Okla. Stat. tit. 18, § 18-381.5 — OK Code / Title 18 / Section 18-381.5
Abolition of Oklahoma Savings and Loan Board - Transfer
Status: repealed

of power, duties and responsibilities to State Banking Commissioner.

A. The Oklahoma Savings and Loan Board is abolished. The

power, duties and responsibilities exercised by the Oklahoma Savings

and Loan Board shall be transferred to the State Banking

Commissioner. All unexpended funds, property, records, personnel

and outstanding financial obligations and encumbrances of the

Oklahoma Savings and Loan Board are hereby transferred to the

Oklahoma State Banking Department.

B. Any reference to the Oklahoma Savings and Loan Board in the

Oklahoma Statutes or in rules promulgated pursuant to the Oklahoma

Statutes shall mean the State Banking Commissioner.

C. The rules promulgated by the Oklahoma Savings and Loan Board

shall continue in effect until such rules are amended or repealed by

rule of the Commissioner promulgated pursuant to the provisions of

Article I of the Administrative Procedures Act, Section 250.3 et

seq. of Title 75 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-381.15 — OK Code / Title 18 / Section 18-381.15
Examination and audit reports from Director of the
Status: in_force

Office of Thrift Supervision – Assessments and fees – Special

examinations.

A. In the case of any insured association which is examined

periodically by the Director of the Office of Thrift Supervision,

and whose financial records are audited periodically in accordance

with regulations of the Director of the Office of Thrift

Supervision, the State Banking Commissioner may accept such

Oklahoma Statutes - Title 18. Corporations Page 28

examination and audit reports, and rely upon accuracy thereof, in

lieu of examinations by the savings and loan administrator. It

shall be the responsibility of each insured association to provide

such reports to the Commissioner within ten (10) days of such time

as such reports are received from the agency, person or firm

preparing them. The Commissioner may require a special examination

of any association to be made at any time when in the judgment of

the Commissioner an examination may be necessary.

B. The Commissioner shall charge and collect assessments from

each association chartered pursuant to this act on each One Thousand

Dollars ($1,000.00) of assets, or major fraction thereof, at a rate

established by the Commissioner. The Commissioner may charge and

collect assessments on an annual basis and may, in addition to any

annual assessment, charge and collect a special assessment from each

association, at rates established by the Commissioner. Assessments

shall be deposited in the Oklahoma State Banking Department

revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma

Statutes. Effective January 1, 2005, and each year thereafter,

twenty percent (20%) of all assessments collected pursuant to this

subsection shall be deposited to the General Revenue Fund of the

State Treasury. The annual assessments shall be paid to the

Oklahoma State Banking Department no later than the fifth day of

February in each year.

C. The Commissioner shall charge and collect from each

association under the supervision of the Commissioner an annual fee,

in addition to the assessment set forth in subsection B of this

section, of not more than Five Hundred Dollars ($500.00), which

shall be deposited in the Oklahoma State Banking Department

revolving fund as set forth in Section 211.1 of Title 6 of the

Oklahoma Statutes.

D. Whenever it is deemed advisable by the Commissioner, a

special examination of an association may be conducted. The expense

of the Department necessarily incurred in the special examination

shall be chargeable to the association at a rate not in excess of

Fifty Dollars ($50.00) per examiner per hour plus travel expenses as

provided by Section 201.1 of Title 6 of the Oklahoma Statutes for

each examining person while engaged at such association.

E. Each foreign association doing business in this state under

a certificate of authority shall furnish to the Commissioner, with

each annual examination report, a statement showing the total amount

of Oklahoma real estate loans and other loans made to Oklahoma

residents. The annual supervisory fee of every such foreign

association shall be computed and paid on the aggregate amount of

such loans at the rate of twelve cents ($0.12) per One Thousand

Dollars ($1,000.00) of such loans.

F. Except as otherwise provided by law, all fees set by the

Commissioner or otherwise provided for in rules promulgated by the

Oklahoma Statutes - Title 18. Corporations Page 29

Commissioner shall be deposited in the Department revolving fund

pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-2001 — OK Code / Title 18 / Section 18-2001
Definitions
Status: in_force

DEFINITIONS

As used in the Oklahoma Limited Liability Company Act, unless

the context otherwise requires:

1. “Articles of organization” means documents filed for the

purpose of forming a limited liability company, and the articles as

amended;

2. “Bankrupt” means bankrupt under the United States Bankruptcy

Code, as amended, or insolvent under any state insolvency act;

3. “Business” means any trade, occupation, profession or other

activity regardless of whether engaged in for gain, profit or

livelihood;

4. “Capital contribution” means anything of value that a person

contributes to the limited liability company as a prerequisite for,

or in connection with, membership including cash, property, services

rendered or a promissory note or other binding obligation to

contribute cash or property or to perform services;

5. “Capital interest” means the fair market value as of the

date contributed of a member’s capital contribution as adjusted for

any additional capital contributions or withdrawals, a person’s

share of the profits and losses of a limited liability company and a

person’s right to receive distributions of the limited liability

company’s assets;

6. “Charitable entity” means any nonprofit limited liability

company or other entity that is exempt from taxation under Section

501(c)(3) of the United States Internal Revenue Code, 26 U.S.C.,

Section 501(c)(3), or any successor provisions;

7. “Corporation” means a corporation organized under the laws

of this state or the laws of any jurisdiction other than this state;

8. “Court” includes every court and judge having jurisdiction

in the case;

9. “Document” means:

a. any tangible medium on which information is inscribed

including handwritten, typed, printed, or similar

instruments and copies of such instruments, and

b. an electronic transmission;

10. “Electronic transmission” means any form of communication

not directly involving the physical transmission of paper including

Oklahoma Statutes - Title 18. Corporations Page 537

the use of or participation in one or more electronic networks or

databases, including one or more distributed electronic networks or

databases, that creates a record that may be retained, retrieved,

and reviewed by a recipient thereof and that may be directly

reproduced in paper form by such a recipient through an automated

process;

11. “Foreign corporation” means a corporation organized under

the laws of any jurisdiction other than this state;

12. “Foreign limited liability company” means:

a. an unincorporated association,

b. formed under the laws of any jurisdiction other than

this state, and

c. formed under a statute pursuant to which an

association may be formed that affords to each of its

members limited liability with respect to the

liabilities of the entity;

13. “Foreign limited partnership” means a limited partnership

formed under the laws of any jurisdiction other than this state;

14. “Jurisdiction”, when used to refer to a political entity,

means the United States, a state, a tribal government, a foreign

country or a political subdivision of a foreign country;

15. “Limited liability company” or “domestic limited liability

company” means an entity formed under the Oklahoma Limited Liability

Company Act and existing under the laws of this state;

16. “Limited partnership” means a limited partnership formed

under the laws of this state or a foreign limited partnership as

defined in this section;

17. “Manager” or “managers” means a person or persons

designated by the members of a limited liability company to manage

the limited liability company as provided in the articles of

organization or an operating agreement and includes a manager of the

limited liability company generally and a manager associated with a

series of the limited liability company. Unless the context

otherwise requires, references in this act to a manager shall be

deemed to be references to a manager of the limited liability

company generally and to a manager associated with a series with

respect to such series;

18. “Member” means a person with an ownership interest in a

limited liability company, with the rights and obligations specified

under the Oklahoma Limited Liability Company Act and includes a

member of the limited liability company generally and a member

associated with a series of the limited liability company. Unless

the context otherwise requires, references in this act to a member

shall be deemed to be references to a member of the limited

liability company generally and to a member associated with a series

with respect to such series;

Oklahoma Statutes - Title 18. Corporations Page 538

19. “Membership interest” or “interest” means a member’s rights

in the limited liability company, collectively including the

member’s share of the profits and losses of the limited liability

company, the right to receive distributions of the limited liability

company’s assets and capital interest, any right to vote or

participate in management and such other rights accorded to members

under the articles of organization, operating agreement or the

Oklahoma Limited Liability Company Act;

20. “Operating agreement”, regardless of whether referred to as

an operating agreement and whether oral, in a record, implied or in

any combination thereof, means any agreement of the members,

including a sole member, as to the affairs of a limited liability

company including any protected series or registered series thereof

and the conduct of its business including the agreement as amended

or restated;

21. “Person” means an individual, a general partnership, a

limited partnership, a limited liability company, a trust, an

estate, an association, a corporation or any other legal or

commercial entity;

22. “Protected series” means a designated series of members,

managers, membership interests, or assets that is established in

accordance with Section 2054.4 of this title;

23. “Registered series” means a designated series of members,

managers, membership interests, or assets that is formed in

accordance with Section 14 of this act; and

24. “State” means a state, territory or possession of the

United States, the District of Columbia or the Commonwealth of

Puerto Rico.
Okla. Stat. tit. 18, § 18-813 — OK Code / Title 18 / Section 18-813
Professional regulation
Status: in_force

Subject to the provisions of Section 819 of this title, nothing

in this act shall restrict or limit in any manner the authority and

duty of the regulating boards for the licensing of individual

persons rendering professional services or the practice of the

profession which is within the jurisdiction of such regulating

board, notwithstanding that such person is an owner, manager or

employee of a professional entity and rendering such professional

services or engaging in the practice of such profession through such

professional entity.
Okla. Stat. tit. 18, § 18-1109 — OK Code / Title 18 / Section 18-1109
Receivers or Trustees - Inventory - List of Debts and
Status: in_force

Reports.

RECEIVERS OR TRUSTEES; INVENTORY; LIST OF DEBTS AND REPORTS

Trustees or receivers, as soon as convenient, shall file in the

district court of the county in which the proceeding is pending, a

full and complete itemized inventory of all the assets of the

corporation which shall show their nature and probable value, and an

account of all debts due from and to it, as nearly as the same can

be ascertained. Trustees or receivers shall make a report to the

district court of their proceedings, whenever and as often as the

court shall direct.
Okla. Stat. tit. 18, § 18-428 — OK Code / Title 18 / Section 18-428
Liability of subscribers and shareholders
Status: in_force

All subscribers or shareholders shall be severally and

individually liable to the creditors of the corporation, to the

amount of the unpaid capital stock subscribed for, or held by them,

respectively and to no other or further amount.
Okla. Stat. tit. 18, § 18-441-120 — OK Code / Title 18 / Section 18-441-120
Service of process
Status: in_force

SERVICE OF PROCESS.

(a) An agent for service of process appointed by a limited

cooperative association or foreign cooperative is an agent of the

association or foreign cooperative for service of process, notice,

or a demand required or permitted by law to be served upon the

association or foreign cooperative.

(b) If a limited cooperative association or foreign cooperative

does not appoint or maintain an agent for service of process in this

state or the agent for service of process cannot with reasonable

diligence be found at the address of the designated office on file

with the Secretary of State, the Secretary of State is an agent of

the association or foreign cooperative upon which process, notice,

or a demand may be served.

(c) Service of process, notice, or a demand on the Secretary of

State as agent of a limited cooperative association or foreign

cooperative may be made by delivering to the Secretary of State two

copies of the process, notice, or demand. The Secretary of State

shall forward one copy by registered or certified mail, return

receipt requested, to the association or foreign cooperative at its

principal office.

(d) Service is effected under subsection (c) of this section on

the earliest of:

(1) The date the limited cooperative association or foreign

cooperative receives the process, notice, or demand;

(2) The date shown on the return receipt, if signed on behalf

of the association or foreign cooperative; or

(3) Five (5) days after the process, notice, or demand is

deposited by the Secretary of State for delivery by the United

States Postal Service, if postage is prepaid to the address of the

principal office on file with the Secretary of State.

(e) The Secretary of State shall keep a record of each process,

notice, and demand served pursuant to this section and record the

time of, and the action taken regarding, the service.

(f) This section does not affect the right to serve process,

notice, or a demand in any other manner provided by law.
Okla. Stat. tit. 18, § 18-2054 — OK Code / Title 18 / Section 18-2054
Agreement of merger of consolidation
Status: in_force

AGREEMENT OF MERGER OF CONSOLIDATION

A. Pursuant to an agreement of merger or consolidation, a

domestic limited liability company may merge or consolidate with or

into one or more domestic or foreign limited liability companies or

other entities. As used in this section, "entity" means a domestic

or foreign corporation, a domestic or foreign partnership whether

general or limited, and including a limited liability partnership

and a limited liability limited partnership, 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.

B. Unless otherwise provided in the articles of organization or

the operating agreement, a merger or consolidation shall be approved

by each domestic limited liability company which is to merge or

consolidate by 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 of each class or group. In connection with a

merger or consolidation hereunder, rights or securities of, or

memberships or membership, economic or ownership interests in, a

domestic limited liability company or other entity which is a

constituent party to the merger or consolidation may be exchanged

for or converted into cash, property, rights or securities of, or

memberships or membership, economic or ownership interests in, the

surviving or resulting domestic limited liability company or other

entity or, in addition to or in lieu thereof, may be exchanged for

Oklahoma Statutes - Title 18. Corporations Page 578

or converted into cash, property, rights or securities of, or

memberships or membership, economic or ownership interests in, a

domestic limited liability company or other entity which is not the

surviving or resulting limited liability company or other entity in

the merger or consolidation. Notwithstanding prior approval, an

agreement of merger or consolidation may be terminated or amended

pursuant to a provision for such termination or amendment contained

in the agreement of merger or consolidation.

C. If a domestic limited liability company is merging or

consolidating pursuant to this section, the domestic limited

liability company or other entity surviving or resulting in or from

the merger or consolidation shall file articles of merger or

consolidation with the Office of the Secretary of State. The

articles of merger or consolidation shall state:

1. The name, jurisdiction of formation or organization, and

type of entity of each of the limited liability companies or other

entities which are to merge or consolidate;

2. That an agreement of merger or consolidation has been

approved and executed by each of the domestic limited liability

companies or other entities which is to merge or consolidate;

3. The name of the surviving or resulting domestic limited

liability company or other entity;

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

date or time not later than a time on the ninetieth day after the

filing, of the merger or consolidation if it is not to be effective

upon the filing of the articles of merger or consolidation;

5. That the agreement of merger or consolidation is on file at

a place of business of the surviving or resulting domestic limited

liability company or other entity, and shall state the street

address thereof;

6. That a copy of the agreement of merger or consolidation

shall be furnished by the surviving or resulting domestic limited

liability company or other entity, upon request and without cost, to

any member of any domestic limited liability company or any person

holding a membership or membership, economic or ownership interest

in any other entity which is to merge or consolidate;

7. In the case of a merger, any amendments or changes in the

articles of organization of the surviving domestic limited liability

company that are to be effected by the merger, which amendments or

changes may amend and restate the articles of organization of the

surviving domestic limited liability company in its entirety;

8. In the case of a consolidation, that the articles of

organization of the resulting domestic limited liability company

shall be as set forth in an attachment to the articles of

consolidation; and

9. If the surviving or resulting entity is not a domestic

limited liability company or entity formed or organized pursuant to

Oklahoma Statutes - Title 18. Corporations Page 579

the laws of this state, a statement that the surviving or resulting

other entity agrees to be served with process in this state in any

action, suit, or proceeding for the enforcement of any obligation of

any domestic limited liability company which is to merge or

consolidate; irrevocably appoints the Secretary of State as its

agent to accept service of process in any action, suit, or

proceeding; and specifies the street address to which process shall

be mailed to the entity by the Secretary of State.

D. Any failure to file the articles of merger or consolidation

in connection with a merger or consolidation which was effective

prior to September 1, 1992, shall not affect the validity or

effectiveness of any such merger or consolidation.

A merger or consolidation shall be effective upon the filing

with the Secretary of State of articles of merger or consolidation,

unless a future effective date or time is provided in the articles

of merger or consolidation.

E. Articles of merger or consolidation terminate the separate

existence of a domestic limited liability company which is not the

surviving or resulting entity in the merger or consolidation.

F. Once any merger or consolidation is effective pursuant to

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

rights, privileges, and powers of each of the domestic limited

liability companies and other entities that have merged or

consolidated and all property, real, personal, and mixed, and all

debts due to each domestic limited liability company or other

entity, as well as all other things and causes of action belonging

to each domestic limited liability company or other entity shall be

vested in the surviving or resulting domestic limited liability

company or other entity, and shall thereafter be the property of the

surviving or resulting domestic limited liability company or other

entity as they were of each domestic limited liability company or

other entity that has merged or consolidated, and the title to any

real property vested by deed or otherwise, under the laws of this

state, in any domestic limited liability company or other entity

shall not revert or be in any way impaired by reason of this

section, but all rights of creditors and all liens upon any property

of each domestic limited liability company or other entity shall be

preserved unimpaired. All debts, liabilities and duties of each

domestic limited liability company or other entity that has merged

or consolidated shall thereafter attach to the surviving or

resulting domestic limited liability company or other entity, and

may be enforced against the surviving or resulting limited liability

company or other entity to the same extent as if the debts,

liabilities, and duties had been incurred or contracted by the

surviving or resulting limited liability company or other entity.

Unless otherwise agreed, a merger or consolidation of a domestic

limited liability company, including a domestic limited liability

Oklahoma Statutes - Title 18. Corporations Page 580

company which is not the surviving or resulting entity in the merger

or consolidation, shall not require the domestic limited liability

company to wind up its affairs or pay its liabilities and distribute

its assets.

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

merger of a charitable entity into another entity, if the charitable

status of such entity would thereby be lost or impaired.
Okla. Stat. tit. 18, § 18-1092 — OK Code / Title 18 / Section 18-1092
Sale, lease or exchange of assets; consideration -
Status: in_force

Procedure.

SALE, LEASE OR EXCHANGE OF ASSETS; CONSIDERATION; PROCEDURE

A. Every corporation, at any meeting of its board of directors

or governing body, may sell, lease, or exchange all or substantially

all of its property and assets, including its goodwill and its

corporate franchises, upon such terms and conditions and for such

Oklahoma Statutes - Title 18. Corporations Page 473

consideration, which may consist in whole or in part of money or

other property, including shares of stock in, and/or other

securities of, any other corporation or corporations, as its board

of directors or governing body deems expedient and for the best

interests of the corporation, when and as authorized by a resolution

adopted by the holders of a majority of the outstanding stock of the

corporation entitled to vote thereon or, if the corporation is a

nonstock corporation, by a majority of the members having the right

to vote for the election of the members of the governing body and

any other members entitled to vote thereon under the certificate of

incorporation or the bylaws of such corporation, at a meeting duly

called upon at least twenty (20) days' notice. The notice of the

meeting shall state that such a resolution will be considered.

B. Notwithstanding authorization or consent to a proposed sale,

lease or exchange of a corporation's property and assets by the

shareholders or members, the board of directors or governing body

may abandon such proposed sale, lease or exchange without further

action by the shareholders or members, subject to the rights, if

any, of third parties under any contract relating thereto.

C. For purposes of this section only, the property and assets

of the corporation include the property and assets of any subsidiary

of the corporation. As used in this subsection, "subsidiary" means

any entity wholly owned and controlled, directly or indirectly, by

the corporation and includes, without limitation, corporations,

partnerships, limited partnerships, limited liability partnerships,

limited liability companies, and statutory trusts. Notwithstanding

subsection A of this section, except to the extent the certificate

of incorporation otherwise provides, no resolution by shareholders

or members shall be required for a sale, lease or exchange of

property and assets of the corporation to a subsidiary.
Okla. Stat. tit. 18, § 18-441-1612 — OK Code / Title 18 / Section 18-441-1612
Article not exclusive
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 235

ARTICLE NOT EXCLUSIVE. This article does not prohibit a limited

cooperative association from being converted or merged under law

other than the Uniform Limited Cooperative Association Act of 2009.
Okla. Stat. tit. 18, § 18-585 — OK Code / Title 18 / Section 18-585
Persons not entitled to wear insignia, use name or claim
Status: in_force

membership.

No person shall wear or exhibit the badge, button, emblem,

decoration, insignia or charm or shall assume or use the name of any

humane, fraternal or charitable corporation, incorporated under the

laws of this or any other state or of the United States or shall

assume or claim to be a member thereof, or of a humane, fraternal or

charitable corporation, the name of which shall so nearly resemble

the name of any other corporation existing prior to the organization

of the corporation or association of which such person may claim to

be a member, the name whereof may be calculated to deceive the

Oklahoma Statutes - Title 18. Corporations Page 265

people with respect to any such prior corporation, unless he shall

be authorized under the laws, statutes, rules, regulations and

bylaws of such former corporation, to wear such badge, button,

emblem, decoration, insignia or charm, or to use and assume such

name as a member thereof.
Okla. Stat. tit. 18, § 18-437.28 — OK Code / Title 18 / Section 18-437.28
Definitions
Status: in_force

In this act, unless the context otherwise requires;

(a) "Rural area" means any area not included within the

boundaries of any incorporated or unincorporated city, town or

village, having a population in excess of one thousand five hundred

(1,500) persons, and any area included within the boundaries of any

such city, town or village as a result of incorporation, annexation,

Oklahoma Statutes - Title 18. Corporations Page 122

population growth, or otherwise, in which area a cooperative

commenced or commences the construction or operation of electric

facilities or the furnishing of electric energy prior to such

incorporation, annexation or population growth.

(b) "Person" includes any natural person, firm, association,

corporation, business trust, partnership, federal agency, state or

political subdivision or agency thereof, or any body politic; and

(c) "Member" means each incorporator of a cooperative and each

person admitted to and retaining membership therein, and shall

include a husband and wife admitted to joint membership.
Okla. Stat. tit. 18, § 18-437.6 — OK Code / Title 18 / Section 18-437.6
Bylaws
Status: repealed

The original bylaws of a cooperative shall be adopted by its

board of trustees. Thereafter bylaws shall be adopted, amended or

repealed by its members. The bylaws shall set forth the rights and

duties of members and trustees and may contain other provisions for

the regulation and management of the affairs of the cooperative not

inconsistent with this act or with its articles of incorporation.
Okla. Stat. tit. 18, § 18-1076 — OK Code / Title 18 / Section 18-1076
Amendment of certificate of incorporation before receipt
Status: in_force

of payment for stock.

AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE

RECEIPT OF PAYMENT FOR STOCK

A. Before a corporation has received any payment for any of its

stock, or before it has any members, as applicable, it may amend its

certificate of incorporation at any time or times, in any and as

many respects as may be desired, so long as its certificate of

incorporation as amended would contain only such provisions as it

would be lawful and proper to insert in an original certificate of

incorporation filed at the time of filing the amendment.

B. The amendment of certificate of incorporation authorized by

the provisions of this section shall be adopted by a majority of the

incorporators, if directors were not named in the original

certificate of incorporation or have not yet been elected, or, if

directors were named in the original certificate of incorporation or

have been elected and have qualified, by a majority of the

directors. A certificate setting forth the amendment and certifying

that the corporation has not received any payment for any of its

stock, or that the corporation has no members, as applicable, and

that the amendment has been duly adopted in accordance with the

Oklahoma Statutes - Title 18. Corporations Page 405

provisions of this section shall be executed, acknowledged and filed

in accordance with the provisions of Section 1007 of this title.

Upon such filing, the corporation's certificate of incorporation

shall be deemed to be amended accordingly as of the date on which

the original certificate of incorporation became effective, except

as to those persons who are substantially and adversely affected by

the amendment and as to those persons the amendment shall be

effective from the filing date.

C. This section shall apply to a nonstock corporation before

such a corporation has any members; provided, however, that all

references to directors shall be deemed to be references to members

of the governing body of the corporation.
Okla. Stat. tit. 18, § 18-427 — OK Code / Title 18 / Section 18-427
Voting rights
Status: in_force

Each shareholder or subscriber shall be entitled to one vote,

and no more, irrespective of the number of shares owned, at any

meeting of the stockholders. Voting by proxies or absentee voting

may be permitted and regulated by the bylaws. In the absence of

such provision in the bylaws, no voting by proxies or absentees

shall be allowed.
Okla. Stat. tit. 18, § 18-1129 — OK Code / Title 18 / Section 18-1129
Usury - Pleading by Corporation
Status: in_force

USURY; PLEADING BY CORPORATION

No corporation shall plead any statute against usury in any

court of law or equity in any suit instituted to enforce the payment

of any bond, note or other evidence of indebtedness issued or

assumed by it.
Okla. Stat. tit. 18, § 18-2054.3 — OK Code / Title 18 / Section 18-2054.3
Appraisal rights
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 586

An operating agreement or other agreement may provide that

contractual appraisal rights with respect to a membership interest

or another interest in a limited liability company shall be

available for any class or group of members or membership interests

in connection with any amendment of an operating agreement, any

merger or consolidation to which the limited liability company is a

constituent party, any conversion of the limited liability company

to another business entity, any conversion of a protected series to

a registered series or a registered series to a protected series,

any division of the limited liability company, any plan of division,

any transfer to or domestication in any jurisdiction by the limited

liability company, or the sale of all or substantially all of the

limited liability company’s assets. The district court shall have

jurisdiction to hear and determine any matter relating to any

contractual appraisal rights.
Okla. Stat. tit. 18, § 18-1062 — OK Code / Title 18 / Section 18-1062
Voting Rights of Fiduciaries, Pledgors and Joint Owners
Status: in_force

of Stock.

VOTING RIGHTS OF FIDUCIARIES, PLEDGORS

AND JOINT OWNERS OF STOCK

A. Persons holding stock in a fiduciary capacity shall be

entitled to vote the shares so held. Persons whose stock is pledged

shall be entitled to vote, unless in the transfer by the pledgor on

the books of the corporation he has expressly empowered the pledgee,

to vote thereon, in which case only the pledgee, or his proxy may

represent such stock and vote thereon.

B. If shares or other securities having voting power stand of

record in the names of two (2) or more persons, whether fiduciaries,

members of a partnership, joint tenants, tenants in common, tenants

by the entirety or otherwise, or if two (2) or more persons have the

same fiduciary relationship respecting the same shares, unless the

secretary of the corporation is given written notice to the contrary

and is furnished with a copy of the instrument or order appointing

them or creating the relationship wherein it is so provided, their

acts with respect to voting shall have the following effect:

1. If only one (1) vote, his act binds all; or

2. If more than one (1) vote, the act of the majority so voting

binds all; or

Oklahoma Statutes - Title 18. Corporations Page 385

3. If more than one (1) vote, but the vote is evenly split on

any particular matter, each faction may vote the securities in

question proportionally, or any person voting the shares, or a

beneficiary, if any, may apply to the district court to appoint an

additional person to act with the persons so voting the shares,

which shall then be voted as determined by a majority of such

persons and the person appointed by such court. If the instrument

so filed shows that any such tenancy is held in unequal interests, a

majority or even-split for the purpose of this subsection shall be a

majority or even-split in interest.
Okla. Stat. tit. 18, § 18-815 — OK Code / Title 18 / Section 18-815
Death or disqualification of shareholders - Sole
Status: in_force

shareholder - Withdrawal.

A. 1. If the domestic professional entity is a corporation,

the certificate of incorporation, bylaws or other agreement may

provide for the purchase or redemption of the shares of any

shareholder upon the death, incapacity, disqualification or ending

of employment of such shareholder. In the absence of a provision in

the certificate of incorporation, or the bylaws, or other agreement,

Oklahoma Statutes - Title 18. Corporations Page 279

the domestic professional corporation shall purchase the shares of a

deceased shareholder, a shareholder who is incapacitated or who is

no longer qualified to own shares in such corporation or a

shareholder whose employment has ended, within ninety (90) days

after such shareholder’s death, incapacity, disqualification or

ending of employment, as the case may be.

2. The price for such shares shall be the book value as of the

end of the month immediately preceding such shareholder’s death,

incapacity, disqualification or ending of employment of the

shareholder. Book value shall be determined from the books and

records of the domestic professional corporation in accordance with

the regular method of accounting used by the corporation. If the

corporation shall fail to purchase the shares by the end of the

ninety day period, then the executor or administrator or other

personal representative of the deceased, incapacitated or

disqualified shareholder may bring an action in the district court

of the county in which the principal office or place of practice of

the domestic professional corporation is located for the enforcement

of this provision. If the plaintiff is successful in such action,

he or she shall be entitled to recover the book value of the shares

involved, a reasonable attorney’s fee and costs. The domestic

professional corporation shall repurchase such shares without regard

to restrictions upon the repurchase of shares provided for in the

Oklahoma General Corporation Act.

3. If there is only one shareholder of a domestic professional

corporation, and the shareholder dies or becomes incapacitated, the

executor or administrator or other personal representative of the

shareholder shall have the authority to sell the shares of capital

stock owned by the shareholder to a qualified purchaser, or to cause

a dissolution of the domestic professional corporation as provided

by law. The vesting of ownership of shares of stock in a domestic

professional corporation in the executor or administrator or other

personal representative shall be solely for the purposes set forth

above and shall not be deemed to contravene any other provisions of

Section 801 et seq. of this title.

B. If the domestic professional entity is a limited partnership

or a limited liability company, an owner’s disqualification shall be

deemed a withdrawal, and the domestic professional entity shall

respond to the disqualification as it would any other withdrawal.
Okla. Stat. tit. 18, § 18-543 — OK Code / Title 18 / Section 18-543
Right to hold real property limited
Status: in_force

All corporations organized for religious, charitable,

educational or scientific purposes may hold all the property of the

association owned prior to incorporation, as well as that acquired

thereafter in any manner and transact all business relative thereto;

but no such corporation shall own or hold more real property than

may be reasonably necessary for the business and objects of the said

association.
Okla. Stat. tit. 18, § 18-381.24a — OK Code / Title 18 / Section 18-381.24a
Branch banking - Deposit limitation – Certificate -
Status: in_force

Penalty.

A. Beginning on the effective date of this act, upon approval

of the State Banking Commissioner, any association shall be

authorized to establish and operate in this state, on real property

owned or leased by the association, an unlimited number of branches

by acquisition, de novo, or otherwise. Such branches may be fixed

or mobile, and any permissible function, business, power, or

activity of any kind of the association may be performed or engaged

in at such location. However, branches established by acquisition

shall be subject to the limitations as set forth in subsection B of

this section.

B. 1. It shall be unlawful for any association to acquire any

other association, federal association or bank in this state or any

portion of its assets if such acquisition would result in the

association having direct or indirect ownership or control of more

than fifteen percent (15%) of the aggregate deposits of all

financial institutions located in this state which have deposits

insured by the Federal Deposit Insurance Corporation as determined

by the Commissioner on the basis of the most recent reports of such

institutions to their supervisory authorities which are available at

the time of the proposed acquisition.

2. The deposit limitation provided for in this subsection shall

not apply to disallow an acquisition of a bank, association or

federal association if control results only by reason of ownership

or control of shares of such financial institution acquired directly

or indirectly:

a. in a good faith fiduciary capacity, except when such

shares are held for the benefit of the acquiring

association's shareholders, or

b. by an association in the regular course of securing or

collecting a debt previously contracted in good faith,

or

c. at the request of or in connection with the exercise

of regulatory authority for the purpose of preventing

imminent failure of the bank, association or federal

association or to protect the depositors thereof as

Oklahoma Statutes - Title 18. Corporations Page 34

determined by the principal supervisory agency in its

sole discretion.

Provided, however, at the end of a period of five (5) years from the

date of acquisition, for the circumstances set forth in

subparagraphs b and c of this paragraph, the deposits of the

acquired bank or association or federal association shall be

included in computing the deposit limitation and if deposits are in

excess, appropriate reductions and disposition shall be made within

six (6) months to meet such limitations. Further, in the

circumstances set forth in subparagraph c of this paragraph, the

Commissioner and the Federal Deposit Insurance Corporation shall

give priority in authorizing any such acquisition to any acquiring

association whose total deposits do not exceed the deposit

limitation.

C. 1. No association shall be permitted to establish or

operate a branch except upon certificate issued by the Commissioner

or Office of Thrift Supervision.

2. The application for a certificate to establish, operate, or

relocate a branch of an association shall comply with the

regulations of the Commissioner.

D. The provisions of this section shall not be construed in

derogation or denial of the right to operate and maintain facilities

as provided for in Sections 381.24b, 381.24c and 381.24d of this

title.

E. A violation of any portion of this section, upon conviction,

shall be a misdemeanor punishable by a fine not exceeding Five

Hundred Dollars ($500.00). Each day's violation shall constitute a

separate offense.

F. Nothing contained in this section shall be construed to

limit the authority of federal savings associations to branch in

accordance with federal law and regulations.
Okla. Stat. tit. 18, § 18-2022 — OK Code / Title 18 / Section 18-2022
Liability solely as manager or member
Status: in_force

A person who is a member or manager, or both, of a limited

liability company is not liable for the obligations of a limited

liability company solely by reason of being such member or manager

or both.
Okla. Stat. tit. 18, § 18-552.6 — OK Code / Title 18 / Section 18-552.6
Records - Inspection
Status: in_force

Every charitable organization shall keep and maintain a full and

true record of the documents and information required for disclosure

pursuant to Section 552.3 of this title for five (5) calendar years

in such form as will enable such charitable organization to

accurately provide the information required herein. All records

required hereunder shall be open to inspection during regular

business hours, except as otherwise provided by court order, by the

Office of the Attorney General and its employees, and upon demand

shall be presented to that office for inspection.
Okla. Stat. tit. 18, § 18-438.19 — OK Code / Title 18 / Section 18-438.19
Effect of consolidation or merger
Status: in_force

(a) In the case of a consolidation the existence of the

consolidating cooperative shall cease and the articles of

consolidation shall be deemed to be the articles of incorporation of

the new cooperative; and in the case of a merger the separate

existence of the merging cooperatives shall cease and the articles

of incorporation of the surviving cooperative shall be deemed to be

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

in the articles of merger;

(b) All the rights, privileges, immunities and franchises and

all property, real and personal, including without limitation

applications for membership, all debts due on whatever account and

all other choses in action, of each of the consolidating or merging

Oklahoma Statutes - Title 18. Corporations Page 132

cooperatives shall be deemed to be transferred to and vested in the

new or surviving cooperative without further act or deed;

(c) The new or surviving cooperative shall be responsible and

liable for all the liabilities and obligations of each of the

consolidating or merging cooperatives and any claim existing or

action or proceeding pending by or against any of the consolidating

or merging cooperatives may be prosecuted as if the consolidation or

merger had not taken place, but the new or surviving cooperative may

be substituted in its place; and

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

property of any of such cooperatives shall be impaired by such

consolidation or merger.
Okla. Stat. tit. 18, § 18-2047 — OK Code / Title 18 / Section 18-2047
Foreign limited liability company - Certificate of
Status: in_force

withdrawal.

A. A foreign limited liability company authorized to transact

business in this state may withdraw from the state upon procuring

from the Office of the Secretary of State a certificate of

withdrawal. In order to procure such certificate, the foreign

limited liability company shall file with the Office of the

Secretary of State an application for withdrawal and pay the fee

provided for in Section 2055 of this title. The application for

withdrawal shall set forth:

1. The name of the foreign limited liability company and the

state or other jurisdiction under the laws of which it is organized;

2. That the foreign limited liability company is not

transacting business in this state;

3. That the foreign limited liability company surrenders its

certificate of registration to transact business in this state;

4. That the foreign limited liability company revokes the

authority of its registered agent for service of process in this

state and consents that service of process in any action, suit, or

proceeding based upon any cause of action arising in this state

during the time the foreign limited liability company was authorized

to transact business in this state may thereafter be made on such

foreign limited liability company by service thereof upon the Office

of the Secretary of State; and

Oklahoma Statutes - Title 18. Corporations Page 574

5. An address to which a person may mail a copy of any process

against the foreign limited liability company.

B. The application for withdrawal shall be executed by the

foreign limited liability company by one of its managers, members,

or other persons, or, if the foreign limited liability company is in

the hands of a receiver or trustee, by such receiver or trustee on

behalf of the foreign limited liability company.

C. The registration of a foreign limited liability company

shall be deemed withdrawn if the foreign limited liability company

fails to file the annual certificate and pay the annual fee provided

in Section 2055.2 of this title or pay a registered agent fee to the

Secretary of State due under Section 2055 of this title within sixty

(60) days after the due date, the withdrawal to be effective on the

sixty-first day after the due date.
Okla. Stat. tit. 18, § 18-441-514 — OK Code / Title 18 / Section 18-441-514
Voting requirements for members
Status: in_force

VOTING REQUIREMENTS FOR MEMBERS. If a limited cooperative

association has both patron and investor members, the following

rules apply:

(1) The total voting power of all patron members may not be

less than a majority of the entire voting power entitled to vote.

Oklahoma Statutes - Title 18. Corporations Page 191

(2) Action on any matter is approved only upon the affirmative

vote of at least a majority of:

(A) all members voting at the meeting unless more than a

majority is required by Articles 4, 12, 15 through 16

of the Uniform Limited Cooperative Association Act of

2009 or the organic rules; and

(B) votes cast by patron members unless the organic rules

require a larger affirmative vote by patron members.

(3) The organic rules may provide for the percentage of the

affirmative votes that must be cast by investor members to approve

the matter.
Okla. Stat. tit. 18, § 18-381.65 — OK Code / Title 18 / Section 18-381.65
Limited certificate of authority - Activities of
Status: in_force

unauthorized associations.

A. A federal association not having its main office or any

branches in this state or any foreign association may apply to the

State Banking Commissioner for a limited certificate of authority to

transact business in this state. The application shall explicitly

limit the purposes which the federal association not having its main

office or any branches in this state or foreign association may

pursue in this state. Such entity may apply to engage in any

activity reasonably necessary or desirable in order to deal with

loans originated by it in interstate commerce or acquired by it by

assignment from an originating lender qualified or otherwise

permitted to do business in this state, or any collateral securing

such loans, as well as any property, real or personal, acquired by

it by foreclosure or otherwise in satisfaction of debt held by it.

Without limitation, a limited certificate of authority shall:

1. Permit a federal association not having its main office or

any branches in this state or a foreign association to have full

access to the courts of this state;

2. Allow it to refinance, renew, extend or work out loans which

it has originated in interstate commerce or which it has acquired by

assignment;

3. Allow it to take all steps reasonably necessary to monitor

collateral and the credit quality of its debtors; and

4. Allow it to manage, rent, sell or finance any property

acquired by it by foreclosure or otherwise in satisfaction of debt

held by it.

The Commissioner shall have authority to approve under a limited

certificate of authority other specific purposes that such entity

applies to engage in, provided that those purposes are incidental to

or reasonably necessary in connection with the purposes more

specifically permitted by this subsection. A federal association

not having its main office or any branches in this state, or a

foreign association, as part of its application for a limited

certificate of authority shall commit that it will not originate

loans or solicit or accept applications for loans at any place

within this state, nor shall it, directly or indirectly, receive

applications for or payments or deposits to deposit accounts or

investment securities of any kind at any place within this state.

Such entity shall commit in its application that when doing business

in this state it shall use a specified fictitious name not

containing any of the terms forbidden by Section 381.23 of this

title and, without limitation, it shall not use such terms on any

office, advertising, telephone listing or other medium of holding

Oklahoma Statutes - Title 18. Corporations Page 72

itself out to the public within this state. However, in executing

any legal documents or participating in court proceedings, the

federal association not having its main office or any branches in

this state or foreign association shall use its actual name. The

Commissioner shall establish a list of items of information required

to be contained in or submitted with an application for a limited

certificate of authority, and shall fix a reasonable filing fee to

defray the cost of processing such applications. The Commissioner

shall act upon and issue an order granting or denying each

application for a limited certificate of authority. If and when all

requirements of the Commissioner are met, a limited certificate of

authority shall be issued and the applying entity shall comply with

all steps necessary in order to qualify to do business in this state

in accordance with the provisions of Section 1130 of this title.

The Secretary of State shall not allow such entity to qualify to do

business until it furnishes proof that it holds a limited

certificate of authority issued by the Commissioner.

B. A federal association not having its main office or any

branches in this state or a foreign association shall not be

determined to be transacting or engaging in business in this state,

either for the purposes of this act or for the purposes of Sections

1130 and 1131 of this title, solely by reason of the activities of

its majority-owned subsidiary which is incorporated or qualified to

do business within this state. The provisions of this subsection

shall have no application to the question of whether the majority-

owned subsidiary's parent company is:

1. Subject to service of process and suit in this state

pursuant to the laws of this state; or

2. Subject to the taxation laws of this state.

C. A foreign association which does not have a certificate of

authority or limited certificate of authority from the Commissioner,

or a federal association which does not have permission from the

Director of the Office of Thrift Supervision to operate its main

office or any branches in this state, shall not be deemed to be

transacting or engaging in business in this state, for the purposes

of this act, by reason of the purchase or acquisition, holding or

sale of loans secured by mortgages on Oklahoma real estate, or

participating interests therein, or the foreclosure thereof and

acquiring of title to such mortgaged real estate in satisfaction of

the mortgage indebtedness.

D. If a certificate of authority or limited certificate of

authority to transact business has not been issued by the

Commissioner to a federal association not having permission from the

Director of the Office of Thrift Supervision to operate its main

office or any branches in this state, or to a foreign association,

then such unauthorized entity shall not maintain any office in this

Oklahoma Statutes - Title 18. Corporations Page 73

state and shall not directly or indirectly through brokers, agents

or others:

1. Receive applications for or payments or deposits to deposit

accounts or investment securities of any kind at any place within

this state;

2. Assert or imply directly or by means of the mail, radio,

television, newspapers, magazines or other media originating from

any place within this state that it has agents or representatives in

this state with whom its deposit accounts and investments may be

discussed;

3. Distribute any of its advertising material from any place

within this state;

4. Display its name by signs or other wording on windows, doors

or placards, or otherwise represent that it does business within

this state or is represented for transaction of business at any

location in this state; or

5. Hold assets in this state other than those permitted by

subsection C of this section.

E. The Commissioner may obtain an injunction or take any other

action necessary to prevent any federal association not having its

main office or any branches in this state or any foreign association

from violating any provision of this act or the rules of the

Commissioner. Any such entity which violates any provision of this

act and any agent or representative who transacts or solicits

business for such entity which is acting in violation of this act

shall forfeit and pay to the State of Oklahoma, to be recovered in a

civil action in the name of the State of Oklahoma, the sum of Five

Thousand Dollars ($5,000.00).
Okla. Stat. tit. 18, § 18-954 — OK Code / Title 18 / Section 18-954
Exemptions
Status: in_force

The provisions of Section 951 et seq. of this title shall not

apply where a corporation, either domestic or foreign:

1. Engages in research and/or feeding arrangements or

operations concerned with the feeding of livestock or poultry, but

only to the extent of such research and/or feeding arrangements or

such livestock or poultry operations;

Oklahoma Statutes - Title 18. Corporations Page 292

2. Engages in operations concerned with the production and

raising of livestock or poultry for sale or use as breeding stock

and including only directly related operations, such as breeding or

feeding livestock or poultry which are not selected or sold as

breeding stock;

3. Engages in swine operations, including only directly related

operations, such as facilities for the production of breeding stock,

feed mills, processing facilities, and providing supervisory,

technical and other assistance to any other persons performing such

services on behalf of the corporation;

4. Engages in poultry operations, including only directly

related operations, such as operating hatcheries, facilities for the

production of breeding stock, feed mills, processing facilities, and

providing supervisory, technical and other assistance to any other

persons performing such services on behalf of the corporation to the

extent of such operations in this state by the corporation on the

effective date of this act;

5. Engages in forestry as defined by Section 1-4 of Title 2 of

the Oklahoma Statutes;

6. Whose corporate purpose is charitable or eleemosynary; or

7. Presently engages in fluid milk processing within the State

of Oklahoma or leases to a fluid milk processor so engaged;

provided, this exception is limited to such dairy operations as are

necessary to meet such processor's needs.
Okla. Stat. tit. 18, § 18-381.32 — OK Code / Title 18 / Section 18-381.32
Officers
Status: in_force

The officers of an association shall consist of a president to

be chosen from among the directors, one or more vice-presidents, a

secretary, a treasurer, and any other officers authorized by the

bylaws or by the directors. Any number of offices may be held by

the same person unless the certificate of incorporation or bylaws

provide otherwise.
Okla. Stat. tit. 18, § 18-1004 — OK Code / Title 18 / Section 18-1004
Reserved Power of State to Amend or Repeal - Oklahoma
Status: repealed

General Corporation Act Part of Corporation's Chapter or Certificate

of Incorporation.

RESERVED POWER OF STATE TO AMEND OR REPEAL;

OKLAHOMA GENERAL CORPORATION ACT PART OF CORPORATION'S

CHARTER OR CERTIFICATE OF INCORPORATION

The Oklahoma General Corporation Act may be amended or repealed

at the pleasure of the Legislature, but any amendment or repeal

shall not take away or impair any remedy available pursuant to the

Oklahoma Statutes - Title 18. Corporations Page 296

provisions of the Oklahoma General Corporation Act against any

corporation or its officers for any liability which shall have been

previously incurred. The Oklahoma General Corporation Act and any

amendments thereto shall be a part of the charter or certificate of

incorporation of every corporation except so far as the same are

inapplicable and inappropriate to the objects of the corporation.

The provisions of this section shall not affect or impair as to any

corporation any rights protected or guaranteed by the Constitution

of this state or of the United States.
Okla. Stat. tit. 18, § 18-381.60 — OK Code / Title 18 / Section 18-381.60
Conversion into state-chartered association
Status: in_force

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

stockholders called to consider such action, any federal association

may convert itself into an association under this act upon a

majority vote of the outstanding stock entitled to vote thereon or

upon a majority vote of the total number of votes of the members of

such federal association eligible to be cast. Copies of the minutes

of the proceedings of such meetings of members or stockholders,

verified by the affidavit of the secretary or an assistant

secretary, and verified copies of the plan of conversion shall be

filed for approval with the State Banking Commissioner. At the

meeting at which conversion is voted upon, the members or

stockholders shall also vote upon the directors who shall be the

directors of the state-chartered association after conversion takes

effect. Such directors then shall execute and file a certificate of

Oklahoma Statutes - Title 18. Corporations Page 65

incorporation and proposed bylaws, and the Commissioner shall file a

certificate of authority upon approval by the Commissioner, all as

provided in this act. The association shall include in the

certificate of incorporation, the following: "This association is

incorporated by conversion from a federal association." All of the

directors who are chosen for the association shall sign and

acknowledge the certificate of incorporation as the subscribers.

The Commissioner may provide, by regulation, for any additional

procedure to be followed, and application fee to be paid, by any

such federal association converting into an association under this

act. All the provisions regarding property and other rights and

liabilities contained in Section 381.59 of this title shall apply,

in reverse order, to the conversion of a federal association into an

association incorporated under this act, so that the state-chartered

association shall be a continuation of the corporate entity of the

converting federal association.
Okla. Stat. tit. 18, § 18-1036 — OK Code / Title 18 / Section 18-1036
Fractions of Shares
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 353

FRACTIONS OF SHARES

A corporation may, but shall not be required to, issue fractions

of a share. If it does not issue fractions of a share, it shall:

1. arrange for the disposition of fractional interests by those

entitled thereto; or

2. pay in cash the fair value of fractions of a share as of the

time when those entitled to receive such fractions are determined;

or

3. issue scrip or warrants in registered form (either

represented by a certificate or be uncertificated) or in bearer form

(represented by a certificate) which shall entitle the holder to

receive a certificate for a full share upon the surrender of such

scrip or warrants aggregating a full share.

A certificate for a fractional share or an uncertificated fractional

share shall, but scrip or warrants shall not unless otherwise

provided therein, entitle the holder to exercise voting rights, to

receive dividends thereon, and to participate in any of the assets

of the corporation in the event of liquidation. The board of

directors may cause scrip or warrants to be issued subject to the

conditions that they shall become void if not exchanged for

certificates representing the full shares or uncertificated full

shares before a specified date, or subject to the conditions that

the shares for which scrip or warrants are exchangeable may be sold

by the corporation and the proceeds thereof distributed to the

holders of scrip or warrants, or subject to any other conditions

which the board of directors may impose.
Okla. Stat. tit. 18, § 18-574 — OK Code / Title 18 / Section 18-574
Degrees conferred
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 263

Every such corporation having the rank of a college or

university, has power to confer, on the recommendation of the

faculty, all such degrees or honors as are usually conferred by

colleges and universities in the United States, and such others,

having reference to the course of studies and the worth and

accomplishment of the student, as may be deemed proper.
Okla. Stat. tit. 18, § 18-1083.1 — OK Code / Title 18 / Section 18-1083.1
Merger of parent entity and subsidiary corporation or
Status: in_force

corporations.

MERGER OF PARENT ENTITY AND SUBSIDIARY

CORPORATION OR CORPORATIONS

A. In any case in which:

1. At least ninety percent (90%) of the outstanding shares of

each class of the 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 an entity; and

2. One or more of such corporations is a domestic corporation.

Unless the laws of the jurisdiction or jurisdictions under which

such entity or such foreign corporations are formed or organized

prohibit such merger, the entity having such stock ownership may

either merge the corporation or corporations into itself and assume

all of its or their obligations, or merge itself, or itself and one

or more of such corporations, into one of the other corporations by:

a. authorizing such merger in accordance with such

entity’s governing documents and the laws of the

jurisdiction under which such entity is formed or

organized, and

b. acknowledging and filing with the Secretary of State,

in accordance with Section 1007 of this title, a

certificate of such ownership and merger certifying:

(1) that such merger was authorized in accordance

with such entity’s governing documents and the

laws of the jurisdiction under which such entity

is formed or organized, such certificate executed

in accordance with such entity’s governing

documents and in accordance with the laws of the

jurisdiction under which such entity is formed or

organized, and

Oklahoma Statutes - Title 18. Corporations Page 429

(2) the type of entity of each constituent entity to

the merger; provided, however, that in case the

entity shall not own all the outstanding stock of

all the corporations, parties to a merger as

aforesaid:

(a) the certificate of ownership and merger

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

constituent party upon surrender of each

share of the corporation or corporations not

owned by the entity, or the cancellation of

some or all of such shares, and

(b) such terms and conditions of the merger may

not result in a holder of stock in a

corporation becoming a general partner in a

surviving entity that is a partnership,

other than a limited liability partnership

or a limited liability limited partnership.

Any of the terms of the merger may be made dependent upon facts

ascertainable outside of the certificate of ownership and merger,

provided that the manner in which such facts shall operate upon the

terms of the merger is clearly and expressly set forth in the

certificate of ownership and merger. 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 entity. If the surviving constituent

party is an entity formed or organized under the laws of a

jurisdiction other than this state, subsection D of Section 1082 of

this title shall also apply to a merger under this section; if the

surviving constituent party is the entity, the word “corporation”

where applicable, as used in subsection D of Section 1082 of this

title, shall be deemed to include an entity as defined herein; and

the terms and conditions of the merger shall obligate the surviving

constituent party to provide the agreement, and take the actions

required by subsection D of Section 1082 of this title.

B. Sections 1088, 1090 and 1127 of this title shall, insofar as

they are applicable, apply to a merger under this section, and

Section 1089 and subsection E of Section 1081 of this title shall

apply to a merger under this section in which the surviving

constituent party is a corporation of this state. For purposes of

this subsection, references to “agreement of merger” in subsection F

of Section 1081 of this title shall mean the terms and condition of

the merger set forth in the certificate of ownership and merger, and

references to “corporation” in Sections 1088, 1089 and 1090 of this

title and Section 1127 of this title shall be deemed to include the

Oklahoma Statutes - Title 18. Corporations Page 430

entity, as applicable. Section 1091 of this title shall not apply

to any merger effected under this section, except as provided in

subsection C of this section.

C. In the event all of the stock of a domestic corporation

party to a merger effected under this section is not owned by the

entity immediately prior to the merger, the shareholders of such

domestic corporation party to the merger shall have appraisal rights

as set forth in Section 1091 of this title.

D. As used in this section:

1. “Constituent party” means an entity or corporation to be

merged pursuant to this section;

2. “Entity” means a partnership, whether general or limited,

and including a limited liability partnership and a limited

liability limited partnership, a 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; and

3. “Governing documents” means a partnership agreement,

operating agreement, articles of association or any other instrument

containing the provisions by which an entity is formed or organized.
Okla. Stat. tit. 18, § 18-1149 — OK Code / Title 18 / Section 18-1149
Law governing control share voting rights
Status: in_force

LAW GOVERNING CONTROL SHARE VOTING RIGHTS

After a control share acquisition occurs, control shares of the

acquiring person have only such voting rights as are conferred by

this section.

1. Subject to the provisions of paragraphs 2 through 4 of this

section, the voting power of control shares having voting power of

one-fifth (1/5) or more of all voting power is reduced to zero

unless the shareholders of the issuing public corporation approve a

resolution pursuant to the procedure set forth in Section 1153 of

this title according the shares the same voting rights as they had

before they became control shares.

2. Except as provided in subsection A of Section 1153 of this

title, the voting power of control shares representing voting power

of less than one-fifth (1/5) of all voting power is not affected by

Sections 1145 through 1155 of this title.

Oklahoma Statutes - Title 18. Corporations Page 524

3. If control shares of the acquiring person previously have

been accorded, pursuant to the procedure set forth in Section 1153

of this title, the same voting rights they had before they became

control shares, or if such control shares were acquired in a

transaction excluded from the definition of "control share

acquisition", then only the voting power of control shares acquired

in a subsequent control share acquisition by such acquiring person

within a higher range of voting power shall be reduced to zero.

4. The voting rights of control shares are restored to those

accorded such shares prior to the control share acquisition in any

of the following circumstances:

(a) if, by reason of subsequent issuances of shares or

other transactions by the issuing public corporation,

the voting power of those control shares is reduced to

a range of voting power for which approval has been

granted or is not required; or

(b) upon transfer to a person other than an acquiring

person; or

(c) the expiration of three (3) years after the date of a

vote of shareholders, pursuant to Section 1153 of this

title, failing to approve the resolution according

voting rights to those control shares.
Okla. Stat. tit. 18, § 18-430 — OK Code / Title 18 / Section 18-430
Removal of director or officer - Vacancies
Status: in_force

Any director or officer of such corporation may be removed by a

majority vote of the stockholders at any regular or special

stockholders' meeting lawfully called, and the vacancy may be filled

at such meeting or by the remaining directors at any regular or

special meeting thereafter.
Okla. Stat. tit. 18, § 18-441-822 — OK Code / Title 18 / Section 18-441-822
Appointment and authority of officers
Status: in_force

APPOINTMENT AND AUTHORITY OF OFFICERS.

(a) A limited cooperative association has the officers:

(1) Provided in the organic rules; or

(2) Established by the board of directors in a manner not

inconsistent with the organic rules.

(b) The organic rules may designate or, if the rules do not

designate, the board of directors shall designate, one of the

association’s officers for preparing all records required by Section

14 of this act and for the authentication of records.

(c) Unless the organic rules otherwise provide, the board of

directors shall appoint the officers of the limited cooperative

association.

(d) Officers of a limited cooperative association shall perform

the duties the organic rules prescribe or as authorized by the board

of directors not in a manner inconsistent with the organic rules.

(e) The election or appointment of an officer of a limited

cooperative association does not of itself create a contract between

the association and the officer.

Oklahoma Statutes - Title 18. Corporations Page 204

(f) Unless the organic rules otherwise provide, an individual

may simultaneously hold more than one office in a limited

cooperative association.
Okla. Stat. tit. 18, § 18-441-1202 — OK Code / Title 18 / Section 18-441-1202
Nonjudicial dissolution
Status: in_force

NONJUDICIAL DISSOLUTION. Except as otherwise provided in

Sections 104 and 112 of this act, a limited cooperative association

is dissolved and its activities must be wound up:

(1) Upon the occurrence of an event or at a time specified in

the articles of organization;

(2) Upon the action of the association’s organizers, board of

directors, or members under Section 105 or 106 of this act; or

(3) Ninety (90) days after the dissociation of a member, which

results in the association having one patron member and no other

members, unless the association:

(A) has a sole member that is a cooperative; or

(B) not later than the end of the ninety-day period,

admits at least one member in accordance with the

organic rules and has at least two members, at least

one of which is a patron member.
Okla. Stat. tit. 18, § 18-437.17 — OK Code / Title 18 / Section 18-437.17
Dissolution
Status: in_force

A cooperative may dissolve in the manner provided by law for the

dissolution of private corporations.
Okla. Stat. tit. 18, § 18-589 — OK Code / Title 18 / Section 18-589
Charter as benevolent corporation - Trustees - Bylaws
Status: in_force

Before being competent to so receive such property, such society

shall obtain a charter as a charitable corporation in the manner

provided by law from the Secretary of State, and elect trustees, who

may be the same trustees already elected under their fraternal

Oklahoma Statutes - Title 18. Corporations Page 266

rules, and whose bylaws may, so far as they do not contravene the

statute laws of the state, be substituted for the bylaws required to

be adopted upon obtaining a charter.
Okla. Stat. tit. 18, § 18-563 — OK Code / Title 18 / Section 18-563
Title vests in successors in trust
Status: in_force

All grants or deeds from private individuals, or acts of

legislative bodies, transferring, conveying or granting real estate

in this state to any bishop, dean, rector, vestryman, deacon,

director, minister or any other officer or officers of any church or

organized religious society in trust for the use and benefit of such

society of which they are such officer or officers, which have been

or may be made, done or executed, shall vest in their successor or

successors in office, or other officer which such society may at any

time designate, all the legal or other title, to the same extent and

in all respects the same, as trustee of such trust, for the use and

benefit of such society, which such bishop, dean, rector, vestryman,

deacon, director, minister or other officer or officers, had under

such grant, deed or act; and all transfers or sales made by such

officer or officers so acquiring title by virtue of this article, by

Oklahoma Statutes - Title 18. Corporations Page 261

succession in office shall have all the validity, force and effect

that it would have had had it been made by such bishop, dean,

rector, vestryman, deacon, director, minister or other officer or

officers, while holding under and by virtue of such grant, deed or

act of such legislative body.
Okla. Stat. tit. 18, § 18-602 — OK Code / Title 18 / Section 18-602
State highway rights-of-way - Prior notification required
Status: in_force

Any utility installation, relocation or crossing of state

highway rights-of-way shall be accomplished with prior notification

to the Department of Transportation and shall conform to all state

laws.
Okla. Stat. tit. 18, § 18-441-302 — OK Code / Title 18 / Section 18-441-302
Formation of limited cooperative association -
Status: in_force

Articles of organization.

FORMATION OF LIMITED COOPERATIVE ASSOCIATION; ARTICLES OF

ORGANIZATION.

Oklahoma Statutes - Title 18. Corporations Page 180

(a) To form a limited cooperative association, an organizer of

the association must deliver articles of organization to the

Secretary of State for filing. The articles must state:

(1) The name of the association;

(2) The purposes for which the association is formed;

(3) The street address and, if different, mailing address of

the association’s initial designated office and the name of the

association’s initial agent for service of process at the designated

office;

(4) The street address and, if different, mailing address of

the initial principal office;

(5) The name and street address and, if different, mailing

address of each organizer; and

(6) The term for which the association is to exist if other

than perpetual.

(b) Subject to subsection (a) of Section 13 of this act,

articles of organization may contain any other provisions in

addition to those required by subsection (a) of this section.

(c) A limited cooperative association is formed after articles

of organization that substantially comply with subsection (a) of

this section are delivered to the Secretary of State, are filed, and

become effective under subsection (c) of Section 23 of this act.

(d) If articles of organization filed by the Secretary of State

state a delayed effective date, a limited cooperative association is

not formed if, before the articles take effect, an organizer signs

and delivers to the Secretary of State for filing a statement of

cancellation.
Okla. Stat. tit. 18, § 18-436 — OK Code / Title 18 / Section 18-436
Forfeiture of charter
Status: in_force

Any corporation organized under this act, which fails to comply

with all the provisions of this act, shall thereby forfeit its

charter, and the Secretary of State is hereby authorized and

directed to recall the charter of any such corporation.
Okla. Stat. tit. 18, § 18-438.23 — OK Code / Title 18 / Section 18-438.23
Operation for mutual benefit - Disposition of receipts
Status: in_force

and revenues.

A cooperative shall be operated on a nonprofit basis for the

mutual benefit of its members and patrons. The bylaws of a

cooperative or its contracts with members and patrons shall contain

such provisions relative to the disposition of revenues and receipts

as may be necessary and appropriate to establish and maintain its

nonprofit and cooperative character. In the case of a cooperative

authorized to issue shares of stock, such bylaws or contracts shall

provide that no monies shall be paid or credits given on the basis

of patronage except after the declaration or payment of dividends on

the outstanding shares of stock in accordance with the articles of

incorporation of the cooperative, and such bylaws or contracts shall

otherwise be consistent with the cooperative's obligations in

respect of such shares of stock.
Okla. Stat. tit. 18, § 18-2011 — OK Code / Title 18 / Section 18-2011
Articles of organization - Amendment
Status: in_force

A. The articles of organization shall be amended when:

1. There is a change in the name of the limited liability

company;

2. There is a false or erroneous statement in the articles of

organization;

3. There is a change in the time as stated in the articles of

organization for the cancellation of the limited liability company;

or

4. The members desire to restate the articles of organization

in their entirety or to make a change in any other statement or to

add a statement in the articles of organization in order to

accurately represent their agreement.

B. An amendment to the articles of organization of a limited

liability company shall set forth:

1. The name of the limited liability company;

2. The date of filing the articles of organization; and

3. The amendment to the articles of organization.
Okla. Stat. tit. 18, § 18-381.24f — OK Code / Title 18 / Section 18-381.24f
Origination of loans and deposit accounts at locations
Status: in_force

other than main or branch office.

Subject to rules as may be promulgated by the State Banking

Commissioner, an association may utilize employees of the

association to originate loans or originate deposit accounts, or

both, at locations other than the main office or a branch office of

such association, provided that the loan decision is made and the

loan is funded at the main office or a branch office of the

association and provided that no deposits shall be accepted or

received at the deposit origination office.
Okla. Stat. tit. 18, § 18-1.248 — OK Code / Title 18 / Section 18-1.248
Statutes, acts, and parts thereof specifically repealed
Status: repealed

The following statutes, acts, and parts thereof are hereby

specifically repealed: Sections 121 to 126, inclusive, Title 12,

Oklahoma Statutes 1941; Sections 891 to 896, inclusive, Title 12,

Oklahoma Statutes 1941; Sections 1 to 186, inclusive, Title 18,

Oklahoma Statutes 1941; and, Sections 451 to 459, inclusive, Title

18, Oklahoma Statutes 1941; Sections 501 to 508, inclusive of Title

18, O.S. 1941; Section 1 of Chapter 1, Title 18, Session Laws of

1945; and Section 1 to 25, inclusive, of Chapter 2, Title 18,

Session Laws of 1945.
Okla. Stat. tit. 18, § 18-441-1002 — OK Code / Title 18 / Section 18-441-1002
Contribution and valuation
Status: in_force

CONTRIBUTION AND VALUATION.

(a) Unless the organic rules otherwise provide, the

contributions of a member to a limited cooperative association may

consist of tangible or intangible property or other benefit to the

association, including money, labor or other services performed or

to be performed, promissory notes, other agreements to contribute

money or property, and contracts to be performed.

Oklahoma Statutes - Title 18. Corporations Page 205

(b) The receipt and acceptance of contributions and the

valuation of contributions must be reflected in a limited

cooperative association’s records.

(c) Unless the organic rules otherwise provide, the board of

directors shall determine the value of a member’s contributions

received or to be received and the determination by the board of

directors of valuation is conclusive for purposes of determining

whether the member’s contribution obligation has been met.
Okla. Stat. tit. 18, § 18-441-1603 — OK Code / Title 18 / Section 18-441-1603
Action on plan of conversion by converting limited
Status: in_force

cooperative association.

ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED COOPERATIVE

ASSOCIATION.

(a) For a limited cooperative association to convert to another

entity, a plan of conversion must be approved by a majority of the

board of directors, or a greater percentage if required by the

organic rules, and the board of directors must call a members

meeting to consider the plan of conversion, hold the meeting not

later than ninety (90) days after approval of the plan by the board,

and mail or otherwise transmit or deliver in a record to each

member:

(1) The plan, or a summary of the plan and a statement of the

manner in which a copy of the plan in a record may be reasonably

obtained by a member;

(2) A recommendation that the members approve the plan of

conversion, or if the board determines that because of a conflict of

interest or other circumstances it should not make a favorable

recommendation, the basis for that determination;

(3) A statement of any condition of the board’s submission of

the plan of conversion to the members; and

(4) Notice of the meeting at which the plan of conversion will

be considered, which must be given in the same manner as notice of a

special meeting of members.

Oklahoma Statutes - Title 18. Corporations Page 228

(b) Subject to subsections (c) and (d) of this section, a plan

of conversion must be approved by:

(1) At least two-thirds (2/3) of the voting power of members

present at a members meeting called under subsection (a) of this

section; and

(2) If the limited cooperative association has investor

members, at least a majority of the votes cast by patron members,

unless the organic rules require a greater percentage vote by patron

members.

(c) The organic rules may require that the percentage of votes

under paragraph (1) of subsection (b) of this section is:

(1) A different percentage that is not less than a majority of

members voting at the meeting;

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

(d) The vote required to approve a plan of conversion may not

be less than the vote required for the members of the limited

cooperative association to amend the articles of organization.

(e) Consent in a record to a plan of conversion by a member

must be delivered to the limited cooperative association before

delivery of articles of conversion for filing if as a result of the

conversion the member will have:

(1) Personal liability for an obligation of the association; or

(2) An obligation or liability for an additional contribution.

(f) Subject to subsection (e) of this section and any

contractual rights, after a conversion is approved and at any time

before the effective date of the conversion, a converting limited

cooperative association may amend a plan of conversion or abandon

the planned conversion:

(1) As provided in the plan; and

(2) Except as prohibited by the plan, by the same affirmative

vote of the board of directors and of the members as was required to

approve the plan.

(g) The voting requirements for districts, classes, or voting

groups under Section 36 of this act apply to approval of a

conversion under this article.
Okla. Stat. tit. 18, § 18-552.9 — OK Code / Title 18 / Section 18-552.9
Professional solicitors - Registration - Fees
Status: in_force

A. Every professional solicitor employed or retained by a

professional fundraiser required to register pursuant to this act,

shall, before engaging in any solicitation of contributions by the

professional fundraiser, register with the Office of the Secretary

of State. An application for registration, signed by the solicitor,

shall state the full legal name and street address of the

professional fundraiser that employs the solicitor and shall be

accompanied by a fee in the amount of Twenty-five Dollars ($25.00)

of which Ten Dollars ($10.00) shall be deposited to the credit of

the General Revenue Fund of the State Treasury. Ten Dollars

($10.00) of the fee shall be deposited to the credit of the Attorney

General Charitable Solicitations Enforcement Revolving Fund and the

remaining Five Dollars ($5.00) shall be deposited to the credit of

the Secretary of State Charitable Solicitations Revolving Fund.

Registration shall be for a period of one (1) year from the date of

filing with the Secretary of State, and may be renewed annually upon

the filing of a renewal application accompanied by a payment of the

fee prescribed herein.

B. When requesting a contribution, the professional solicitor

shall clearly disclose or provide contact information for the

following information, if requested by the person being solicited:

1. The name of the professional fundraiser that employs or

retains the professional solicitor, as set out in the registration

statement filed with the Secretary of State, and the fact that the

professional fundraiser is being paid for his or her services;

2. The name of the charitable organization the person

represents and a description of how the contributions raised by the

solicitation will be used; and

3. The percentage of the contributions solicited that the

professional fundraiser is to receive and the registration number of

the professional fundraiser, the charitable organization and the

professional solicitor, as requested.

C. No person shall act as a professional solicitor if the

person has been convicted by a court of any state or the United

States of a felony or of a misdemeanor involving moral turpitude or

arising from conduct by the person in connection with fundraising or

the solicitation of any funds, for or on behalf of a charitable

Oklahoma Statutes - Title 18. Corporations Page 251

organization, or the use or expenditure of any funds raised,

collected, or received in any fundraising activity.

D. Any registration form required to be filed under this

section shall be executed by signature, without more, of the person

signing the form, in which case the signature shall constitute the

affirmation of the signatory, under penalty of perjury, that the

signature is that person’s act and deed, and that the facts stated

therein are true.
Okla. Stat. tit. 18, § 18-381.71 — OK Code / Title 18 / Section 18-381.71
Definitions
Status: in_force

As used in this section and Sections 381.72 and 381.73 of this

title:

1. "Acquire" means:

Oklahoma Statutes - Title 18. Corporations Page 81

a. the merger or consolidation of an out-of-state savings

institution with or into an in-state savings

institution,

b. the acquisition by an out-of-state savings institution

of direct or indirect ownership or control of voting

shares or, in the case of a mutual savings

institution, voting rights of an in-state savings

institution if, after such acquisition, such out-of-

state savings institution directly or indirectly owns

or controls twenty-five percent (25%) or more of any

class of voting shares or voting rights of such in-

state savings institution, excluding shares or rights

owned or held by the United States or by any

organization wholly owned by the United States,

c. the acquisition by an out-of-state savings institution

of the direct or indirect ownership of all or

substantially all of the assets, including, if agreed,

the assets of any branches and facilities, of an in-

state savings institution, or

d. any other action that would result in the direct or

indirect ownership or control by an out-of-state

savings institution of an in-state savings

institution;

2. "Control" means direct or indirect ownership of or holding

with the power to vote twenty-five percent (25%) or more of the

voting shares, or in the case of a mutual savings institution, the

voting rights, excluding shares or rights owned or held by the

United States or by any organization wholly owned by the United

States, or the power in any manner to elect a majority of the

directors or directly or indirectly to exercise a controlling

influence, as determined by the State Banking Commissioner after

notice and an opportunity for hearing, on the management or policies

of a company;

3. "Holding company" means a company which owns or controls one

or more savings institutions organized under the laws of any state

or the laws of the United States;

4. "Main office" means the office of a savings institution

designated by the Commissioner or the Office of Thrift Supervision

as the main office of the institution and located within the United

States;

5. "In-state savings institution" means a savings institution

organized under the laws of this state or the laws of the United

States whose main office is located in Oklahoma;

6. "Oklahoma holding company" means a holding company organized

under the laws of this state;

Oklahoma Statutes - Title 18. Corporations Page 82

7. "Out-of-state savings institution" means any savings

institution organized under the laws of another state or the laws of

the United States whose main office is located in another state;

8. "Savings institution" means any association or federal

association, or as the context requires, any holding company or

subsidiary of such savings institution; and

9. "Subsidiary" means a company which is owned or controlled by

a savings institution.
Okla. Stat. tit. 18, § 18-1125 — OK Code / Title 18 / Section 18-1125
Action by Officer, Director or Shareholder Against
Status: in_force

Corporation for Corporate Debt Paid.

ACTION BY OFFICER, DIRECTOR OR SHAREHOLDER AGAINST

CORPORATION FOR CORPORATE DEBT PAID

When any officer, director or shareholder shall pay any debt of

a corporation for which he is made liable by the provisions of the

Oklahoma General Corporation Act, he may recover the amount so paid

in an action against the corporation for money paid for its use, and

in such action only the property of a corporation shall be liable to

be taken, and not the property of any shareholder.
Okla. Stat. tit. 18, § 18-441-1701 — OK Code / Title 18 / Section 18-441-1701
Uniformity of application and construction
Status: in_force

UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and

construing the Uniform Limited Cooperative Association Act of 2009,

consideration must be given to the need to promote uniformity of the

law with respect to its subject matter among states that enact it.
Okla. Stat. tit. 18, § 18-1207 — OK Code / Title 18 / Section 18-1207
Duties of board of directors, committees of the board and
Status: in_force

individual directors.

A. In discharging the duties of their respective positions and

in considering the best interests of the benefit corporation, the

board of directors, committees of the board and individual directors

of a benefit corporation:

1. Shall consider the effects of any action or inaction upon:

a. the shareholders of the benefit corporation,

b. the employees and workforce of the benefit

corporation, its subsidiaries and its suppliers,

c. the interests of customers as beneficiaries of the

general public benefit or a specific public benefit

purpose of the benefit corporation,

d. community and societal factors, including those of

each community in which offices or facilities of the

benefit corporation, its subsidiaries or its suppliers

are located,

e. the local and global environment,

f. the short-term and long-term interests of the benefit

corporation, including benefits that may accrue to the

benefit corporation from its long-term plans and the

possibility that these interests may be best served by

the continued independence of the benefit corporation,

and

g. the ability of the benefit corporation to accomplish

its general public benefit purpose and any specific

public benefit purpose; and

2. May consider other pertinent factors or the interests of any

other group that they deem appropriate; but

3. Need not give priority to a particular interest or factor

referred to in paragraph 1 or 2 of this subsection over any other

interest or factor unless the benefit corporation has stated in its

certificate of incorporation its intention to give priority to

Oklahoma Statutes - Title 18. Corporations Page 533

certain interests or factors related to the accomplishment of its

general public benefit purpose or of a specific public benefit

purpose identified in its certificate.

B. The consideration of interests and factors in the manner

provided by subsection A of this section shall not constitute a

violation of the duties of directors under the Oklahoma General

Corporation Act or, except as provided in subsection F of Section 6

of this act, the Oklahoma Banking Code.

C. Except as provided in the certificate of incorporation or

bylaws, a director is not personally liable for monetary damages

for:

1. Any action or inaction in the course of performing the

duties of a director under subsection A of this section if the

director was not interested with respect to the action or inaction;

or

2. Failure of the benefit corporation to pursue or create

general public benefit or specific public benefit.

D. A director shall not have a duty to a person who is a

beneficiary of the general public benefit purpose or a specific

public benefit purpose of a benefit corporation arising from the

status of the person as a beneficiary.

E. A director who makes a business judgment in good faith

fulfills the duty under this section if the director:

1. Is not interested in the subject of the business judgment;

2. Is informed with respect to the subject of the business

judgment to the extent the director reasonably believes to be

appropriate under the circumstances; and

3. Rationally believes that the business judgment is in the

best interests of the benefit corporation.
Okla. Stat. tit. 18, § 18-1045 — OK Code / Title 18 / Section 18-1045
Failure to Pay for Stock - Remedies
Status: in_force

FAILURE TO PAY FOR STOCK; REMEDIES

When any shareholder fails to pay any installment or call upon

his stock which may have been properly demanded by the directors, at

the time when such payment is due, the directors may collect the

amount of any such installment or call or any balance thereof

remaining unpaid, from the said shareholder by an action at law, or

they shall sell at public sale such part of the shares of such

delinquent shareholder as will pay all demands then due from him

with interest and all incidental expenses, and shall transfer the

shares so sold to the purchaser, who shall be entitled to a

certificate therefor. Notice of the time and place of such sale and

of the sum due on each share shall be given by advertisement at

least one (1) week before the sale, in a newspaper of the county in

this state where such corporation's registered office is located,

and such notice shall be mailed by the corporation to such

delinquent shareholder at his last-known post office address, at

least twenty (20) days before such sale. If no bidder can be had to

pay the amount due on the stock, and if the amount is not collected

by an action at law, which may be brought within the county where

the corporation has its registered office, within one (1) year from

the date of the bringing of such action at law, said stock and the

amount previously paid in by the delinquent shareholder on the stock

shall be forfeited to the corporation.
Okla. Stat. tit. 18, § 18-441-806 — OK Code / Title 18 / Section 18-441-806
Resignation of director
Status: in_force

RESIGNATION OF DIRECTOR. A director may resign at any time by

giving notice in a record to the limited cooperative association.

Unless the notice states a later effective date, a resignation is

effective when the notice is received by the association.
Okla. Stat. tit. 18, § 18-1039 — OK Code / Title 18 / Section 18-1039
Stock certificates – Uncertificated shares
Status: in_force

STOCK CERTIFICATES; UNCERTIFICATED SHARES

The shares of a corporation shall be represented by

certificates, provided that the board of directors of the

corporation may provide by resolution or resolutions that some or

all of any or all classes or series of its stock shall be

uncertificated shares. Any such resolution shall not apply to

shares represented by a certificate until the certificate is

surrendered to the corporation. Every holder of stock represented

by certificates shall be entitled to have a certificate signed by,

or in the name of, the corporation by any two authorized officers of

the corporation representing the number of shares registered in

certificate form. Any or all the signatures on the certificate may

be a facsimile. In case any officer, transfer agent, or registrar

who has signed or whose facsimile signature has been placed upon a

certificate shall have ceased to be such officer, transfer agent, or

registrar before the certificate is issued, it may be issued by the

corporation with the same effect as if he were such officer,

transfer agent or registrar at the date of issue. A corporation

shall not have the power to issue a certificate in bearer form.
Okla. Stat. tit. 18, § 18-863 — OK Code / Title 18 / Section 18-863
Nonprofit corporations for creating rural water and sewer
Status: in_force

districts - Exemption from taxation and assessments.

A corporation organized not for profit pursuant to the

provisions of the Oklahoma General Corporation Act for the purpose

of developing and providing rural water supply and sewage disposal

facilities to serve rural residents shall be exempt from all excise

taxes of whatsoever nature, and shall be exempt from payment of

assessments in any general or special taxing district levied upon

the property of said corporation, whether real, personal or mixed;

such exemption shall include, but not be limited to, franchise

taxes, assessments or fees levied by any county or municipality for

inspections of the facilities of the corporation which were not

requested by the corporation. Said corporations shall have the

right of eminent domain in the same manner and according to the

procedures provided for in Sections 51 through 65 of Title 66 of the

Oklahoma Statutes, provided, that the use of said eminent domain

provisions shall be restricted to the purpose of developing and

providing rural gas distribution, water supply and sewage disposal

facilities. Provided, however, no personal or real property,

easement or right-of-way of any utility may be acquired by eminent

domain.
Okla. Stat. tit. 18, § 18-441-516 — OK Code / Title 18 / Section 18-441-516
Action without a meeting
Status: in_force

ACTION WITHOUT A MEETING.

(a) Unless the organic rules require that action be taken only

at a members meeting, any action that may be taken by the members

may be taken without a meeting if each member entitled to vote on

the action consents in a record to the action.

(b) Consent under subsection (a) of this section may be

withdrawn by a member in a record at any time before the limited

cooperative association receives a consent from each member entitled

to vote.

(c) Consent to any action may specify the effective date or

time of the action.
Okla. Stat. tit. 18, § 18-441-704 — OK Code / Title 18 / Section 18-441-704
Remedies for breach of contract
Status: in_force

REMEDIES FOR BREACH OF CONTRACT.

(a) Damages to be paid to a limited cooperative association for

breach or anticipatory repudiation of a marketing contract may be

liquidated, but only at an amount or under a formula that is

reasonable in light of the actual or anticipated harm caused by the

breach or repudiation. A provision that so provides is not a

penalty.

(b) Upon a breach of a marketing contract, whether by

anticipatory repudiation or otherwise, a limited cooperative

association may seek:

(1) An injunction to prevent further breach; and

(2) Specific performance.

(c) The remedies in this section are in addition to any other

remedies available to an association under law other than the

Uniform Limited Cooperative Association Act of 2009.
Okla. Stat. tit. 18, § 18-2034 — OK Code / Title 18 / Section 18-2034
Judgment creditor - Rights - Exclusive remedy
Status: in_force

JUDGMENT CREDITOR; RIGHTS; EXCLUSIVE REMEDY

On application to a court of competent jurisdiction by any

judgment creditor of a member, the court may charge the capital

interest of the member with payment of the unsatisfied amount of the

judgment with interest. To the extent so charged, the judgment

creditor has only the rights of an assignee of the capital interest.

A charging order entered by a court pursuant to this section shall

in no event be convertible into a membership interest through

foreclosure or other action. The Oklahoma Limited Liability Company

Act does not deprive any member of the benefit of any exemption laws

applicable to his or her membership or capital interest. This

section shall be the sole and exclusive remedy of a judgment

creditor with respect to the judgment debtor's membership and

capital interest, whether the limited liability company has one

member or more than one member.

Oklahoma Statutes - Title 18. Corporations Page 563
Okla. Stat. tit. 18, § 18-438.5 — OK Code / Title 18 / Section 18-438.5
Name
Status: in_force

The name of a cooperative shall include the words "telephone"

and "cooperative", and the abbreviation "Inc.", unless, in an

affidavit made by its president or vice president, and filed with

the Secretary of State, or in an affidavit made by a person signing

articles of incorporation, consolidation, merger or conversion,

Oklahoma Statutes - Title 18. Corporations Page 125

which relate to such cooperative, and filed, together with any such

articles, with the Secretary of State, it shall appear that the

cooperative desires to do business in another state and is or would

be precluded therefrom by reason of the inclusion of such words or

either thereof in its name. The name of a cooperative shall be

distinct from the name of any other cooperative or corporation

organized under the laws of, or authorized to do business in, this

state. This section shall not apply to any corporation which

becomes subject to this act by complying with the provisions of

Section 20 of this act, or which does business in this state

pursuant to Section 29 of this act and which elects to retain a

corporate name which does not comply with this section.
Okla. Stat. tit. 18, § 18-441-1605 — OK Code / Title 18 / Section 18-441-1605
Effect of conversion
Status: in_force

EFFECT OF CONVERSION.

(a) An entity that has been converted pursuant to this article

is for all purposes the same entity that existed before the

conversion and is not a new entity but, after conversion, is

organized under the organic law of the converted entity and is

subject to that law and other law as it applies to the converted

entity.

(b) When a conversion takes effect under this article:

Oklahoma Statutes - Title 18. Corporations Page 230

(1) All property owned by the converting entity remains vested

in the converted entity;

(2) All debts, liabilities, and other obligations of the

converting entity continue as obligations of the converted entity;

(3) An action or proceeding pending by or against the

converting entity may be continued as if the conversion had not

occurred;

(4) Except as prohibited by other law, all the rights,

privileges, immunities, powers, and purposes of the converting

entity remain vested in the converted entity;

(5) Except as otherwise provided in the plan of conversion, the

terms and conditions of the plan of conversion take effect; and

(6) Except as otherwise provided in the plan of conversion, the

conversion does not dissolve a converting limited cooperative

association for purposes of Article 12 of the Uniform Limited

Cooperative Association Act of 2009.

(c) A converted entity that is an entity organized under the

laws of a jurisdiction other than this state consents to the

jurisdiction of the courts of this state to enforce any obligation

owed by the converting limited cooperative association if, before

the conversion, the converting limited cooperative association was

subject to suit in this state on the obligation. A converted entity

that is an entity organized under the laws of a jurisdiction other

than this state and not authorized to transact business in this

state appoints the Secretary of State as its agent for service of

process for purposes of enforcing an obligation under this

subsection. Service on the Secretary of State under this subsection

is made in the same manner and with the same consequences as under

subsections (c) and (d) of Section 20 of this act.
Okla. Stat. tit. 18, § 18-441-804 — OK Code / Title 18 / Section 18-441-804
Election of directors and composition of board
Status: in_force

ELECTION OF DIRECTORS AND COMPOSITION OF BOARD.

(a) Unless the organic rules require a greater number:

(1) The number of directors that must be patron members may not

be fewer than:

(A) one, if there are two or three directors;

(B) two, if there are four or five directors;

(C) three, if there are six through eight directors; or

(D) one-third (1/3) of the directors if there are at least

nine directors; and

(2) A majority of the board of directors must be elected

exclusively by patron members.

(b) Unless the organic rules otherwise provide, if a limited

cooperative association has investor members, the directors who are

not elected exclusively by patron members are elected by the

investor members.

(c) Subject to subsection (a) of this section, the organic

rules may provide for the election of all or a specified number of

directors by one or more districts or classes of members.

(d) Subject to subsection (a) of this section, the organic

rules may provide for the nomination or election of directors by

districts or classes, directly or by district delegates.

(e) If a class of members consists of a single member, the

organic rules may provide for the member to appoint a director or

directors.

(f) Unless the organic rules otherwise provide, cumulative

voting for directors is prohibited.

Oklahoma Statutes - Title 18. Corporations Page 198

(g) Except as otherwise provided by the organic rules,

subsection (e) of this section, or Sections 31, 55, 56 and 74 of

this act, member directors must be elected at an annual members

meeting.
Okla. Stat. tit. 18, § 18-431 — OK Code / Title 18 / Section 18-431
Liability of directors
Status: in_force

If the indebtedness of such corporation shall at any time exceed

the amount of its subscribed capital stock and surplus the directors

assenting thereto shall be personally and individually liable for

such excess to the creditors. Except any indebtedness created in

favor of the State warehouse revolving fund.
Okla. Stat. tit. 18, § 18-1138 — OK Code / Title 18 / Section 18-1138
Foreign Corporations Doing Business Without Having
Status: in_force

Qualified - Injunctions.

FOREIGN CORPORATIONS DOING BUSINESS

WITHOUT HAVING QUALIFIED; INJUNCTIONS

The district court shall have jurisdiction to enjoin any foreign

corporation, or any agent thereof, from transacting any business in

this state if such corporation has failed to comply with any

provision of the Oklahoma General Corporation Act applicable to it

or if such corporation has secured a certificate of the Secretary of

State pursuant to the provisions of Section 130 of this act on the

basis of false or misleading representations. The Attorney General,

upon his own motion or upon the relation of proper parties, shall

proceed for this purpose by petition in any county in which such

corporation is doing business.
Okla. Stat. tit. 18, § 18-594 — OK Code / Title 18 / Section 18-594
Fire departments for unincorporated areas - Status as
Status: in_force

state agency - Nonliability for tort.

Any charitable corporation formed in an unincorporated area for

the purpose of providing either a volunteer or a full-time fire

department, such as is mentioned in Section 592 of this title, shall

be considered an agency of the State of Oklahoma while actually

performing the function of providing fire protective services either

Oklahoma Statutes - Title 18. Corporations Page 268

within or without the unincorporated area wherein it is situated,

and while so engaged such corporation shall not be liable in tort

for the acts of its members or its firemen.
Okla. Stat. tit. 18, § 18-441-808 — OK Code / Title 18 / Section 18-441-808
Suspension of director by board
Status: in_force

SUSPENSION OF DIRECTOR BY BOARD.

(a) A board of directors may suspend a director if, considering

the director’s course of conduct and the inadequacy of other

available remedies, immediate suspension is necessary for the best

interests of the association and the director is engaging, or has

engaged, in:

(1) Fraudulent conduct with respect to the association or its

members;

(2) Gross abuse of the position of director;

(3) Intentional or reckless infliction of harm on the

association; or

(4) Any other behavior, act, or omission as provided by the

organic rules.

(b) A suspension under subsection (a) of this section is

effective for thirty (30) days unless the board of directors calls

and gives notice of a special meeting of members for removal of the

director before the end of the thirty-day period in which case the

suspension is effective until adjournment of the meeting or the

director is removed.
Okla. Stat. tit. 18, § 18-441-1208 — OK Code / Title 18 / Section 18-441-1208
Known claims against dissolved limited cooperative
Status: in_force

association.

KNOWN CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.

(a) Subject to subsection (d) of this section, a dissolved

limited cooperative association may dispose of the known claims

against it by following the procedure in subsections (b) and (c) of

this section.

(b) A dissolved limited cooperative association may notify its

known claimants of the dissolution in a record. The notice must:

(1) Specify that a claim be in a record;

(2) Specify the information required to be included in the

claim;

(3) Provide an address to which the claim must be sent;

(4) State the deadline for receipt of the claim, which may not

be less than one hundred twenty (120) days after the date the notice

is received by the claimant; and

(5) State that the claim will be barred if not received by the

deadline.

(c) A claim against a dissolved limited cooperative association

is barred if the requirements of subsection (b) of this section are

met, and:

(1) The association is not notified of the claimant’s claim, in

a record, by the deadline specified in the notice under paragraph

(4) of subsection (b) of this section;

(2) In the case of a claim that is timely received but rejected

by the association, the claimant does not commence an action to

Oklahoma Statutes - Title 18. Corporations Page 215

enforce the claim against the association within ninety (90) days

after receipt of the notice of the rejection; or

(3) If a claim is timely received but is neither accepted nor

rejected by the association within one hundred twenty (120) days

after the deadline for receipt of claims, the claimant does not

commence an action to enforce the claim against the association:

(A) after the one-hundred-twenty-day period; and

(B) not later than ninety (90) days after the one-hundred-

twenty-day period.

(d) This section does not apply to a claim based on an event

occurring after the date of dissolution or a liability that is

contingent on that date.
Okla. Stat. tit. 18, § 18-2059 — OK Code / Title 18 / Section 18-2059
District court - Jurisdiction
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 621

The district court shall have jurisdiction to enforce the

provisions of this act.
Okla. Stat. tit. 18, § 18-1202 — OK Code / Title 18 / Section 18-1202
Definitions
Status: in_force

As used in the Oklahoma Benefit Corporation Act:

1. "Benefit corporation" means:

Oklahoma Statutes - Title 18. Corporations Page 529

a. a business corporation incorporated under the Oklahoma

General Corporation Act that is subject to this act,

or

b. a state bank or trust company incorporated under Title

6 of the Oklahoma Statutes that is subject to this

act;

2. "Benefit enforcement proceeding" means any claim or action

or proceeding for:

a. failure of a benefit corporation to pursue or create

general public benefit or a specific public benefit

purpose set forth in its certificate of incorporation,

or

b. violation of any obligation, duty or standard of

conduct under this act;

3. "General public benefit" means a material positive impact on

society and the environment, taken as a whole, assessed against a

third-party standard, from the business and operations of a benefit

corporation;

4. "Minimum status vote" means:

a. in the case of a business corporation or a state bank

or trust company, in addition to any other required

approval or vote, the satisfaction of the following

conditions:

(1) the shareholders of every class or series shall

be entitled to vote as a class on the corporate

action regardless of a limitation stated in the

certificate of incorporation or bylaws on the

voting rights of any class or series, and

(2) the corporate action shall be approved by the

affirmative vote of the shareholders of each

class or series entitled to cast at least two-

thirds (2/3) of the votes that all shareholders

of the class or series are entitled to cast on

the action, or

b. in the case of a domestic entity other than a

corporation or state bank or trust company, in

addition to any other required approval, vote or

consent, the satisfaction of the following conditions:

(1) the holders of every class or series of equity

interest in the entity that are entitled to

receive a distribution of any kind from the

entity shall be entitled to vote on or consent to

the action regardless of any otherwise applicable

limitation on the voting or consent rights of any

class or series, and

(2) the action shall be approved by the affirmative

vote or consent of the holders described in

Oklahoma Statutes - Title 18. Corporations Page 530

division (1) of this subparagraph entitled to

cast at least two-thirds (2/3) of the votes or

consents that all of those holders are entitled

to cast on the action; and

5. "Specific public benefit" includes:

a. providing low-income or underserved individuals or

communities with beneficial products or services,

b. promoting economic opportunity for individuals or

communities beyond the creation of jobs in the normal

course of business,

c. protecting or restoring the environment,

d. improving human health,

e. promoting the arts, sciences or advancement of

knowledge,

f. increasing the flow of capital to entities with a

purpose to benefit society or the environment, and

g. conferring any other particular benefit on society or

the environment.
Okla. Stat. tit. 18, § 18-429 — OK Code / Title 18 / Section 18-429
Directors - Selection and term - Quorum
Status: in_force

The stock, property and affairs, of such corporation shall be

managed by the board of directors, which shall consist of five (5)

members, all of whom must be stockholders, and who shall be elected

at the annual meeting of the stockholders. At the first meeting of

the stockholders, there shall be elected five directors, one of whom

shall serve one (1) year, two of whom shall serve two (2) years, and

the remaining two of whom shall serve three (3) years. As the term

of office of each of these directors expires a successor shall be

elected, who shall serve for three (3) years, unless sooner removed,

or until his successor is elected and qualified.

Notice of the time and place of holding such election shall be

published not less than two (2) weeks previous thereto in the

newspaper printed nearest to the place where the principal office or

place of business of the corporation is located. A quorum shall

consist of at least ten percent (10%) in number of all the

stockholders or subscribers for stock who are entitled to vote.
Okla. Stat. tit. 18, § 18-1087 — OK Code / Title 18 / Section 18-1087
Merger or consolidation of domestic and foreign stock and
Status: in_force

nonstock corporations.

MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN

STOCK AND NONSTOCK CORPORATIONS

A. Any one or more domestic corporations, whether stock or

nonstock corporations and whether or not organized for profit, may

merge or consolidate with one or more foreign corporations, unless

the laws of the jurisdiction or jurisdictions under which such

foreign corporation or corporations are organized prohibit such

merger or consolidation. The constituent corporations may merge

into a single surviving corporation, which may be any one of the

constituent corporations, or they may consolidate into a new

resulting corporation formed by the consolidation, which may be a

corporation of the jurisdiction of organization of any one of the

constituent corporations, pursuant to an agreement of merger or

consolidation, as the case may be, complying and approved in

accordance with the provisions of this section. The surviving or

resulting corporation may be either a domestic or foreign stock

corporation or a domestic or foreign nonstock corporation, as shall

be specified in the agreement of merger or consolidation required by

the provisions of subsection B of this section. For purposes of

this section, the term "foreign corporation" includes a nonstock

corporation organized under the laws of any jurisdiction other than

this state.

B. The method and procedure to be followed by the constituent

corporations so merging or consolidating shall be as prescribed in

Section 1086 of this title in the case of domestic corporations.

The agreement of merger or consolidation shall be as provided in

Section 1086 of this title and also set forth such other provisions

or facts as required to be set forth in an agreement of merger or

consolidation, including any provision for amendment of the

certificate of incorporation or equivalent document of a surviving

foreign corporation, by the laws of the jurisdiction or

jurisdictions which are stated in the agreement to be the laws under

which the foreign corporation or corporations are organized. The

agreement, in the case of foreign corporations, shall be adopted,

approved, certified, executed and acknowledged by each of the

constituent foreign corporations in accordance with the laws under

which each is organized.

Oklahoma Statutes - Title 18. Corporations Page 440

C. The requirements of the provisions of subsection D of

Section 1082 of this title as to the appointment of the Secretary of

State to receive process and the manner of serving the same in the

event the surviving or resulting corporation is a foreign

corporation shall also apply to mergers or consolidations effected

under this section and such appointment, if any, shall be included

in the certificate of merger or consolidation, if any, filed

pursuant to subsection B of this section. The provisions of

subsection E of Section 1081 of this title shall apply to mergers

effected pursuant to the provisions of this section if the surviving

corporation is a domestic corporation. The provisions of subsection

D of Section 1081 of this title shall apply to any constituent stock

corporation participating in a merger or consolidation pursuant to

the provisions of this section; provided, however, that for purposes

of a constituent nonstock corporation, references to the board of

directors, to shareholders, and to shares shall be deemed to be

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

the corporation, and to memberships or membership interests of the

corporation, as applicable, respectively. The provisions of

subsection F of Section 1081 of this title shall apply to any

constituent stock corporation participating in a merger pursuant to

the provisions of this section.

D. Nothing in this section shall be construed to authorize the

merger of a charitable nonstock corporation into a stock

corporation, if the charitable status of such nonstock corporation

would thereby be lost or impaired but a stock corporation may be

merged into a charitable nonstock corporation which shall continue

as the surviving corporation.
Okla. Stat. tit. 18, § 18-1089 — OK Code / Title 18 / Section 18-1089
Powers of Corporation Surviving or Resulting from Merger or Consolidation - Issuance of
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 15or Consolidation - Issuance of Stock, Bonds or Other Indebtedness.

POWERS OF CORPORATION SURVIVING OR RESULTING FROM MERGER

OR CONSOLIDATION; ISSUANCE OF STOCK, BONDS OR OTHER INDEBTEDNESS

When two or more corporations are merged or consolidated, the

corporation surviving or resulting from the merger may issue bonds

or other obligations, negotiable or otherwise, and with or without

coupons or interest certificates thereto attached, to an amount

sufficient with its capital stock to provide for all payments it

will be required to make, or obligations it will be required to

assume, in order to effect the merger or consolidation. For the

purpose of securing the payment of any such bonds and obligations,

it shall be lawful for the surviving or resulting corporation to

mortgage its corporate franchise, rights, privileges and property,

real, personal or mixed. The surviving or resulting corporation may

issue certificates of its capital stock or uncertificated stock if

authorized to do so and other securities to the shareholders of the

constituent corporations in exchange or payment for the original

shares, in such amount as shall be necessary in accordance with the

terms of the agreement of merger or consolidation in order to effect

such merger or consolidation in the manner and on the terms

specified in the agreement.
Okla. Stat. tit. 18, § 18-441-116 — OK Code / Title 18 / Section 18-441-116
Dual capacity
Status: in_force

DUAL CAPACITY. A person may have a patron member’s interest and

an investor member’s interest. When such person acts as a patron

member, the person is subject to the Uniform Limited Cooperative

Association Act of 2009 and the organic rules governing patron

members. When such person acts as an investor member, the person is

subject to the Uniform Limited Cooperative Association Act of 2009

and the organic rules governing investor members.
Okla. Stat. tit. 18, § 18-438.9 — OK Code / Title 18 / Section 18-438.9
Membership - Shares of stock - Qualification as patron
Status: in_force

A. Each incorporator of a cooperative shall be a member thereof

but no other person may become a member thereof unless such other

person agrees to use communication services furnished by the

cooperative when it is made available through its facilities, except

as otherwise provided in the bylaws. Membership in a cooperative

may be evidenced by a certificate of membership which shall not be

transferable, except as provided by the bylaws. The bylaws may

prescribe additional qualifications and limitations in respect of

membership, provided that ownership of shares of stock, if any are

authorized, shall not be a condition of membership in the

cooperative.

B. In case the issuance of shares of stock is provided for in

the articles of incorporation, ownership thereof shall be evidenced

by share certificates. No share of stock shall be issued except for

cash, or for property at its fair value, in an amount equal to the

par value of such share of stock.

C. Membership and share certificates shall contain such

provisions, consistent with this act and the articles of

incorporation of the cooperative, as shall be prescribed by its

bylaws.

D. Each member who purchases communication services in the

ordinary course of business of the cooperative is a patron of the

cooperative, except the use of inter-exchange access, payment of

inter-exchange access fares or settlements, or the purchase of

equipment does not qualify a member or other person as a patron.

The bylaws of the cooperative may provide other circumstances where

a member or other person will not qualify to be a patron.
Okla. Stat. tit. 18, § 18-381.23 — OK Code / Title 18 / Section 18-381.23
Exclusiveness of name
Status: in_force

No person, firm, company, partnership or corporation, either

domestic or foreign, unless lawfully authorized to do business in

this state under the provisions of this act, shall do business in

this state under any name or title which contains the terms "savings

and loan", "building and loan", "savings association", "savings

bank" or combination of such terms in any manner which indicates or

reasonably implies that its business is of the character or kind

carried on or transacted by an association, or that is likely to

lead any person to believe that such business is that of an

association. Upon application by the Commissioner, or any

association, a court of competent jurisdiction may issue an

injunction to restrain any such entity from violating or continuing

to violate the provisions of this section.
Okla. Stat. tit. 18, § 18-381.11 — OK Code / Title 18 / Section 18-381.11
Supervision by State Banking Commissioner – Additional
Status: in_force

powers – Orders – Notice and hearing – Temporary orders –

Cooperative agreements - Opinions.

A. The State Banking Commissioner shall have general

supervision of associations, in addition to the authority set forth

in other sections of this act. In addition to other powers

conferred by this act, the Commissioner shall have the power to

order an association, a holding company of an association,

shareholder, officer, director, or employee to:

1. Maintain an accounting system in accordance with such rules

as may be prescribed by the Commissioner; provided, the accounting

system required shall have due regard to the size of the

association;

2. Observe methods and standards which the Commissioner may

prescribe for determining the value of various types of assets;

3. Charge off the whole or part of an asset which at the time

of the Commissioner's action could not lawfully be acquired;

4. Write down an asset to its market value;

5. Record liens and other interests in property;

6. Obtain a financial statement from a borrower to the extent

the association can do so;

7. Obtain insurance against damage to real estate taken as

security;

8. Search, or obtain insurance for, the title to real estate

taken as security;

9. Maintain adequate insurance against such other risks as the

Commissioner may determine to be necessary and appropriate for the

protection of depositors and the public; and

10. Cease and desist from engaging in any act or transaction,

or doing any act in furtherance thereof, which would constitute a

violation of the provisions of this act, applicable federal laws,

the applicable laws of another state, or a lawful regulation issued

thereunder, or to cease and desist from engaging in any unsafe or

unsound practice.

B. Before issuing an order provided for in subsection A of this

section, the Commissioner shall give reasonable notice and

opportunity for a hearing. However, if the Commissioner makes

written findings of fact that the protection of depositors will be

harmed by delay in issuing an order provided for in subsection A of

this section, the Commissioner may issue a temporary order pending

the hearing on the order provided for in subsection A of this

section. The temporary order shall remain in effect until three (3)

business days after the hearing on the order provided for in

subsection A of this section and shall become final if the

Oklahoma Statutes - Title 18. Corporations Page 26

association subject to the order fails within fifteen (15) days

after the receipt of the order to request a hearing to determine

whether the temporary order should be modified, vacated, or become

final. If a hearing on the temporary order is not held upon written

request, the temporary order shall dissolve, and the order provided

for in subsection A of this section shall not be issued except upon

reasonable notice and opportunity for hearing.

C. The Commissioner may enter into cooperative, coordinating,

and information-sharing agreements with any other supervisory

agencies or any organization affiliated with or representing one or

more supervisory agencies with respect to the periodic examination

or other supervision of any association, bank holding company, or

branch in this state or an out-of-state association, or any branch

of an Oklahoma-chartered association in any other state, and the

Commissioner may accept such reports of examination and reports of

investigation in lieu of conducting the Commissioner's own

examinations or investigations.

D. The Commissioner may enter into cooperative agreements with

other regulatory agencies to facilitate the regulation of

associations and holding companies doing business in this state.

The Commissioner may accept reports of examinations and other

records from such other agencies in lieu of the Oklahoma State

Banking Department conducting the examinations of associations

controlled by out-of-state holding companies. The Commissioner may

take any action jointly with other regulatory agencies having

concurrent jurisdiction over associations and holding companies or

may take such actions independently in order to carry out the

Commissioner's responsibilities.

E. 1. The Commissioner may issue interpretive statements

containing matters of general policy for the guidance of

associations subject to this act. The Commissioner may amend or

repeal an interpretative statement by issuing an amended statement

or notice of repeal of a statement and shall provide notice thereof

and make it available upon request to all associations chartered

under this act.

2. The Commissioner may issue opinions in response to specific

requests from members of the public or the association industry

directly or through the Deputy State Banking Commissioner or the

attorneys of the Department. The Commissioner may amend or repeal

an opinion by issuing an amended statement or notice of repeal of an

opinion and shall provide notice thereof and make it available upon

request to all associations chartered under this act. However, the

requesting party may rely on the original opinion if:

a. all material facts were originally disclosed to the

Commissioner,

Oklahoma Statutes - Title 18. Corporations Page 27

b. considerations of safety and soundness of the affected

association are not implicated with respect to further

and prospective reliance on the original opinion, and

c. the text and interpretation of relevant governing

provisions of this act have not been changed by

legislative or judicial action.

3. An interpretive statement or opinion issued under this

section does not have the force of law and is not a rule.

F. Upon failure of such association to comply with the order or

requirements of the Commissioner, the Commissioner may suspend the

certificate of authority to transact business of such association,

or the Commissioner may place the association in receivership in the

manner provided by this act.
Okla. Stat. tit. 18, § 18-437.21 — OK Code / Title 18 / Section 18-437.21
Nonliability of members, trustees and officers for
Status: in_force

debts of cooperative.

No member, trustee or officer of the cooperative shall be liable

or responsible individually for any debts of the cooperative.
Okla. Stat. tit. 18, § 18-381.66 — OK Code / Title 18 / Section 18-381.66
Federal associations
Status: in_force

Federal associations are not deemed to be foreign associations.

Unless federal laws or regulations provide otherwise, federal

associations, which have their main office in this state, and

members thereof shall possess all of the rights, powers, privileges,

benefits, immunities and exemptions which are provided by this act

or which are now or may be hereafter provided by laws of this state

for associations organized under the laws of this state and for the

members thereof. This provision is additional and supplemental to

any section of this act or other law, which by specific reference is

applicable to federal associations and the members thereof.
Okla. Stat. tit. 18, § 18-1140.1 — OK Code / Title 18 / Section 18-1140.1
Withdrawal of trade name
Status: in_force

WITHDRAWAL OF TRADE NAME

In the event a corporation or other business entity elects to

cease doing business in this state under a trade name, it shall file

a report, in duplicate, with the Secretary of State withdrawing such

trade name. The report shall be executed by a party duly authorized

to sign on behalf of the corporation or other business entity. In

the case of a corporation, the report shall be acknowledged and

filed in accordance with Section 1007 of this title.
Okla. Stat. tit. 18, § 18-441-101 — OK Code / Title 18 / Section 18-441-101
Short title
Status: in_force

SHORT TITLE. Sections 1 through 149 of this act shall be known

and may be cited as the “Uniform Limited Cooperative Association Act

of 2009”.
Okla. Stat. tit. 18, § 18-437.19 — OK Code / Title 18 / Section 18-437.19
Refunds to members
Status: in_force

Revenues of a cooperative for any fiscal year in excess of the

amount thereof necessary:

Oklahoma Statutes - Title 18. Corporations Page 119

(a) To defray expenses of the cooperative and of the operation

and maintenance of its facilities during such fiscal year;

(b) To pay interest and principal obligations of the cooperative

coming due in such fiscal year;

(c) To finance, or to provide a reserve for the financing of,

the construction or acquisition by the cooperative of additional

facilities to the extent determined by the board of trustees;

(d) To provide a reasonable reserve for working capital;

(e) To provide a reserve for the payment of indebtedness of the

cooperative maturing more than one (1) year after the date of the

incurrence of such indebtedness in an amount not less than the total

of the interest and principal payments in respect thereof required

to be made during the next following fiscal year; and

(f) To provide a fund for education in cooperation and for the

dissemination of information concerning the effective use of

electric energy and other services made available by the

cooperative, shall, unless otherwise determined by a vote of the

members, be distributed by the cooperative to its members as

patronage refunds prorated in accordance with the patronage of the

cooperative by the respective members paid for during such fiscal

year. Nothing herein contained shall be construed to prohibit the

payment by a cooperative of all or any part of its indebtedness

prior to the date when the same shall become due.
Okla. Stat. tit. 18, § 18-441-1303 — OK Code / Title 18 / Section 18-441-1303
Pleading
Status: in_force

PLEADING. In a derivative action to enforce a right of a

limited cooperative association, the complaint must state:

(1) The date and content of the plaintiff’s demand under

paragraph (1) of Section 117 of this act and the association’s

response;

Oklahoma Statutes - Title 18. Corporations Page 220

(2) If ninety (90) days have not expired since the demand, how

irreparable harm to the association would result by waiting for the

expiration of ninety (90) days; and

(3) If the association agreed to bring an action demanded, that

the action has not been brought within a reasonable time.
Okla. Stat. tit. 18, § 18-437.29 — OK Code / Title 18 / Section 18-437.29
Construction of act
Status: in_force

This act shall be construed liberally. The enumeration of any

object, purpose, power, manner, method, or thing shall not be deemed

to exclude like or similar object, purposes, powers, manner, methods

or things.
Okla. Stat. tit. 18, § 18-441-505 — OK Code / Title 18 / Section 18-441-505
Right of member and former member to information
Status: in_force

RIGHT OF MEMBER AND FORMER MEMBER TO INFORMATION.

(a) Not later than ten (10) business days after receipt of a

demand made in a record, a limited cooperative association shall

permit a member to obtain, inspect, and copy in the association’s

principal office required information listed in paragraphs (1)

through (8) of subsection (a) of Section 14 of this act during

regular business hours. A member need not have any particular

purpose for seeking the information. The association is not

required to provide the same information listed in paragraphs (2)

through (8) of subsection (a) of Section 14 of this act to the same

member more than once during a six-month period.

(b) On demand made in a record received by the limited

cooperative association, a member may obtain, inspect, and copy in

the association’s principal office required information listed in

paragraphs (9), (10), (12), (13), (16) and (18) of subsection (a) of

Section 14 of this act during regular business hours, if:

(1) The member seeks the information in good faith and for a

proper purpose reasonably related to the member’s interest;

Oklahoma Statutes - Title 18. Corporations Page 187

(2) The demand includes a description with reasonable

particularity of the information sought and the purpose for seeking

the information;

(3) The information sought is directly connected to the

member’s purpose; and

(4) The demand is reasonable.

(c) Not later than ten (10) business days after receipt of a

demand pursuant to subsection (b) of this section, a limited

cooperative association shall provide, in a record, the following

information to the member that made the demand:

(1) If the association agrees to provide the demanded

information:

(A) what information the association will provide in

response to the demand; and

(B) a reasonable time and place at which the association

will provide the information; or

(2) If the association declines to provide some or all of the

demanded information, the association’s reasons for declining.

(d) A person dissociated as a member may obtain, inspect, and

copy information available to a member under subsection (a) or (b)

of this section by delivering a demand in a record to the limited

cooperative association in the same manner and subject to the same

conditions applicable to a member under subsection (b) of this

section if:

(1) The information pertains to the period during which the

person was a member in the association; and

(2) The person seeks the information in good faith.

(e) A limited cooperative association shall respond to a demand

made pursuant to subsection (d) of this section in the manner

provided in subsection (c) of this section.

(f) Not later than ten (10) business days after receipt by a

limited cooperative association of a demand made by a member in a

record, but not more often than once in a six-month period, the

association shall deliver to the member a record stating the

information with respect to the member required by paragraph (17) of

subsection (a) of Section 14 of this act.

(g) A limited cooperative association may impose reasonable

restrictions, including nondisclosure restrictions, on the use of

information obtained under this section. In a dispute concerning

the reasonableness of a restriction under this subsection, the

association has the burden of proving reasonableness.

(h) A limited cooperative association may charge a person that

makes a demand under this section reasonable costs of copying,

limited to the costs of labor and material.

(i) A person that may obtain information under this section may

obtain the information through an attorney or other agent. A

restriction imposed on the person under subsection (g) of this

Oklahoma Statutes - Title 18. Corporations Page 188

section or by the organic rules applies to the attorney or other

agent.

(j) The rights stated in this section do not extend to a person

as transferee.

(k) The organic rules may require a limited cooperative

association to provide more information than required by this

section and may establish conditions and procedures for providing

the information.
Okla. Stat. tit. 18, § 18-575 — OK Code / Title 18 / Section 18-575
Mechanics and agriculture
Status: in_force

Such corporation may connect with its institution, to be used as

a part of its course of education, any mechanical shops or

machinery, or lands for agricultural purposes, not exceeding three

hundred and twenty (320) acres, to which may be attached all

necessary buildings for carrying on the mechanical and agricultural

purposes of such institution.
Okla. Stat. tit. 18, § 18-1201 — OK Code / Title 18 / Section 18-1201
Short title - Oklahoma Benefit Corporation Act -
Status: in_force

Applicability.

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

Benefit Corporation Act". This act shall be applicable to all

benefit corporations.

B. The existence of a provision of this act shall not of itself

create an implication that a contrary or different rule is

applicable to a corporation that is not a benefit corporation. This

act shall not affect a statute or rule that is applicable to a

corporation that is not a benefit corporation.

C. Except as otherwise provided in this act, the Oklahoma

General Corporation Act shall be generally applicable to all benefit

corporations that are not state banks or trust companies. A benefit

corporation that is not a state bank or trust company may be subject

simultaneously to this act and the Oklahoma General Corporation Act,

Professional Entity Act and other applicable business formation

statutes; however, the provisions of this act shall control over the

provisions of the Oklahoma General Corporation Act, Professional

Entity Act and other applicable business formation statutes where

there is a conflict.

D. Except as otherwise provided in this act, the Oklahoma

Banking Code shall be generally applicable to all benefit

corporations that are state banks or trust companies. A benefit

corporation that is a state bank or trust company may be subject

simultaneously to this act and the Oklahoma Banking Code; however,

the provisions of this act shall control over the provisions of the

Oklahoma Banking Code where there is a conflict.

E. A provision of the certificate of incorporation or bylaws of

a benefit corporation shall not limit, be inconsistent with or

supersede a provision of this act.
Okla. Stat. tit. 18, § 18-1037 — OK Code / Title 18 / Section 18-1037
Partly paid shares
Status: in_force

PARTLY PAID SHARES

Any corporation may issue the whole or any part of its shares as

partly paid and subject to call for the remainder of the

consideration to be paid therefor. Upon the face or back of each

stock certificate issued to represent any partly paid shares, or

upon the books and records of the corporation in the case of

uncertificated partly paid shares, the total amount of the

consideration to be paid therefor and the amount paid thereon shall

be stated and the corporation shall comply with applicable

provisions of Section 8-209 of Title 12A of the Oklahoma Statutes.

Upon the declaration of any dividend on fully paid shares, the

corporation shall declare a dividend upon partly paid shares of the

same class, but only upon the basis of the percentage of the

consideration actually paid thereon.
Okla. Stat. tit. 18, § 18-1111 — OK Code / Title 18 / Section 18-1111
Adjudication of Claims - Appeal
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 488

ADJUDICATION OF CLAIMS; APPEAL

A. The district court immediately upon the expiration of the

time fixed for the filing of claims, in compliance with the

provisions of Section 110 of this act, shall notify the trustee or

receiver of the filing of the claims, and the trustee or receiver,

within thirty (30) days after receiving the notice, shall inspect

the claims, and if the trustee or receiver or any creditor shall not

be satisfied with the validity or correctness of the same, or any of

them, the trustee or receiver shall immediately notify the creditors

whose claims are disputed of his decision. The trustee or receiver

shall require all creditors whose claims are disputed to submit

themselves to such examination in relation to their claims as the

trustee or receiver shall direct, and the creditors shall produce

such books and papers relating to their claims as shall be required.

The trustee or receiver shall have power to examine, under oath or

affirmation, all witnesses produced before him touching the claims,

and shall pass upon and allow or disallow the claims, or any part

thereof, and notify the claimants of his determination.

B. Every creditor or claimant who shall have received notice

from the receiver or trustee that his claim has been disallowed in

whole or in part may appeal to the district court within thirty (30)

days thereafter. The district court, after hearing, shall determine

the rights of the parties.
Okla. Stat. tit. 18, § 18-438.21 — OK Code / Title 18 / Section 18-438.21
Dissolution
Status: in_force

A. A cooperative which has not commenced business may be

dissolved by delivering to the Secretary of State articles of

dissolution which shall be executed and acknowledged on behalf of

the cooperative by a majority of the incorporators and which shall

state:

1. The name of the cooperative;

2. The address of its principal office;

3. That the cooperative has not commenced business;

4. That any sums received by the cooperative, less any part

thereof disbursed for expenses of the cooperative, have been

returned or paid to those entitled thereto;

5. That no debt of the cooperative is unpaid; and

6. That a majority of the incorporators elect that the

cooperative be dissolved.

B. 1. A cooperative which has commenced business may be

dissolved in the following manner: The proposition to dissolve shall

be submitted to the members of the cooperative at any annual or

special meeting, the notice of which shall set forth such

proposition. The members at any such meeting shall approve, by the

affirmative vote of not less than a majority of all members of the

cooperative, the proposition that the cooperative be dissolved.

Upon such approval, a certificate of election to dissolve

(hereinafter designated the "certificate"), executed and

acknowledged on behalf of the cooperative by its president or vice-

president under its seal, attested by its secretary, and stating:

(a) the name of the cooperative,

(b) the address of its principal office, and

(c) that the members of the cooperative have duly voted that

the cooperative be dissolved, shall, together with an

affidavit made by its president or vice-president executing

the certificate, stating that the statements in the

certificate are true, be submitted to the Secretary of

State for filing.

Oklahoma Statutes - Title 18. Corporations Page 135

2. Upon the filing of the certificate and affidavit with the

Secretary of State, the cooperative shall cease to carry on its

business except to the extent necessary for the winding up thereof,

but its corporate existence shall continue until articles of

dissolution have been filed with the Secretary of State. The board

of trustees shall immediately cause notice of the dissolution

proceedings to be mailed to each known creditor of and claimant

against the cooperative and to be published once a week for two (2)

successive weeks in a newspaper of general circulation in the county

in which the principal office of the cooperative is located. The

board of trustees shall wind up and settle the affairs of the

cooperative, collect sums owing to it, liquidate its property and

assets, pay and discharge its debts, obligations and liabilities,

other than those to patrons arising by reason of their patronage,

and do all other things required to wind up its business, and after

paying or discharging or adequately providing for the payment or

discharge of all its debts, obligations and liabilities, other than

those to patrons arising by reason of their patronage, shall

distribute any remaining sums: first, to shareholders, if any, for

the pro rata return of the par value of their shares, together with

any accrued dividends; second, to patrons for the pro rata return of

all amounts standing to their credit by reason of their patronage;

and third, to members for the pro rata repayment of membership fees.

Any sums then remaining shall be distributed among its members and

former members in proportion to their patronage. The board of

trustees shall thereupon authorize the execution of articles of

dissolution, which shall be executed and acknowledged on behalf of

the cooperative by its president or vice-president, and its seal

shall be affixed thereto and attested by its secretary. The

articles of dissolution shall recite that they are executed pursuant

to this act and shall state:

a. the name of the cooperative,

b. the address of its principal office,

c. the date on which the certificate of election to dissolve

was filed with the Secretary of State,

d. that there are no actions or suits pending against the

cooperative,

e. that all debts, obligations and liabilities of the

cooperative have been paid and discharged or that adequate

provision has been made therefor, and

f. that the preceding provisions of this subsection have been

duly complied with. The president or vice-president

executing the articles of dissolution shall make and annex

thereto an affidavit stating that the statements made

therein are true.
Okla. Stat. tit. 18, § 18-488 — OK Code / Title 18 / Section 18-488
Penalty for failure to comply
Status: in_force

Any company doing business under the provisions of this article,

which shall fail to comply with any of its provisions, shall forfeit

to the State of Oklahoma for every such failure not less than Five

Hundred Dollars ($500.00) nor more than Five Thousand Dollars

($5,000.00) to be recovered by suit in the name of the State of

Oklahoma, in the same court in which suit may be brought against

such company under the provisions of this article, and such failure

shall not affect the validity of any contract entered into by such

company.
Okla. Stat. tit. 18, § 18-1122 — OK Code / Title 18 / Section 18-1122
Failure of Corporation to Obey Order of Court -
Status: in_force

Appointment of Receiver.

FAILURE OF CORPORATION TO OBEY ORDER OF COURT;

APPOINTMENT OF RECEIVER

Whenever any corporation shall refuse, fail or neglect to obey

any order or decree of any court of this state within the time fixed

by the court for its observance, such refusal, failure or neglect

shall be a sufficient ground for the appointment of a receiver of

the corporation by a court of competent jurisdiction. If the

corporation is a foreign corporation, such refusal, failure, or

neglect shall be a sufficient ground for the appointment of a

receiver of the assets of the corporation within this state.
Okla. Stat. tit. 18, § 18-868 — OK Code / Title 18 / Section 18-868
Nonprofit corporations for benefit of towns, cities and counties - Issuance of indebtedness
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 12counties - Issuance of indebtedness - Exemption from taxation.

A. A corporation organized not for profit pursuant to the

provisions of the Oklahoma General Corporation Act and that holds a

valid exemption from federal income taxation issued pursuant to

Section 501(a) of the Internal Revenue Code (26 U.S.C. Section

Oklahoma Statutes - Title 18. Corporations Page 283

501(a)) and is listed as an exempt organization in Section 501(c) of

the Internal Revenue Code (26 U.S.C. Section 501(c)) is hereby

authorized to issue indebtedness for the purpose of providing funds

for the benefit of and on behalf of Oklahoma educational

institutions, towns, cities and counties and their citizens

throughout the state and to issue such indebtedness on a tax-exempt

or taxable basis, as applicable under the Internal Revenue Code (26

U.S.C. Section 1, et seq.) as amended. Such not for profit

corporations shall not be subject to the provisions of Sections

695.7, 695.8 and 695.9 of Title 62 of the Oklahoma Statutes, or

similar laws thereto.

B. The interest on any indebtedness or obligations issued by

any public trust or other entity authorized to issue obligations on

which the interest thereon is exempt from federal income taxation

and whose purpose includes providing safe, decent and affordable

single family or multifamily housing, shall not be subject to

taxation by the State of Oklahoma or by any county, municipality, or

political subdivision therein when such indebtedness or obligation

is issued to provide decent and affordable single family or

multifamily housing.
Okla. Stat. tit. 18, § 18-1038 — OK Code / Title 18 / Section 18-1038
Rights and options respecting stock
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 354

RIGHTS AND OPTIONS RESPECTING STOCK

A. Subject to any provisions in the certificate of

incorporation, every corporation may create and issue, whether or

not in connection with the issue and sale of any shares of stock or

other securities of the corporation, rights or options entitling the

holders thereof to acquire from the corporation any shares of its

capital stock of any class or classes of the corporation.

B. The terms upon which, including the time or times, which may

be limited or unlimited in duration, at or within which, and the

consideration, including any formula by which such consideration may

be determined, for which any such shares may be acquired from the

corporation upon the exercise of any such right or option, shall be

such as shall be stated in the certificate of incorporation, or in a

resolution adopted by the board of directors or by another person or

body authorized under this section.

C. In addition to the board of directors, the board of

directors may adopt a resolution to delegate to a person or body the

authority to enter into one or more transactions to issue rights or

options. With respect to such transactions, the rights or options

may be issued in the numbers, at the times, and for the

consideration as such person or body may determine, provided the

resolution fixes:

1. The maximum number of rights or options, and the maximum

number of shares issuable upon exercise thereof, that may be issued

under such resolution;

2. The period during which such rights or options, and during

which the shares issuable upon exercise thereof, may be issued; and

3. A minimum amount of consideration, if any, for which such

rights or options may be issued and a minimum amount of

consideration for the shares issuable upon exercise thereof.

No such resolution shall permit a person or body to issue rights

or options to such person or body.

D. Any provision in a resolution described by subsection B or C

of this section may be made dependent on facts ascertainable outside

the resolution, provided the manner in which such facts shall

operate upon the resolution is clearly and expressly set forth in

such resolution. As used in this subsection, “facts” includes but

is not limited to the occurrence of any event, including a

determination or action by any person or body including the

corporation; provided, if the resolution delegates to a person or

body the authority to enter into one or more transactions to issue

rights or options under subsection C of this section, the provisions

described by paragraphs 1 through 3 of subsection C of this section

may not be made dependent on a determination or action by such

person or body.

E. The minimum consideration to be received for the shares of

stock of the corporation to be issued upon exercise of such rights

Oklahoma Statutes - Title 18. Corporations Page 355

or options shall be no less than the amount set forth in Section

1034 of this title.
Okla. Stat. tit. 18, § 18-2005 — OK Code / Title 18 / Section 18-2005
Articles of organization - Contents
Status: in_force

A. The articles of organization shall set forth:

1. The name of the limited liability company;

2. The term of the existence of the limited liability company

which may be perpetual; and

3. The street address of its principal place of business,

wherever located, and the name and street address of its registered

agent which shall be identical to its registered office in this

state.

B. If the limited liability company is to establish two or more

series of members, managers or membership interests having separate

Oklahoma Statutes - Title 18. Corporations Page 541

rights, powers or duties as provided under Section 2054.4 of this

title or Section 14 of this act and the debts, liabilities and

obligations incurred, contracted for or otherwise existing with

respect to a particular series are to be enforceable against the

assets of the series only, the articles of organization shall set

forth a notice of the limitation on liabilities of the series.

C. The articles of organization may set forth any other matters

the members determine to include. It is not necessary to set out in

the articles of organization any of the powers enumerated in Section

2000 et seq. of this title.
Okla. Stat. tit. 18, § 18-441-510 — OK Code / Title 18 / Section 18-441-510
Quorum of members
Status: in_force

QUORUM OF MEMBERS. Unless the organic rules otherwise require a

greater number of members or percentage of the voting power, the

voting member or members present at a members meeting constitute a

quorum.
Okla. Stat. tit. 18, § 18-593 — OK Code / Title 18 / Section 18-593
Fire departments for unincorporated areas - Service fees -
Status: in_force

Insurance.

A. Any charitable corporation formed for the purpose of

providing either a volunteer or a full-time fire department,

pursuant to Section 592 of this title, shall have authority to

establish a reasonable schedule of fees to be charged for its

services in extinguishing fires and all other emergencies of its

members and nonmembers who utilize such fire department to

extinguish or control a fire or provide services in response to an

emergency either within or without the unincorporated area wherein

it is situated. Such schedule of fees may contain one fee for

members and another fee for nonmembers, except that no fee shall be

established in excess of the approximate cost of providing the

service. Any member or nonmember utilizing the services of such a

fire department to extinguish or control a fire or provide services

in response to an emergency shall be liable to said corporation in

the amount of the established fee. However, no fee shall be charged

by a fire department for merely appearing at the scene of a

controlled fire unless called by the person setting the fire or at

such person's request. If it is necessary for suit to be brought

for collection of such amount due, such liability shall include

costs of suit and a reasonable attorney's fee.

B. If insurance coverage is provided for the fee specified in

subsection A of this section or for the cost of providing the

service rendered by the fire department and an insurer makes payment

for the service it shall be the duty of the insured party or the

responding fire department to notify the insurer of services

rendered. The instrument of payment for the services of the fire

department shall be made to the order of the responding fire

department and the insured.
Okla. Stat. tit. 18, § 18-438.11 — OK Code / Title 18 / Section 18-438.11
Waiver of notice of meeting
Status: in_force

Any person entitled to notice of a meeting may waive such notice

in writing either before or after such meeting. If any such person

shall attend such meeting, such attendance shall constitute a waiver

of notice of such meeting, unless such person participates therein

solely to object to the transaction of any business because the

meeting has not been legally called or convened.
Okla. Stat. tit. 18, § 18-1015 — OK Code / Title 18 / Section 18-1015
General Powers
Status: in_force

GENERAL POWERS

In addition to the powers enumerated in Section 16 of this act,

every corporation, its officers, directors and shareholders shall

possess and may exercise all the powers and privileges granted by

the provisions of the Oklahoma General Corporation Act or by any

other law or by its certificate of incorporation, together with any

powers incidental thereto, so far as such powers and privileges are

necessary or convenient to the conduct, promotion or attainment of

Oklahoma Statutes - Title 18. Corporations Page 323

the business or purposes set forth in its certificate of

incorporation.
Okla. Stat. tit. 18, § 18-437.22 — OK Code / Title 18 / Section 18-437.22
Waiver of notice
Status: in_force

Whenever any notice is required to be given under the provisions

of this act or under the provisions of the articles of incorporation

or bylaws of a cooperative, waiver thereof in writing, signed by the

person or persons entitled to such notice, whether before or after

the time fixed for the giving of such notice, shall be deemed

equivalent to such notice. If a person or persons entitled to

notice of a meeting shall attend such meeting, such attendance shall

constitute a waiver of notice of the meeting, except in case the

attendance is for the express purpose of objecting to the

transaction of any business because the meeting shall not have been

lawfully called or convened.
Okla. Stat. tit. 18, § 18-2008 — OK Code / Title 18 / Section 18-2008
Name of company - Restrictions
Status: reserved

A. The name of each limited liability company as set forth in

its articles of organization shall contain either the words “limited

liability company” or “limited company” or the abbreviations “LLC”,

“LC”, “L.L.C.”, or “L.C.” The word “limited” may be abbreviated as

“LTD.” and the word “Company” may be abbreviated as “CO.”

B. The name of each registered series as set forth in its

articles of registered series shall set forth the name of the

limited liability company including any word, abbreviation, or

designation required by subsection A of this section, and the name

of the registered series.

C. The name of the limited liability company or registered

series may not be the same as or indistinguishable from:

1. Names upon the records in the Office of the Secretary of

State of limited liability companies, whether organized pursuant to

the laws of this state or licensed or registered as foreign limited

liability companies, then in good standing or registered or which

Oklahoma Statutes - Title 18. Corporations Page 543

were in good standing or registered at any time during the preceding

three (3) years;

2. Names upon the records in the Office of the Secretary of

State of corporations organized under the laws of this state or of

foreign corporations registered in accordance with the laws of this

state then existing or which existed at any time during the

preceding three (3) years;

3. Names upon the records in the Office of the Secretary of

State of general or limited partnerships, whether formed under the

laws of this state or registered as foreign general or limited

partnerships, then in good standing or registered or which were in

good standing or registered at any time during the preceding three

(3) years;

4. Names upon the records in the Office of the Secretary of

State of registered series, whether formed under the laws of this

state or registered as foreign registered series, then in good

standing or registered or which were in good standing or registered

at any time during the preceding three (3) years; or

5. Trade names, fictitious names, or other names reserved with

the Secretary of State.

D. The provisions of subsection C of this section shall not

apply if one of the following is filed with the Secretary of State:

1. The written consent of the other limited liability company,

registered series, corporation, limited partnership, or holder of

the trade name, fictitious name or other reserved name to use the

same or indistinguishable name with the addition of one or more

words, numerals, numbers or letters to make that name

distinguishable upon the records of the Secretary of State, except

that the addition of words, numerals, numbers or letters to make the

name distinguishable shall not be required where such written

consent states that the consenting entity is about to change its

name, cease to do business, withdraw from the state or be wound up;

or

2. A certified copy of a final decree of a court of competent

jurisdiction establishing the prior right of such limited liability

company or holder of a limited liability company name to the use of

such name in this state.
Okla. Stat. tit. 18, § 18-552.24 — OK Code / Title 18 / Section 18-552.24
Notice to Attorney General before certain events — Notice to charitable organizations
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 11Notice to charitable organizations of objections by Attorney

General.

A. The requirements of this section shall only apply to a

charitable organization that:

1. Is incorporated, organized, or has its principal place of

business in this state, or has assets located in this state with a

fair market value in excess of Five Hundred Thousand Dollars

($500,000.00); and

2. Has engaged in solicitation of contributions in this state

for a period of one (1) year.

B. A charitable organization required to register under Section

552.3 of Title 18 of the Oklahoma Statutes shall give written notice

to the Attorney General no later than forty-five (45) days before

any of the following events:

1. Dissolution of the charitable organization;

2. Termination of the charitable organization;

3. Disposition by the charitable organization of all or

substantially all of the charitable assets of the charitable

organization;

Oklahoma Statutes - Title 18. Corporations Page 258

4. Removal of the charitable organization from the jurisdiction

of this state;

5. Removal of all or substantially all charitable assets of the

charitable organization from this state; or

6. An amendment of the governing document that describes the

charitable purposes of the charitable organization and the use and

administration of charitable assets held by the charitable

organization.

Such events shall not include a grant or other donation by a

charitable organization in the ordinary course of its operation and

consistent with its past practice.

C. A charitable organization required to register under Section

552.3 of Title 18 of the Oklahoma Statutes shall give written notice

to the Attorney General no later than forty-five (45) days before

the consummation of a merger, consolidation, or conversion of the

charitable organization.

D. A transfer of a charitable asset in connection with an event

described in subsection B or C of this section which occurs earlier

than forty-five (45) days after giving the notice required in

subsection B or C of this section shall be a violation of this

section unless before the transfer, the charitable organization

receives written consent from the Attorney General to the event or

written notice from the Attorney General that the Attorney General

will take no action related to the event.

E. A charitable organization required to register under Section

552.3 of Title 18 of the Oklahoma Statutes shall give written notice

to the Attorney General no later than twenty (20) days after receipt

of a notice of revocation, modification, or denial of its federal

charitable income tax exemption.

F. In reviewing any event for which notice is required under

subsection B or C of this section, the Attorney General shall

consider, among other relevant factors as determined by the Attorney

General, the value of the assets or interests transferred, the

person or entity to which such transfer is made, the purpose of the

transfer, the source of the assets, whether the assets consist of

donated funds or property, the donors’ intent to the extent it can

be determined, and any expression of support by the board of

directors and the voting members of the charitable organization that

proposes to make the transfer.

G. If the Attorney General objects to any event for which

notice is required under subsection B or C of this section, the

Attorney General shall give written notice to the charitable

organization of the objection. Either the Attorney General or the

charitable organization may file an action with the district court

of the county in which the charitable organization is located to

obtain a review by such district court of the objection of the

Attorney General.

Oklahoma Statutes - Title 18. Corporations Page 259
Okla. Stat. tit. 18, § 18-441-901 — OK Code / Title 18 / Section 18-441-901
Indemnification
Status: in_force

INDEMNIFICATION.

(a) Indemnification of an individual who has incurred liability

or is a party, or is threatened to be made a party, to litigation

because of the performance of a duty to, or activity on behalf of, a

limited cooperative association is governed by the Oklahoma General

Corporation Act.

(b) A limited cooperative association may purchase and maintain

insurance on behalf of any individual against liability asserted

against or incurred by the individual to the same extent and subject

to the same conditions as provided by the Oklahoma General

Corporation Act.
Okla. Stat. tit. 18, § 18-1066 — OK Code / Title 18 / Section 18-1066
Voting, Inspection and Other Rights of Bondholders and
Status: in_force

Debenture Holders.

VOTING, INSPECTION AND OTHER RIGHTS OF

BONDHOLDERS AND DEBENTURE HOLDERS

Every corporation, in its certificate of incorporation, may

confer upon the holders of any bonds, debentures or other

obligations issued or to be issued by the corporation the power to

vote in respect to the corporate affairs and management of the

corporation to the extent and in the manner provided in the

certificate of incorporation, and may confer upon such holders of

bonds, debentures or other obligations the same right of inspection

of its books, accounts and other records, and also any other rights,

which the shareholders of the corporation have or may have by reason

of the provisions of the Oklahoma General Corporation Act or of its

certificate of incorporation. If the certificate of incorporation

so provides, such holders of bonds, debentures or other obligations

shall be deemed to be shareholders, and their bonds, debentures or

other obligations shall be deemed to be shares of stock, for the

purpose of any provision of the Oklahoma General Corporation Act

which requires the vote of shareholders as a prerequisite to any

corporate action and the certificate of incorporation may divest the

holders of capital stock, in whole or in part, of their right to

vote on any corporate matter whatsoever, except as set forth in

paragraph 2 of subsection B of Section 77 of this act.
Okla. Stat. tit. 18, § 18-381.54 — OK Code / Title 18 / Section 18-381.54
General powers
Status: in_force

Associations shall have the powers enumerated, authorized and

permitted by this act and such other rights and powers as may be

incidental to or reasonably necessary or appropriate for the

accomplishment of the objects and purposes of the association.

Among others, and except as otherwise limited herein, every

association shall have the following general powers:

1. To have perpetual existence; to adopt and use a corporate

seal; to adopt, amend and repeal bylaws; and to sue and be sued,

complain and defend in any court having jurisdiction;

2. To own or rent such equipment, fixtures, furnishings and

other personal property as may be deemed expedient for the

transaction of the business of the association; and to acquire

personal property in satisfaction of indebtedness owed to the

association;

3. To sell, exchange and dispose of and convey real and

personal property acquired pursuant to this act, and to mortgage,

pledge, lease or otherwise contract with respect to such property;

4. If and when an association is not a member of a Federal Home

Loan Bank, to borrow not more than an aggregate amount equal to one-

Oklahoma Statutes - Title 18. Corporations Page 60

fourth (1/4) of its savings or deposits liability on the date of

borrowing and such additional sums as the State Banking Commissioner

may approve. If and when an association is a member of a Federal

Home Loan Bank, to secure advances of not more than an aggregate

amount equal to one-half (1/2) of its savings or deposits liability;

within such amount equal to one-half (1/2) of its savings or

deposits liability, the association may borrow from sources,

individual or corporate, other than such Federal Home Loan Bank, an

aggregate amount not in excess of the amount permitted by the

Federal Home Loan Bank Board. A subsequent reduction of savings or

deposits liability shall not affect in any way outstanding

obligations for borrowed money. All such loans and advances may be

secured by property of the association. Insured associations may

also issue and market such bonds, debentures, obligations and like

securities as the Commissioner and the Director of the Office of

Thrift Supervision may authorize;

5. To sell and assign without recourse any loan, including any

participating interests therein held by an association; provided

that the Commissioner may by regulation limit the total dollar

volume of loans sold in any calendar year to a designated percentage

of total loans held by the association;

6. To qualify as and become a member of a Federal Home Loan

Bank;

7. To obtain and maintain insurance of the deposit accounts of

its members by the Federal Deposit Insurance Corporation;

8. To appoint and compensate such officers, agents and

employees as its business shall require; to provide for reasonable

life, health and medical insurance for its personnel; to adopt and

operate reasonable bonus plans and retirement benefits for its

officers and employees; to pay reasonable fees to its directors for

their services; and to provide for indemnification of its officers,

employees and directors as permitted by this act whether by

insurance or otherwise;

9. To become a member of and make reasonable payments or

contributions to any organization to the extent that such

organization assists in furthering or facilitating the association's

purposes or its community responsibilities;

10. If and when an association is a member of a Federal Home

Loan Bank, to act as fiscal agent of the United States and, when so

designated by the Secretary of the Treasury, to perform all

reasonable duties as fiscal agent of the United States as the

Secretary of the Treasury may require; and to act as agent for any

instrumentality of the United States and as agent of this state or

any instrumentality thereof;

11. To act as agent for others in servicing loans and making

collections thereon; and to act as agent for others in any

transaction incidental to the operation of its business;

Oklahoma Statutes - Title 18. Corporations Page 61

12. To act as trustee of any trust created or organized in the

United States and forming part of a stock bonus, pension, or profit-

sharing plan qualifying for specific tax treatment under Section

401(d) of the Internal Revenue Code of 1986; as trustee or custodian

of an individual retirement account within the meaning of Section

408(a) of the Internal Revenue Code of 1986; or as trustee with no

active fiduciary duties, provided, that the association shall invest

the funds of the trust or account only in the association's own

accounts, deposits, obligations, or securities or, upon the

condition that the association does not exercise any investment

discretion or directly or indirectly provide any investment advice

with respect to the trust or account assets, in such other assets as

the customer may direct. The association shall observe principles

of sound trust administration, including those relating to

recordkeeping and segregation of assets, and may receive reasonable

compensation for acting in any trust capacity authorized by this

paragraph;

13. To acquire savings of the public and pay earnings thereon,

and to lend and invest its funds as provided in this act;

14. To conduct a safe deposit business in compliance with the

requirements of applicable federal law and Sections 1301 through

1313 of Title 6 of the Oklahoma Statutes;

15. To organize a finance subsidiary;

16. To own capital stock of an operating subsidiary; and

17. To have and to exercise all such incidental powers as shall

be necessary to carry on the association business including, but not

limited to, all such powers as may now or hereafter be conferred

upon federal associations by federal laws and the regulations and

policies of the Office of Thrift Supervision, unless otherwise

prohibited or limited by the Commissioner.
Okla. Stat. tit. 18, § 18-441-1213 — OK Code / Title 18 / Section 18-441-1213
Denial of reinstatement - Appeal
Status: in_force

DENIAL OF REINSTATEMENT; APPEAL.

(a) If the Secretary of State denies a limited cooperative

association’s application for reinstatement following administrative

dissolution, the Secretary of State shall prepare and file a notice

that explains the reason for denial and serve the association with a

copy of the notice.

(b) Not later than thirty (30) days after service of a notice

of denial of reinstatement by the Secretary of State, a limited

cooperative association may appeal the denial by petitioning the

district court to set aside the dissolution. The petition must be

served on the Secretary of State and contain a copy of the Secretary

of State’s declaration of dissolution, the association’s application

for reinstatement, and the Secretary of State’s notice of denial.

(c) The court may summarily order the Secretary of State to

reinstate the dissolved cooperative association or may take other

action the court considers appropriate.
Okla. Stat. tit. 18, § 18-1068 — OK Code / Title 18 / Section 18-1068
Vacancies and newly created directorships
Status: in_force

VACANCIES AND NEWLY CREATED DIRECTORSHIPS

A. 1. Unless otherwise provided in the certificate of

incorporation or bylaws:

a. vacancies and newly created directorships resulting

from any increase in the authorized number of

directors elected by all of the shareholders having

Oklahoma Statutes - Title 18. Corporations Page 393

the right to vote as a single class may be filled by a

majority of the directors then in office, although

less than a quorum, or by a sole remaining director,

and

b. whenever the holders of any class or classes of stock

or series thereof are entitled to elect one or more

directors by the provisions of the certificate of

incorporation, vacancies and newly created

directorships of such class or classes or series may

be filled by a majority of the directors elected by

such class or classes or series thereof then in

office, or by a sole remaining director so elected.

2. If at any time, by reason of death or resignation or other

cause, a corporation should have no directors in office, then any

officer or any shareholder or an executor, administrator, trustee or

guardian of a shareholder, or other fiduciary entrusted with like

responsibility for the person or estate of a shareholder, may call a

special meeting of shareholders in accordance with the provisions of

the certificate of incorporation or the bylaws, or may apply to the

district court for a decree summarily ordering an election as

provided for in Sections 1056 and 1060 of this title.

B. In the case of a corporation the directors of which are

divided into classes, any directors chosen under subsection A of

this section shall hold office until the next election of the class

for which such directors shall have been chosen, and until their

successors shall be elected and qualified.

C. If, at the time of filling any vacancy or any newly created

directorship, the directors then in office shall constitute less

than a majority of the whole board, as constituted immediately prior

to any such increase, the district court, upon application of any

shareholder or shareholders holding at least ten percent (10%) of

the voting stock at the time outstanding having the right to vote

for such directors, may summarily order an election to be held to

fill any such vacancies or newly created directorships, or to

replace the directors chosen by the directors then in office, which

election shall be governed by the provisions of Sections 1056 and

1060 of this title as far as applicable.

D. Unless otherwise provided in the certificate of

incorporation or bylaws, when one or more directors shall resign

from the board, effective at a future date, a majority of the

directors then in office, including those who have so resigned,

shall have power to fill such vacancy or vacancies, the vote thereon

to take effect when such resignation or resignations shall become

effective, and each director so chosen shall hold office as provided

for in this section in the filling of other vacancies.

Oklahoma Statutes - Title 18. Corporations Page 394
Okla. Stat. tit. 18, § 18-482 — OK Code / Title 18 / Section 18-482
Permission to do business - Statements - Deposit
Status: in_force

Every company, before transacting any business in the State of

Oklahoma, under Section 481 et seq. of this title, shall deposit

with the Insurance Commissioner of the state a copy of its charter

or articles of incorporation and a statement signed and sworn to by

its president and secretary, showing the assets and liabilities. If

said Insurance Commissioner shall be satisfied that such company has

authority under its charter to do the business provided for in this

article, and that it has a paid-up capital of not less than Five

Hundred Thousand Dollars ($500,000.00) in cash or its equivalent,

and is able tokeep and perform its contracts and has a good

reputation for the prompt and equitable settlement and adjustment of

liabilities accruing upon its undertakings, he shall grant authority

in writing to such company to do business in this state, but before

granting such authority the said corporations shall also be required

to comply with the requirements of Section 613 of Title 36 of the

Oklahoma Statutes, relating to insurers issuing policies of surety

insurance. Provided however, the deposit requirements of subsection

A of Section 613 of Title 36 of the Oklahoma Statutes shall not

Oklahoma Statutes - Title 18. Corporations Page 237

apply to companies that solely write bonds that cover grain

warehouse storage.
Okla. Stat. tit. 18, § 18-1063 — OK Code / Title 18 / Section 18-1063
Voting trusts and other voting agreements
Status: in_force

VOTING TRUSTS AND OTHER VOTING AGREEMENTS

A. One (1) or more shareholders, by agreement in writing, may

deposit capital stock of an original issue with or transfer capital

stock to any person or persons, or entity or entities, authorized to

act as trustee, for the purpose of vesting in the person or persons,

or entity or entities, who may be designated voting trustee, or

voting trustees, the right to vote thereon for any period of time

determined by the agreement upon the terms and conditions stated in

the agreement. The agreement may contain any other lawful

provisions not inconsistent with its purpose. After delivery of a

copy of the agreement to the registered office of the corporation in

this state or the principal place of business of the corporation,

which copy shall be open to the inspection of any shareholder of the

corporation or any beneficiary of the trust under the agreement

daily during business hours, certificates of stock or uncertificated

stock shall be issued to the voting trustee or trustees to represent

any stock of an original issue so deposited with the trustee or

trustees, and any certificates of stock or uncertificated stock so

transferred to the voting trustee or trustees shall be surrendered

and canceled and new certificates or uncertificated stock shall be

issued therefor to the voting trustee or trustees. In the

certificate so issued, if any, it shall be stated that it is issued

pursuant to the agreement and that fact shall also be stated in the

stock ledger of the corporation. The voting trustee or trustees may

vote the stock so issued or transferred during the period specified

in the agreement. Stock standing in the name of the voting trustee

or trustees may be voted either in person or by proxy. In voting

the stock, the voting trustee or trustees shall incur no

responsibility as shareholder, trustee, or otherwise, except for the

trustee's or trustees' own individual malfeasance. In any case

where two (2) or more persons or entities are designated as voting

trustees, and the right and method of voting any stock standing in

their names at any meeting of the corporation are not fixed by the

agreement appointing the trustees, the right to vote the stock and

Oklahoma Statutes - Title 18. Corporations Page 386

the manner of voting it at the meeting shall be determined by a

majority of the trustees, or if they be equally divided or the right

and manner of voting the stock in any particular case, the vote of

the stock shall be divided equally among the trustees.

B. Any amendment to a voting trust agreement shall be made by a

written agreement, a copy of which shall be delivered to the

registered office of the corporation in this state or the principal

place of business of the corporation.

C. An agreement between two (2) or more shareholders, if in

writing and signed by the parties thereto, may provide that in

exercising any voting rights, the shares held by them shall be voted

as provided by the agreement, or as the parties may agree, or as

determined in accordance with a procedure agreed upon by them.

D. This section shall not be construed to invalidate any voting

or other agreement among shareholders or any irrevocable proxy which

is not otherwise illegal.
Okla. Stat. tit. 18, § 18-381.63a — OK Code / Title 18 / Section 18-381.63a
Purchase and sale of assets and business of
Status: in_force

association - Authorization and approval - Assumption of

certificates of deposit - Transfer of fiduciary positions.

A. Any association may sell to any other association, federal

association, national banking association or Oklahoma-chartered bank

all, or substantially all, of the selling association's assets and

business, or all, or substantially all, of the assets and business

of any department or branch of the selling association.

B. Any association, upon assuming the liabilities relating

thereto, may purchase all, or substantially all, of the assets and

business of another association, federal association, national

banking association or Oklahoma-chartered bank, or all, or

substantially all, of the assets and business of any department or

branch of the selling institution.

C. The agreement of purchase and sale shall be authorized and

approved by the boards of directors of the purchasing and selling

institutions, and authorized and approved by the vote of a majority

of the stockholders of the purchasing and selling institutions, or

by a majority vote of the total number of votes of the members

present in person or by proxy, in the case of mutual associations or

mutual federal associations, at meetings called for the purpose and

shall be filed with the State Banking Commissioner accompanied by

evidence of such stockholders' or members' approval in like manner

as plans of merger are filed. Copies of the agreement of purchase

and sale shall be filed with and subject to the approval of the

Commissioner, together with a fee for review of the transaction as

required by rule of the Commissioner, and shall be accompanied by

evidence of approval of such stockholders or members thereof in like

manner as agreements of merger are filed. After such approval is

given by the stockholders or members, a notice of such sale shall be

published once a week for two (2) successive weeks in a newspaper of

Oklahoma Statutes - Title 18. Corporations Page 69

general circulation in the county in which the selling institution

has its main office. Proof of such publication shall be filed with

the Commissioner. The Commissioner may permit the requirement for

publication of notice to be satisfied after the purchase and sale

becomes effective if the Commissioner determines that:

1. The selling institution is solvent, but either is close to

insolvency or is experiencing a run on deposits;

2. The terms of the agreement of purchase and sale are

essentially fair to the selling institution; and

3. The selling institution will remain solvent after the

purchase and sale.

D. Any deposit account which is unconditionally assumed by the

purchasing association pursuant to an agreement approved by the

Commissioner, and which, after a depositor's preexisting accounts at

the purchasing institution are added to the accounts assumed from

the selling institution, is fully covered by the Federal Deposit

Insurance Corporation insurance limits at the purchasing

institution, shall cease to be an obligation of the selling

institution after the purchase and sale becomes effective.

Notwithstanding any term of the purchase and sale agreement or of

the contract of deposit, a deposit account or other creditor's

account shall be deemed to be only conditionally assumed by the

purchasing institution if:

1. The amount of preexisting deposit accounts of a depositor at

the purchasing institution, together with accounts of that depositor

which are assumed from the selling institution, would exceed the

Federal Deposit Insurance Corporation insurance limits of such

purchasing institution; or

2. Claims of a depositor or other creditor against a selling

institution and loans of a depositor from the selling institution

are not simultaneously assumed by the purchasing institution so as

to preserve a right of set-off. Any depositor or creditor of the

selling institution whose business is conditionally sold has the

right, after such sale:

a. upon payment of any indebtedness owing by the

depositor to the selling institution, to withdraw the

deposit in full from the selling institution on

demand, unless by dealing with the purchasing

institution with knowledge of the purchase the

depositor ratifies the transfer, or

b. to exercise the right to set-off of the depositor,

unless by dealing with the purchasing institution with

knowledge of the purchase the depositor ratifies the

transfer.

E. The agreement of sale may provide for the transfer to the

purchasing institution of all fiduciary positions held by the

selling institution subject to the right of the district court of

Oklahoma Statutes - Title 18. Corporations Page 70

the county in which the selling institution is situated, on petition

of any interested party, to appoint another or succeeding fiduciary

to the positions so transferred. However, the provisions of the

instrument creating the fiduciary position shall control such

succession, if it so provides therein. Until such court appoints

another or succeeding fiduciary, the purchasing institution shall,

if it has qualified, exercise any fiduciary function vested in the

selling institution and the manner of succession of trust powers and

successor trustees shall follow the same procedure as set out in

subsection F of Section 1109 of Title 6 of the Oklahoma Statutes.

F. Except as provided for in subsection D of this section, no

right against or obligation of the selling institution in respect of

the assets or business sold shall be released or impaired by the

sale until one (1) year from the last date of publication of the

notice pursuant to subsection C of this section, but after the

expiration of such year no action can be brought against the selling

institution on account of any deposit, obligation, trust or asset

transferred to or liability assumed by the purchasing association.
Okla. Stat. tit. 18, § 18-438.18 — OK Code / Title 18 / Section 18-438.18
Merger of cooperatives
Status: in_force

Any one or more cooperatives (each of which is hereinafter

designated a "merging cooperative") may merge into another

cooperative (hereinafter designated the "surviving cooperative"), by

complying with the following requirements:

Oklahoma Statutes - Title 18. Corporations Page 131

(a) The proposition for the merger of the merging cooperative

into the surviving cooperative and proposed articles of merger to

give effect thereto shall be submitted to a meeting of the members

of each merging cooperative and of the surviving cooperative, the

notice of which shall have attached thereto a copy of the proposed

articles of merger;

(b) If the proposed merger and the proposed articles of merger,

with any amendments, are approved by the affirmative vote of not

less than two thirds of those members of each cooperative voting

thereon at each such meeting, articles of merger in the form

approved shall be executed and acknowledged on behalf of each such

cooperative by its president or vice president and its seal shall be

affixed thereto and attested by its secretary. The articles of

merger shall recite that they are executed pursuant to this act and

shall state: (1) the name of each merging cooperative and the

address of its principal office; (2) the name of the surviving

cooperative and the address of its principal office; (3) a statement

that each merging cooperative and the surviving cooperative agree to

the merger; (4) the names and addresses of the trustees of the

surviving cooperative; and (5) the terms and conditions of the

merger and the mode of carrying the same into effect, including the

manner in which members and shareholders, if any, of the merging

cooperatives may or shall become members and shareholders,

respectively, of the surviving cooperative; (6) the period of

existence of the new cooperative; and (7) 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 surviving cooperative. The president

or vice president of each cooperative executing such articles of

merger shall make and annex thereto an affidavit stating that the

provisions of this section in respect of such articles were duly

complied with by such cooperative.
Okla. Stat. tit. 18, § 18-438.6 — OK Code / Title 18 / Section 18-438.6
Incorporators
Status: in_force

Five or more natural persons who are residents of the areas in

which the principal operations of the cooperative are to be

conducted may organize a cooperative in the manner hereinafter

provided.