_force

determine validity.

CONTESTED ELECTION OF DIRECTORS;

PROCEEDINGS TO DETERMINE VALIDITY

A. Upon application of any shareholder or director, or any

officer whose title to office is contested, the district court may

hear and determine the validity of any election, appointment,

removal or resignation of any director or officer of any

corporation, and the right of any person to hold, or continue to

hold, such office, and, in case any such office is claimed by more

than one person, may determine the person entitled thereto; and to

that end make such order or decree in any such case as may be just

and proper, with power to enforce the production of any books,

papers and records of the corporation relating to the issue. In

case it should be determined that no valid election has been held,

Oklahoma Statutes - Title 18. Corporations Page 395

the district court may order an election to be held in accordance

with the provisions of Section 1056 or 1060 of this title. In any

such application, service of copies of the application upon the

registered agent of the corporation shall be deemed to be service

upon the corporation and upon the person whose title to office is

contested and upon the person, if any, claiming such office; and the

registered agent shall forward immediately a copy of the application

to the corporation and to the person whose title to office is

contested and to the person, if any, claiming such office, in a

postpaid, sealed, registered letter addressed to such corporation

and such person at their post office addresses last known to the

registered agent or furnished to the registered agent by the

applicant shareholder. The court may make such order respecting

further or other notice of such application as it deems proper under

the circumstances.

B. Upon application of any shareholder or upon application of

the corporation itself, the district court may hear and determine

the result of any vote of shareholders upon matters other than the

election of directors or officers. Service of the application 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 court to adjudicate the result of the vote. The court

may make such order respecting notice of the application as it deems

proper under the circumstances.

C. If one or more directors has been convicted of a felony in

connection with the duties of such director or directors to the

corporation, or if there has been a prior judgment on the merits by

a court of competent jurisdiction that one or more directors has

committed a breach of the duty of loyalty in connection with the

duties of such director or directors to that corporation, then, upon

application by the corporation, or derivatively in the right of the

corporation by any shareholder, in a subsequent action brought for

such purpose, the district court may remove from office such

director or directors if the court determines that the director or

directors did not act in good faith in performing the acts resulting

in the prior conviction or judgment and judicial removal is

necessary to avoid irreparable harm to the corporation. In

connection with such removal, the court may make such orders as are

necessary to effect such removal. In any such application, service

of copies of the application upon the registered agent of the

corporation shall be deemed to be service upon the corporation and

upon the director or directors whose removal is sought; and the

registered agent shall forward immediately a copy of the application

to the corporation and to such director or directors, in a postpaid,

sealed, registered letter addressed to such corporation and such

director or directors at their post office addresses last known to

the registered agent or furnished to the registered agent by the

Oklahoma Statutes - Title 18. Corporations Page 396

applicant. The court may make such order respecting further or

other notice of such application as it deems proper under the

circumstances.
Okla. Stat. tit. 18, § 18-441-113 — OK Code / Title 18 / Section 18-441-113
Effect of organic rules
Status: in_force

EFFECT OF ORGANIC RULES.

(a) The relations between a limited cooperative association and

its members are consensual. Unless required, limited, or prohibited

by the Uniform Limited Cooperative Association Act of 2009, the

organic rules may provide for any matter concerning the relations

among the members of the association and between the members and the

association, the activities of the association, and the conduct of

its activities.

(b) The matters referred to in paragraphs (1) through (11) of

this subsection may be varied only in the articles of organization.

The articles may:

(1) State a term of existence for the association under

subsection (c) of Section 5 of this act;

(2) Limit or eliminate the acceptance of new or additional

members by the initial board of directors under subsection (b) of

Section 31 of this act;

(3) Vary the limitations on the obligations and liability of

members for association obligations under Section 43 of this act;

(4) Require a notice of an annual members meeting to state a

purpose of the meeting under subsection (b) of Section 47 of this

act;

(5) Vary the board of directors meeting quorum under subsection

(a) of Section 80 of this act;

(6) Vary the matters the board of directors may consider in

making a decision under Section 85 of this act;

(7) Specify causes of dissolution under paragraph (1) of

Section 103 of this act;

(8) Delegate amendment of the bylaws to the board of directors

pursuant to subsection (f) of Section 37 of this act;

(9) Provide for member approval of asset dispositions under

Section 130 of this act;

(10) Subject to Section 85 of this act, provide for the

elimination or limitation of liability of a director to the

association or its members for money damages pursuant to Section 83

of this act;

(11) Provide for permitting or making obligatory

indemnification under subsection (a) of Section 89 of this act; and

(12) Provide for any matters that may be contained in the

organic rules, including those under subsection (c) of this section.

(c) The matters referred to in paragraphs (1) through (25) of

this subsection may be varied only in the organic rules. The

organic rules may:

(1) Require more information to be maintained under Section 14

of this act or provided to members under subsection (k) of Section

44 of this act;

Oklahoma Statutes - Title 18. Corporations Page 169

(2) Provide restrictions on transactions between a member and

an association under Section 15 of this act;

(3) Provide for the percentage and manner of voting on

amendments to the organic rules by district, class, or voting group

under subsection (a) of Section 36 of this act;

(4) Provide for the percentage vote required to amend the

bylaws concerning the admission of new members under paragraph (5)

of subsection (e) of Section 37 of this act;

(5) Provide for terms and conditions to become a member under

Section 41 of this act;

(6) Restrict the manner of conducting members meetings under

subsection (c) of Section 45 of this act and subsection (e) of

Section 46 of this act;

(7) Designate the presiding officer of members meetings under

subsection (e) of Section 45 of this act and subsection (g) of

Section 46 of this act;

(8) Require a statement of purposes in the annual meeting

notice under subsection (b) of Section 47 of this act;

(9) Increase quorum requirements for members meetings under

Section 49 of this act and board of directors meetings under Section

80 of this act;

(10) Allocate voting power among members, including patron

members and investor members, and provide for the manner of member

voting and action as permitted by Sections 50 through 56 of this

act;

(11) Authorize investor members and expand or restrict the

transferability of members’ interests to the extent provided in

Sections 58 through 60 of this act;

(12) Provide for enforcement of a marketing contract under

subsection (a) of Section 65 of this act;

(13) Provide for qualification, election, terms, removal,

filling vacancies, and member approval for compensation of directors

in accordance with Sections 68 through 70, 72, 74, and 75 of this

act;

(14) Restrict the manner of conducting board meetings and

taking action without a meeting under Sections 76 and 77 of this

act;

(15) Provide for frequency, location, notice and waivers of

notice for board meetings under Sections 78 and 79 of this act;

(16) Increase the percentage of votes necessary for board

action under subsection (b) of Section 81 of this act;

(17) Provide for the creation of committees of the board of

directors and matters related to the committees in accordance with

Section 82 of this act;

(18) Provide for officers and their appointment, designation,

and authority under Section 87 of this act;

Oklahoma Statutes - Title 18. Corporations Page 170

(19) Provide for forms and values of contributions under

Section 91 of this act;

(20) Provide for remedies for failure to make a contribution

under subsection (b) of Section 92 of this act;

(21) Provide for the allocation of profits and losses of the

association, distributions, and the redemption or repurchase of

distributed property other than money in accordance with Sections 93

through 96 of this act;

(22) Specify when a member’s dissociation is wrongful and the

liability incurred by the dissociating member for damage to the

association under subsections (b) and (c) of Section 99 of this act;

(23) Provide the personal representative, or other legal

representative, of a deceased member or a member adjudged

incompetent with additional rights under Section 101 of this act;

(24) Increase the percentage of votes required for board of

director approval of:

(A) a resolution to dissolve under paragraph (1) of

subsection (a) of Section 106 of this act;

(B) a proposed amendment to the organic rules under

paragraph (1) of subsection (a) of Section 34 of this

act;

(C) a plan of conversion under subsection (a) of Section

136 of this act;

(D) a plan of merger under subsection (a) of Section 140

of this act; and

(E) a proposed disposition of assets under paragraph (1)

of Section 132 of this act; and

(25) Vary the percentage of votes required for members approval

of:

(A) a resolution to dissolve under Section 106 of this

act;

(B) an amendment to the organic rules under Section 37 of

this act;

(C) a plan of conversion under Section 136 of this act;

(D) a plan of merger under Section 141 of this act; and

(E) a disposition of assets under Section 133 of this act.

(d) The organic rules must address members’ contributions

pursuant to Section 90 of this act.
Okla. Stat. tit. 18, § 18-437.23 — OK Code / Title 18 / Section 18-437.23
Foreign corporation
Status: in_force

Any corporation organized on a nonprofit or a cooperative basis

for the purpose of supplying electric energy in rural areas and

owning and operating electric transmission or distribution lines in

a state adjacent to this state may file in the office of the

Secretary of State a certified copy of its charter or articles of

incorporation which shall be recorded in a book to be kept by the

Secretary of State for that purpose, and thereupon, upon payment of

the fees required of a cooperative for the filing of articles of

incorporation, and the appointment of a service agent as provided by

law, such foreign corporation shall be authorized to transact

business in this state and shall have all the rights, powers and

privileges conferred upon a cooperative under this act.
Okla. Stat. tit. 18, § 18-435 — OK Code / Title 18 / Section 18-435
Use of word "cooperative"
Status: in_force

No person, firm or association, nor any corporation other than

such as shall be organized pursuant to Sections 421 through 439.2 of

this title or pursuant to the Uniform Limited Cooperative

Association Act of 2009, shall make use of the word "cooperative",

in the name under which its or their business is carried on.

Whoever shall violate the provisions of this section shall be

punishable by fine of not exceeding One Hundred Dollars ($100.00)

for each offense. The violation of this section may furthermore be

enjoined at the suit of any citizen of the state.
Okla. Stat. tit. 18, § 18-552.2 — OK Code / Title 18 / Section 18-552.2
Definitions
Status: in_force

As used in the Oklahoma Solicitation of Charitable Contributions

Act:

1. "Person" means any individual, organization, group,

association, partnership, corporation, limited liability company,

trust, or other entity, except as otherwise provided in Section

552.1 et seq. of this title;

2. "Charitable organization" means any person soliciting

contributions in this state, other than a natural person, that is

described in Section 501(c) of Title 26 of the United States Code,

that solicits contributions as described in this act and that is

organized and operated primarily for religious, charitable,

scientific, literary, educational, artistic, cultural, economic

development, civic improvement, testing for public safety, research,

humanitarian, animal welfare, recreational, or environmental

protection purposes; to foster national or international amateur

sports competition, but only if no part of its activities involves

the provision of athletic facilities or equipment; to prevent

cruelty to children, the elderly, identified populations, or

animals; to relieve poverty, hunger, or homelessness; to support law

enforcement or citizen protection organizations or agencies; or to

provide emergency relief. "Charitable organization" shall also

include a natural person representing himself or herself as a

charitable organization or purporting to act on behalf of a

charitable organization;

Oklahoma Statutes - Title 18. Corporations Page 242

3. "Contribution" means the promise, gift, donation, payment,

pledge, or grant of any money or property of any kind or value,

including any contribution for operations, capital, endowment,

reserves, dues, memberships, program support, naming opportunities,

or other uses. Contribution does not include a payment for goods,

services, admission to a museum, performances or programs sold or

provided by a charitable organization, if the payment does not

exceed the bona fide fair market value of the goods or services

provided;

4. "Professional fundraiser" means any person who for

compensation or other consideration plans, conducts or manages in

this state the solicitation of contributions for or on behalf of any

charitable organization, or who engages in the business of or holds

himself or herself out to persons in this state as independently

engaged in the business of soliciting contributions for such

purpose. For purposes of this act, professional fundraiser does not

include an employee of a charitable organization who engages in such

activities for the charitable organization for which he or she is

employed; nor does it include any volunteer who receives no payment,

compensation, or remuneration of any kind for soliciting any

contributions; provided, a volunteer may receive credit for

fulfilling any community service requirement of an educational

institution or government agency. In addition, for this purpose

consideration does not include incidental benefits that might be

received by a noncompensated person, such as meals, supplies, or

similar support, and does not include reimbursement for expenses

incurred by any noncompensated person in his or her solicitation

activities;

5. "Professional solicitor" means any person that is either

located within this state or that is soliciting contributions from

any person in this state and who is employed or retained for

compensation or other consideration by a professional fundraiser to

solicit contributions for or on behalf of any charitable

organization. Professional solicitor does not include an employee

of a charitable organization who is engaged in such activities for

the charitable organization for which he or she is employed; nor

does it include a volunteer who engages in such activities for the

charitable organization for which he or she volunteers if the

volunteer receives no payment, compensation or remuneration of any

kind for soliciting any contributions; provided, a volunteer may

receive credit for fulfilling any community service requirement of

an educational institution or government agency. In addition, for

this purpose consideration does not include incidental benefits that

might be received by a noncompensated person, such as meals,

supplies, or similar support, and does not include reimbursement for

expenses incurred by any noncompensated person in his or her

solicitation activities;

Oklahoma Statutes - Title 18. Corporations Page 243

6. "Professional fundraising counsel" means any person that

provides, for compensation or other consideration, services,

including planning, organizing or managing any solicitation, to a

charitable organization, as long as such person does not:

a. directly or indirectly solicit contributions alone or

through its employees and agents, or

b. accept, receive, hold, have access to, maintain,

manage, invest, or control any contribution generated

by the solicitation activity.

However, professional fundraising counsel does not include an

employee or volunteer of a charitable organization who is providing

such services on behalf of the charitable organization;

7. "Solicitation" means the request or appeal for any

contribution on the plea or representation that such contribution

will be used by or on behalf of a charitable organization; and

8. "Form 990" means a return of an organization that is exempt

from federal income tax. Form 990, includes, but is not limited to,

Form 990, Form 990-N, Form 990-PF, and other similar returns as

required by federal law.
Okla. Stat. tit. 18, § 18-2061 — OK Code / Title 18 / Section 18-2061
Public benefit limited liability companies
Status: in_force

PUBLIC BENEFIT LIMITED LIABILITY COMPANIES.

A. Sections 23 through 29 of this act shall be known and may be

cited as the “Oklahoma Public Benefit Limited Liability Company Act”

and within such sections as this act.

B. A “public benefit limited liability company” is a for-profit

limited liability company formed under and subject to the

requirements of the Oklahoma Limited Liability Company Act including

a professional limited liability company, that is intended to

produce a public benefit or public benefits and to operate in a

responsible and sustainable manner as provided under this act. A

public benefit limited liability company is formed by filing

articles of organization as required under the Oklahoma Limited

Liability Company Act and further by stating in the heading of its

articles of organization that it is a public benefit limited

liability company and by setting forth one or more public benefits

to be promoted by the limited liability company in its articles of

organization. The operating agreement of a public benefit limited

liability company may not contain any provision inconsistent with

this act.

C. “Public benefit” means a positive effect, or reduction of

negative effects, on one or more categories of persons, entities,

communities or interests, other than members in their capacities as

members including effects of an artistic, charitable, cultural,

economic, educational, environmental, literary, medical, religious,

scientific or technological nature. “Public benefit provisions”

means the provisions of the articles of organization or an operating

agreement contemplated by this act.
Okla. Stat. tit. 18, § 18-423 — OK Code / Title 18 / Section 18-423
Filing of articles - Certificate - Election by existing
Status: in_force

corporations.

The articles of incorporation shall be filed with the Secretary

of State whereupon he shall issue to the corporation over the Great

Seal of the State of Oklahoma, a certificate that the articles

Oklahoma Statutes - Title 18. Corporations Page 102

containing the required statement of facts have been filed in his

office, and thereupon the persons signing the articles and their

associates, successors and assigns shall be a body politic and

corporate by the name and for the purposes stated in said article.

Provided, that any corporation doing business as mentioned in

Section One, now operating in the State of Oklahoma, may, at regular

or special meeting of the shareholders called for such purpose, by a

majority vote elect to operate under the provisions of this act,

after the action taken at such meeting shall be properly certified

by the secretary of such corporation to the Secretary of State.
Okla. Stat. tit. 18, § 18-441-814 — OK Code / Title 18 / Section 18-441-814
Waiver of notice of meeting
Status: in_force

WAIVER OF NOTICE OF MEETING.

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

waive any required notice of a meeting of the board of directors in

a record before, during, or after the meeting.

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

participation in a meeting is a waiver of notice of that meeting

unless:

(1) The director objects to the meeting at the beginning of the

meeting or promptly upon the director’s arrival at the meeting and

does not thereafter vote in favor of or otherwise assent to the

action taken at the meeting; or

(2) The director promptly objects upon the introduction of any

matter for which notice under Section 78 of this act has not been

given and does not thereafter vote in favor of or otherwise assent

to the action taken on the matter.
Okla. Stat. tit. 18, § 18-381.37 — OK Code / Title 18 / Section 18-381.37
Capital - Deposit accounts - Liability
Status: in_force

A. A mutual association may raise capital in the form of

deposit accounts or shares for such fixed, minimum or indefinite

periods of time as are authorized by its bylaws or by regulations of

the State Banking Commissioner. Such deposit accounts shall all

have equal priority upon liquidation. A mutual association may

issue such passbooks, certificates, and other evidence of deposit

accounts as are now or hereafter so authorized. With the exception

of forms now in use by existing associations, all such forms

evidencing deposit accounts shall be promptly submitted to the

Commissioner, or to the Director of the Office of Thrift

Supervision, and the issuance of any such form shall be immediately

discontinued in the event of disapproval. Unless otherwise provided

by its bylaws, the total amount of deposit account liability of a

mutual association is unlimited.

B. A stock association may incur liabilities in the form of

deposit accounts for such fixed, minimum or indefinite periods of

time as are authorized by its bylaws or by regulations of the

Commissioner. Such deposits shall all have equal priority upon

liquidation. A stock association may issue such passbooks,

certificates and other evidence of deposits as are now or may

hereafter be authorized for deposit associations. New or proposed

forms evidencing deposit accounts shall be promptly submitted to the

Commissioner and to the Director of the Office of Thrift

Supervision, and the issuance of any such form shall be immediately

discontinued in the event of disapproval. In stock associations,

holders of deposit accounts shall participate first in all assets

upon liquidation, but only to the extent of their deposit accounts.

Unless otherwise provided by its bylaws, the total amount of deposit

account liability of a stock association is unlimited.

Oklahoma Statutes - Title 18. Corporations Page 44
Okla. Stat. tit. 18, § 18-1053 — OK Code / Title 18 / Section 18-1053
Liability of Directors for Unlawful Payment of Dividend
Status: in_force

or Unlawful Stock Purchase or Redemption - Exoneration from

Liability - Contribution among Directors - Subrogation.

LIABILITY OF DIRECTORS FOR UNLAWFUL PAYMENT OF DIVIDEND OR UNLAWFUL

STOCK PURCHASE OR REDEMPTION; EXONERATION FROM LIABILITY;

CONTRIBUTION AMONG DIRECTORS; SUBROGATION

A. In case of any willful or negligent violation of the

provisions of Sections 41 and 52 of this act, the directors under

whose administration the same may happen shall be jointly and

severally liable, at any time within six (6) years after paying any

unlawful dividend or after any unlawful stock purchase or

redemption, to the corporation, and to its creditors in the event of

its dissolution or insolvency, to the full amount of the dividend

unlawfully paid, or to the full amount unlawfully paid for the

purchase or redemption of the corporation's stock, with interest

from the time such liability accrued. Any director who may have

been absent when the same was done, or who may have dissented from

the act or resolution by which the same was done, may exonerate

himself from such liability by causing his dissent to be entered on

the books containing the minutes of the proceedings of the directors

at the time the same was done, or immediately after he has notice of

the same.

B. Any director against whom a claim is successfully asserted

under the provisions of this section shall be entitled to

contribution from the other directors who voted for or concurred in

the unlawful dividend, stock purchase or stock redemption.

C. Any director against whom a claim is successfully asserted

under this section shall be entitled, to the extent of the amount

paid by him as a result of such claim, to be subrogated to the

rights of the corporation against shareholders who received the

dividend on, or assets for the sale or redemption of, their stock

with knowledge of facts indicating that such dividend, stock

purchase or redemption was unlawful pursuant to the provisions of

the Oklahoma General Corporation Act, in proportion to the amounts

received by such shareholders respectively.

Oklahoma Statutes - Title 18. Corporations Page 364Oklahoma Statutes - Title 18. Corporations Page 14
Okla. Stat. tit. 18, § 18-1154 — OK Code / Title 18 / Section 18-1154
Redemption of control shares
Status: in_force

REDEMPTION OF CONTROL SHARES

A. If authorized in a corporation's certificate of

incorporation or bylaws before a control share acquisition has

occurred, control shares acquired in a control share acquisition

with respect to which no acquiring person statement has been filed

with the issuing public corporation may, at any time during the

period ending sixty (60) days after the last acquisition of control

shares by the acquiring person, be subject to redemption by the

corporation at the fair value thereof pursuant to the procedures

adopted by the corporation.

B. Control shares acquired in a control share acquisition are

not subject to redemption after an acquiring person statement has

been filed unless the shares are not accorded full voting rights by

the shareholders as provided in Section 23 of this act.
Okla. Stat. tit. 18, § 18-2056 — OK Code / Title 18 / Section 18-2056
Action to compel execution or filing of articles or other
Status: in_force

documents.

Any person who is adversely affected by the failure or refusal

of any person to execute and file any articles or other document to

be filed under this act may petition the district court in the

county where the registered office of the limited liability company

is located or, if no such address is on file with the Secretary of

State, in Oklahoma County, to direct the execution and filing of the

Oklahoma Statutes - Title 18. Corporations Page 619

articles or other document. If the court finds that it is proper

for the articles or other document to be executed and filed and that

there has been failure or refusal to execute and file such document,

it shall order the Secretary of State to file the appropriate

articles or other document.
Okla. Stat. tit. 18, § 18-437.9 — OK Code / Title 18 / Section 18-437.9
Voting districts
Status: in_force

Notwithstanding any other provision of this act, the bylaws may

provide that the territory in which a cooperative supplies electric

energy to its members shall be divided into two or more voting

districts and that, in respect of each such voting district, (1) a

designated number of trustees shall be elected by the members

residing therein, or (2) a designated number of delegates shall be

elected by such members, or (3) both such trustees and delegates

shall be elected by such members. In any such case the bylaws shall

prescribe the manner in which such voting districts and the members

thereof, and the delegates and trustees, if any, elected therefrom

shall function and the powers of the delegates, which may include

the power to elect trustees. No member at any voting district

meeting and no delegate at any meeting shall vote by proxy or by

mail.
Okla. Stat. tit. 18, § 18-2044 — OK Code / Title 18 / Section 18-2044
Foreign limited liability company - Duties of Secretary
Status: in_force

of State.

A. If the Office of the Secretary of State finds that an

application for registration conforms to the provisions of this act

and all requisite fees have been paid, it shall:

1. Endorse on the applications the word "filed", and the month,

day, and year of the filing;

2. File in its office one copy of the application;

3. Issue a certificate of registration to transact business in

this state; and

4. Return the certificate of registration, together with a copy

of the application to the person who filed the application or his

representative.

B. The Secretary of State will not accept an application for

registration from a foreign limited liability company whose

registration was administratively withdrawn. Any such foreign

limited liability company may only register by filing an application

for reinstatement.
Okla. Stat. tit. 18, § 18-1095 — OK Code / Title 18 / Section 18-1095
Dissolution before the issuance of shares or beginning
Status: in_force

business – Procedure.

DISSOLUTION BEFORE THE ISSUANCE OF SHARES OR

BEGINNING BUSINESS; PROCEDURE

If a corporation has not issued shares or has not commenced the

business for which the corporation was organized, a majority of the

Oklahoma Statutes - Title 18. Corporations Page 475

incorporators, or, if directors were named in the certificate of

incorporation or have been elected, a majority of the directors, may

surrender all of the corporation's rights and franchises by filing

in the Office of the Secretary of State a certificate, executed and

acknowledged by a majority of the incorporators or directors,

stating :

1. That no shares of stock have been issued or that the

business of activity for which the corporation was organized has not

begun;

2. The date of filing of the corporation's original certificate

of incorporation with the Secretary of State;

3. That no part of the capital of the corporation has been

paid, or, if some capital has been paid, that the amount actually

paid in for the corporation's shares, less any part thereof

disbursed for necessary expenses, has been returned to those

entitled thereto;

4. That if the corporation has begun business but it has not

issued shares, all debts of the corporation have been paid;

5. That if the corporation has not begun business but has

issued stock certificates, all issued stock certificates, if any,

have been surrendered and canceled; and

6. That all rights and franchises of the corporation are

surrendered. Upon such certificate becoming effective in accordance

with the provisions of Section 1007 of this title, the corporation

shall be dissolved.
Okla. Stat. tit. 18, § 18-441-112 — OK Code / Title 18 / Section 18-441-112
Reservation of name
Status: reserved

RESERVATION OF NAME.

(a) A person may reserve the exclusive use of the name of a

limited cooperative association, including a fictitious name for a

foreign cooperative whose name is not available under Section 11 of

this act, by delivering an application to the Secretary of State for

filing. The application must set forth the name and address of the

applicant and the name proposed to be reserved. If the Secretary of

State finds that the name applied for is available under Section 11

of this act, the Secretary of State shall reserve the name for the

applicant’s exclusive use for a nonrenewable period of one hundred

twenty (120) days.

(b) A person that has reserved a name for a limited cooperative

association may transfer the reservation to another person by

delivering to the Secretary of State a signed notice of the transfer

which states the name, street address, and, if different, the

mailing address of the transferee. If the person is an organizer of

the association and the name of the association is the same as the

reserved name, the delivery of articles of organization for filing

by the Secretary of State is a transfer by the person to the

association.
Okla. Stat. tit. 18, § 18-437.18 — OK Code / Title 18 / Section 18-437.18
Filing of articles - Certificate of incorporation -
Status: in_force

Filing.

Articles of incorporation, amendment, consolidation, merger or

conversion, as the case may be, when executed and acknowledged and

accompanied by such affidavits as may be required by applicable

provisions of this act, shall be presented to the Secretary of State

for filing in the records of his office. If the Secretary of State

shall find that the articles presented conform to the requirements

of this act, he shall, upon the payment of the fees as in this act

provided, file the articles so presented in the records of his

office and shall issue over the Great Seal of the state an

appropriate certificate of incorporation, amendment, consolidation,

merger or conversion, as the case may be, and thereupon the

incorporation, amendment, consolidation, merger or conversion

provided for therein shall be in effect.
Okla. Stat. tit. 18, § 18-381.36 — OK Code / Title 18 / Section 18-381.36
Reserves and liquidity
Status: in_force

Every association shall set up and maintain reserves for the

purpose of absorbing losses and shall maintain such portion of its

assets in cash and other liquid assets as shall be required by

regulations of the State Banking Commissioner and by other

applicable federal regulations.
Okla. Stat. tit. 18, § 18-552.23 — OK Code / Title 18 / Section 18-552.23
Restrictions on imposing annual filing or reporting
Status: in_force

requirements on organizations.

A. Except as required or authorized by federal law, no state

agency or official shall impose any annual filing or reporting

requirement on an organization regulated or specifically exempted

from regulation under the Oklahoma Solicitation of Charitable

Contributions Act that is more stringent, restrictive or expansive

than the requirements authorized by the laws of this state.

B. Requirements of subsection A of this section shall not apply

to state grants, state contracts or fraud investigations, and shall

not restrict enforcement actions against specific nonprofit

organizations.
Okla. Stat. tit. 18, § 18-2003 — OK Code / Title 18 / Section 18-2003
Powers and authority
Status: in_force

Each limited liability company may:

1. Sue, be sued, complain and defend in all courts;

2. Transact its business, carry on its operations and have and

exercise the powers granted by this section in any state, territory,

district or possession of the United States, and in any foreign

country;

3. Make contracts and guarantees, incur liabilities, and borrow

money;

4. Sell, convey, lease, exchange, transfer, mortgage, pledge,

and otherwise dispose of all or any part of its property and assets;

5. Acquire by purchase or in any other manner, take, receive,

own, hold, improve, and otherwise deal with any interest in real or

personal property, wherever located;

6. Issue notes, bonds and other obligations and secure any of

them by mortgage or deed of trust or security interest of any or all

of its assets;

7. Purchase, take, receive, subscribe for or otherwise acquire,

own, hold, vote, use, employ, sell, mortgage, loan, pledge or

otherwise dispose of and otherwise use and deal in and with stock or

other interests in and obligations of domestic and foreign

corporations, associations, general or limited partnerships, limited

liability companies, business trusts, and individuals;

8. Invest its surplus funds, lend money from time to time in

any manner which may be appropriate to enable it to carry on the

operations or fulfill the purposes set forth in its articles of

organization, and take and hold real property and personal property

as security for the payment of funds so loaned or invested;

9. Elect or appoint agents and define their duties and fix

their compensation;

10. Be a promoter, stockholder, partner, member, associate, or

agent of any corporation, partnership, limited liability company,

joint venture, trust or other enterprise;

11. Indemnify and hold harmless any member, agent, or employee

from and against any and all claims and demands whatsoever, except

in the case of action or failure to act by the member, agent, or

employee which constitutes willful misconduct or recklessness, and

subject to the standards and restrictions, if any, set forth in the

articles of organization or operating agreement;

12. Make and alter operating agreements, not inconsistent with

its articles of organization or with the laws of this state, for the

Oklahoma Statutes - Title 18. Corporations Page 540

administration and regulation of the affairs of the limited

liability company;

13. Cease its activities and dissolve; and

14. Do every other act not inconsistent with law which is

appropriate to promote and attain the purposes set forth in its

articles of organization.
Okla. Stat. tit. 18, § 18-1027 — OK Code / Title 18 / Section 18-1027
Board of directors – Powers – Number – Qualifications -
Status: in_force

Terms and quorum – Committees - Classes of directors - Nonstock

corporations - Reliance upon books - Action without meeting; etc.

BOARD OF DIRECTORS; POWERS; NUMBER; QUALIFICATIONS; TERMS

AND QUORUM; COMMITTEES; CLASSES OF DIRECTORS; NONSTOCK CORPORATIONS;

RELIANCE UPON BOOKS; ACTION WITHOUT MEETING; ETC.

A. The business and affairs of every corporation organized in

accordance with the provisions of the Oklahoma General Corporation

Act shall be managed by or under the direction of a board of

directors, except as may be otherwise provided for in the Oklahoma

General Corporation Act or in the corporation’s certificate of

incorporation. If any provision is made in the certificate of

incorporation, the powers and duties conferred or imposed upon the

board of directors by the provisions of the Oklahoma General

Corporation Act shall be exercised or performed to the extent and by

the person or persons stated in the certificate of incorporation.

B. The board of directors of a corporation shall consist of one

or more members, each of whom shall be a natural person. The number

of directors shall be fixed by or in the manner provided for in the

bylaws, unless the certificate of incorporation fixes the number of

directors, in which case a change in the number of directors shall

be made only by amendment of the certificate. Directors need not be

shareholders unless so required by the certificate of incorporation

or the bylaws. The certificate of incorporation or bylaws may

prescribe other qualifications for directors. Each director shall

hold office until a successor is elected and qualified or until his

or her earlier resignation or removal. Any director may resign at

any time upon notice given in writing or by electronic transmission

to the corporation. A resignation is effective when the resignation

is delivered unless the resignation specifies a later effective date

or an effective date determined upon the happening of an event or

events. A resignation that is conditioned upon the director failing

to receive a specified vote for reelection as a director may provide

that it is irrevocable. A majority of the total number of directors

shall constitute a quorum for the transaction of business unless the

certificate of incorporation or the bylaws require a greater number.

Unless the certificate of incorporation provides otherwise, the

bylaws may provide that a number less than a majority shall

constitute a quorum which in no case shall be less than one-third

(1/3) of the total number of directors. The vote of the majority of

the directors present at a meeting at which a quorum is present

shall be the act of the board of directors unless the certificate of

incorporation or the bylaws shall require a vote of a greater

number.

C. 1. The board of directors may designate one or more

committees consisting of one or more of the directors of the

corporation. The board may designate one or more directors as

Oklahoma Statutes - Title 18. Corporations Page 336

alternate members of any committee, who may replace any absent or

disqualified member at any meeting of the committee. The bylaws may

provide that in the absence or disqualification of a member of a

committee, the member or members present at a meeting and not

disqualified from voting, whether or not the member or members

constitute a quorum, may unanimously appoint another member of the

board of directors to act at the meeting in the place of any absent

or disqualified member. Any committee, to the extent provided in

the resolution of the board of directors, or in the bylaws of the

corporation, shall have and may exercise all the powers and

authority of the board of directors in the management of the

business and affairs of the corporation, and may authorize the seal

of the corporation to be affixed to all papers which may require it;

but no committee shall have the power or authority to:Committees - Classes of directors - Nonstock corporations - Reliance upon books - Action without

Oklahoma Statutes - Title 18. Corporations Page 13ent provided in

the resolution of the board of directors, or in the bylaws of the

corporation, shall have and may exercise all the powers and

authority of the board of directors in the management of the

business and affairs of the corporation, and may authorize the seal

of the corporation to be affixed to all papers which may require it;

but no committee shall have the power or authority to:

a. approve, adopt, or recommend to the shareholders any

action or matter, other than the election or removal

of directors, expressly required by the Oklahoma

General Corporation Act to be submitted to

shareholders for approval, or

b. adopt, amend, or repeal any bylaw of the corporation.

2. Unless otherwise provided in the certificate of

incorporation, the bylaws or the resolution of the board of

directors designating the committee, a committee may create one or

more subcommittees, each subcommittee to consist of one or more

members of the committee, and delegate to a subcommittee any or all

of the powers and authority of the committee. Except for references

to committees and members of committees in this subsection, every

reference in this title to a committee of the board of directors or

a member of a committee shall be deemed to include a reference to a

subcommittee or member of a subcommittee.

3. A majority of the directors then serving on a committee of

the board of directors or on a subcommittee of a committee shall

constitute a quorum for the transaction of business by the committee

or subcommittee, unless the certificate of incorporation, the

bylaws, a resolution of the board of directors or a resolution of a

committee that created the subcommittee requires a greater or lesser

number; provided that in no case shall a quorum be less than one-

third (1/3) of the directors then serving on the committee or

subcommittee. The vote of the majority of the members of a

committee or subcommittee present at a meeting at which a quorum is

present shall be the act of the committee or subcommittee, unless

the certificate of incorporation, the bylaws, a resolution of the

board of directors or a resolution of a committee that created the

subcommittee requires a greater number.

D. The directors of any corporation organized under the

Oklahoma General Corporation Act, by the certificate of

incorporation or by an initial bylaw, or by a bylaw adopted by a

Oklahoma Statutes - Title 18. Corporations Page 337

vote of the shareholders, may be divided into one, two, or three

classes; the term of office of those of the first class to expire at

the first annual meeting held after the classification becomes

effective; of the second class one (1) year thereafter; of the third

class two (2) years thereafter; and at each annual election held

after the classification becomes effective, directors shall be

chosen for a full term, as the case may be, to succeed those whose

terms expire. The certificate of incorporation or bylaw provision

dividing the directors into classes may authorize the board of

directors to assign members of the board then in office to such

classes when the classification becomes effective. The certificate

of incorporation may confer upon holders of any class or series of

stock the right to elect one or more directors who shall serve for

the term, and have voting powers as shall be stated in the

certificate of incorporation. The terms of office and voting powers

of the directors elected in the manner so provided in the

certificate of incorporation may be greater than or less than those

of any other director or class of directors. In addition, the

certificate of incorporation may confer upon one or more directors,

whether or not elected separately by the holders of any class or

series of stock, voting powers greater than or less than those of

other directors. Any such provision conferring greater or lesser

voting power shall apply to voting in any committee, unless

otherwise provided in the certificate of incorporation or bylaws.

If the certificate of incorporation provides that directors elected

by the holders of a class or series of stock shall have more or less

than one vote per director on any matter, every reference in the

Oklahoma General Corporation Act to a majority or other proportion

of directors shall refer to a majority or other proportion of the

votes of the directors.

E. A member of the board of directors, or a member of any

committee designated by the board of directors, in the performance

of the member’s duties, shall be fully protected in relying in good

faith upon the records of the corporation and upon information,

opinions, reports, or statements presented to the corporation by any

of the corporation’s officers or employees, or committees of the

board of directors, or by any other person as to matters the member

reasonably believes are within the officer’s, employee’s,

committee’s or other person’s competence and who have been selected

with reasonable care by or on behalf of the corporation.

F. Unless otherwise restricted by the certificate of

incorporation or bylaws:

1. Any action required or permitted to be taken at any meeting

of the board of directors, or of any committee thereof may be taken

without a meeting if all members of the board or committee, as the

case may be, consent thereto in writing or by electronic

transmission, and a consent may be documented, signed, and delivered

Oklahoma Statutes - Title 18. Corporations Page 338

in any manner permitted by Section 1014.3 of this title. Any person

whether or not then a director may provide, whether through

instruction to an agent or otherwise, that a consent to action will

be effective at a future time (including a time determined upon the

happening of an event), no later than sixty (60) days after such

instruction is given or such provision is made and such consent

shall be deemed to have been given for purposes of this subsection

at such effective time so long as such person is then a director and

did not revoke the consent prior to such time; and any such consent

shall be revocable prior to its becoming effective. After an action

is taken, the consent or consents relating thereto shall be filed

with the minutes of the proceedings of the board of directors, or

the committee thereof, in the same paper or electronic form as the

minutes are maintained;

2. The board of directors of any corporation organized in

accordance with the provisions of the Oklahoma General Corporation

Act may hold its meetings, and have an office or offices, outside of

this state;

3. The board of directors shall have the authority to fix the

compensation of directors; and

4. Members of the board of directors of any corporation, or any

committee designated by the board, may participate in a meeting of

the board or committee by means of conference telephone or other

communications equipment by means of which all persons participating

in the meeting can hear or otherwise communicate with each other.

Participation in a meeting pursuant to the provisions of this

subsection shall constitute presence in person at the meeting.

G. 1. The certificate of incorporation or bylaws of any

nonstock corporation may provide that less than one-third (1/3) of

the members of the governing body may constitute a quorum thereof

and may otherwise provide that the business and affairs of the

corporation shall be managed in a manner different from that

provided for in this section, which differences may include

additional classes of directors, longer terms of service, the use of

less than unanimous consents for board action, and permitting the

Chair of the Board of Directors to designate committees and appoint

members.

2. Except as may be otherwise provided by the certificate of

incorporation, the provisions of this section shall apply to such a

corporation, and when so applied, all references to the board of

directors, to members thereof, and to shareholders shall be deemed

to refer to the governing body of the corporation, the members

thereof and the members of the corporation, respectively; and all

references to stock, capital stock, or shares shall be deemed to

refer to memberships of a nonprofit nonstock corporation and to

membership interests of any other nonstock corporation.

Oklahoma Statutes - Title 18. Corporations Page 339

H. 1. Any director or the entire board of directors may be

removed, with or without cause, by the holders of a majority of the

shares then entitled to vote at an election of directors, except as

follows:

a. unless the certificate of incorporation otherwise

provides, in the case of a corporation whose board is

classified as provided for in subsection D of this

section, shareholders may effect such removal only for

cause, or

b. in the case of a corporation having cumulative voting,

if less than the entire board is to be removed, no

director may be removed without cause if the votes

cast against the director’s removal would be

sufficient to elect the director if then cumulatively

voted at an election of the entire board of directors,

or, if there are classes of directors, at an election

of the class of directors of which the director is a

part.

2. Whenever the holders of any class or series are entitled to

elect one or more directors by the provisions of the certificate of

incorporation, the provisions of this subsection shall apply, in

respect to the removal without cause of a director or directors so

elected, to the vote of the holders of the outstanding shares of

that class or series and not to the vote of the outstanding shares

as a whole.
Okla. Stat. tit. 18, § 18-2039 — OK Code / Title 18 / Section 18-2039
Winding up business or affairs - Ways - Acts and
Status: in_force

transactions of member or manager - Presumptive notice.

A. Except as otherwise provided in the articles of organization

or operating agreement:

1. The business or affairs of the limited liability company may

be wound up in one of the following ways:

a. by the managers, or

b. if one or more of the members or managers have engaged

in conduct that casts reasonable doubt on their

ability to wind up the business or affairs of the

limited liability company, or upon other cause shown,

by the district court on application of any member,

his legal representative, or assignee; and

2. The persons winding up the business or affairs of the

limited liability company may, in the name of, and for and on behalf

of, the limited liability company:

a. prosecute and defend suits,

Oklahoma Statutes - Title 18. Corporations Page 567

b. settle and close the business of the limited liability

company,

c. dispose of and transfer the property of the limited

liability company,

d. discharge the liabilities of the limited liability

company, and

e. distribute to the members any remaining assets of the

limited liability company.

B. Except as provided in subsections D and E of this section,

after an event causing dissolution of the limited liability company

any manager can bind the limited liability company:

1. By any act appropriate for winding up the limited liability

company's affairs or completing transactions unfinished at

dissolution; and

2. By any transaction that would have bound the limited

liability company if it had not been dissolved, if the other party

to the transaction does not have notice of the dissolution.

C. The filing of the articles of dissolution shall be presumed

to constitute notice of dissolution for purposes of paragraph 2 of

subsection B of this section.

D. An act of a manager or member that is not binding on the

limited liability company pursuant to subsection B of this section

is binding if it is otherwise authorized by the limited liability

company.

E. An act of a manager or member that would be binding under

subsection B or would be otherwise authorized but that is in

contravention of a restriction on authority shall not bind the

limited liability company to persons having knowledge of the

restriction.
Okla. Stat. tit. 18, § 18-1100 — OK Code / Title 18 / Section 18-1100
Trustees or receivers for dissolved corporations;
Status: in_force

appointment; powers; duties.

TRUSTEES OR RECEIVERS FOR DISSOLVED CORPORATIONS;

APPOINTMENT; POWERS; DUTIES

When any corporation organized in accordance with the provisions

of the Oklahoma General Corporation Act shall be dissolved in any

manner whatever, the district court, on application of any creditor,

shareholder or director of the corporation, or any other person who

shows good cause therefor, at any time, may either appoint one or

more of the directors of the corporation to be trustees, or appoint

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

take charge of the corporation's property, and to collect the debts

and property due and belonging to the corporation, with power to

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

all such suits as may be necessary or proper for the purposes

aforesaid, and to appoint an agent or agents under them, and to do

all other acts which might be done by the corporation, if in being,

that may be necessary for the final settlement of the unfinished

business of the corporation. The powers of the trustees or

receivers may be continued as long as the district court shall think

necessary for the purposes provided for in this section.
Okla. Stat. tit. 18, § 18-441-1203 — OK Code / Title 18 / Section 18-441-1203
Judicial dissolution
Status: in_force

JUDICIAL DISSOLUTION. The district court may dissolve a limited

cooperative association or order any action that under the

circumstances is appropriate and equitable:

(1) In a proceeding initiated by the Attorney General, if:

(A) the association obtained its articles of organization

through fraud; or

(B) the association has continued to exceed or abuse the

authority conferred upon it by law; or

(2) In a proceeding initiated by a member, if:

(A) the directors are deadlocked in the management of the

association’s affairs, the members are unable to break

Oklahoma Statutes - Title 18. Corporations Page 212

the deadlock, and irreparable injury to the

association is occurring or is threatened because of

the deadlock;

(B) the directors or those in control of the association

have acted, are acting, or will act in a manner that

is illegal, oppressive, or fraudulent;

(C) the members are deadlocked in voting power and have

failed to elect successors to directors whose terms

have expired for two consecutive periods during which

annual members meetings were held or were to be held;

or

(D) the assets of the association are being misapplied or

wasted.
Okla. Stat. tit. 18, § 18-2020 — OK Code / Title 18 / Section 18-2020
Voting rights of members
Status: in_force

VOTING RIGHTS OF MEMBERS

A. Voting by members may be on a per capita, number, financial

interest, class, group or any other basis. Unless otherwise

provided in the articles of organization or operating agreement, the

members of a limited liability company vote in proportion to their

respective interests in the profits of the limited liability

company. Except as otherwise provided in subsection D of this

section or unless the context otherwise requires, references in the

Oklahoma Limited Liability Company Act to a vote or the consent of

the members mean a vote or consent of the members holding a majority

of the interests in the profits of the limited liability company.

The vote or consent may be evidenced in the minutes of a meeting of

the members or by a written consent in lieu of a meeting.

B. Except as otherwise provided in subsection D of this section

or in the articles of organization or operating agreement, a

majority vote of the members shall be required to approve the

following matters:

1. The sale, exchange, lease, mortgage, pledge, or other

transfer of all or substantially all of the assets of the limited

liability company;

2. Merger of the limited liability company with another limited

liability company or other entity; and

3. An amendment to the articles of organization or operating

agreement.

C. The articles of organization or operating agreement may

alter the above voting rights and provide for any other voting

rights of members.

D. Unless otherwise provided in the articles of organization or

a written operating agreement, the unanimous vote or consent of the

members shall be required to approve the following matters:

1. The dissolution of the limited liability company pursuant to

paragraph 3 of subsection A of Section 2037 of this title; or

2. An amendment to the articles of organization or an amendment

to a written operating agreement:

a. which reduces the term of the existence of the limited

liability company,

b. which reduces the required vote of members to approve

a dissolution, merger or sale, exchange, lease,

mortgage, pledge, or other transfer of all or

substantially all of the assets of the limited

liability company,

c. which permits a member to voluntarily withdraw from

the limited liability company, or

Oklahoma Statutes - Title 18. Corporations Page 556

d. which reduces the required vote of members to approve

an amendment to the articles of organization or

written operating agreement reducing the vote

previously required on the matters described in this

paragraph.

E. An operating agreement may grant to all or certain

identified members or a specified class or group of the members the

right to vote separately or with all or any class or group of the

members or managers, on any matter.
Okla. Stat. tit. 18, § 18-1065.1 — OK Code / Title 18 / Section 18-1065.1
Access to proxy solicitation materials – Proxy expense
Status: in_force

reimbursement.

ACCESS TO PROXY SOLICITATION MATERIALS; PROXY EXPENSE

REIMBURSEMENT

A. The bylaws may provide that if the corporation solicits

proxies with respect to an election of directors, it may be

required, to the extent and subject to such procedures or

conditions as may be provided in the bylaws, to include in its

Oklahoma Statutes - Title 18. Corporations Page 390

proxy solicitation materials, including any form of proxy it

distributes, in addition to individuals nominated by the board of

directors, one or more individuals nominated by a shareholder.

Such procedures or conditions may include any of the following:

1. A provision requiring a minimum record or beneficial

ownership, or duration of ownership, of shares of the

corporation's capital stock, by the nominating shareholder, and

defining beneficial ownership to take into account options or other

rights in respect of or related to such stock;

2. A provision requiring the nominating shareholder to submit

specified information concerning the shareholder and the

shareholder's nominees, including information concerning ownership

by such persons of shares of the corporation's capital stock, or

options or other rights in respect of or related to such stock;

3. A provision conditioning eligibility to require inclusion

in the corporation's proxy solicitation materials upon the number

or proportion of directors nominated by shareholders or whether the

shareholder previously sought to require such inclusion;

4. A provision precluding nominations by any person if such

person, any nominee of such person, or any affiliate or associate

of such person or nominee, has acquired or publicly proposed to

acquire shares constituting a specified percentage of the voting

power of the corporation's outstanding voting stock within a

specified period before the election of directors;

5. A provision requiring that the nominating shareholder

undertake to indemnify the corporation in respect of any loss

arising as a result of any false or misleading information or

statement submitted by the nominating shareholder in connection

with a nomination; and

6. Any other lawful condition.

B. The bylaws may provide for the reimbursement by the

corporation of expenses incurred by a shareholder in soliciting

proxies in connection with an election of directors, subject to

such procedures or conditions as the bylaws may prescribe,

including:

1. Conditioning eligibility for reimbursement upon the number

or proportion of persons nominated by the shareholder seeking

reimbursement or whether such shareholder previously sought

reimbursement for similar expenses;

2. Limitations on the amount of reimbursement based upon the

proportion of votes cast in favor of one or more of the persons

nominated by the shareholder seeking reimbursement, or upon the

amount spent by the corporation in soliciting proxies in connection

with the election;

3. Limitations concerning elections of directors by cumulative

voting pursuant to Section 1059 of Title 18 of the Oklahoma

Statutes; or

Oklahoma Statutes - Title 18. Corporations Page 391

4. Any other lawful condition.

C. No bylaw so adopted shall apply to elections for which any

record date precedes its adoption.
Okla. Stat. tit. 18, § 18-806 — OK Code / Title 18 / Section 18-806
Purpose of formation of professional entity
Status: in_force

A professional entity may be formed for the purpose of rendering

one specific type of professional service or related professional

services and services ancillary thereto and shall not engage in any

business other than rendering the professional service or services

which it was organized to render and services ancillary thereto;

provided, however, that a professional entity may own real and

personal property necessary or appropriate for rendering the type of

professional services it was organized to render and may invest its

funds in real estate, mortgages, stocks, bonds and any other type of

investments.
Okla. Stat. tit. 18, § 18-1120 — OK Code / Title 18 / Section 18-1120
Revival of certificate of incorporation
Status: in_force

REVIVAL OF CERTIFICATE OF INCORPORATION

A. As used in this section, “certificate of incorporation”

includes the charter of a corporation organized pursuant to the

provisions of any law of this state.

B. Any corporation whose certificate of incorporation has

become forfeited by law for nonpayment of taxes may at any time

procure a revival of its certificate of incorporation, together with

all the rights, franchises, privileges and immunities and subject to

all of its duties, debts and liabilities which had been secured or

imposed by its original certificate of incorporation and all

amendments thereto. Notwithstanding the foregoing, this section

shall not be applicable to a corporation whose certificate of

incorporation has been revoked or forfeited pursuant to Section 1104

of this title.

C. The revival of the certificate of incorporation may be

procured as authorized by the board of directors or members of the

governing body of the corporation in accordance with subsection H

and by executing, acknowledging and filing a certificate of revival

in accordance with the provisions of Section 1007 of this title.

D. The certificate required by the provisions of subsection C

of this section shall state:

1. The date of filing of the corporation’s original certificate

of incorporation; the name under which the corporation was

originally incorporated; the name of the corporation at the time its

certificate of incorporation became forfeited or void pursuant to

this title; and the new name under which the corporation is to be

revived to the extent required by subsection F of this section;

2. The address of the corporation’s registered office in this

state, which shall be stated in accordance with subsection C of

Section 1021 of this title, and the name of its registered agent at

such address;

3. That the corporation desiring to be revived and so reviving

its certificate of incorporation was organized pursuant to the laws

of this state;

Oklahoma Statutes - Title 18. Corporations Page 496

4. The date when the certificate of incorporation became

forfeited or that the validity of any revival has been brought into

question; and

5. That the certificate of revival is filed by authority of the

board of directors or members of the governing body of the

corporation as provided for in subsection H of this section.

E. Upon the filing of the certificate in accordance with the

provisions of Section 1007 of this title, the corporation shall be

revived with the same force and effect as if its certificate of

incorporation had not become forfeited. Such revival shall validate

all contracts, acts, matters and things made, done and performed

within the scope of its certificate of incorporation by the

corporation, its directors or members of its governing body,

officers, agents and shareholders or members during the time when

its certificate of incorporation was forfeited, with the same force

and effect and to all intents and purposes as if the certificate of

incorporation had at all times remained in full force and effect.

All real and personal property, rights and credits, which belonged

to the corporation at the time its certificate of incorporation

became forfeited and which were not disposed of prior to the time of

its revival and all real and personal property, rights and credits

acquired by the corporation after its certificate of incorporation

became forfeited pursuant to this title shall be vested in the

corporation, after its revival, as if its certificate of

incorporation had at all times remained in full force and effect,

and the corporation after its revival shall be as exclusively liable

for all contracts, acts, matters and things made, done or performed

in its name and on its behalf by its directors or members of its

governing body, officers, agents and shareholders or members prior

to its revival, as if its certificate of incorporation had at all

times remained in full force and effect.

F. If, after three (3) years from the date upon which the

certificate of incorporation became forfeited for nonpayment of

taxes, the name of the corporation is unavailable upon the records

of the Secretary of State, then in such case the corporation to be

revived shall not be revived under the same name which it bore when

its certificate of incorporation became forfeited, or expired but

shall be revived under some other name as set forth in the

certificate to be filed pursuant to subsection C of this section.

G. Any corporation that revives its certificate of

incorporation pursuant to the provisions of this section shall pay

to this state the amounts provided in Sections 1201 through 1214 of

Title 68 of the Oklahoma Statutes. No payment made pursuant to this

subsection shall reduce the amount of franchise tax due pursuant to

the provisions of Sections 1201 through 1214 of Title 68 of the

Oklahoma Statutes for the year in which the revival is effected.

Oklahoma Statutes - Title 18. Corporations Page 497

H. For purposes of this section, the board of directors or

governing body of the corporation shall be comprised of the persons,

who, but for the certificate of incorporation having become

forfeited pursuant to this title, would be the duly elected or

appointed directors or members of the governing body of the

corporation. The requirement for authorization by the board of

directors under subsection C of this section shall be satisfied if a

majority of the directors or members of the governing body then in

office, even though less than a quorum, or the sole director or

member of the governing body then in office, authorizes the revival

of the certificate of incorporation of the corporation and the

filing of the certificate required by subsection C of this section.

In any case where there shall be no directors of the corporation

available to revive the certificate of incorporation of the

corporation, the shareholders may elect a full board of directors,

as provided by the bylaws of the corporation, and the board so

elected may then authorize the revival of the certificate of

incorporation of the corporation and the filing of the certificate

required by subsection C of this section. A special meeting of the

shareholders for the purpose of electing directors may be called by

any officer or shareholder upon notice given in accordance with the

provisions of Section 1067 of this title. For purposes of this

section, the bylaws shall be the bylaws of the corporation that, but

for the certificate of incorporation having become forfeited, would

be the duly adopted bylaws of the corporation.

I. After a revival of the certificate of incorporation of the

corporation shall have been effected, the provisions of subsection C

of Section 1056 of this title shall govern and the period of time

during which the certificate of incorporation of the corporation was

forfeited shall be included within the calculation of the thirty-day

and thirteen-month periods to which subsection C of Section 1056 of

this title refers. A special meeting of shareholders held in

accordance with subsection H of this section shall be deemed an

annual meeting of shareholders for purposes of subsection C of

Section 1056 of this title.

J. Whenever it shall be desired to revive the certificate of

incorporation of any nonstock corporation, the governing body shall

perform all the acts necessary for the revival of the charter of the

corporation which are performed by the board of directors in the

case of a corporation having capital stock. In addition, the

members of any nonstock corporation who are entitled to vote for the

election of members of its governing body and any other members

entitled to vote for dissolution under the certificate of

incorporation or the bylaws of such corporation, shall perform all

the acts necessary for the revival of the certificate of

incorporation of the corporation which are performed by the

shareholders in the case of a corporation having capital stock. In

Oklahoma Statutes - Title 18. Corporations Page 498

all other respects, the procedure for the revival of the certificate

of incorporation of a nonstock corporation shall conform, as nearly

as may be applicable, to the procedure prescribed in this section

for the revival of the certificate of incorporation of a corporation

having capital stock; provided, however, subsection I of this

section shall not apply to nonstock corporations.
Okla. Stat. tit. 18, § 18-1100.1 — OK Code / Title 18 / Section 18-1100.1
Notice to claimants - Filing of claims
Status: in_force

NOTICE TO CLAIMANTS; FILING OF CLAIMS

A. 1. After a corporation has been dissolved in accordance

with the procedures set forth in the Oklahoma General Corporation

Act, the corporation or any successor entity may give notice of the

dissolution requiring all persons having a claim against the

corporation other than a claim against the corporation in a pending

action, suit, or proceeding to which the corporation is a party to

Oklahoma Statutes - Title 18. Corporations Page 480

present their claims against the corporation in accordance with the

notice. The notice shall state:

a. that all such claims must be presented in writing and

must contain sufficient information reasonably to

inform the corporation or successor entity of the

identity of the claimant and the substance of the

claim,

b. the mailing address to which a claim must be sent,

c. the date by which a claim must be received by the

corporation or successor entity, which date shall be

no earlier than sixty (60) days from the date of the

notice,

d. that the claim will be barred if not received by the

date referred to in subparagraph c of this paragraph,

e. that the corporation or a successor entity may make

distributions to other claimants and the corporation's

shareholders or persons interested as having been such

without further notice to the claimant, and

f. the aggregate amount, on an annual basis, of all

distributions made by the corporation to its

shareholders for each of the three (3) years prior to

the date the corporation dissolved.

2. The notice shall also be published at least once a week for

two (2) consecutive weeks in a newspaper of general circulation in

the county in which the office of the corporation's last registered

agent in this state is located and in the corporation's principal

place of business and, in the case of a corporation having Ten

Million Dollars ($10,000,000.00) or more in total assets at the time

of its dissolution, at least once in an Oklahoma newspaper having a

circulation of at least two hundred fifty thousand (250,000). On or

before the date of the first publication of the notice, the

corporation or successor entity shall mail a copy of the notice by

certified or registered mail, return receipt requested, to each

known claimant of the corporation, including persons with claims

asserted against the corporation in a pending action, suit, or

proceeding to which the corporation is a party.

3. Any claim against the corporation required to be presented

pursuant to this subsection is barred if a claimant who was given

actual notice under this subsection does not present the claim to

the dissolved corporation or successor entity by the date referred

to in subparagraph c of paragraph 1 of this subsection.

4. A corporation or successor entity may reject, in whole or in

part, any claim made by a claimant pursuant to this subsection by

mailing notice of rejection by certified or registered mail return

receipt requested to the claimant within ninety (90) days after

receipt of the claim and, in all events, at least one hundred fifty

(150) days before the expiration of the period described in Section

Oklahoma Statutes - Title 18. Corporations Page 481

1099 of this title; provided, however, that in the case of a claim

filed pursuant to Section 1110 of this title against a corporation

or successor entity for which a receiver or trustee has been

appointed by the district court, the time period shall be as

provided in Section 1111 of this title, and the thirty-day appeal

period provided for in Section 1111 of this title shall be

applicable. A notice sent by a corporation or successor entity

pursuant to this subsection shall state that any claim rejected will

be barred if an action, suit, or proceeding with respect to the

claim is not commenced within one hundred twenty (120) days of the

date thereof, and shall be accompanied by a copy of Sections 1099

through 1100.3 of this title, and, in the case of a notice sent by a

court-appointed receiver or trustee for a claim filed pursuant to

Section 1110 of this title, the notice shall be accompanied by

copies of Sections 1110 and 1111 of this title.

5. A claim against a corporation is barred if a claimant whose

claim is rejected pursuant to paragraph 4 of this subsection does

not commence an action, suit, or proceeding with respect to the

claim within one hundred twenty (120) days after the mailing of the

rejection notice.

B. 1. A corporation or successor entity electing to follow the

procedures described in subsection A of this section shall also give

notice of the dissolution of the corporation to persons with

contractual claims contingent upon the occurrence or nonoccurrence

of future events or otherwise conditional or unmatured, and request

that those persons present their claims in accordance with the terms

of the notice. As used in this section and Section 1100.2 of this

title, the term "contractual claims" shall not include any implied

warranty as to any product manufactured, sold, distributed, or

handled by the dissolved corporation. The notice shall be in

substantially the form, and sent and published in the same manner,

as described in paragraph 1 of subsection A of this section.

2. The corporation or successor entity shall offer any claimant

on a contract whose claim is contingent, conditional, or unmatured,

the security that the corporation or successor entity determines is

sufficient to provide compensation to the claimant if the claim

matures. The corporation or successor entity shall mail the offer

to the claimant by certified or registered mail, return receipt

requested, within ninety (90) days of receipt of the claim and, in

all events, at least one hundred fifty (150) days before the

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

If the claimant offered the security does not deliver in writing to

the corporation or successor entity a notice rejecting the offer

within one hundred twenty (120) days after receipt of the offer for

security, the claimant shall be deemed to have accepted the security

as the sole source from which to satisfy his or her claim against

the corporation.

Oklahoma Statutes - Title 18. Corporations Page 482

C. 1. A corporation or successor entity which has given notice

in accordance with subsection A of this section shall petition the

district court to determine the amount and form of security that

will be reasonable likely to be sufficient to provide compensation

for any claim against the corporation which is the subject of a

pending action, suit, or proceeding to which the corporation is a

party other than a claim barred pursuant to subsection A of this

section.

2. A corporation or successor entity which has given notice in

accordance with subsections A and B of this section shall petition

the district court to determine the amount and form of security that

will be sufficient to provide compensation to any claimant who has

rejected the offer for security made pursuant to paragraph 2 of

subsection B of this section.

3. A corporation or successor entity which has given notice in

accordance with subsection A of this section shall petition the

district court to determine the amount and form of security which

will be reasonably likely to be sufficient to provide compensation

for claims that have not been made known to the corporation or that

have not arisen but that, based on facts known to the corporation or

successor entity, are likely to arise or to become known to the

corporation or successor entity within five (5) years after the date

of dissolution or a longer period of time as the district court may

determine not to exceed ten (10) years after the date of

dissolution. The district court may appoint a guardian ad litem in

respect of any such proceeding brought under this subsection. The

reasonable fees and expenses of the guardian, including all

reasonable expert witness fees, shall be paid by the petitioner in

the proceeding.

D. The giving of any notice or making of any offer pursuant to

the provisions of this section shall not revive any claim then

barred or constitute acknowledgment by the corporation or successor

entity that any person to whom the notice is sent is a proper

claimant and shall not operate as a waiver of any defense or

counterclaim in respect of any claim asserted by any person to whom

the notice is sent.

E. As used in this section, the term "successor entity" shall

include any trust, receivership, or other legal entity governed by

the laws of this state to which the remaining assets and liabilities

of a dissolved corporation are transferred and which exists solely

for the purposes of prosecuting and defending suits, by or against

the dissolved corporation, enabling the dissolved corporation to

settle and close the business of the dissolved corporation, to

dispose of and convey the property of the dissolved corporation, to

discharge the liabilities of the dissolved corporation, and to

distribute to the dissolved corporation's shareholders any remaining

Oklahoma Statutes - Title 18. Corporations Page 483

assets, but not for the purpose of continuing the business for which

the dissolved corporation was organized.

F. In the case of a nonstock corporation, any notice referred

to in the last sentence of paragraph 4 of subsection A of this

section shall include a copy of Section 1 of this act. In the case

of a nonprofit nonstock corporation, provisions of this section

regarding distributions to members shall not apply to the extent

that those provisions conflict with any other applicable law or with

that corporation's certificate of incorporation or bylaws.
Okla. Stat. tit. 18, § 18-437.10 — OK Code / Title 18 / Section 18-437.10
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. 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 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 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 filed

by the board of trustees.
Okla. Stat. tit. 18, § 18-2054.8 — OK Code / Title 18 / Section 18-2054.8
Merger and consolidation of registered series
Status: in_force

MERGER AND CONSOLIDATION OF REGISTERED SERIES

A. Under an agreement of merger or consolidation, one or more

registered series may merge or consolidate with or into one or more

other registered series of the same limited liability company with

such registered series as the agreement shall provide being the

Oklahoma Statutes - Title 18. Corporations Page 605

surviving or resulting registered series. Unless otherwise provided

in the operating agreement, an agreement of merger or consolidation

shall be approved by each registered series which is to merge or

consolidate by members of the registered series who own a majority

of the then current percentage or other interest in the profits of

the registered series owned by all of the members of the registered

series. In connection with a merger or consolidation hereunder,

rights or securities of, or interests in, a registered series which

is a constituent party to the merger or consolidation may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, the surviving or resulting

registered series or, in addition to or in lieu thereof, may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, a domestic limited liability company

or other business entity which is not the surviving or resulting

registered series in the merger or consolidation, may remain

outstanding, or may be canceled. Notwithstanding prior approval, an

agreement of merger or consolidation may be terminated or amended

under a provision for such termination or amendment contained in the

agreement of merger or consolidation.

B. If a registered series is merging or consolidating under

this section, the registered series surviving or resulting in or

from the merger or consolidation shall file articles of merger or

consolidation of registered series executed by one or more

authorized persons on behalf of the registered series when it is the

surviving or resulting registered series in the Office of the

Secretary of State. The articles of merger or consolidation of

registered series shall state:

1. The name of each registered series which is to merge or

consolidate and the name of the limited liability company that

formed the registered series;

2. That an agreement of merger or consolidation has been

approved and executed by or on behalf of each registered series

which is to merge or consolidate;

3. The name of the surviving or resulting registered series;

4. Such amendment, if any, to the articles of registered series

of the registered series that is the surviving registered series to

change the name of the surviving registered series, as is desired to

be effected by the merger;

5. The future effective date or time, which shall be a date or

time certain, of the merger or consolidation if it is not to be

effective upon the filing of the articles of merger or consolidation

of registered series;

6. That the agreement of merger or consolidation is on file at

a place of business of the surviving or resulting registered series

or the limited liability company that formed such registered series,

and shall state the address thereof; and

Oklahoma Statutes - Title 18. Corporations Page 606

7. That a copy of the agreement of merger or consolidation will

be furnished by the surviving or resulting registered series, on

request and without cost, to any member of any registered series

which is to merge or consolidate.

C. Unless a future effective date or time is provided in

articles of merger or consolidation of registered series, a merger

or consolidation under this section shall be effective upon the

filing in the Office of the Secretary of State of articles of merger

or consolidation of registered series.

D. Articles of merger or consolidation of registered series

cancel the articles of registered series of the registered series

which is not the surviving or resulting registered series in the

merger or consolidation. Articles of merger or consolidation of

registered series that set forth any amendment in accordance with

paragraph 4 of subsection B of this section is deemed to be an

amendment to the articles of registered series of the surviving

registered series, and no further action shall be required to amend

the articles of registered series of the surviving registered series

under Section 14 of this act with respect to such amendments set

forth in such articles of merger or consolidation. Whenever this

section requires the filing of articles of merger or consolidation

of registered series, such requirement is deemed satisfied by the

filing of an agreement of merger or consolidation containing the

information required by this section to be set forth in such

articles of merger or consolidation.

E. An agreement of merger or consolidation approved in

accordance with subsection A of this section may effect any

amendment to the operating agreement relating solely to the

registered series that are constituent parties to the merger or

consolidation. Any amendment to an operating agreement relating

solely to the registered series that are constituent parties to the

merger or consolidation made under this subsection shall be

effective at the effective time or date of the merger or

consolidation and shall be effective notwithstanding any provision

of the operating agreement relating to amendment of the operating

agreement, other than a provision that by its terms applies to an

amendment to the operating agreement in connection with a merger or

consolidation. The provisions of this subsection shall not be

construed to limit the accomplishment of a merger or of any of the

matters referred to herein by any other means provided for in an

operating agreement or other agreement or as otherwise permitted by

law, including that the operating agreement relating to any

constituent registered series to the merger or consolidation,

including a registered series formed for the purpose of consummating

a merger or consolidation, shall be the operating agreement of the

surviving or resulting registered series.

Oklahoma Statutes - Title 18. Corporations Page 607

F. When any merger or consolidation shall have become effective

under this section, for all purposes of the laws of this state, all

of the rights, privileges, and powers of each of the registered

series that have merged or consolidated, and all property, real,

personal, and mixed, and all debts due to any of the registered

series, as well as all other things and causes of action belonging

to each of the registered series, shall be vested in the surviving

or resulting registered series, and shall thereafter be the property

of the surviving or resulting registered series as they were of each

of the registered series that have merged or consolidated. The

title to any real property vested by deed or otherwise, under the

laws of this state, in any of the registered series, shall not

revert or be in any way impaired by reason of this act; but all

rights of creditors and all liens upon any property of any of the

registered series shall be preserved unimpaired, and all debts,

liabilities, and duties of each of the registered series that have

merged or consolidated shall remain attached to the surviving or

resulting registered series, and may be enforced against it to the

same extent as if the debts, liabilities, and duties had been

incurred or contracted by it. Unless otherwise agreed, a merger or

consolidation of a registered series of a limited liability company,

including a registered series which is not the surviving or

resulting registered series in the merger or consolidation, shall

not require the registered series to wind up its affairs under

Section 14 of this act, or pay its liabilities and distribute its

assets under Section 14 of this act, and the merger or consolidation

shall not constitute a dissolution of the registered series.

G. An operating agreement may provide that a registered series

of a limited liability company shall not have the power to merge or

consolidate as set forth in this section.
Okla. Stat. tit. 18, § 18-439.2 — OK Code / Title 18 / Section 18-439.2
Filing articles of conversion with Secretary of State - Issuance of certificate of conversion. .. 143
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 5

Oklahoma Statutes - Title 18. Corporations Page 6Issuance of certificate of conversion.

Articles of conversion, when executed and acknowledged and

accompanied by such affidavits as may be required by applicable

provisions of this act, shall be presented to the Secretary of State

for filing in the records of his office. If the Secretary of State

shall find that the articles conform to the requirements of this

act, he shall, upon the payment of the fees specified by him file

the articles so presented in the records of his office and shall

issue over the Great Seal of the State an appropriate certificate of

conversion, and thereupon the conversion provided for therein shall

be in effect.
Okla. Stat. tit. 18, § 18-1113 — OK Code / Title 18 / Section 18-1113
Compensation, Costs and Expenses of Receiver or Trustee
Status: in_force

COMPENSATION, COSTS AND EXPENSES OF RECEIVER OR TRUSTEE

The district court, before making distribution of the assets of

a corporation among the creditors or shareholders thereof, shall

allow a reasonable compensation to the receiver or trustee for his

services, and the costs and expenses incurred in and about the

Oklahoma Statutes - Title 18. Corporations Page 489

execution of his trust, and the costs of the proceedings in the

district court, to be first paid out of the assets.
Okla. Stat. tit. 18, § 18-2006 — OK Code / Title 18 / Section 18-2006
Execution of articles - Evidence of authority -
Status: in_force

Signatures.

A. Articles required by Section 2000 et seq. of this title to

be filed with the Office of the Secretary of State shall be executed

in the following manner:

1. Articles of organization must be signed by at least one

person who need not be a member of the limited liability company;

and

2. Articles of amendment, registered series, merger,

consolidation, conversion, division, or dissolution must be signed

by a manager.

B. Any person may sign any articles by an attorney in fact. A

person who executes articles as an attorney-in-fact, agent or

fiduciary is not required to exhibit evidence of his or her

authority as a prerequisite to filing.

C. The execution of any articles under the Oklahoma Limited

Liability Company Act constitutes an affirmation under the penalties

of perjury that the facts stated therein are true.

D. Any signature on articles or any other instrument authorized

by the Oklahoma Limited Liability Company Act may be a facsimile

signature, a conformed signature or an electronically transmitted

signature.
Okla. Stat. tit. 18, § 18-1050 — OK Code / Title 18 / Section 18-1050
Special Purpose Reserves
Status: in_force

SPECIAL PURPOSE RESERVES

The directors of a corporation may set apart out of any of the

funds of the corporation available for dividends a reserve or

reserves for any proper purpose and may abolish any such reserve.
Okla. Stat. tit. 18, § 18-2052 — OK Code / Title 18 / Section 18-2052
Derivative action - Complaint
Status: in_force

In a derivative action, the complaint shall set forth with

particularity the effort of the plaintiff to secure initiation of

the action by the managers or the members who would otherwise have

Oklahoma Statutes - Title 18. Corporations Page 577

the authority to cause the limited liability company to sue in its

own right.
Okla. Stat. tit. 18, § 18-1210 — OK Code / Title 18 / Section 18-1210
Annual statement
Status: in_force

A. A benefit corporation shall annually provide its

shareholders with a statement as to the corporation's promotion of

general public benefit and any specific public benefit identified in

the certificate of incorporation. The statement shall include:

1. The objectives the board of directors has established to

promote general public benefit and any specific public benefit;

2. The standards the board of directors has adopted to measure

the corporation's progress in promoting general public benefit and

any specific public benefit;

3. Objective factual information based on those standards

regarding the corporation's success in meeting the objectives for

promoting general public benefit and any specific public benefit;

and

4. An assessment of the corporation's success in meeting the

objectives and promoting general public benefit and any specific

public benefit.

B. The certificate of incorporation or bylaws of a benefit

corporation may require that the corporation:

1. Make the statement described in subsection A of this section

available to the public; and

2. Use a third-party standard in connection with or attain a

periodic third-party certification addressing the corporation's

promotion of general public benefit and any specific public benefit

identified in the certificate of incorporation.

C. The benefit statement and the assessment of the performance

of the benefit corporation in the benefit statement required by

subsection A of this section are not required to be audited or

certified by a third party.

D. A benefit corporation shall send its annual benefit

statement to each shareholder on the earlier of:

1. One hundred twenty (120) days following the end of the

fiscal year of the benefit corporation; or

Oklahoma Statutes - Title 18. Corporations Page 536

2. The same time that the benefit corporation delivers any

other annual report to its shareholders.
Okla. Stat. tit. 18, § 18-441-801 — OK Code / Title 18 / Section 18-441-801
Board of directors
Status: in_force

BOARD OF DIRECTORS.

(a) A limited cooperative association must have a board of

directors of at least three individuals, unless the association has

fewer than three members. If the association has fewer than three

members, the number of directors may not be fewer than the number of

members.

(b) The affairs of a limited cooperative association must be

managed by, or under the direction of, the board of directors. The

board may adopt policies and procedures that do not conflict with

the organic rules or the Uniform Limited Cooperative Association Act

of 2009.

(c) An individual is not an agent for a limited cooperative

association solely by being a director.
Okla. Stat. tit. 18, § 18-552.13 — OK Code / Title 18 / Section 18-552.13
Reciprocal agreements with other states
Status: in_force

The Secretary of State may enter into reciprocal agreements with

a like authority of any other state or states for the purpose of

exchanging information made available to the Secretary of State.

Pursuant to such agreements the Secretary of State may accept

information filed by a charitable organization with another state in

lieu of the information required to be filed by a charitable

organization in accordance with the provisions of Section 552.3 of

this title, if such information is substantially similar to the

information required to be filed under Section 552.3 of this title.
Okla. Stat. tit. 18, § 18-1090.5 — OK Code / Title 18 / Section 18-1090.5
Conversion of domestic corporation to an entity
Status: in_force

CONVERSION OF DOMESTIC CORPORATION TO AN ENTITY

A. A domestic corporation may, upon the authorization of such

conversion in accordance with this section, convert to an entity.

As used in this section, the term “entity” means a domestic or

foreign partnership, whether general or limited, and including a

limited liability partnership and a limited liability limited

partnership, a foreign corporation including a public benefit

corporation, a domestic or foreign limited liability company

including a public benefit limited liability company, and 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 and whether formed or organized under the laws of this

state or the laws of any other jurisdiction.

B. The board of directors of the corporation which desires to

convert under this section shall adopt a resolution approving such

conversion, specifying the type of entity into which the corporation

Oklahoma Statutes - Title 18. Corporations Page 461

shall be converted and recommending the approval of the conversion

by the shareholders of the corporation. The resolution shall be

submitted to the shareholders of the corporation at an annual or

special meeting. Due notice of the time and purpose of the meeting

shall be mailed to each holder of shares, whether voting or

nonvoting, of the corporation at the address of the shareholder as

it appears on the records of the corporation, at least twenty (20)

days prior to the date of the meeting. At the meeting, the

resolution shall be considered and a vote taken for its adoption or

rejection. If a majority of the outstanding shares of stock of the

corporation entitled to vote shall vote for the adoption of the

resolution, the conversion shall be authorized provided that, if the

corporation is converting to a partnership having one or more

general partners, then in addition to such approval, authorization

of the conversion shall require approval of each shareholder of the

corporation who will become a general partner of such partnership as

a result of the conversion.

C. If the corporation has converted in accordance with this

section and the governing act of the domestic entity to which the

corporation is converting does not provide for the filing of a

conversion notice with the Secretary of State or the corporation is

converting to a foreign entity, the corporation shall file with the

Secretary of State a certificate of conversion executed in

accordance with Section 1007 of this title which certifies:

1. The name of the corporation and, if it has been changed, the

name under which it was originally incorporated;

2. The date of filing of its original certificate of

incorporation with the Secretary of State;

3. The name of the entity to which the corporation shall be

converted, its jurisdiction of formation if a foreign entity, and

the type of entity;

4. That the conversion has been approved in accordance with the

provisions of this section;

5. The future effective date or time of the conversion to an

entity, which shall be a date or time certain not later than ninety

(90) days after the filing, if it is not to be effective upon the

filing of the certificate of conversion;

6. The agreement of the foreign entity that it may be served

with process in this state in any action, suit or proceeding for

enforcement of any obligation of the foreign entity arising while it

was a domestic corporation and for enforcement of any obligation of

such other entity arising from the conversion including any suit or

other proceeding to enforce the right of any shareholders as

determined in appraisal proceedings under Section 1091 of this

title, and that it irrevocably appoints the Secretary of State as

its agent to accept service of process in any such action, suit or

proceeding;

Oklahoma Statutes - Title 18. Corporations Page 462

7. The address to which a copy of the process referred to in

this subsection shall be mailed by the Secretary of State. In the

event of such service upon the Secretary of State in accordance with

the provisions of Section 2004 of Title 12 of the Oklahoma Statutes,

the Secretary of State shall immediately notify such corporation

that has converted out of this state by letter, certified mail,

return receipt requested, directed to the corporation at the address

specified unless the corporation shall have designated in writing to

the Secretary of State a different address for this purpose, in

which case it shall be mailed to the last address so designated.

The notice shall include a copy of the process and any other papers

served on the Secretary of State pursuant to the provisions of this

subsection. It shall be the duty of the plaintiff in the event of

such service to serve process and any other papers in duplicate, to

notify the Secretary of State that service is being effected

pursuant to the provisions of this subsection, and to pay the

Secretary of State the fee provided for in paragraph 7 of subsection

A of Section 1142 of this title, which fee shall be taxed as part of

the costs in the proceeding. The Secretary of State shall maintain

an alphabetical record of any such service setting forth the name of

the plaintiff and the defendant, the title, docket number, and

nature of the proceeding in which process has been served upon the

Secretary of State, the fact that service has been effected pursuant

to the provisions of this subsection, the return date thereof, and

the date service was made. The Secretary of State shall not be

required to retain such information longer than five (5) years from

receipt of the service of process by the Secretary of State; and

8. If the entity to which the corporation is converting was

required to make a filing with the Secretary of State as a condition

of its formation, the type and date of such filing.

D. Upon the filing of a conversion notice with the Secretary of

State, whether under subsection C of this section or under the

governing act of the domestic entity to which the corporation is

converting, the filing of any formation document required by the

governing act of the domestic entity to which the corporation is

converting, and payment to the Secretary of State of all prescribed

fees, the corporation shall cease to exist as a domestic corporation

at the time the certificate of conversion becomes effective in

accordance with Section 1007 of this title. A copy of the

certificate of conversion issued by the Secretary of State shall be

prima facie evidence of the conversion by the corporation.

E. The conversion of a corporation under this section and the

resulting cessation of its existence as a domestic corporation shall

not be deemed to affect any obligations or liabilities of the

corporation incurred before such conversion or the personal

liability of any person incurred before the conversion, nor shall it

Oklahoma Statutes - Title 18. Corporations Page 463

be deemed to affect the choice of law applicable to the corporation

with respect to matters arising before the conversion.

F. Unless otherwise provided in a resolution of conversion

adopted in accordance with this section, the converting corporation

shall not be required to wind up its affairs or pay its liabilities

and distribute its assets, and the conversion shall not constitute a

dissolution of such corporation.

G. In a conversion of a domestic corporation to an entity under

this section, shares of stock of the converting domestic corporation

may be exchanged for or converted into cash, property, rights or

securities of, or memberships or membership, economic or ownership

interests in, the entity to which the domestic corporation is being

converted or, in addition to or in lieu thereof, may be exchanged

for or converted into cash, property, shares of stock, rights or

securities of, or interests in, another corporation or entity or may

be canceled.

H. When a corporation has converted to an entity under this

section, the entity shall be deemed to be the same entity as the

corporation. All of the rights, privileges and powers of the

corporation that has converted, and all property, real, personal and

mixed, and all debts due to the corporation, as well as all other

things and causes of action belonging to the corporation, shall

remain vested in the entity to which the corporation has converted

and shall be the property of the entity, and the title to any real

property vested by deed or otherwise in the corporation shall not

revert or be in any way impaired by reason of the conversion; but

all rights of creditors and all liens upon any property of the

corporation shall be preserved unimpaired, and all debts,

liabilities and duties of the corporation that has converted shall

remain attached to the entity to which the corporation has

converted, and may be enforced against it to the same extent as if

the debts, liabilities and duties had originally been incurred or

contracted by it in its capacity as the entity. The rights,

privileges, powers and interest in property of the corporation that

has converted, as well as the debts, liabilities and duties of the

corporation, shall not be deemed, as a consequence of the

conversion, to have been transferred to the entity to which the

corporation has converted for any purpose of the laws of this state.

I. No vote of shareholders of a corporation shall be necessary

to authorize a conversion if no shares of the stock of the

corporation shall have been issued before the adoption by the board

of directors of the resolution approving the conversion.

J. Nothing in this section shall be deemed to authorize the

conversion of a charitable nonstock corporation into another entity,

if the charitable status of such charitable nonstock corporation

would thereby be lost or impaired.

Oklahoma Statutes - Title 18. Corporations Page 464
Okla. Stat. tit. 18, § 18-1136 — OK Code / Title 18 / Section 18-1136
Service of process on nonqualifying foreign corporations
Status: in_force

SERVICE OF PROCESS ON NONQUALIFYING FOREIGN CORPORATIONS

A. If any foreign corporation shall transact business in this

state without having qualified to do business in accordance with the

provisions of Section 1130 of this title, service on the corporation

may be made by serving the Secretary of State as its agent as

provided in Section 2004 of Title 12 of the Oklahoma Statutes.

B. If any foreign corporation consents in writing to be subject

to the jurisdiction of any state or federal court in this state for

any civil action, suit or proceeding against it arising or growing

out of any business or matter, and if the agreement or instrument

setting forth such consent does not otherwise provide a manner of

service of legal process in any such civil action, suit or

proceeding against it, such foreign corporation shall be deemed to

have thereby appointed and constituted the Secretary of State of

this state its agent for the acceptance of legal process in any such

civil action, suit or proceeding against it. The transaction of

business in this state by such corporation or such consent by such

corporation to the jurisdiction of any state or federal court in

this state without provision for a manner of service of legal

process shall be a signification of the agreement of such

corporation that any process served upon the Secretary of State when

so served shall be of the same legal force and validity as if served

upon an authorized officer or agent personally within this state.

C. The provisions of Section 1132 of this title shall not apply

in determining whether any foreign corporation is transacting

business in this state within the meaning of this section; and "the

transaction of business" or "business transacted in this state", by

any such foreign corporation, whenever those words are used in this

section, shall mean the course or practice of carrying on any

business activities in this state, including, without limiting the

generality of the foregoing, the solicitation of business or orders

in this state. The provisions of this section shall not apply to

any insurance company doing business in this state.
Okla. Stat. tit. 18, § 18-1123 — OK Code / Title 18 / Section 18-1123
Failure of Corporation to Obey Writ of Mandamus - Quo
Status: in_force

Warranto Proceedings for Forfeiture of Charter.

FAILURE OF CORPORATION TO OBEY WRIT OF MANDAMUS; QUO WARRANTO

PROCEEDINGS FOR FORFEITURE OF CHARTER

If any corporation fails to obey the mandate of any peremptory

writ of mandamus issued by a court of competent jurisdiction of this

state for a period of thirty (30) days after the serving of the writ

Oklahoma Statutes - Title 18. Corporations Page 499

upon the corporation in any manner as provided by the laws of this

state for the service of writs, any party in interest in the

proceeding in which the writ of mandamus issued, either himself or

through his or its attorney, may file a statement of such fact with

the Attorney General of this state, and it shall thereupon be the

duty of the Attorney General to immediately commence proceedings in

the nature of quo warranto against the corporation in a court of

competent jurisdiction, and the court, upon competent proof of such

state of facts and proper proceedings had in such proceeding in the

nature of quo warranto, shall decree the charter of the corporation

forfeited.
Okla. Stat. tit. 18, § 18-1075.3 — OK Code / Title 18 / Section 18-1075.3
Single written notice to shareholders sharing an
Status: in_force

address.

SINGLE WRITTEN NOTICE TO SHAREHOLDERS SHARING AN ADDRESS

A. Without limiting the manner by which notice otherwise may be

given effectively to shareholders, any notice to shareholders given

by the corporation under any provision of the Oklahoma General

Corporation Act, the certificate of incorporation, or the bylaws

shall be effective if given by a single written notice to

shareholders who share an address if consented to by the

shareholders at that address to whom such notice is given. Any such

consent shall be revocable by the shareholder by written notice to

the corporation.

B. Any shareholder who fails to object in writing to the

corporation, within sixty (60) days of having been given written

notice by the corporation of its intention to send the single notice

permitted under subsection A of this section, shall be deemed to

have consented to receiving such single written notice.

C. This section shall not apply to Section 1045, 1111, 1119 or

1120 of this title.
Okla. Stat. tit. 18, § 18-381.3 — OK Code / Title 18 / Section 18-381.3
Conformity of existing associations
Status: in_force

The certificate of incorporation and certificate of authority to

transact business as an association, of every association heretofore

organized under the laws of this state and existing as of January 1,

2000, shall continue in full force and effect, and the same shall be

deemed as modified to conform with this act without the adoption of

Oklahoma Statutes - Title 18. Corporations Page 21

a new certificate of incorporation or issuance of a new certificate

of authority. The contracts, obligations and liabilities of every

such association, and the contracts, notes, mortgages, investments

and other assets and rights of every kind and nature held by it, as

well as its bylaws and resolutions, shall continue in full force and

effect. Every such association and every association hereafter

incorporated shall have perpetual existence, subject to merger,

conversion or liquidation pursuant to the provisions of this act.
Okla. Stat. tit. 18, § 18-1080 — OK Code / Title 18 / Section 18-1080
Restated certificate of incorporation
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 410

RESTATED CERTIFICATE OF INCORPORATION

A. A corporation, whenever desired, may integrate into a single

instrument all of the provisions of its certificate of incorporation

which are then in effect and operative as a result of there having

up to that time been filed with the Secretary of State one or more

certificates or other instruments pursuant to any of the sections

referred to in Section 1008 of this title, and it may at the same

time also further amend its certificate of incorporation by adopting

a restated certificate of incorporation.

B. If the restated certificate of incorporation merely restates

and integrates but does not further amend the certificate of

incorporation, as up to that time amended or supplemented by any

instrument that was filed pursuant to any of the sections mentioned

in Section 1008 of this title, it may be adopted by the board of

directors without a vote of the shareholders, or it may be proposed

by the directors and submitted by them to the shareholders for

adoption, in which case the procedure and vote required, if any, by

Section 1077 of this title for amendment of the certificate of

incorporation shall be applicable. If the restated certificate of

incorporation restates and integrates and also further amends in any

respect the certificate of incorporation, as up to that time amended

or supplemented, it shall be proposed by the directors and adopted

by the shareholders in the manner and by the vote prescribed by

Section 1077 of this title or, if the corporation has not received

any payment for any of its stock, in the manner and by the vote

prescribed by Section 1076 of this title.

C. A restated certificate of incorporation shall be

specifically designated as such in its heading. It shall state,

either in its heading or in an introductory paragraph, the

corporation's present name, and, if it has been changed, the name

under which it was originally incorporated, and the date of filing

of its original certificate of incorporation with the Secretary of

State. If it was adopted by the board of directors without a vote

of the shareholders, unless it was adopted pursuant to the

provisions of Section 1076 of this title or without a vote of

members pursuant to paragraph 3 of subsection B of Section 1077 of

this title, it shall state that it only restates and integrates and

does not further amend the provisions of the corporation's

certificate of incorporation as up to that time amended or

supplemented, and that there is no discrepancy between those

provisions and the provisions of the restated certificate. A

restated certificate of incorporation may omit:

1. Such provisions of the original certificate of incorporation

which named the incorporator or incorporators, the initial board of

directors, and the original subscribers for shares; and

2. Such provisions contained in any amendment to the

certificate of incorporation as were necessary to effect a change,

Oklahoma Statutes - Title 18. Corporations Page 411

exchange, reclassification, subdivision, combination or cancellation

of stock, if such change, exchange, reclassification, subdivision,

combination or cancellation has become effective.

Any such omissions shall not be deemed a further amendment.

D. A restated certificate of incorporation shall be executed,

acknowledged and filed in accordance with the provisions of Section

1007 of this title. Upon its filing with the Secretary of State,

the original certificate of incorporation, as up to that time

amended or supplemented, shall be superseded. From that time

forward, the restated certificate of incorporation, including any

further amendments or changes made thereby, shall be the certificate

of incorporation of the corporation, but the original date of

incorporation shall remain unchanged.

E. Any amendment or change effected in connection with the

restatement and integration of the certificate of incorporation

shall be subject to any other provision of the Oklahoma General

Corporation Act, not inconsistent with the provisions of this

section, which would apply if a separate certificate of amendment

were filed to effect such amendment or change.
Okla. Stat. tit. 18, § 18-910 — OK Code / Title 18 / Section 18-910
Deposit of funds
Status: in_force

No corporation organized under the provisions of this act shall

at any time be authorized to receive money on deposit. The

corporation shall not deposit any of its funds in any banking

institution unless such institution has been designated as a

depository by a vote of a majority of the directors present at an

authorized meeting of the board of directors, exclusive of any

director who is an officer or director of the depository so

designated.
Okla. Stat. tit. 18, § 18-381.61 — OK Code / Title 18 / Section 18-381.61
Merger or consolidation
Status: in_force

Pursuant to a plan agreed upon by at least two-thirds of the

members of the board of directors as being equitable to the members

or stockholders of the association and as not impairing other

associations, foreign associations, and federal associations, an

association may merge or consolidate with another association,

foreign association, or federal association, provided that the plan

of such merger or consolidation shall be approved at an annual

meeting or at any special meeting of the members or stockholders

called to consider such action by 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. An

application to merge or consolidate shall be filed with the State

Banking Commissioner and the same shall be the subject of an

individual proceeding pursuant to Article II of the Administrative

Procedures Act, Section 309 et seq. of Title 75 of the Oklahoma

Statutes. If the merger or consolidation is approved by the

Commissioner, a copy of the order of approval shall be filed with

the Secretary of State who shall then issue a certificate of merger.

In all cases of merger or consolidation, the corporate continuity of

the resulting corporation shall have the same incidents, rights and

liabilities as that of an association which has converted pursuant

to this act. The Commissioner may provide, by rule, for any

additional procedure to be followed, and application fee to be paid,

by any associations merging or consolidating pursuant to this act.

Oklahoma Statutes - Title 18. Corporations Page 66
Okla. Stat. tit. 18, § 18-2054.2 — OK Code / Title 18 / Section 18-2054.2
Conversion of limited liability company to an entity
Status: in_force

CONVERSION OF A LIMITED LIABILITY COMPANY TO AN ENTITY

A. A domestic limited liability company may convert to an

entity upon the authorization of such conversion in accordance with

this section. As used in this section, the term “entity” means a

domestic or foreign protected or registered series of a limited

liability company, a foreign limited liability company, a domestic

or foreign public benefit limited liability company, a domestic or

foreign corporation including a public benefit corporation, a

domestic or foreign partnership whether general or limited, and

including a limited liability partnership and a limited liability

limited partnership, and any domestic or foreign unincorporated

Oklahoma Statutes - Title 18. Corporations Page 583

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.

B. If the operating agreement specifies the manner of

authorizing a conversion of the limited liability company, the

conversion shall be authorized as specified in the operating

agreement.

C. If the operating agreement does not specify the manner of

authorizing a conversion of the limited liability company and does

not prohibit a conversion of the limited liability company, the

conversion shall be authorized in the same manner as is specified in

the operating agreement for authorizing a merger or consolidation

that involves the limited liability company as a constituent party

to a merger or consolidation.

D. If the operating agreement does not specify the manner of

authorizing a conversion of the limited liability company or a

merger or consolidation that involves the limited liability company

as a constituent party and does not prohibit a conversion of the

limited liability company, the conversion shall be authorized by the

approval of a majority of the membership interest or, if there is

more than one class or group of members, then by a majority of the

membership interest in each class or group of members.

Notwithstanding the foregoing, in addition to any other

authorization required by this section, if the entity into which the

limited liability company is to convert does not afford all of its

interest holders protection against personal liability for the debts

of the entity, the conversion must be authorized by any and all

members who would be exposed to personal liability.

E. Unless otherwise agreed, the conversion of a domestic

limited liability company to another entity pursuant to this section

shall not require the limited liability company to wind up its

affairs or pay its liabilities and distribute its assets, and the

conversion shall not constitute a dissolution of the limited

liability company.

F. In a conversion of a domestic limited liability company to

an entity under this section, rights or securities of or interests

in the domestic limited liability company which are to be converted

may be exchanged for or converted into cash, property, rights or

securities of or memberships or membership, economic or ownership

interests in the entity to which the domestic limited liability

company is being converted or, in addition to or in lieu thereof,

may be exchanged for or converted into cash, property, rights or

securities of or memberships or membership, economic or ownership

interests in another entity or may be canceled.

G. If the governing act of a domestic entity to which the

limited liability company is converting does not provide for the

Oklahoma Statutes - Title 18. Corporations Page 584

filing of a conversion notice with the Secretary of State or the

limited liability company is converting to a foreign entity,

articles of conversion executed in accordance with Section 2006 of

this title, shall be filed in the Office of the Secretary of State

in accordance with Section 2007 of this title. The articles of

conversion shall state:

1. The name of the limited liability company and, if it has

been changed, the name under which its articles of organization were

originally filed;

2. The date of filing of its original articles of organization

with the Secretary of State;

3. The name and type of entity to which the limited liability

company is converting and its jurisdiction of formation, if a

foreign entity;

4. The future effective date or time of the conversion, which

shall be a date or time certain not later than ninety (90) days

after the filing, if it is not to be effective upon the filing of

the articles of conversion;

5. That the conversion has been approved in accordance with

this section;

6. The agreement of the foreign entity that it may be served

with process in this state in any action, suit or proceeding for

enforcement of any obligation of the foreign entity arising while it

was a domestic limited liability company, and that it irrevocably

appoints the Secretary of State as its agent to accept service of

process in any such action, suit or proceeding, and its street

address to which a copy of the process shall be mailed to it by the

Secretary of State; and

7. If the domestic entity to which the domestic limited

liability company is converting was required to make a filing with

the Secretary of State as a condition of its formation, the type and

date of such filing.

H. Upon the filing of a conversion notice with the Secretary of

State, whether under subsection G of this section or under the

governing act of the domestic entity to which the limited liability

company is converting, the filing of any formation document required

by the governing act of the domestic entity to which the limited

liability company is converting, and payment to the Secretary of

State of all prescribed fees, the Secretary of State shall certify

that the limited liability company has filed all documents and paid

all required fees, and thereupon the domestic limited liability

company shall cease to exist as a limited liability company of this

state. The Secretary of State’s certificate shall be prima facie

evidence of the conversion by the domestic limited liability

company.

I. The conversion of a domestic limited liability company to an

entity under this section and the resulting cessation of its

Oklahoma Statutes - Title 18. Corporations Page 585

existence as a domestic limited liability company shall not be

deemed to affect any obligations or liabilities of the limited

liability company incurred before the conversion or the personal

liability of any person incurred before the conversion, nor shall it

be deemed to affect the choice of law applicable to the limited

liability company with respect to matters arising before the

conversion.

J. When a domestic limited liability company has converted to

an entity under this section, the entity shall be deemed to be the

same entity as the limited liability company. All of the rights,

privileges and powers of the domestic limited liability company that

has converted, and all property, real, personal and mixed, and all

debts due to the limited liability company, as well as all other

things and causes of action belonging to the limited liability

company, shall remain vested in the entity to which the domestic

limited liability company has converted and shall be the property of

the entity, and the title to any real property vested by deed or

otherwise in the domestic limited liability company shall not revert

or be in any way impaired by reason of the conversion; but all

rights of creditors and all liens upon any property of the limited

liability company shall be preserved unimpaired, and all debts,

liabilities and duties of the limited liability company that has

converted shall remain attached to the entity to which the domestic

limited liability company has converted, and may be enforced against

it to the same extent as if the debts, liabilities and duties had

originally been incurred or contracted by it in its capacity as the

entity. The rights, privileges, powers and interests in property of

the domestic limited liability company that has converted, as well

as the debts, liabilities and duties of the limited liability

company, shall not be deemed, as a consequence of the conversion, to

have been transferred to the entity to which the limited liability

company has converted for any purpose of the laws of this state.

K. Nothing in this section shall be deemed to authorize the

conversion of a charitable domestic limited liability company into

another entity, if the charitable status of such domestic limited

liability company would thereby be lost or impaired.
Okla. Stat. tit. 18, § 18-438.20 — OK Code / Title 18 / Section 18-438.20
Conversion of other corporations into cooperatives
Status: in_force

A. Any corporation organized under the laws of this state and

furnishing or having the corporative power to furnish communication

services may be converted into a cooperative by complying with the

following requirements and shall thereupon become subject to this

act with the same effect as if originally organized under this act:

1. The proposition for the conversion of such corporation into

a cooperative and proposed articles of conversion to give effect

thereto shall be submitted to a meeting of the members or

stockholders of such corporation, or in case of a corporation having

no members or stockholders, to a meeting of the incorporators of

such corporation, the notice of which shall have attached thereto a

copy of the proposed articles of conversion; and

2. If the proposition for the conversion of such corporation

into a cooperative and the proposed articles of conversion, with any

amendments, are approved by the affirmative vote of not less than

two-thirds (2/3) of those members of such corporation voting thereon

at such meeting, or, if such corporation is a stock corporation, by

the affirmative vote of the holders of not less than two-thirds

(2/3) of those shares of the capital stock of such corporation

represented at such meeting and voting thereon, or, in the case of a

corporation having no members and no shares of its capital stock

outstanding, by the affirmative vote of not less than two-thirds

(2/3) of its incorporators; articles of conversion in the form

approved shall be executed and acknowledged on behalf of such

corporation by its president or vice-president and its seal shall be

affixed thereto and attested by its secretary. The articles of

conversion shall recite that they are executed pursuant to this act

and shall state:

a. the name of the corporation and the address of its

principal office prior to its conversion into a

cooperative,

b. the statute or statutes under which it was organized,

Oklahoma Statutes - Title 18. Corporations Page 133

c. a statement that such corporation elects to become a

cooperative, nonprofit corporation subject to this

act,

d. its name as a cooperative,

e. the address of the principal office of the

cooperative,

f. the names and addresses of the trustees of the

cooperative,

g. the manner in which members, stockholders or

incorporators of such corporation may or shall become

members of the cooperative,

h. the period of existence of the new cooperative, and

i. the purpose for which the cooperative is formed;

and may contain any provisions not inconsistent with this act deemed

necessary or advisable for the conduct of the business of the

cooperative, including provisions for the issuance of nonvoting

shares of stock as provided for in Section 348.7 of this title. If

the articles of conversion shall make provision for the issuance of

such shares of stock, they shall also state the manner in which

members, stockholders or incorporators of such corporation may or

shall become shareholders of the cooperative. The president or

vice-president executing such articles of conversion shall make and

annex thereto an affidavit stating that the provisions of this

section were duly complied with in respect of such articles. The

articles of conversion shall be deemed to be the articles of

incorporation of the cooperative.

B. Any two or more corporations organized under the laws of

this state and furnishing or having the corporate power to furnish

communication services may, if otherwise permitted to consolidate by

the laws of this state, consolidate into a cooperative 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 consolidation into a cooperative and

the proposed articles of consolidation and conversion, with any

amendments, shall be approved by each consolidating corporation in

accordance with the statute or statutes under which it was organized

and the provisions of subsection A of this section;

2. The articles of consolidation and conversion in the form

approved shall be executed, acknowledged and sealed in the manner

prescribed in subsection A of this section and in the statute or

statutes under which the consolidating corporations were organized.

The articles of consolidation and conversion shall state that they

are executed pursuant to this act and such statute or statutes, that

each consolidating corporation elects that the new corporation shall

be a cooperative, and in addition shall contain all other

information required by such statute or statutes and by paragraph 2

of subsection A of this section; and may contain any provisions not

Oklahoma Statutes - Title 18. Corporations Page 134

inconsistent with this act deemed necessary or advisable for the

conduct of the business of the cooperative. The president or vice-

president executing such articles of consolidation and conversion

shall make and annex thereto an affidavit stating that the

provisions of this section and of the statute or statutes under

which the consolidating corporations were organized were duly

complied with in respect of such articles. The articles of

consolidation and conversion shall be deemed to be the articles of

incorporation of the cooperative and shall be filed both in

accordance with the provisions of this act and of the statute or

statutes under which the consolidating corporations were organized.
Okla. Stat. tit. 18, § 18-441-304 — OK Code / Title 18 / Section 18-441-304
Bylaws
Status: in_force

BYLAWS.

(a) Bylaws must be in a record and, if not stated in the

articles of organization, must include:

(1) A statement of the capital structure of the limited

cooperative association, including:

(A) the classes or other types of members’ interests and

relative rights, preferences, and restrictions granted

to or imposed upon each class or other type of

member’s interest; and

(B) the rights to share in profits or distributions of the

association;

(2) A statement of the method for admission of members;

(3) A statement designating voting and other governance rights,

including which members have voting power and any restriction on

voting power;

(4) A statement that a member’s interest is transferable if it

is to be transferable and a statement of the conditions upon which

it may be transferred;

(5) A statement concerning the manner in which profits and

losses are allocated and distributions are made among patron members

and, if investor members are authorized, the manner in which profits

and losses are allocated and how distributions are made among

investor members and between patron members and investor members;

(6) A statement concerning:

(A) whether persons that are not members but conduct

business with the association may be permitted to

share in allocations of profits and losses and receive

distributions; and

(B) the manner in which profits and losses are allocated

and distributions are made with respect to those

persons; and

(7) A statement of the number and terms of directors or the

method by which the number and terms are determined.

(b) Subject to subsection (c) of Section 13 of this act and the

articles of organization, bylaws may contain any other provision for

managing and regulating the affairs of the association.

(c) In addition to amendments permitted under Article 4 of the

Uniform Limited Cooperative Association Act of 2009, the initial

board of directors may amend the bylaws by a majority vote of the

directors at any time before the admission of members.
Okla. Stat. tit. 18, § 18-381.24c — OK Code / Title 18 / Section 18-381.24c
Military savings facilities - Certificate -
Status: in_force

Application - Functions permitted - Penalty.

A. Any association may, subject to the approval of the State

Banking Commissioner as evidenced by its certificates, and subject

to the approval of the military installation commander as evidenced

by a letter of approval, maintain and operate a military savings

facility on any military installation located in this state.

B. As used in this section, the term "military savings

facility" shall mean a detached facility or branch maintained by an

association upon a military installation within this state, provided

such military savings facility must be within the confines of a

military reservation and located upon property owned or leased by

the United States government.

Oklahoma Statutes - Title 18. Corporations Page 36

C. 1. No association shall be permitted to maintain and

operate such military savings facility, except on certificate issued

by the Commissioner. The issuance of such certificate shall rest

solely in the discretion of the Commissioner.

2. The application for a certificate to maintain and operate a

military savings facility shall comply with the regulations of the

Commissioner. An application fee shall be payable to the Oklahoma

State Banking Department in an amount set by rule of the

Commissioner.

3. No association function shall be performed at the facility

save that of accepting deposits, cashing checks, making change,

selling drafts, cashier's checks, money orders, traveler's checks,

etc., accepting payment for personal utility bills, redeeming and

selling United States Savings Bonds, and such other services as the

installation commander may request, in writing, of the association.

Upon the recommendation of the Commissioner, the Attorney General

shall bring an appropriate action to enjoin an association from

conducting association functions at such facility other than those

herein granted.

D. A violation of any portion of this section shall be and

constitute a misdemeanor punishable upon conviction by a fine not

exceeding Five Hundred Dollars ($500.00). Each day's violation

shall constitute a separate offense.
Okla. Stat. tit. 18, § 18-953 — OK Code / Title 18 / Section 18-953
Actions for divestment of interest in land held by
Status: in_force

corporation - Exemptions - Dissolution of corporation.

A. No corporation organized for a purpose other than farming or

ranching shall own, lease or hold, directly or indirectly,

agricultural lands in excess of that amount reasonably necessary to

carry out its business purpose.

B. Any resident of the county in which the land is situated,

who is of legal age, may initiate an action for the divestment of an

interest in land held by a corporation in violation of the

provisions of Sections 951 through 954 of this title, in the county

in which the land is situated. If such action is successful all

costs of the action shall be assessed against the defendant

corporation, and a reasonable attorney's fee shall be allowed the

plaintiff. Should judgment be rendered for the defendant, such

costs and a reasonable attorney's fee for the defendant shall be

paid by the plaintiff.

C. In the event an action for the divestment of an interest in

land held by a corporation in violation of the provisions of

Sections 951 through 954 of this title is successful against said

corporation, said corporation shall be required to dispose of said

land within such reasonable period of time as may be ordered by the

court, subject to the corporation's right of appeal. Except as

otherwise provided by Section 954 of this title, the provisions of

Sections 951 through 954 of this title shall not apply to

corporations engaging in food canning operations, food processing or

frozen food processing insofar as such corporations engage in the

raising of food products for aforesaid purposes.

D. Upon the petition to a court of competent jurisdiction by

shareholders holding twenty-five percent (25%) or more of the shares

in a farming or ranching business corporation the court in its

discretion, for good cause shown, may order the corporation

dissolved and the assets of such corporation divided in kind pro

rata to the shareholders or liquidated and the proceeds of such

liquidation divided pro rata to the shareholders all according to

the procedures specified for the dissolution and liquidation of

business corporations under the Oklahoma General Corporation Act.
Okla. Stat. tit. 18, § 18-912 — OK Code / Title 18 / Section 18-912
Audits and reports
Status: in_force

Such corporation shall be subject to an annual examination and

audit by one or more certified public accountants to be selected by

the board of directors, sufficient to reflect the result of the

operations during and the condition of the corporation at the end of

Oklahoma Statutes - Title 18. Corporations Page 289

the fiscal year. A report of such examination, audit and condition

of such corporation shall be made in writing to each of the members

and stockholders of such corporation on or before the one hundred

twentieth day of each succeeding fiscal year of said corporation.
Okla. Stat. tit. 18, § 18-1074 — OK Code / Title 18 / Section 18-1074
Waiver of notice
Status: in_force

WAIVER OF NOTICE

Whenever notice is required to be given under any provision of

the Oklahoma General Corporation Act or of the certificate of

incorporation or bylaws, a written waiver thereof, signed by the

person entitled to notice, or a waiver by electronic transmission by

the person entitled to notice, whether before or after the time

stated therein, shall be deemed equivalent to notice. Attendance of

a person at a meeting shall constitute a waiver of notice of such

meeting, except when the person attends a meeting for the express

purpose of objecting, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully

called or convened. Neither the business to be transacted at, nor

the purpose of, any regular or special meeting of the shareholders,

directors, or members of a committee of directors need be specified

in any written waiver of notice or any waiver by electronic

transmission unless so required by the certificate of incorporation

or the bylaws.
Okla. Stat. tit. 18, § 18-1155 — OK Code / Title 18 / Section 18-1155
Rights of dissenting shareholders
Status: in_force

RIGHTS OF DISSENTING SHAREHOLDERS

A. Unless otherwise provided in a corporation's certificate of

incorporation or bylaws before a control share acquisition has

occurred, in the event control shares acquired in a control share

acquisition are accorded full voting rights and the acquiring person

has acquired control shares with a majority or more of all voting

power, all shareholders of the issuing public corporation have

dissenters' rights.

Oklahoma Statutes - Title 18. Corporations Page 528

B. As soon as practicable after such events have occurred, the

board of directors shall cause a notice to be sent to all

shareholders of the corporation advising them of the facts and that

they have dissenters' rights to receive the fair value of their

shares pursuant to Section 1091 of Title 18 of the Oklahoma

Statutes.

C. As used in this section, "fair value" means a value not less

than the highest price paid per share by the acquiring person in the

control share acquisition.
Okla. Stat. tit. 18, § 18-956 — OK Code / Title 18 / Section 18-956
Action for divestment - Cost - Attorney fees
Status: in_force

A. Any resident of the county in which the land is situated,

who is of legal age, may initiate an action in the district court in

the county wherein the land is situated for the divestment of an

interest in land held in violation of Section 1 of this act. If

such action is successful, all costs of the action shall be assessed

against the defendant and a reasonable attorney fee shall be allowed

the plaintiff, and, should judgment be rendered for the defendant,

such costs and a reasonable attorney fee for the defendant shall be

paid by the plaintiff.

B. In the event an action for the divestment of an interest in

land held in violation of Section 1 of this act is successful, the

defendant shall be required to dispose of said land within such

reasonable period of time as may be ordered by the court, subject to

the right of appeal of said defendant.