Okla. Stat. tit. 18, § 18-437.13 — OK Code / Title 18 / Section 18-437.13
Merger
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:

(a) The proposition for the merger of the merging cooperatives

into the surviving cooperative and proposed articles of merger to

Oklahoma Statutes - Title 18. Corporations Page 115

give effect thereto shall be first approved by the board of trustees

of each merging cooperative and by the board of trustees of the

surviving cooperative. The proposed articles of merger shall recite

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

state: (1) the name of each merging cooperative, the address of its

principal office, and the date of the filing of its articles of

incorporation in the office of the Secretary of State; (2) the name

of the surviving cooperative and the address of its principal

office; (3) a statement that the merging cooperatives elect to be

merged into the surviving cooperative; (4) the terms and conditions

of the merger and the mode of carrying the same into effect,

including the manner and basis of converting the memberships in the

merging cooperative or cooperatives into memberships in the

surviving cooperative and the issuance of certificates of membership

in respect of such converted memberships; and (6) any provisions not

inconsistent with this act deemed necessary or advisable for the

conduct of the business and affairs of the surviving cooperative;

(b) The proposition for the merger of the merging cooperatives

into the surviving cooperative and the proposed articles of merger

approved by the board of trustees of the respective cooperatives,

parties to the proposed merger, shall then be submitted to a vote of

the members of each such cooperative at any annual or special

meeting thereof, the notice of which shall set forth full

particulars concerning the proposed merger. The proposed merger and

the proposed articles of merger shall be deemed to be approved upon

the affirmative vote of not less than two-thirds of those members of

each cooperative voting thereon at such meeting; and

(c) Upon such approval by the members of the respective

cooperatives, parties to the proposed merger, articles of merger in

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

president or vice president of each cooperative executing such

articles of merger shall also make and annex thereto an affidavit

stating that the provisions of this section were duly complied with

by such cooperative. Such articles of merger and affidavits shall

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

this act.
Okla. Stat. tit. 18, § 18-1126 — OK Code / Title 18 / Section 18-1126
Shareholder's derivative action - Allegation of stock
Status: in_force

ownership - Award of costs and attorney fees.

SHAREHOLDER'S DERIVATIVE ACTION; ALLEGATION OF STOCK OWNERSHIP

Oklahoma Statutes - Title 18. Corporations Page 500

A. In any derivative suit instituted by a shareholder of a

corporation, it shall be averred in the petition that the plaintiff

was a shareholder of the corporation at the time of the transaction

of which the plaintiff complains or that the plaintiff's stock

thereafter devolved upon him or her by operation of law.

B. If a derivative action confers a substantial benefit upon

the corporation as a result of a compromise or settlement of an

action or claim, the court may award the plaintiff reasonable costs,

including reasonable attorney fees, and shall direct the plaintiff

to remit to the corporation the remainder of all proceeds received.

C. In any derivative action instituted by a shareholder of a

domestic or foreign corporation, the court having jurisdiction, upon

final judgment, shall require the nonprevailing party or parties to

pay the prevailing party or parties the reasonable expenses,

including attorney fees, taxable as costs, incurred as a result of

such action.
Okla. Stat. tit. 18, § 18-2010 — OK Code / Title 18 / Section 18-2010
Registered office and agent
Status: in_force

A. Every domestic limited liability company and registered

series shall continuously maintain in this state:

1. A registered office which may be, but need not be, the same

as its principal place of business; and

2. A registered agent for service of process on the limited

liability company or registered series that may be the domestic

limited liability company or registered series itself, an individual

resident of this state or a domestic or qualified foreign

corporation, limited liability company or general or limited

partnership including a limited liability partnership or a limited

liability limited partnership. Each registered agent shall maintain

a business office identical with the registered office which is open

during regular business hours to accept service of process and

otherwise perform the functions of a registered agent.

B. 1. A limited liability company or registered series may

designate or change its registered agent, registered office or

principal office by filing with the Office of the Secretary of State

a statement authorizing the designation or change and signed by any

manager.

2. A limited liability company or registered series may change

the street address of its registered office by filing with the

Oklahoma Statutes - Title 18. Corporations Page 545

Office of the Secretary of State a statement of the change signed by

any manager.

3. A designation or change of a principal office or registered

agent or street address of the registered office for a limited

liability company or registered series under this subsection is

effective when the Office of the Secretary of State files the

statement, unless a later effective date or time, which shall be a

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

after the filing, is provided in the statement.

C. 1. A registered agent who changes its, his or her name or

street address in the state may notify the Office of the Secretary

of State of the change by filing with the Office of the Secretary of

State a statement of the change signed by the agent or on the

agent’s behalf.

2. The statement shall include:

a. the name of the limited liability company or

registered series for which the change is effective,

b. the new name or street address, or both, of the

registered agent, and

c. the date on which the change is effective, if to be

effective after the filing date.

3. If the new address of the registered agent is the same as

the new address of the principal office of the limited liability

company or registered series, the statement may include a change of

address of the principal office if:

a. the registered agent notifies the limited liability

company or registered series of the change in writing,

and

b. the statement recites that the registered agent has

done so.

4. The change of address of the registered agent or principal

office is effective when the Office of the Secretary of State files

the statement, unless a later effective date or time, which shall be

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

after the filing, is provided in the statement.

D. 1. A registered agent may resign by filing with the Office

of the Secretary of State a copy of the resignation, signed and

acknowledged by the registered agent, which contains a statement

that notice of the resignation was given to the limited liability

company or registered series at least thirty (30) days before the

filing of the resignation by mailing or delivering the notice to the

limited liability company or registered series at its address last

known to the registered agent and specifying the address therein.

2. The resignation is effective thirty (30) days after it is

filed, unless a later effective date or time, which shall be a

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

after the filing, is provided in the resignation.

Oklahoma Statutes - Title 18. Corporations Page 546

3. If a domestic limited liability company or registered series

fails to obtain and designate a new registered agent before the

resignation is effective, the Secretary of State shall be deemed to

be the registered agent of the limited liability company or

registered series until a new registered agent is designated.

E. If a limited liability company or registered series has no

registered agent or the registered agent cannot be found, then

service of process on the limited liability company or registered

series may be made by serving the Secretary of State as its agent as

provided in Section 2004 of Title 12 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-2012 — OK Code / Title 18 / Section 18-2012
Articles of correction
Status: in_force

A. If any document filed with the Office of the Secretary of

State under Section 2000 et seq. of this title is an inaccurate

record of the action referred to or was defectively or erroneously

executed, the document may be corrected by the filing of articles of

correction.

Oklahoma Statutes - Title 18. Corporations Page 547

B. Articles of correction shall set forth:

1. The title of the document being corrected;

2. The date that the document being corrected was filed; and

3. The provision in the document as previously filed and as

corrected and, if execution of the document was defective, the

manner in which it was defective.

C. Articles of correction may not make any other change or

amendment which would not have complied in all respects with the

requirements of the Oklahoma Limited Liability Company Act at the

time the document being corrected was filed.

D. Articles of correction shall be executed in the same manner

in which the document being corrected was required to be executed.

E. Articles of correction may not:

1. Change the effective date of the document being corrected;

or

2. Affect any right or liability accrued or incurred before its

filing, except that any right or liability accrued or incurred by

reason of the error or defect being corrected shall be extinguished

by the filing if the person having the right has not detrimentally

relied on the original document.

F. Notwithstanding that any instrument authorized to be filed

with the Secretary of State pursuant to the provisions of the

Oklahoma Limited Liability Company Act is, when filed inaccurately,

defectively, or erroneously executed, sealed or acknowledged, or

otherwise defective in any respect, the Secretary of State shall not

be liable to any person for the preclearance for filing, or the

filing and indexing of the instrument by the Secretary of State.

G. In lieu of filing articles of correction, a document may be

corrected by filing with the Secretary of State a corrected document

which shall be executed and filed as if the corrected document were

the document being corrected, and a fee equal to the fee payable to

the Secretary of State for articles of correction as prescribed by

Section 2055 of this title shall be paid to the Secretary of State.

The corrected document shall be specifically designated as such in

its heading, shall specify the inaccuracy or defect to be corrected,

and shall set forth the entire document in corrected form. A

document corrected in accordance with this section shall be

effective as of the date the original document was filed, except as

to those persons who are substantially and adversely affected by the

correction and as to those persons the document as corrected shall

be effective from the filing date.
Okla. Stat. tit. 18, § 18-441-603 — OK Code / Title 18 / Section 18-441-603
Transferability of member’s interest
Status: in_force

TRANSFERABILITY OF MEMBER’S INTEREST.

Oklahoma Statutes - Title 18. Corporations Page 193

(a) The provisions of the Uniform Limited Cooperative Act of

2009 relating to the transferability of a member’s interest are

subject to the Uniform Commercial Code.

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

interest other than financial rights is not transferable.

(c) Unless a transfer is restricted or prohibited by the

organic rules, a member may transfer its financial rights in the

limited cooperative association.

(d) The terms of any restriction on transferability of

financial rights must be:

(1) Set forth in the organic rules and the member records of

the association; and

(2) Conspicuously noted on any certificates evidencing a

member’s interest.

(e) A transferee of a member’s financial rights, to the extent

the rights are transferred, has the right to share in the allocation

of profits or losses and to receive the distributions to the member

transferring the interest to the same extent as the transferring

member.

(f) A transferee of a member’s financial rights does not become

a member upon transfer of the rights unless the transferee is

admitted as a member by the limited cooperative association.

(g) A limited cooperative association need not give effect to a

transfer under this section until the association has notice of the

transfer.

(h) A transfer of a member’s financial rights in violation of a

restriction on transfer contained in the organic rules is

ineffective as to a person having notice of the restriction at the

time of transfer.
Okla. Stat. tit. 18, § 18-381.53c — OK Code / Title 18 / Section 18-381.53c
Refusal or neglect to pay assessment - Sale of stock -
Status: in_force

Payment of assessment.

A. If any stockholder shall refuse or neglect to pay the

assessment specified in such notice within sixty (60) days from the

date of mailing, the directors of such association shall have the

right to sell to the highest bidder at public auction any part or

all of the stock necessary to pay the assessment of such

stockholder, after giving the notice of such sale for ten (10) days

in a newspaper of general circulation published in the county where

the main office of such association in this state is located, and a

copy of such notice of sale shall also be served on such stockholder

by mailing a copy of such notice to his last-known address ten (10)

days before the day fixed for such sale, or such stock may be sold

at a private sale and without public notice. However, before making

such private sale thereof, an offer in writing shall first be

obtained and a copy thereof served upon the owner of record of the

stock to be sold, by mailing a copy of such offer to the last-known

address of such owner, and if after service of such offer such owner

shall still refuse or neglect to pay such assessment within thirty

Oklahoma Statutes - Title 18. Corporations Page 58

(30) days from the time of the service of such offer, the directors

may accept such offer and sell such stock to the person making such

offer, or to any other person or persons making a larger offer than

the amount named in the offer submitted to the stockholder, but such

stock, in no event, shall be sold for less than the amount of such

assessment so called for and the expense of the sale.

B. Out of the proceeds of the stock so sold, the directors

shall pay the amount of assessment levied thereon and the necessary

cost of sale, and the balance, if any, shall be paid to the person

or persons whose stock has thus been sold. A sale of stock as

herein provided shall effect an absolute cancellation of the

outstanding certificate or certificates evidencing the stock so

sold, and shall make the same null and void and a new certificate

shall be issued by the association to the purchaser thereof.
Okla. Stat. tit. 18, § 18-485 — OK Code / Title 18 / Section 18-485
Actions - Venue - Bond considered made where
Status: in_force

Any surety company doing business under the provisions of this

article, may be sued in respect thereof, in any court of the United

States or the State of Oklahoma, which has jurisdiction of actions

on suits upon such recognizances, stipulations, bond, or

undertaking, was made or guaranteed. And for the purpose of this

article, such recognizance, stipulation, bond, or undertaking, shall

be treated as made or guaranteed in the county in which the office

is located, to which it is returnable, or in which it is filed, or

in the county in which the principal of such recognizance,

stipulation, bond or undertaking, resided when it was made or

guaranteed.
Okla. Stat. tit. 18, § 18-552.7 — OK Code / Title 18 / Section 18-552.7
Professional fundraisers - Registration - Fees - Name
Status: in_force

and address changes.

A. No person shall act as a professional fundraiser for any

charitable organization until the person has first registered with

the Office of the Secretary of State. Applications for

registration, signed and acknowledged by a party duly authorized to

act on behalf of the professional fundraiser, shall state the full

legal name of the professional fundraiser, the street address of the

principal place of business of the professional fundraiser, the full

Oklahoma Statutes - Title 18. Corporations Page 248

legal names and street addresses of the charitable organizations

with which it has entered into contracts or agreements relating to

the solicitation of contributions, and the names of all professional

solicitors employed by the professional fundraiser who will be

involved in the solicitation of contributions for charitable

organizations. The registration form shall also be accompanied by

an annual fee in the amount of Two Hundred Fifteen Dollars

($215.00). The first Fifty Dollars ($50.00) of the fee collected

shall be deposited to the credit of the General Revenue Fund of the

State Treasury. One Hundred Eleven Dollars ($111.00) of the fee

shall be deposited to the credit of the Attorney General Charitable

Solicitations Enforcement Revolving Fund and the remaining Fifty-

four Dollars ($54.00) shall be deposited to the credit of the

Secretary of State Charitable Solicitations Revolving Fund.

Registration shall be valid 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 and fee prescribed

herein.

B. No professional fundraiser or solicitor shall engage in the

solicitation of contributions for a charitable organization that is

not registered with the Secretary of State unless the organization

is exempt from registration.

C. Every professional fundraiser registered with the Secretary

of State which shall change its name or the mailing address of its

principal office, or plans to engage in professional fundraising

activities using a name that is not listed on its registration form,

shall at least fifteen (15) days prior to engaging in such

activities file with the Secretary of State a statement executed by

an authorized officer of the organization setting forth its new name

or mailing address and pay a filing fee of Twenty-five Dollars

($25.00). Such fee shall be deposited to the credit of the General

Revenue Fund of the State Treasury.

D. The professional fundraiser shall not employ or retain a

professional solicitor who is not registered pursuant to this act.

E. No professional fundraiser shall solicit any contribution

for a charitable organization without the consent of such

organization.

F. No person shall act as a professional fundraiser if the

officers, directors, or any person with a controlling interest in

the business, or any person the professional fundraiser employs or

retains to solicit charitable contributions or to advise, consult,

plan, or manage the solicitation of any contributions, has been

convicted by a court of any state or the United States of a felony

or a misdemeanor involving moral turpitude or arising from his or

her conduct in connection with fundraising activities, the

solicitation of any funds, or the use or expenditure of any funds

raised, collected, or received in any fundraising activity.

Oklahoma Statutes - Title 18. Corporations Page 249

G. Any registration form required to be filed under this

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

or persons signing the form, in which case the signature or

signatures shall constitute the affirmation of the signatory, under

penalty of perjury, that the signature is that person’s act and deed

or the act and deed of the organization, and that the facts stated

therein are true.
Okla. Stat. tit. 18, § 18-441-1503 — OK Code / Title 18 / Section 18-441-1503
Notice and action on disposition of assets
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 225

NOTICE AND ACTION ON DISPOSITION OF ASSETS. For a limited

cooperative association to dispose of assets under Section 131 of

this act:

(1) A majority of the board of directors, or a greater

percentage if required by the organic rules, must approve the

proposed disposition; and

(2) The board of directors must call a members meeting to

consider the proposed disposition, hold the meeting not later than

ninety (90) days after approval of the proposed disposition by the

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

member:

(A) the terms of the proposed disposition;

(B) a recommendation that the members approve the

disposition, or if the board determines that because

of conflict of interest or other special circumstances

it should not make a favorable recommendation, the

basis for that determination;

(C) a statement of any condition of the board’s submission

of the proposed disposition to the members; and

(D) notice of the meeting at which the proposed

disposition will be considered, which must be given in

the same manner as notice of a special meeting of

members.
Okla. Stat. tit. 18, § 18-381.49 — OK Code / Title 18 / Section 18-381.49
Earnings on deposit accounts
Status: in_force

With the exception of interest at a rate fixed, or negotiated on

an individual basis, by a deposit association prior to the

acceptance of the deposit, an association shall determine the rates

of earnings to be paid on all classes of deposit accounts, the times

and manner of crediting, distributing and paying of such earnings,

and the qualifications and limitations applicable to each class of

Oklahoma Statutes - Title 18. Corporations Page 52

deposit accounts for which a rate higher than regular rate is

provided.
Okla. Stat. tit. 18, § 18-601 — OK Code / Title 18 / Section 18-601
Right of way - Use of public ground, streets and highways
Status: in_force

- Use of railroad property - Interstate highway system.

(a) There is hereby granted to the owners of any telegraph or

telephone lines operated in this state the right-of-way over lands

and real property in this state, and the right to use public

grounds, streets, alleys and highways in this state, subject to

control of the proper municipal authorities as to what grounds,

streets, alleys or highways said lines shall run over or across, and

the place the poles to support the wires are located; also the right

to condemn and cross over or under, or build their lines along any

railroad property or right-of-way, subject to the necessary use of

such property or right-of-way by the railroad company; the right-of-

way over real property granted in this section may be acquired in

the same manner and by like proceedings as provided for railroad

corporations.

(b) Provided, however, the State Highway Commission, in the

exercise of reasonable discretion, may prevent the installation of

such facilities upon limited access highways which are a part of the

National System of Interstate and Defense Highways, or such

Commission may permit the installation of such facilities on such

portion of Interstate and Defense Highways under such reasonable

regulations as it may prescribe. Provided, further, nothing herein

contained shall affect the right of the owners of telephone and

telegraph lines to cross such Interstate and Defense Highways and to

Oklahoma Statutes - Title 18. Corporations Page 269

build their lines either aerial or underground along and upon any

extension of said interstate and defense highways within urban areas

in accordance with Federal Aid Regulations.
Okla. Stat. tit. 18, § 18-819 — OK Code / Title 18 / Section 18-819
Inapplicability of conflicting laws and rules
Status: in_force

All laws and rules and parts of laws and rules in conflict with

any of the provisions of the Professional Entity Act or otherwise

restricting the forms of organization available to persons providing

professional services shall be inapplicable to professional entities

formed under the Professional Entity Act; provided, however, that

nothing in the Professional Entity Act shall be construed to

supersede the provisions of 59 O.S. 1951, Sections 581 through 592,

both inclusive, Sections 601 through 606, both inclusive, Sections

858-700 through 858-732, both inclusive, or Sections 941 through

947, of Title 59 of the Oklahoma Statutes, both inclusive, as

amended. In the event of the conflict of any of the provisions of

the Professional Entity Act with any of the above cited sections,

then cited sections shall take precedence over the Professional

Entity Act and the Professional Entity Act shall be construed

accordingly.
Okla. Stat. tit. 18, § 18-441-1003 — OK Code / Title 18 / Section 18-441-1003
Contribution agreements
Status: in_force

CONTRIBUTION AGREEMENTS.

(a) Except as otherwise provided in the agreement, the

following rules apply to an agreement made by a person before

formation of a limited cooperative association to make a

contribution to the association:

(1) The agreement is irrevocable for six (6) months after the

agreement is signed by the person unless all parties to the

agreement consent to the revocation.

(2) If a person does not make a required contribution:

(A) the person is obligated, at the option of the

association, once formed, to contribute money equal to

the value of that part of the contribution that has

not been made, and the obligation may be enforced as a

debt to the association; or

(B) the association, once formed, may rescind the

agreement if the debt remains unpaid more than twenty

(20) days after the association demands payment from

the person, and upon rescission the person has no

further rights or obligations with respect to the

association.

(b) Unless the organic rules or an agreement to make a

contribution to a limited cooperative association otherwise

provides, if a person does not make a required contribution to an

association, the person or the person’s estate is obligated, at the

option of the association, to contribute money equal to the value of

the part of the contribution which has not been made.
Okla. Stat. tit. 18, § 18-909 — OK Code / Title 18 / Section 18-909
Retention of certain earnings
Status: in_force

Each year the corporation shall set apart as earned surplus not

less than ten percent (10%) of its net earnings for the preceding

fiscal year until such surplus shall be equal in value to one-half

of the amount paid in on the capital stock then outstanding.

Whenever the amount of surplus so established shall become impaired,

it shall be built up again to the required amount in the manner

provided for its original accumulation.
Okla. Stat. tit. 18, § 18-671 — OK Code / Title 18 / Section 18-671
Share-purchase options or warrants and shares issued
Status: in_force

pursuant thereto.

Any option or warrant for the purchase of shares of any domestic

corporation heretofore issued by such corporation, although not

issued in connection with the allotment of shares or the issuance of

bonds or other securities, and any share issued by such corporation

pursuant to the exercise of such option or warrant is hereby

validated if the issuance of such warrant or option was heretofore

expressly authorized, or hereafter is ratified, by the holders of a

majority of the shares of such corporation having voting power with

respect thereto.
Okla. Stat. tit. 18, § 18-552.1a — OK Code / Title 18 / Section 18-552.1a
Oklahoma Solicitation of Charitable Contributions Act
Status: in_force

The Oklahoma Solicitation of Charitable Contributions Act is

enacted for the purpose of promoting integrity and accountability in

the charitable solicitation process; protecting donors and

prospective donors who may be solicited for charitable

contributions; educating the public, charitable organizations,

professional fundraisers, and others in matters relating to ethical

and appropriate behavior in fundraising and charitable solicitation

activities; preventing fraud and abuse in the fundraising process of

charitable organizations and in the solicitation of charitable

contributions; and providing transparency to the public in

fundraising and charitable solicitation activities of charitable

organizations.
Okla. Stat. tit. 18, § 18-2055.1 — OK Code / Title 18 / Section 18-2055.1
Failure to pay registered agent fees
Status: in_force

FAILURE TO PAY REGISTERED AGENT FEES

A domestic or foreign limited liability company or registered

series for which the Secretary of State acts as the registered agent

that fails to pay the registered agent fee by the due date as

provided in paragraph 12 of Section 2055 of this title shall be

Oklahoma Statutes - Title 18. Corporations Page 615

subject to the provisions of Sections 2012.1 and 2055.2 of this

title.
Okla. Stat. tit. 18, § 18-438.25 — OK Code / Title 18 / Section 18-438.25
Members and shareholders not liable for debts
Status: in_force

No member or shareholder shall be liable or responsible for any

debts of the cooperative and the property of the members and

shareholders shall not be subject to execution therefor.
Okla. Stat. tit. 18, § 18-1093 — OK Code / Title 18 / Section 18-1093
Mortgage or Pledge of Assets
Status: in_force

MORTGAGE OR PLEDGE OF ASSETS

The authorization or consent of shareholders to the mortgage or

pledge of a corporation's property and assets shall not be

necessary, except to the extent that the certificate of

incorporation otherwise provides.
Okla. Stat. tit. 18, § 18-381.16 — OK Code / Title 18 / Section 18-381.16
Filing requirements for new mutual and stock
Status: in_force

associations.

At any time hereafter when ten or more individuals, residents of

this state, desire to form a mutual association, or one or more

individuals, residents of this state, desire to form a stock

association under the provisions of this act, such persons,

hereinafter referred to as the incorporators, shall file with the

State Banking Commissioner the following:

1. Four copies of the proposed certificate of incorporation,

signed and acknowledged by all of the incorporators and addressed to

the Secretary of State;

2. An original and three copies of an application for a

certificate of authority to transact business as an association,

addressed to the Commissioner;

3. Four copies of the proposed bylaws for the proposed

association;

4. A remittance of Two Hundred Dollars ($200.00) payable to the

Secretary of State of Oklahoma, as the incorporation fee in lieu of

the fees prescribed by paragraph 9 of subsection A of Section 1142

of this title, which shall not be applicable to an association; and

5. A deposit of Two Thousand Dollars ($2,000.00) payable to the

Commissioner to be used for the purpose of defraying expenses of an

investigation and report of the feasibility of the proposed

association and other expenses incidental to the consideration of

the application.
Okla. Stat. tit. 18, § 18-441-1607 — OK Code / Title 18 / Section 18-441-1607
Notice and action on plan of merger by constituent
Status: in_force

limited cooperative association.

NOTICE AND ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED

COOPERATIVE ASSOCIATION.

(a) For a limited cooperative association to merge with another

entity, a plan of merger must be approved by a majority vote of the

board of directors or a greater percentage if required by the

association’s organic rules.

(b) The board of directors shall call a members meeting to

consider a plan of merger approved by the board, 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 of merger, 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

merger, or if the board determines that because of conflict of

interest or other special 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 merger to the members; and

(4) Notice of the meeting at which the plan of merger will be

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

special meeting of members.
Okla. Stat. tit. 18, § 18-441-819 — OK Code / Title 18 / Section 18-441-819
Conflict of interest
Status: in_force

CONFLICT OF INTEREST.

(a) The law applicable to conflicts of interest between a

director of an entity organized under the Oklahoma General

Corporation Act governs conflicts of interest between a limited

cooperative association and a director or member of a committee of

the board of directors.

(b) A director does not have a conflict of interest under the

Uniform Limited Cooperative Association Act of 2009 or the organic

rules solely because the director’s conduct relating to the duties

of the director may further the director’s own interest.
Okla. Stat. tit. 18, § 18-441-303 — OK Code / Title 18 / Section 18-441-303
Organization of limited cooperative association
Status: in_force

ORGANIZATION OF LIMITED COOPERATIVE ASSOCIATION.

(a) After a limited cooperative association is formed:

(1) If initial directors are named in the articles of

organization, the initial directors shall hold an organizational

meeting to adopt initial bylaws and carry on any other business

necessary or proper to complete the organization of the association;

or

(2) If initial directors are not named in the articles of

organization, the organizers shall designate the initial directors

and call a meeting of the initial directors to adopt initial bylaws

and carry on any other business necessary or proper to complete the

organization of the association.

(b) Unless the articles of organization otherwise provide, the

initial directors may cause the limited cooperative association to

accept members, including those necessary for the association to

begin business.

(c) Initial directors need not be members.

Oklahoma Statutes - Title 18. Corporations Page 181

(d) An initial director serves until a successor is elected and

qualified at a members’ meeting or the director is removed, resigns,

is adjudged incompetent, or dies.
Okla. Stat. tit. 18, § 18-424 — OK Code / Title 18 / Section 18-424
Amendment of articles
Status: in_force

The articles of incorporation may be amended at any time, or

from time to time, by the affirmative vote of two-thirds of the

members present at any annual meeting of the stockholders, if notice

of the proposed amendment shall have been given in the call for such

meeting. Such amendments shall be put into effect by the directors,

who shall sign and acknowledge and file, as above provided, new or

revised articles containing such amendments and superseding the

original articles.
Okla. Stat. tit. 18, § 18-552.20 — OK Code / Title 18 / Section 18-552.20
Secretary of State Charitable Solicitations Revolving
Status: in_force

Fund.

There is hereby created in the State Treasury a revolving fund

for the Office of the Secretary of State to be designated the

"Secretary of State Charitable Solicitations Revolving Fund". The

fund shall be a continuing fund, not subject to fiscal year

limitations, and shall consist of all monies received by the Office

of the Secretary of State from sources provided under this act and

any appropriations made by the Legislature. All monies accruing to

the credit of the fund are hereby appropriated and may be budgeted

and expended by the Secretary of State in furtherance of its duties

under the provisions of the Oklahoma Solicitation of Charitable

Contributions Act. Expenditures from the fund shall be made upon

warrants issued by the State Treasurer against claims filed as

prescribed by law with the Director of the Office of Management and

Enterprise Services for approval and payment.
Okla. Stat. tit. 18, § 18-1124 — OK Code / Title 18 / Section 18-1124
Actions Against Officers, Directors or Shareholders to
Status: in_force

Enforce Liability of Corporation - Unsatisfied Judgment Against

Corporation.

ACTIONS AGAINST OFFICERS, DIRECTORS OR SHAREHOLDERS TO ENFORCE

LIABILITY OF CORPORATION; UNSATISFIED JUDGMENT AGAINST CORPORATION

A. When the officers, directors or shareholders of any

corporation shall be liable by the provisions of the Oklahoma

General Corporation Act to pay the debts of the corporation, or any

part thereof, any person to whom they are liable may have an action,

at law or in equity, against any one or more of them, and the

petition shall state the claim against the corporation, and the

ground on which the plaintiff expects to charge the defendants

personally.

B. No suit shall be brought against any officer, director or

shareholder for any debt of a corporation of which he is an officer,

director or shareholder, until judgment is obtained therefor against

the corporation and execution thereon returned unsatisfied.
Okla. Stat. tit. 18, § 18-1047.2 — OK Code / Title 18 / Section 18-1047.2
Judicial proceedings to compel issuance of new
Status: in_force

certificate or uncertificated shares.

JUDICIAL PROCEEDINGS TO COMPEL ISSUANCE OF NEW CERTIFICATE OR

UNCERTIFICATED SHARES

A. If a corporation refuses to issue new uncertificated shares

or a new certificate of stock in place of a certificate previously

issued by it, or by any corporation of which it is the lawful

successor, that is alleged to have been lost, stolen, or destroyed,

the owner of the lost, stolen, or destroyed certificate or such

owner’s legal representative may apply to the district court for an

order requiring the corporation to show cause why it should not

issue new uncertificated shares or a new certificate of stock in

place of the certificate that is lost, stolen, or destroyed. Such

application shall be by a complaint which shall state the name of

the corporation, the number and date of the certificate if known or

ascertainable by the plaintiff, the number of shares of stock

represented thereby and to whom issued, and a statement of the

circumstances attending to the loss, theft, or destruction. The

court shall order the corporation to show cause at a designated time

and place, as to why it should not issue new uncertificated shares

or a new certificate of stock in place of the one described in the

complaint. A copy of the complaint and order shall be served upon

the corporation at least five (5) days before the time designated in

the order.

B. Upon hearing, if the district court is satisfied that the

plaintiff is the lawful owner of the number of shares of capital

stock or any part thereof described in the complaint, that the

certificate for such shares has been lost, stolen, or destroyed, and

that no sufficient cause has been shown why new uncertificated

shares or a new certificate should not be issued in place thereof,

the court shall order the corporation to issue and deliver to the

plaintiff new uncertificated shares or a new certificate for such

shares. The court shall direct in such order that, before the

issuance and delivery to the plaintiff of such new uncertificated

shares or a new certificate, the plaintiff give the corporation a

bond in such form and with such security that the court deems

Oklahoma Statutes - Title 18. Corporations Page 361

sufficient to indemnify the corporation against any claim that may

be made against it on account of the alleged loss, theft, or

destruction of any such certificate or the issuance of such new

uncertificated shares or new certificate. No corporation which has

issued uncertificated shares or a certificate under a court order

entered under this section shall be liable in an amount in excess of

the amount specified in the bond.
Okla. Stat. tit. 18, § 18-441-501 — OK Code / Title 18 / Section 18-441-501
Members
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 186

MEMBERS. To begin business, a limited cooperative association

must have at least two patron members unless the sole member is a

cooperative.
Okla. Stat. tit. 18, § 18-441-1601 — OK Code / Title 18 / Section 18-441-1601
Definitions
Status: in_force

DEFINITIONS. In this article:

(1) “Constituent entity” means an entity that is a party to a

merger.

(2) “Constituent limited cooperative association” means a

limited cooperative association that is a party to a merger.

(3) “Converted entity” means the organization into which a

converting entity converts pursuant to Sections 135 through 138 of

this act.

(4) “Converting entity” means an entity that converts into

another entity pursuant to Sections 135 through 138 of this act.

(5) “Converting limited cooperative association” means a

converting entity that is a limited cooperative association.

(6) “Organizational documents” means articles of incorporation,

bylaws, articles of organization, operating agreements, partnership

agreements, or other documents serving a similar function in the

creation and governance of an entity.

(7) “Personal liability” means personal liability for a debt,

liability, or other obligation of an entity imposed, by operation of

law or otherwise, on a person that co-owns or has an interest in the

entity:

(A) by the entity’s organic law solely because of the

person co-owning or having an interest in the entity;

or

(B) by the entity’s organizational documents under a

provision of the entity’s organic law authorizing

those documents to make one or more specified persons

liable for all or specified parts of the entity’s

debts, liabilities, and other obligations solely

because the person co-owns or has an interest in the

entity.

(8) “Surviving entity” means an entity into which one or more

other entities are merged, whether the entity existed before the

merger or is created by the merger.
Okla. Stat. tit. 18, § 18-1144 — OK Code / Title 18 / Section 18-1144
Required filing with the county clerk following a merger
Status: in_force

or consolidation, or a change of corporate name.

REQUIRED FILING WITH THE COUNTY CLERK

FOLLOWING A MERGER OR CONSOLIDATION,

OR A CHANGE OF CORPORATE NAME

A. A certified copy of the following documents, as applicable,

shall be filed with the county clerk of each county in which a

surviving or resulting corporation to a merger or consolidation, or

a corporation whose name was changed, has a recorded interest in

real property:

1. a certificate or agreement of merger or consolidation filed

with the Secretary of State in accordance with the provisions of

Section 1081, 1082, 1084, 1085, 1086 or 1087 of Title 18 of the

Oklahoma Statutes;

2. a certificate of ownership and merger filed with the

Secretary of State as provided in Section 1083 of Title 18 of the

Oklahoma Statutes;

3. an amendment to the certificate of incorporation effecting a

change of name pursuant to Section 1076, 1077 or 1131 of Title 18 of

the Oklahoma Statutes.

B. The provisions of this section shall have prospective

application only.
Okla. Stat. tit. 18, § 18-1047 — OK Code / Title 18 / Section 18-1047
Formalities Required of Stock Subscriptions
Status: in_force

FORMALITIES REQUIRED OF STOCK SUBSCRIPTIONS

A subscription for stock of a corporation, whether made before

or after the formation of a corporation, shall not be enforceable

against a subscriber, unless in writing and signed by the subscriber

or by his agent.
Okla. Stat. tit. 18, § 18-381.24b — OK Code / Title 18 / Section 18-381.24b
Detached facilities - Certificate - Making of loans
Status: in_force

prohibited - Penalty.

A. 1. Any association may maintain and operate, subject to the

approval of the State Banking Commissioner as evidenced by the

certificate of the Commissioner, outside attached facilities and

detached facilities on real property owned or leased by the

association having one or more tellers' windows for drive-in or

walk-up service or both.

Oklahoma Statutes - Title 18. Corporations Page 35

2. Any branch may maintain and operate outside attached

facilities having one or more tellers' windows for drive-in or walk-

up service or both on property owned or leased by the association.

B. 1. No association shall be permitted to maintain and

operate such additional outside facilities except upon certificate

issued by the Commissioner. The issuance of the certificates shall

rest solely in the discretion of the Commissioner.

2. The application for a certificate to maintain and operate a

detached facility shall comply with the rules of the Commissioner.

An application fee shall be payable to the Oklahoma State Banking

Department in an amount set by rule of the Commissioner.

3. Any association function may be performed at the facilities

except that of making loans. Upon the recommendation of the

Commissioner, the Attorney General shall bring an appropriate action

to enjoin an association from conducting the making of loans at such

facilities.

4. Any association validly operating a detached facility prior

to May 3, 1990, shall be granted a certificate to continue its

operation at such facility.

5. 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 381.24c and 381.24d of this title.

C. A violation of any portion of this section shall be and

constitute a misdemeanor punishable upon conviction by a fine not

exceeding Five Hundred Dollars ($500.00). Each day's violation

shall constitute a separate offense.

D. Nothing contained in this section shall be construed to

limit the authority of federal savings associations to maintain and

operate outside or detached facilities in accordance with federal

law and regulations.
Okla. Stat. tit. 18, § 18-441-810 — OK Code / Title 18 / Section 18-441-810
Remuneration of directors
Status: in_force

REMUNERATION OF DIRECTORS. Unless the organic rules otherwise

provide, the board of directors may set the remuneration of

directors and of nondirector committee members appointed under

subsection (a) of Section 82 of this act.
Okla. Stat. tit. 18, § 18-1090.4 — OK Code / Title 18 / Section 18-1090.4
Conversion of an entity to a domestic corporation
Status: in_force

CONVERSION OF AN ENTITY TO A DOMESTIC CORPORATION

A. As used in this section, the term “entity” means a domestic

or foreign partnership, whether general or limited and including a

limited liability partnership and a limited liability limited

partnership, a foreign corporation including a public benefit

corporation, a domestic or foreign limited liability company

including a public benefit limited liability company, and any

unincorporated nonprofit or for-profit association, trust or

enterprise having members or having outstanding shares of stock or

other evidences of financial, beneficial or membership interest

therein, whether formed by agreement or under statutory authority or

otherwise and whether formed or organized under the laws of this

state or the laws of any other jurisdiction.

B. Any entity may convert to a domestic corporation by

complying with subsection G of this section and filing in the office

of the Secretary of State a certificate of conversion that has been

executed in accordance with subsection H of this section and filed

in accordance with Section 1007 of this title, to which shall be

attached, a certificate of incorporation that has been prepared,

executed and acknowledged in accordance with Section 1007 of this

title. Each of the certificates required by this subsection shall

be filed simultaneously in the office of the Secretary of State.

C. The certificate of conversion to a corporation shall state:

1. The date on which the entity was first formed;

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

type of entity of the entity when formed and, if changed, its name,

jurisdiction and type of entity immediately before the filing of the

certificate of conversion;

3. The name of the corporation as set forth in its certificate

of incorporation filed in accordance with subsection B of this

section; and

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

time certain not later than ninety (90) days after the filing, of

the conversion to a corporation if the conversion is not to be

Oklahoma Statutes - Title 18. Corporations Page 459

effective upon the filing of the certificate of conversion and the

certificate of incorporation provides for the same future effective

date as authorized in subsection D of Section 1007 of this title.

D. Upon the effective date or time of the certificate of

conversion and the certificate of incorporation, the entity shall be

converted to a domestic corporation and the corporation shall

thereafter be subject to all of the provisions of this title, except

that notwithstanding Section 1007 of this title, the existence of

the corporation shall be deemed to have commenced on the date the

entity commenced its existence.

E. The conversion of any entity to a domestic corporation shall

not be deemed to affect any obligations or liabilities of the entity

incurred before its conversion to a domestic corporation or the

personal liability of any person incurred before such conversion.

F. When an entity has converted to a domestic corporation under

this section, the domestic corporation shall be deemed to be the

same entity as the converting entity. All of the rights, privileges

and powers of the entity that has converted, and all property, real,

personal and mixed, and all debts due to the entity, as well as all

other things and causes of action belonging to the entity, shall

remain vested in the domestic corporation to which the entity has

converted and shall be the property of the domestic corporation and

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

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

conversion; but all rights of creditors and all liens upon any

property of the entity shall be preserved unimpaired, and all debts,

liabilities and duties of the entity that has converted shall remain

attached to the domestic corporation to which the entity has

converted, and may be enforced against it to the same extent as if

the debts, liabilities and duties had originally been incurred or

contracted by it in its capacity as a domestic corporation. The

rights, privileges, powers and interests in property of the entity,

as well as the debts, liabilities and duties of the entity, shall

not be deemed, as a consequence of the conversion, to have been

transferred to the domestic corporation to which the entity has

converted for any purpose of the laws of this state.

G. Unless otherwise agreed or otherwise provided by any laws of

this state applicable to the converting entity, the converting

entity shall not be required to wind up its affairs or pay its

liabilities and distribute its assets, and the conversion shall not

be deemed to constitute a dissolution of such entity and shall

constitute a continuation of the existence of the converting entity

in the form of a domestic corporation.

H. Before the time a certificate of conversion becomes

effective in accordance with Section 1007 of this title, the

conversion shall be approved in the manner provided for by the

document, instrument, agreement or other writing, as the case may

Oklahoma Statutes - Title 18. Corporations Page 460

be, governing the internal affairs of the entity and the conduct of

its business or by applicable law, as appropriate, and a certificate

of incorporation shall be approved by the same authorization

required to approve the conversion.

I. The certificate of conversion to a corporation shall be

signed by an officer, director, trustee, manager, partner or other

person performing functions equivalent to those of an officer or

director of a domestic corporation, however named or described, and

who is authorized to sign the certificate of conversion on behalf of

the entity.

J. In a conversion of an entity to a domestic corporation under

this section, rights or securities of, or memberships or membership,

economic or ownership interests in, the entity which is to be

converted to a domestic corporation may be exchanged for or

converted into cash, property or shares of stock, rights or

securities of the domestic corporation or, in addition to or in lieu

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

shares of stock, rights or securities of or interests in another

domestic corporation or entity or may be canceled.
Okla. Stat. tit. 18, § 18-441-207 — OK Code / Title 18 / Section 18-441-207
Annual report for Secretary of State
Status: in_force

ANNUAL REPORT FOR SECRETARY OF STATE.

(a) A limited cooperative association or foreign cooperative

authorized to transact business in this state shall deliver to the

Secretary of State for filing an annual report that states:

(1) The name of the association or foreign cooperative;

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

the association’s or foreign cooperative’s designated office and the

name of its agent for service of process at the designated office;

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

the association’s or foreign cooperative’s principal office; and

(4) In the case of a foreign cooperative, the state or other

jurisdiction under whose law the foreign cooperative is formed and

any alternative name adopted under Section 126 of this act.

(b) Information in an annual report must be current as of the

date the report is delivered to the Secretary of State.

(c) The first annual report must be delivered to the Secretary

of State between January 1 and April 1 of the year following the

calendar year in which the limited cooperative association is formed

or the foreign cooperative is authorized to transact business in

this state. An annual report must be delivered to the Secretary of

State between January 1 and April 1 of each subsequent calendar

year.

(d) If an annual report does not contain the information

required by subsection (a) of this section, the Secretary of State

shall promptly notify the reporting limited cooperative association

or foreign cooperative and return the report for correction. If the

report is corrected to contain the information required by

subsection (a) of this section and delivered to the Secretary of

State not later than thirty (30) days after the date of the notice

from the Secretary of State, it is timely delivered.

(e) If a filed annual report contains an address of the

designated office, name of the agent for service of process, or

address of the principal office which differs from the information

shown in the records of the Secretary of State immediately before

the filing, the differing information in the annual report is

considered a statement of change.

Oklahoma Statutes - Title 18. Corporations Page 179

(f) If a limited cooperative association fails to deliver an

annual report under this section, the Secretary of State may proceed

under Section 112 of this act to dissolve the association

administratively.

(g) If a foreign cooperative fails to deliver an annual report

under this section, the Secretary of State may revoke the

certificate of authority of the cooperative.
Okla. Stat. tit. 18, § 18-441-106 — OK Code / Title 18 / Section 18-441-106
Powers
Status: in_force

POWERS. A limited cooperative association may sue and be sued

in its own name and do all things necessary or convenient to carry

on its activities. An association may maintain an action against a

member for harm caused to the association by the member’s violation

of a duty to the association or of the organic law or organic rules.
Okla. Stat. tit. 18, § 18-441-118 — OK Code / Title 18 / Section 18-441-118
Change of designated office or agent for service of
Status: in_force

process.

CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.

Oklahoma Statutes - Title 18. Corporations Page 173

(a) Except as otherwise provided in subsection (e) of Section

27 of this act, to change its designated office, its agent for

service of process, or the street address or, if different, mailing

address of its principal office, a limited cooperative association

must deliver to the Secretary of State for filing a statement of

change containing:

(1) The name of the limited cooperative association;

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

its designated office;

(3) If the designated office is to be changed, the street

address and, if different, mailing address of the new designated

office;

(4) The name of its agent for service of process; and

(5) If the agent for service of process is to be changed, the

name of the new agent.

(b) Except as otherwise provided in subsection (e) of Section

27 of this act, to change its agent for service of process, the

address of its designated office, or the street address or, if

different, mailing address of its principal office, a foreign

cooperative shall deliver to the Secretary of State for filing a

statement of change containing:

(1) The name of the foreign cooperative;

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

of its designated office;

(3) If the current agent for service of process or an address

of the designated office is to be changed, the new information;

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

its principal office; and

(5) If the street address or, if different, the mailing address

of its principal office is to be changed, the street address and, if

different, the mailing address of the new principal office.

(c) Except as otherwise provided in Section 24 of this act, a

statement of change is effective when filed by the Secretary of

State.
Okla. Stat. tit. 18, § 18-381.4 — OK Code / Title 18 / Section 18-381.4
Existing capital accounts
Status: in_force

The shares of capital, savings share accounts or other capital

accounts of every existing association, and the certificates and

passbooks evidencing the same, in whatever form issued, shall

continue in full force and effect with full deposit account holders'

rights, including the right to withdraw, to vote and to share in

distribution of assets upon liquidation of the association.
Okla. Stat. tit. 18, § 18-2037 — OK Code / Title 18 / Section 18-2037
Dissolution - Activities after dissolution
Status: in_force

A. A limited liability company is dissolved upon the earlier

of:

1. The occurrence of the latest date on which the limited

liability company is to dissolve set forth in the articles of

organization;

2. The occurrence of events specified in writing in the

operating agreement;

3. The written consent of all of the members or, if there is

more than one class or group of members, then by the written consent

of all of the members of each class or group;

4. At any time there are no members; provided, that the limited

liability company is not dissolved and is not required to be wound

up if:

a. unless otherwise provided in an operating agreement,

within ninety (90) days or such other period as is

provided for in the operating agreement after the

occurrence of the event that terminated the continued

membership of the last remaining member, the personal

representative of the last remaining member agrees in

writing to continue the limited liability company and

to the admission of the personal representative of the

member or its nominee or designee to the limited

liability company as a member, effective as of the

occurrence of the event that terminated the continued

membership of the last remaining member; provided,

that an operating agreement may provide that the

personal representative of the last remaining member

shall be obligated to agree in writing to continue the

limited liability company and to the admission of the

personal representative of the member or its nominee

or designee to the limited liability company as a

member, effective as of the occurrence of the event

that terminated the continued membership of the last

remaining member, or

b. a member is admitted to the limited liability company

in the manner provided for in the operating agreement,

effective as of the occurrence of the event that

terminated the continued membership of the last

remaining member, within ninety (90) days or such

other period as is provided for in the operating

Oklahoma Statutes - Title 18. Corporations Page 566

agreement after the occurrence of the event that

terminated the continued membership of the last

remaining member, pursuant to a provision of the

operating agreement that specifically provides for the

admission of a member to the limited liability company

after there is no longer a remaining member of the

limited liability company; or

5. Entry of a decree of judicial dissolution under Section 2038

of this title.

B. A limited liability company continues in existence after

dissolution, regardless of whether articles of dissolution are

filed, but may carry on only activities necessary to wind up its

business or affairs and liquidate its assets under Sections 2039 and

2040 of this title.
Okla. Stat. tit. 18, § 18-1065 — OK Code / Title 18 / Section 18-1065
Inspection of books and records
Status: in_force

INSPECTION OF BOOKS AND RECORDS

A. As used in this section:

1. "Shareholder" means a shareholder of record in a stock

corporation, or a person who is the beneficial owner of shares of

stock held either in a voting trust or by a nominee on behalf of a

person;

2. "Under oath" includes statements the declarant affirms to be

true under penalty of perjury under the laws of the United States or

any state; and

3. "Subsidiary" means any entity directly or indirectly owned,

in whole or in part, by the corporation of which the shareholder is

a shareholder and over the affairs of which the corporation directly

or indirectly exercises control, and includes but is not limited to

corporations, partnerships, limited partnerships, limited liability

partnerships, limited liability companies, statutory trusts and

joint ventures.

B. Any shareholder, in person or by attorney or other agent,

upon written demand under oath stating the purpose thereof, shall

Oklahoma Statutes - Title 18. Corporations Page 388

have the right during the usual hours for business to inspect for

any proper purpose, and to make copies and extracts from:

1. The corporation's stock ledger, a list of shareholders, and

its other books and records; and

2. A subsidiary's books and records, to the extent that:

a. the corporation has actual possession and control of

the records of the subsidiary, or

b. the corporation could obtain the records through the

exercise of control over the subsidiary,

provided that as of the date of the making of the demand:

(1) shareholder inspection of the books and records

of the subsidiary would not constitute a breach

of an agreement between the corporation or the

subsidiary and a person or person not affiliated

with the corporation, and

(2) the subsidiary would not have the right under the

law applicable to it to deny the corporation

access to the books and records upon demand by

the corporation.

In every instance where the shareholder is other than a record

holder of stock in a stock corporation, or a member of a nonstock

corporation, the demand under oath shall state the person's status

as a shareholder or member, be accompanied by documentary evidence

of beneficial ownership of the stock or beneficial membership, and

state that the documentary evidence is a true and correct copy of

what it purports to be. A proper purpose shall mean a purpose

reasonably related to a person's interest as a shareholder or

member. In every instance where an attorney or other agent shall be

the person who seeks the right to inspection, the demand under oath

shall be accompanied by a power of attorney or other writing which

authorizes the attorney or other agent to so act on behalf of the

shareholder. The demand under oath shall be directed to the

corporation at its registered office in this state or at its

principal place of business.

C. 1. If the corporation or an officer or agent thereof

refuses to permit an inspection sought by a shareholder or attorney

or other agent acting for the shareholder pursuant to the provisions

of subsection B of this section or does not reply to the demand

within five (5) business days after the demand has been made, the

shareholder may apply to the district court for an order to compel

an inspection. The court may summarily order the corporation to

permit the shareholder to inspect the corporation's stock ledger, an

existing list of shareholders, and its other books and records, and

to make copies or extracts therefrom; or the court may order the

corporation to furnish to the shareholder a list of its shareholders

as of a specific date on condition that the shareholder first pay to

Oklahoma Statutes - Title 18. Corporations Page 389

the corporation the reasonable cost of obtaining and furnishing the

list and on other conditions as the court deems appropriate.

2. Where the shareholder seeks to inspect the corporation's

books and records, other than its stock ledger or list of

shareholders, the shareholder shall first establish that:

a. the shareholder is a shareholder,

b. the shareholder has complied with the provisions of

this section respecting the form and manner of making

demand for inspection of the documents, and

c. the inspection the shareholder seeks is for a proper

purpose.

3. Where the shareholder seeks to inspect the corporation's

stock ledger or list of shareholders and has complied with the

provisions of this section respecting the form and manner of making

demand for inspection of the documents, the burden of proof shall be

upon the corporation to establish that the inspection the

shareholder seeks is for an improper purpose. The court may, in its

discretion, prescribe any limitations or conditions upon the

inspection, or award other or further relief as the court may deem

just and proper. The court may order books, documents, and records,

pertinent extracts therefrom, or duly authenticated copies thereof,

to be brought within this state and kept in this state upon such

terms and conditions as the order may prescribe.

D. Any director shall have the right to examine the

corporation's stock ledger, a list of its shareholders, and its

other books and records for a purpose reasonably related to his or

her position as a director. The district court may summarily order

the corporation to permit the director to inspect any and all books

and records, the stock ledger, and the list of shareholders and to

make copies or extracts therefrom. The court, in its discretion,

may prescribe any limitations or conditions with reference to the

inspection, or award other or further relief as the court may deem

just and proper. The burden of proof shall be upon the corporation

to establish that the inspection the director seeks is for an

improper purpose.
Okla. Stat. tit. 18, § 18-441-1501 — OK Code / Title 18 / Section 18-441-1501
Disposition of assets not requiring member approval
Status: in_force

DISPOSITION OF ASSETS NOT REQUIRING MEMBER APPROVAL. Unless the

articles of organization otherwise provide, member approval under

Section 131 of this act is not required for a limited cooperative

association to:

(1) Sell, lease, exchange, license, or otherwise dispose of all

or any part of the assets of the association in the usual and

regular course of business; or

(2) Mortgage, pledge, dedicate to the repayment of

indebtedness, or encumber in any way all or any part of the assets

of the association whether or not in the usual and regular course of

business.
Okla. Stat. tit. 18, § 18-907 — OK Code / Title 18 / Section 18-907
Board of directors
Status: in_force

The business and affairs of a corporation shall be conducted by

a board of directors. The number of directors shall be a multiple

of three with a minimum of fifteen and a maximum of twenty-one. Two-

thirds of the directors shall be elected by the members, and one-

third shall be elected by the stockholders. One-third of the

original board shall be elected for a term of one (1) year, one-

third for a term of two (2) years, and one-third for a term of three

(3) years; all directors subsequently elected shall serve for a term

of three (3) years. Any vacancy in the office of a director elected

by the members shall be filled by the directors elected by the

members, and any vacancy in the office of a director elected by the

stockholders shall be filled by the directors elected by the

stockholders.

Oklahoma Statutes - Title 18. Corporations Page 288
Okla. Stat. tit. 18, § 18-2026 — OK Code / Title 18 / Section 18-2026
Distributions - Time
Status: in_force

Except as otherwise provided in this act, a member is entitled

to receive distributions from a limited liability company before the

dissolution and winding up of the limited liability company to the

extent and at the times upon which the members agree or as provided

in the operating agreement.
Okla. Stat. tit. 18, § 18-2070 — OK Code / Title 18 / Section 18-2070
Affirmative defense — Conditions
Status: in_force

A. The requirements of this section are voluntary; provided, a

covered entity may only seek an affirmative defense under this act

if the following conditions are met:

Oklahoma Statutes - Title 18. Corporations Page 626

1. A covered entity seeking an affirmative defense under this

act shall create, maintain, and comply, including documentation of

such compliance, with a written cybersecurity program that contains

administrative, technical, and physical safeguards for the

protection of both personal information and restricted information

and that reasonably conforms to an industry-recognized cybersecurity

framework, as described in this section;

2. A covered entity's cybersecurity program shall be designed

to do all of the following with respect to the information described

in paragraph 1 of this subsection, as applicable:

a. protect the security and confidentiality of the

information,

b. protect against any anticipated threats or hazards to

the security or integrity of the information, and

c. protect against unauthorized access to and acquisition

of the information that is likely to result in a

material risk of identity theft or other fraud to the

individual to whom the information relates;

3. The scale and scope of a covered entity's cybersecurity

program under this subsection is appropriate if it is based on all

of the following factors:

a. the size and complexity of the covered entity,

b. the nature and scope of the activities of the covered

entity,

c. the sensitivity of the information to be protected,

d. the cost and availability of tools to improve

information security and reduce vulnerabilities, and

e. the resources available to the covered entity; and

4. The cybersecurity program shall contain requirements that it

be reviewed, evaluated, and updated on at least an annual basis and

shall require documentation of the same.

B. A covered entity that satisfies paragraphs 1 through 4 of

subsection A of this section is entitled to an affirmative defense

to any cause of action sounding in tort that is brought alleging

that the failure to implement reasonable information security

controls resulted in a data breach concerning personal information

or restricted information.
Okla. Stat. tit. 18, § 18-1016 — OK Code / Title 18 / Section 18-1016
Specific powers
Status: in_force

SPECIFIC POWERS

Every corporation created pursuant to the provisions of the

Oklahoma General Corporation Act shall have power to:

1. Have perpetual succession by its corporate name, unless a

limited period of duration is stated in its certificate of

incorporation;

2. Sue and be sued in all courts and participate, as a party or

otherwise, in any judicial, administrative, arbitrative or other

proceeding, in its corporate name;

3. Have a corporate seal, which may be altered at pleasure, and

use the same by causing it, or a facsimile thereof, to be impressed

or affixed or in any other manner reproduced;

4. Purchase, receive, take by grant, gift, devise, bequest or

otherwise, lease or otherwise acquire, own, hold, improve, employ,

use and otherwise deal in and with real or personal property, or any

interest therein, wherever situated and to sell, convey, lease,

exchange, transfer or otherwise dispose of, or mortgage or pledge,

all or any of its property and assets, or any interest therein,

wherever situated, subject to the limitations prescribed by Section

2 of Article XXII of the Oklahoma Constitution and Section 1020 of

this title;

5. Appoint or elect such officers and agents as the business of

the corporation requires and to pay or otherwise provide for them

suitable compensation;

6. Adopt, amend and repeal bylaws;

7. Wind up and dissolve itself in the manner provided for in

this act;

8. Conduct its business, carry on its operations, and have

offices and exercise its powers within or without this state;

9. Make donations for the public welfare or for charitable,

scientific or educational purposes, and in time of war or other

national emergency in aid thereof;

10. Be an incorporator, promoter or manager of other

corporations of any type or kind;

11. Participate with others in any corporation, partnership,

limited partnership, joint venture or other association of any kind,

or in any transaction, undertaking or arrangement which the

participating corporation would have power to conduct by itself,

whether or not such participation involves sharing or delegation of

control with or to others;

12. Transact any lawful business which the corporation's board

of directors shall find to be in aid of governmental authority;

Oklahoma Statutes - Title 18. Corporations Page 324

13. Make contracts, including contracts of guaranty and

suretyship, incur liabilities, borrow money at such rates of

interest as the corporation may determine, issue its notes, bonds

and other obligations, and secure any of its obligations by

mortgage, pledge or other encumbrance of all or any of its property,

franchises and income, and make contracts of guaranty and suretyship

which are necessary or convenient to the conduct, promotion or

attainment of the business of:

a. a corporation, all of the outstanding stock of which

is owned, directly or indirectly, by the contracting

corporation,

b. a corporation which owns, directly or indirectly, all

of the outstanding stock of the contracting

corporation, or

c. a corporation, all of the outstanding stock of which

is owned, directly or indirectly, by a corporation

which owns, directly or indirectly, all of the

outstanding stock of the contracting corporation,

which contracts of guaranty and suretyship shall be

deemed to be necessary or convenient to the conduct,

promotion or attainment of the business of the

contracting corporation, and to make other contracts

of guaranty and suretyship which are necessary or

convenient to the conduct, promotion or attainment of

the business of the contracting corporation;

14. Lend money for its corporate purposes, invest and reinvest

its funds, and take, hold and deal with real and personal property

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

15. Pay pensions and establish and carry out pension, profit

sharing, stock option, stock purchase, stock bonus, retirement,

benefit, incentive and compensation plans, trusts and provisions for

any or all of its directors, officers, and employees, and for any or

all of the directors, officers, and employees of its subsidiaries;

16. Provide insurance for its benefit on the life of any of its

directors, officers, or employees, or on the life of any shareholder

for the purpose of acquiring at his death shares of its stock owned

by such shareholder; and

17. Renounce in its certificate of incorporation or by action

of its board of directors any interest or expectancy of the

corporation in, or in being offered an opportunity to participate

in, specified business opportunities or specified classes or

categories of business opportunities that are presented to the

corporation or one or more of its officers, directors or

shareholders.
Okla. Stat. tit. 18, § 18-2054.7 — OK Code / Title 18 / Section 18-2054.7
Conversion of a registered series to a protected
Status: in_force

series.

CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES

A. Upon compliance with this section, a registered series of a

domestic limited liability company may convert to a protected series

of the domestic limited liability company. An existing registered

series may not become a protected series other than under this

section.

B. If the operating agreement specifies the manner of

authorizing a conversion of a registered series of the limited

liability company to a protected series of the limited liability

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

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

operating agreement does not specify the manner of authorizing a

conversion of a registered series of the limited liability company

to a protected series of the limited liability company and does not

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

the conversion shall be authorized by members of the registered

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

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

members of the registered series.

C. Unless otherwise agreed, the conversion of a registered

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

limited liability company under this section shall not require the

Oklahoma Statutes - Title 18. Corporations Page 603

limited liability company or the registered series of the limited

liability company to wind up its affairs under Section 2039 of Title

18 of the Oklahoma Statutes or Section 14 of this act or pay its

liabilities and distribute its assets under Section 2040 of Title 18

of the Oklahoma Statutes or Section 14 of this act, and the

conversion of a registered series of a limited liability company to

a protected series of the limited liability company shall not

constitute a dissolution of the limited liability company or of the

registered series. When a registered series of a limited liability

company has converted to a protected series of the limited liability

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

state, the protected series is deemed to be the same series as the

converting registered series and the conversion shall constitute a

continuation of the existence of the registered series in the form

of the protected series.

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

limited liability company to protected series of the limited

liability company under this section, rights or securities of or

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

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

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

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

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

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

entity, may remain outstanding or may be canceled.

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

in accordance with this section, articles of conversion of

registered series to protected series executed in accordance with

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

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

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

registered series to protected series shall state:

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

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

originally filed;

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

of the limited liability company with the Secretary of State;

3. The name of the registered series and, if it has been

changed, the name under which its articles of registered series were

originally filed;

4. The date of filing of its original articles of registered

series with the Secretary of State;

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

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

the filing of the articles of conversion of registered series to

protected series; and

Oklahoma Statutes - Title 18. Corporations Page 604

6. That the conversion has been approved in accordance with

this section.

F. Upon the filing of a certificate of conversion of registered

series to protected series, or upon the future effective date or

time of a certificate of conversion of registered series to

protected series, the registered series filing the certificate is

converted to a protected series with the effect provided in this

section. A copy of the articles of conversion of registered series

to protected series certified by the Secretary of State shall be

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

protected series of the limited liability company.

G. When any conversion shall have become effective under this

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

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

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

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

causes of action belonging to the registered series, shall remain

vested in the protected series to which the registered series has

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

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

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

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

any property of the registered series shall be preserved unimpaired,

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

has converted shall remain attached to the protected series to which

the registered series has converted, and may be enforced against it

to the same extent as if the debts, liabilities, and duties had

originally been incurred or contracted by it in its capacity as the

protected series. The rights, privileges, powers, and interests in

property of the registered series that has converted, as well as the

debts, liabilities, and duties of the registered series, shall not

be deemed, as a consequence of the conversion, to have been

transferred to the protected series to which the registered series

of the limited liability company has converted for any purpose of

the laws of this state.

H. An operating agreement may provide that a registered series

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

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

in this section.
Okla. Stat. tit. 18, § 18-2065 — OK Code / Title 18 / Section 18-2065
Derivative suits
Status: in_force

DERIVATIVE SUITS.

Members of a public benefit limited liability company or

assignees of membership interests in a public benefit limited

liability company owning individually or collectively, as of the

date of instituting such derivative suit, at least two percent (2%)

of the then-current membership interests of the limited liability

company may maintain a derivative lawsuit to enforce the

requirements set forth in subsection A of Section 25 of this act.
Okla. Stat. tit. 18, § 18-437.7 — OK Code / Title 18 / Section 18-437.7
Members
Status: in_force

A. No person who is not an incorporator shall become a member

of a cooperative unless such person shall agree to use electric

energy furnished by the cooperative when such electric energy shall

be available through its facilities. The bylaws of a cooperative

may provide that any person including a corporation, shall cease to

be a member thereof if he or she shall fail or refuse to use

electric energy made available by the cooperative or if electric

energy shall not be made available to such person by the cooperative

within a specified time after such person shall have become a member

Oklahoma Statutes - Title 18. Corporations Page 110

thereof. Membership in the cooperative shall not be transferable,

except as provided in the bylaws. The bylaws may prescribe

additional qualifications and limitations in respect to membership.

B. An annual meeting of the members shall be held at such time

as shall be provided in the bylaws.

C. Special meetings of the members may be called by the board

of trustees, by any three trustees, by not less than ten percent

(10%) of the members, or by the president.

D. Meetings of members shall be held at such place as may be

provided in the bylaws. In the absence of any such provision, all

meetings shall be held in the city or town in which the principal

office of the cooperative is located.

E. Except as hereinafter otherwise provided, written or printed

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

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

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

or by mail, not less than ten (10) nor more than twenty-five (25)

days before the date of the meeting.

F. Five percent (5%) of all members, present in person, shall

constitute a quorum for the transaction of business at all meetings

of the members, unless the bylaws prescribe the presence of a

greater percentage of the members for a quorum. If less than a

quorum is present at any meeting, a majority of those present in

person may adjourn the meeting from time to time without further

notice. If allowed by the bylaws of a cooperative, mail-in ballots

may be counted toward the required five percent (5%) of members

necessary to constitute a quorum. If specified in the meeting

notice, in-person registrations shall be counted toward the required

five percent (5%) of members necessary to constitute a quorum. Any

vote taken at a time when less than five percent (5%) of all members

are physically present shall be taken only on proposed actions which

were specifically identified and provided to the members in advance

through the meeting notice.

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

submitted to a vote at a meeting. Voting shall be in person, but,

if the bylaws so provide, may also be by proxy or by mail, or both.

If the bylaws provide for voting by proxy or by mail, they shall

also prescribe the conditions under which proxy or mail voting shall

be exercised. In any event, no person shall vote a proxy for more

than three members at any meeting of the members.

H. For purposes of this section, "in-person registration" means

a member registering for a meeting at any location designated in the

meeting notice.
Okla. Stat. tit. 18, § 18-1025 — OK Code / Title 18 / Section 18-1025
Resignation of registered agent coupled with appointment
Status: in_force

of successor.

RESIGNATION OF REGISTERED AGENT COUPLED

WITH APPOINTMENT OF SUCCESSOR

The registered agent of one or more corporations may resign and

appoint a successor registered agent by filing in the name of each

affected corporation a certificate with the Secretary of State

stating the name and address of the successor agent, in accordance

with the provisions of paragraph 2 of subsection A of Section 1006

of this title. There shall be attached to the certificate a

statement of the affected corporation ratifying and approving such

change of registered agent. The statement shall be executed and

acknowledged in accordance with the provisions of Section 1007 of

this title. Upon the filing, the successor registered agent becomes

the registered agent of each corporation that has ratified and

Oklahoma Statutes - Title 18. Corporations Page 334

approved each substitution and the successor registered agent’s

address, as stated in each certificate, becomes the address of each

such corporation’s registered office in this state.
Okla. Stat. tit. 18, § 18-573 — OK Code / Title 18 / Section 18-573
Powers of corporation
Status: in_force

Such corporation has power to appoint a president or principal

for the institution, and such professors, tutors and other agents

and officers, as may be necessary, and to displace any of them as

the interests of the institutions may require; to fill vacancies, to

prescribe and direct the course of studies and the discipline to be

pursued and observed in the institution, and the rates of tuition in

the same; and the president and professors shall constitute the

faculty of such institution; and they have power to enforce the

rules and regulations enacted for the government and discipline of

the students, and to suspend and expel offenders, as may be deemed

expedient.
Okla. Stat. tit. 18, § 18-381.83 — OK Code / Title 18 / Section 18-381.83
Certain persons prohibited from serving as officer or
Status: in_force

director.

It shall be unlawful for any person to serve as an officer or

director of an association who:

1. Has been convicted of an offense constituting, in the

jurisdiction in which the conviction was rendered, a violation of

the banking, savings institution or credit union laws or other

felony involving dishonesty or a breach of trust; and

2. Is indebted to the bank for more than thirty (30) days based

on a judgment that has become final.
Okla. Stat. tit. 18, § 18-437.16 — OK Code / Title 18 / Section 18-437.16
Initiative by members
Status: in_force

Not withstanding any other provision of this act, any

proposition embodied in a petition signed by not less than ten

percent (10%) of the members of a cooperative, together with any

document submitted with such petition to give effect to the

proposition, shall be submitted to the members of a cooperative,

either at a special meeting of the members held within forty-five

(45) days after the presentation of such petition or, if the date of

the next annual meeting of members falls within ninety (90) days

after such presentation or if the petition so requests, at such

annual meeting. The approval of the board of trustees shall not be

required in respect of any proposition or document submitted to the

members pursuant to this section and approved by them, but such

proposition or document shall be subject to all other applicable

provisions of this act. Any affidavit or affidavits required to be

filed with any such document pursuant to applicable provisions of

this act shall, in such case, be modified to show compliance with

the provisions of this section.
Okla. Stat. tit. 18, § 18-592 — OK Code / Title 18 / Section 18-592
Fire departments for unincorporated areas - Incorporation
Status: in_force

The authority of persons associated together to become

incorporated as a charitable corporation for the purpose of

providing either a volunteer or full-time fire department for an

unincorporated area or place is hereby ratified and confirmed. Such

Oklahoma Statutes - Title 18. Corporations Page 267

a corporate fire department shall have authority to provide fire

protective service both to its members and to nonmembers, either

within or without the unincorporated area wherein it is situated.
Okla. Stat. tit. 18, § 18-2060 — OK Code / Title 18 / Section 18-2060
Cases not provided for in act
Status: in_force

CASES NOT PROVIDED FOR IN ACT

In any case not provided for in the Oklahoma Limited Liability

Company Act, the rules of law and equity, including the rules of law

and equity relating to fiduciary duties and the law merchant, shall

govern.
Okla. Stat. tit. 18, § 18-1100.2 — OK Code / Title 18 / Section 18-1100.2
Payment and distribution to claimants and shareholders
Status: in_force

PAYMENT AND DISTRIBUTION TO CLAIMANTS AND SHAREHOLDERS

A. 1. A dissolved corporation or successor entity which has

followed the procedures described in Section 1100.1 of this title

shall:

a. pay the claims made and not rejected in accordance

with subsection A of Section 1100.1 of this title,

b. post the security offered and not rejected pursuant to

paragraph 2 of subsection B of Section 1100.1 of this

title,

c. post any security ordered by the district court in any

proceeding under subsection C of Section 1100.1 of

this title, and

d. pay or make provision for all other claims that are

mature, known, and uncontested or that have been

finally determined to be owing by the corporation or

successor entity.

2. Claims or obligations shall be paid in full and any

provision for payment shall be made in full if there are sufficient

assets. If there are insufficient assets, the claims and

obligations shall be paid or provided for according to their

priority, and, among claims of equal priority, ratably to the extent

of assets legally available therefor. Any remaining assets shall be

distributed to the shareholders of the dissolved corporation;

provided, however, that distribution shall not be made before the

expiration of one hundred fifty (150) days from the date of the last

notice of rejections given pursuant to paragraph 3 of subsection A

of Section 1100.1 of this title. In the absence of actual fraud,

the judgment of the directors of the dissolved corporation or the

governing persons of the successor entity as to the provision made

for the payment of all obligations under subparagraph d of paragraph

1 of this subsection shall be conclusive.

B. A dissolved corporation or successor entity which has not

followed the procedures described in Section 1100.1 of this title

Oklahoma Statutes - Title 18. Corporations Page 484

shall, prior to the expiration of the period described in Section

1099 of this title, adopt a plan of distribution pursuant to which

the dissolved corporation or successor entity:

1. Shall pay or make reasonable provision to pay all claims and

obligations, including all contingent, conditional, or unmatured

contractual claims known to the corporation or the successor entity;

2. Shall make provision as will be reasonably likely to be

sufficient to provide compensation for any claim against the

corporation which is the subject of a pending action, suit, or

proceeding to which the corporation is a party; and

3. Shall make provision as will be reasonably likely to be

sufficient to provide compensation for claims that have not been

made known to the corporation or successor entity or that have not

arisen but that, based on facts known to the corporation or

successor entity, are likely to arise or to become known to the

corporation or successor entity within ten (10) years after the date

of dissolution. The plan of distribution shall provide that the

claims shall be paid in full and any provision for payment made

shall be made in full if there are sufficient assets. If there are

insufficient assets, the plan shall provide that the claims and

obligations shall be paid or provided for according to their

priority and, among claims of equal priority, ratably to the extent

of assets legally available therefor. Any remaining assets shall be

distributed to the shareholders of the dissolved corporation.

C. Directors of a dissolved corporation or governing persons of

a successor entity which has complied with subsection A or B of this

section shall not be personally liable to the claimants of the

dissolved corporation.

D. As used in this section, the term "successor entity" has the

meaning set forth in subsection E of Section 1100.1 of this title.

E. As used in this section, the term "priority" does not refer

either to the order of payments set forth in subparagraphs a through

d of paragraph 1 of subsection A of this section or to the relative

times at which any claims mature or are reduced to judgment.

F. In the case of a nonprofit nonstock corporation, provisions

of this section regarding distributions to members shall not apply

to the extent that those provisions conflict with any other

applicable law or with that corporation's certificate of

incorporation or bylaws.
Okla. Stat. tit. 18, § 18-438.1 — OK Code / Title 18 / Section 18-438.1
Short title of act
Status: in_force

This act may be cited as the "Telephone Cooperative Corporations

Act".
Okla. Stat. tit. 18, § 18-1152 — OK Code / Title 18 / Section 18-1152
Notice of shareholder meeting
Status: in_force

NOTICE OF SHAREHOLDER MEETING

A. If a special meeting is requested as provided in Section 21

of this act, notice of the special meeting of shareholders shall be

given as promptly as reasonably practicable by the issuing public

corporation to all shareholders of record as of the record date set

for the meeting, whether or not entitled to vote at the meeting.

B. Notice of the special or annual shareholder meeting at which

the voting rights are to be considered must include or be

accompanied by both of the following:

1. A copy of the acquiring person statement delivered to the

issuing public corporation pursuant to Section 21 of this act; and

Oklahoma Statutes - Title 18. Corporations Page 526

2. A statement by the board of directors of the corporation,

authorized by its directors, of its position or recommendation, or

that it is taking no position or making no recommendation, with

respect to the proposed control share acquisition.
Okla. Stat. tit. 18, § 18-441-813 — OK Code / Title 18 / Section 18-441-813
Meetings and notice
Status: in_force

MEETINGS AND NOTICE.

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

directors may establish a time, date, and place for regular board

meetings, and notice of the time, date, place, or purpose of those

meetings is not required.

(b) Unless the organic rules otherwise provide, notice of the

time, date, and place of a special meeting of a board of directors

must be given to all directors at least three (3) days before the

meeting, the notice must contain a statement of the purpose of the

meeting, and the meeting is limited to the matters contained in the

statement.

Oklahoma Statutes - Title 18. Corporations Page 201
Okla. Stat. tit. 18, § 18-1013 — OK Code / Title 18 / Section 18-1013
Bylaws
Status: repealed

BYLAWS

A. The original or other bylaws of a corporation may be

adopted, amended or repealed by the incorporators, by the initial

directors of a corporation other than a nonstock corporation or

initial members of the governing body of a nonstock corporation if

they were named in the certificate of incorporation, or, before a

corporation other than a nonstock corporation has received any

payment for any of its stock, by its board of directors. After a

Oklahoma Statutes - Title 18. Corporations Page 317

corporation other than a nonstock corporation has received any

payment for any of its stock, except as otherwise provided in its

certificate of incorporation, the power to adopt, amend or repeal

bylaws shall be in the shareholders entitled to vote. In the case

of a nonstock corporation, the power to adopt, amend or repeal

bylaws shall be in its governing body. Notwithstanding the

foregoing, any corporation may, in its certificate of incorporation,

confer the power to adopt, amend or repeal bylaws upon the directors

or, in the case of a nonstock corporation, upon its members. The

fact that such power has been so conferred upon the directors or

members, as the case may be, shall not divest the shareholders or

governing body of the power, nor limit their power to adopt, amend

or repeal bylaws.

B. The bylaws may contain any provision, not inconsistent with

law or with the certificate of incorporation, relating to the

business of the corporation, the conduct of its affairs, and its

rights or powers or the rights or powers of its shareholders,

directors, officers or employees.
Okla. Stat. tit. 18, § 18-1140 — OK Code / Title 18 / Section 18-1140
Trade names
Status: reserved

TRADE NAMES

A. A corporation or other business entity doing business in

this state under any name other than its legal name shall file a

report with the Secretary of State setting forth the legal name of

the corporation or business entity, the jurisdiction of organization

of the corporation or business entity, the trade name under which

the business is carried on, a brief description of the kind of

business transacted under the name, and the address wherein the

business is to be carried on. The report shall be executed by a

representative of the business entity authorized to sign on its

behalf. In the case of a corporation, the report shall be signed

and filed in accordance with Section 1007 of this title. The trade

name adopted shall be such as to be distinguishable upon the records

in the Office of the Secretary of State from:

1. Names of other business entities organized under the laws of

this state and filed with the Secretary of State then existing or

which existed at any time during the preceding three (3) years; or

2. Names of foreign business entities qualified to do business

in this state and filed with the Secretary of State then existing or

which existed at any time during the preceding three (3) years; or

3. Trade names or fictitious names filed with the Secretary of

State; or

4. Names reserved with the Secretary of State.

B. As used in this section, "business entity" means a

corporation, a business trust, a common law trust, a limited

liability company, or any unincorporated business, including any

form of partnership.

Oklahoma Statutes - Title 18. Corporations Page 512
Okla. Stat. tit. 18, § 18-1064 — OK Code / Title 18 / Section 18-1064
List of shareholders entitled to vote - Penalty for
Status: in_force

refusal to produce stock ledger.

LIST OF SHAREHOLDERS ENTITLED TO VOTE; PENALTY FOR REFUSAL TO

PRODUCE STOCK LEDGER

A. The corporation shall prepare, no later than the tenth day

before each meeting of shareholders, a complete list of the

shareholders entitled to vote at the meeting; provided, however, if

the record date for determining the shareholders entitled to vote is

less than ten (10) days before the meeting date, the list shall

reflect the shareholders entitled to vote as of the tenth day before

the meeting date, arranged in alphabetical order, and showing the

address of each shareholder and the number of shares registered in

the name of each shareholder. Nothing contained in this section

shall require the corporation to include electronic mail addresses

or other electronic contact information on the list. The list shall

be open to the examination of any shareholder, for any purpose

germane to the meeting for a period of ten (10) days ending on the

day before the meeting date:

1. On a reasonably accessible electronic network; provided,

that the information required to gain access to the list is provided

with the notice of the meeting; or

2. During ordinary business hours, at the principal place of

business of the corporation. In the event that the corporation

determines to make the list available on an electronic network, the

corporation may take reasonable steps to ensure that the information

is available only to shareholders of the corporation.

Oklahoma Statutes - Title 18. Corporations Page 387

B. If the corporation or an officer or agent of the corporation

refuses to permit examination of the list by a shareholder, such

shareholder may apply to the district court for an order to compel

the corporation to permit such examination. The burden of proof

shall be on the corporation to establish that the examination the

shareholder seeks is for a purpose not germane to the meeting. The

court may summarily order the corporation to permit examination of

the list upon such conditions as the court may deem appropriate and

may make such additional orders as may be appropriate including but

not limited to postponing the meeting or voiding the results of the

meeting.

C. For the purposes of the Oklahoma General Corporation Act,

“stock ledger” means one or more records administered by or on

behalf of the corporation in which the names of all the

corporation’s shareholders of record, the address and number of

shares registered in the name of each such shareholder and all

issuances and transfers of stock of the corporation are recorded in

accordance with Section 1069 of this title. The stock ledger shall

be the only evidence as to who are the shareholders entitled by this

section to examine the list required by this section or to vote in

person or by proxy at any meeting of shareholders.
Okla. Stat. tit. 18, § 18-381.53a — OK Code / Title 18 / Section 18-381.53a
Permanent capital stock - Treasury stock - Redemption
Status: in_force

- Paid-in surplus - Dividends - Minimum capital requirements.

A. Permanent capital stock shall consist of common stock, which

shall have full voting rights, and may also include preferred stock.

Such stock shall have a par value of not less than one cent ($0.01)

per share, and the proceeds thereof, to the extent of such par

value, shall be set apart and be nonwithdrawable, and shall be a

reserve to absorb losses after all surplus, undivided profits, and

other reserves available for losses have been depleted.

B. 1. With the approval of the State Banking Commissioner and

subject to the conditions as the Commissioner may prescribe, a bank

may purchase its own stock as treasury stock.

Oklahoma Statutes - Title 18. Corporations Page 56

2. Preferred stock shall not be issued for a limited term, nor

shall it be redeemable at the option of the holders. An association

shall not bind itself by contract to redeem its preferred stock upon

the happening of certain events, other than dissolution. However,

preferred stock shall be subject to redemption at any time at the

option of the association, with the prior approval of the

Commissioner and only if, subsequent to the redemption, the

association would meet its minimum capital requirements as imposed

by applicable federal law.

C. Any paid-in surplus with respect to common stock may be made

available for payment of organization and initial operating expenses

or may be credited to surplus, or the contingent reserve, or the

federal insurance reserve, or be transferred to common or preferred

stock as a stock dividend, prorated to the holders of common stock.

An association shall not issue permanent capital stock for a

consideration other than cash or for a price less than par value

thereof, except that, with the approval of the Commissioner, stock

may be issued for a consideration other than cash in connection with

mergers, consolidations or transfers and, when fully paid, the stock

shall be kept unimpaired to the extent of its par value.

D. A stock association may declare and distribute cash

dividends from net earnings, surplus or undivided profits. With the

prior consent of the Commissioner, the stock of an association may

be reduced by resolution of the board of directors approved by vote

or written consent of the holders of a majority of the outstanding

stock of such association to such amount as the Commissioner shall

approve, and any such reduction shall be credited to the contingent

reserve account and shall not be available for dividends to common

stockholders; provided, any reduction in the amount of permanent

capital stock is subject to the provisions of this section and

Section 381.20 of this title, fixing minimum permanent capital stock

requirements.

E. No cash dividends shall be declared on common stock unless,

subsequent to the dividends, the association would continue to meet

its minimum capital requirements as imposed by the Commissioner or

the Director of the Office of Thrift Supervision. Subject to the

provisions of this act, permanent capital stock shall be entitled to

such rate of dividends, if earned, as declared by the board of

directors.
Okla. Stat. tit. 18, § 18-1046 — OK Code / Title 18 / Section 18-1046
Revocability of Pre-Incorporation Subscriptions
Status: in_force

REVOCABILITY OF PRE-INCORPORATION SUBSCRIPTIONS

Unless otherwise provided for by the terms of the subscription, a

subscription for stock of a corporation to be formed shall be

irrevocable, except with the consent of all other subscribers or the

corporation, for a period of six (6) months from its date.
Okla. Stat. tit. 18, § 18-381.56 — OK Code / Title 18 / Section 18-381.56
Investment in securities
Status: in_force

In addition to any powers of investment permitted pursuant to

paragraph 17 of Section 381.54 of this title, associations shall

have power to invest in securities as follows:

1. In obligations of, or obligations which are fully guaranteed

as to principal and interest by, the United States or this state; in

stock or obligations of any Federal Home Loan Bank or Banks; in

stock or obligations of the Federal Deposit Insurance Corporation;

and in stock or obligations of the Federal National Mortgage

Association or any successor or successors thereto;

2. In time deposits, certificates, accounts, or other

obligations of banks or other financial institutions, the accounts

of which are insured by the Federal Deposit Insurance Corporation or

the National Credit Union Administration;

3. Not in excess of five percent (5%) of its assets, as

reported in its most recent quarterly thrift financial report or

other statement of condition submitted to the Oklahoma State Banking

Department, in bonds, notes or other evidences of indebtedness which

are a general obligation of, or guaranteed as to principal and

interest by, any agency or instrumentality of the United States not

specified in paragraph 1 of this section, or of any city, county or

school district in this state; and

4. Not in excess of ten percent (10%) of its assets in the

capital stock, obligations or other securities of service

organizations substantially all of the activities of which consist

of originating, purchasing, selling and servicing loans upon real

estate and participating interests therein, or clerical,

Oklahoma Statutes - Title 18. Corporations Page 63

bookkeeping, accounting, statistical or similar functions performed

primarily for financial institutions plus such other activities as

the State Banking Commissioner may approve.
Okla. Stat. tit. 18, § 18-1085 — OK Code / Title 18 / Section 18-1085
Merger or consolidation of domestic and foreign nonstock
Status: in_force

corporations - Service of process upon surviving or resulting

corporation.

MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN NONSTOCK

CORPORATIONS; SERVICE OF PROCESS UPON

SURVIVING OR RESULTING CORPORATION

A. Any one or more nonstock domestic corporations may merge or

consolidate with one or more other foreign nonstock corporations,

unless the laws of the jurisdiction or jurisdictions under which

such foreign nonstock 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 nonstock 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 term "foreign

nonstock corporation" means a nonstock corporation organized under

the laws of any jurisdiction other than this state.

B. 1. All the constituent corporations shall enter into an

agreement of merger or consolidation. The agreement shall state:

a. the terms and conditions of the merger or

consolidation,

Oklahoma Statutes - Title 18. Corporations Page 434

b. the mode of carrying the same into effect,

c. in the case of a merger in which the surviving

corporation is a domestic corporation, such amendments

or changes in the certificate of incorporation of the

surviving corporation as are desired to be effected by

the merger, which amendments or changes many amend and

restate the certificate of incorporation of the

surviving corporation in its entirety, or, if no such

amendments or changes are desired, a statement that

the certificate of incorporation of the surviving

corporation shall be its certificate of incorporation,

d. in the case of a consolidation in which the resulting

corporation is a domestic corporation, that the

certificate of incorporation of the resulting

corporation shall be as is set forth in an attachment

to the agreement,

e. the manner, if any, of converting the memberships or

membership interests of each of the constituent

corporations into memberships or membership interests

of the corporation surviving or resulting from such

merger or consolidation, or of canceling some or all

of the memberships or membership interests, and if any

memberships or membership interests of any of the

constituent corporations are not to remain

outstanding, to be converted solely into memberships

or membership interests of the surviving or resulting

corporation or to be cancelled, the cash, property,

rights or securities of any other corporation or

entity which the holders of such memberships or

membership interests are to receive in exchange for,

or upon conversion of, such memberships or membership

interests, which cash, property, rights or securities

of any other corporation or entity may be in addition

to or in lieu of memberships or membership interests

of the surviving or resulting corporation,

f. such other details and provisions as shall be deemed

desirable including, without limiting the generality

of the foregoing, a provision for the payment of cash

in lieu of the issuance or recognition of fractional

shares, rights or other securities of any other

corporation or entity the shares, rights or other

securities of which are to be received in the merger

or consolidation, or for some other arrangement with

respect thereto, consistent with Section 1036 of this

title, and

g. such other provisions or facts as required to set

forth in an agreement of merger or consolidation,

Oklahoma Statutes - Title 18. Corporations Page 435

including any provision for amendment of the

certificate of incorporation or equivalent document,

or a surviving foreign nonstock corporation by the

laws of each jurisdiction under which any of the

foreign nonstock corporation are organized.

2. Any of the terms of the agreement of merger or consolidation

may be made dependent upon facts ascertainable outside of such

agreement, provided that the manner in which such facts shall

operate upon the terms of the agreement is clearly and expressly set

forth in the agreement of merger or consolidation. The term

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

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

action by any person or body, including the corporation.

C. The agreement shall be adopted, approved, certified,

executed and acknowledged by each of the constituent corporations in

accordance with the laws under which it is organized and, in the

case of domestic corporation, in the same manner as is provided for

in Section 1084 of this title. The agreement shall be filed and

shall become effective for all purposes of the laws of this state

when and as provided for in Section 1084 of this title with respect

to the merger of nonstock domestic corporations. Insofar as they

may be applicable, the provisions of paragraphs 1 through 9 of

subsection C of Section 1082 of this title shall apply to a merger

under this section, and the reference therein to "shareholder" shall

be deemed to include "member" hereunder.

D. If the corporation surviving or resulting from the merger or

consolidation is a foreign nonstock corporation, it shall agree that

it may be served with process in this state in any proceeding for

enforcement of any obligation of any constituent domestic

corporation, as well as for enforcement of any obligation of the

surviving or resulting corporation arising from the merger or

consolidation and shall irrevocably appoint the Secretary of State

as its agent to accept service of process in any suit or other

proceedings and shall specify the address to which a copy of such

process shall be mailed by the Secretary of State. In the event of

such service upon the Secretary of State in accordance with the

provisions of Section 2004 of Title 12 of the Oklahoma Statutes, the

Secretary of State shall immediately notify such surviving or

resulting corporation thereof by letter, certified mail, return

receipt requested, directed to such corporation at its address so

specified, unless such surviving or resulting corporation shall have

designated in writing to the Secretary of State a different address

for such purpose, in which case it shall be mailed to the last

address so designated. Such letter shall enclose a copy of the

process and any other papers served upon the Secretary of State. It

shall be the duty of the plaintiff in the event of such service to

serve process and any other papers in duplicate, to notify the

Oklahoma Statutes - Title 18. Corporations Page 436

Secretary of State that service is being made pursuant to the

provisions of this subsection, and to pay the Secretary of State the

fee prescribed by paragraph 7 of Section 1142 of this title, which

fee shall be taxed as part of the costs in the proceeding if the

plaintiff shall prevail therein. The Secretary of State shall

maintain an alphabetical record of any such service setting forth

the name of the plaintiff and defendant, the title, docket number

and nature of the proceeding in which process has been served upon

him, the fact that service has been effected pursuant to the

provisions of this subsection, the return date thereof, and the date

when the service was made. The Secretary of State shall not be

required to retain such information for a period longer than five

(5) years from his receipt of service of process.

E. The provisions of subsection E of Section 1081 of this title

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

if the corporation surviving the merger is a domestic corporation.

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

shall apply to a merger under this section; provided, however, that

references to the board of directors, to shareholders, and to shares

of a constituent corporation shall be deemed to be references to the

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

and to memberships or membership interests, as applicable,

respectively.

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

merger of a charitable nonstock corporation into a nonstock

corporation if the charitable nonstock corporation would thereby

have its charitable status lost or impaired; but a nonstock

corporation may be merged into a charitable nonstock corporation

which shall continue as the surviving corporation.
Okla. Stat. tit. 18, § 18-2063 — OK Code / Title 18 / Section 18-2063
Duties of members or managers
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 623

DUTIES OF MEMBERS OR MANAGERS.

A. The members or managers or other persons with authority to

manage or direct the business and affairs of a public benefit

limited liability company shall manage or direct the business and

affairs of the public benefit limited liability company in a manner

that balances the pecuniary interests of the members, the best

interests of those materially affected by the limited liability

company's conduct, and the specific public benefit or public

benefits set forth in its articles of organization. Unless

otherwise provided in an operating agreement, no member, manager or

other person with authority to manage or direct the business and

affairs of the public benefit limited liability company shall have

any liability for monetary damages for the failure to manage or

direct the business and affairs of the public benefit limited

liability company as provided in this subsection.

B. A member or manager of a public benefit limited liability

company or any other person with authority to manage or direct the

business and affairs of the public benefit limited liability company

shall not, by virtue of the public benefit provisions or subsection

B of Section 23 of this act, have any duty to any person on account

of any interest of such person in the public benefit or public

benefits set forth in its articles of organization or operating

agreement or on account of any interest materially affected by the

limited liability company's conduct and, with respect to a decision

implicating the balance requirement in subsection A of this section,

will be deemed to satisfy such person's fiduciary duties to members

and the limited liability company if such person's decision is both

informed and disinterested and not such that no person of ordinary,

sound judgment would approve.
Okla. Stat. tit. 18, § 18-437.3 — OK Code / Title 18 / Section 18-437.3
Name
Status: in_force

The name of each cooperative shall include the words "electric"

and "cooperative", provided, however, such limitation shall not

apply if, in an affidavit made by the president or vice president of

a cooperative and filed with the Secretary of State, it shall appear

that the cooperative desires to transact business in another state

and is precluded therefrom by reason of its name. The name of a

cooperative shall distinguish it from the name of any other

corporation organized under the laws of, or authorized to transact

business in, this state. The words "electric" and "cooperative"

shall not both be used in the name of any corporation organized

Oklahoma Statutes - Title 18. Corporations Page 109

under the laws of, or authorized to transact business in, this

state, except a cooperative or a corporation transacting business in

this state pursuant to the provisions of this act.
Okla. Stat. tit. 18, § 18-381.17 — OK Code / Title 18 / Section 18-381.17
Contents of certificate of incorporation
Status: in_force

The certificate of incorporation shall set forth:

1. The name of the association;

2. That its term of existence is perpetual;

Oklahoma Statutes - Title 18. Corporations Page 30

3. That the purpose for which it is formed is to engage in the

business of an association pursuant to the Oklahoma Savings and Loan

Code and the rules promulgated thereunder;

4. The place where it is to maintain the main office for the

transaction of business;

5. The names and addresses of the incorporators, and the

amounts of the deposit accounts or number of shares of stock

subscribed by each of them;

6. If the association will be a stock association, the number

of shares of stock of each class to be authorized and issued and the

par value per share; and

7. Such other proper provisions to govern the business and

affairs of the association as may be desired by the incorporators.
Okla. Stat. tit. 18, § 18-1026 — OK Code / Title 18 / Section 18-1026
Resignation of registered agent not coupled with
Status: in_force

appointment of successor; absence of registered agent.

RESIGNATION OF REGISTERED AGENT NOT COUPLED

WITH APPOINTMENT OF SUCCESSOR; ABSENCE OF REGISTERED AGENT

A. The registered agent of one or more corporations may resign

without appointing a successor by filing in the name of each

affected corporation a certificate of resignation with the Secretary

of State; but a resignation shall not become effective until thirty

(30) days after each certificate is filed. The certificate shall:

1. Be acknowledged by the registered agent;

2. Contain a statement that written notice of resignation was

given to the corporation at least thirty (30) days prior to the

filing of the certificate by mailing or delivering the notice to the

corporation at its address last known to the registered agent and

specify such address therein; and

3. Set forth the date the notice was mailed.

B. 1. After receipt of the notice of the resignation of its

registered agent provided for in subsection A of this section, the

corporation for which the registered agent was acting may obtain and

designate a new registered agent in the same manner as provided for

in Section 1023 of this title for a change of registered agent.

2. If a domestic corporation fails to obtain and designate a

new registered agent prior to the expiration of the period of thirty

(30) days after the filing by the registered agent of the

certificate of resignation, the Secretary of State shall be deemed

to be the registered agent of such corporation until a new

registered agent is designated. The Office of the Secretary of

State shall charge the fee prescribed by Section 1142 of this title

for acting as registered agent.

C. After the resignation of a registered agent has become

effective, if no new registered agent has been obtained and

designated in the time and manner required, service of legal process

against the corporation for which the resigned registered agent had

been acting shall be upon the Secretary of State as provided in

Section 2004 of Title 12 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-441-1205 — OK Code / Title 18 / Section 18-441-1205
Voluntary dissolution by the board and members
Status: in_force

VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS.

(a) Except as otherwise provided in Section 105 of this act,

for a limited cooperative association to voluntarily dissolve:

(1) A resolution to dissolve must be approved by a majority

vote of the board of directors unless a greater percentage is

required by the organic rules;

(2) The board of directors must call a members meeting to

consider the resolution, to be held not later than ninety (90) days

after adoption of the resolution; and

(3) The board of directors must mail or otherwise transmit or

deliver to each member in a record that complies with Section 47 of

this act:

(A) the resolution required by paragraph (1) of this

subsection;

(B) a recommendation that the members vote in favor of the

resolution or, if the board determines that because of

conflict of interest or other special circumstances it

should not make a favorable recommendation, the basis

of that determination; and

(C) notice of the members meeting, which must be given in

the same manner as notice of a special meeting of

members.

Oklahoma Statutes - Title 18. Corporations Page 213

(b) Subject to subsection (c) of this section, a resolution to

dissolve must be approved by:

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

present at a members meeting called under paragraph (2) of

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.

(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; or

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

(3) A combination of paragraphs (1) and (2) of this subsection.
Okla. Stat. tit. 18, § 18-381.41a — OK Code / Title 18 / Section 18-381.41a
Deposit accounts with minors – Authority to control –
Status: in_force

Loans to minors prohibited.

A. Except as otherwise provided by this section, an association

lawfully doing business in this state may enter into a deposit

account with a minor as the sole and absolute owner of the account

and may pay checks and withdrawals and otherwise act with respect to

the account on the order of the minor. A payment or delivery of

rights to a minor who holds a deposit account evidenced by a receipt

or acquittance signed by the minor discharges the association to the

extent of the payment made or rights delivered.

B. If the minor is the sole and absolute owner of the deposit

account, the disabilities of minority are removed for the limited

purposes of enabling:

1. The minor to enter into a depository contract with the

association; and

2. The association to enforce the contract against the minor,

including collection of overdrafts and account fees and submission

of account history to account reporting agencies and credit

reporting bureaus.

C. A parent or legal guardian of a minor may deny the minor's

authority to control, transfer, draft on, or make withdrawals from

the minor's deposit account by notifying the association in writing.

On receipt of the notice by the association, the minor may not

control, transfer, draft on, or make withdrawals from the account

during minority except with the joinder of a parent or legal

guardian of the minor.

D. If a minor with a deposit account dies, the receipt or

acquittance of the minor's parent or legal guardian discharges the

liability of the association to the extent of the receipt of

Oklahoma Statutes - Title 18. Corporations Page 48

acquittance, except that the aggregate discharges under this

subsection may not exceed Three Thousand Dollars ($3,000.00).

E. Subsection A of this section does not authorize a loan to

the minor by the bank, whether on pledge of the savings account of

the minor or otherwise, or bind the minor to repay a loan made

except as provided by subsection B of this section or other law,

unless the depository institution has obtained the express consent

and joinder of a parent or legal guardian of the minor. This

subsection does not apply to an inadvertent extension of credit

because of an overdraft from insufficient funds, returned checks or

deposits, or other shortages in a depository account resulting from

normal banking operations.
Okla. Stat. tit. 18, § 18-381.34 — OK Code / Title 18 / Section 18-381.34
Fidelity bonds - Waiver
Status: in_force

Every association must protect itself against loss of money or

property by or through any fraud, dishonesty, forgery or alteration,

larceny, theft, embezzlement, or other criminal act of any director,

officer, employee or agent, by a blanket bond covering all personnel

and agents or by individual fidelity bonds, issued by a corporate

surety. The amount and form of each such bond and sufficiency of

the surety thereon shall be subject to review and disapproval by the

State Banking Commissioner. The Commissioner may waive the bond

requirement, in whole or in part, upon a showing by the association

that such bonding is either unavailable, economically infeasible, or

an imprudent business decision. Such waiver shall be for a period

of time, to be stated in the Commissioner's order, not exceeding one

(1) year, subject to extension upon further application. The order

of the Commissioner waiving the bond requirement shall be

conditioned on the association continuing to seek an available,

economically feasible bond.

Oklahoma Statutes - Title 18. Corporations Page 43
Okla. Stat. tit. 18, § 18-438.17 — OK Code / Title 18 / Section 18-438.17
Consolidation of cooperatives
Status: in_force

Any two or more cooperatives (each of which is hereinafter

designated a "consolidating cooperative"), may consolidate into a

new cooperative (hereinafter designated the "new cooperative"), by

complying with the following requirements:

(a) The proposition for the consolidation of the consolidating

cooperatives into the new cooperative and proposed articles of

consolidation to give effect thereto shall be submitted to a meeting

of the members of each consolidating cooperative, the notice of

which shall have attached thereto a copy of the proposed articles of

consolidation;

(b) If the proposed consolidation and the proposed articles of

consolidation, with any amendments, are approved by the affirmative

vote of not less than two thirds of those members of each

consolidating cooperative voting thereon at each such meeting,

articles of consolidation in the form approved shall be executed and

acknowledged on behalf of each consolidating cooperative by its

president or vice president and its seal shall be affixed thereto

and attested by its secretary. The articles of consolidation shall

recite that they are executed pursuant to this act and shall state:

(1) the name of each consolidating cooperative and the address of

its principal office; (2) the name of the new cooperative and the

address of its principal office; (3) a statement that each

consolidating cooperative agrees to the consolidation; (4) the names

and addresses of the trustees of the new cooperative; (5) the terms

and conditions of the consolidation and the mode of carrying the

same into effect, including the manner in which members and

shareholders, if any, of the consolidating cooperatives may or shall

become members and shareholders, respectively, of the new

cooperative; (6) the purpose for which the cooperative is formed;

(7) the period of existence of the new cooperative, and may contain

any provisions not inconsistent with this act deemed necessary or

advisable for the conduct of the business of the new cooperative.

The president or vice president of each consolidating cooperative

executing such articles of consolidation 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, § 18-441-1001 — OK Code / Title 18 / Section 18-441-1001
Members’ contributions
Status: in_force

MEMBERS’ CONTRIBUTIONS. The organic rules must establish the

amount, manner, or method of determining any contribution

requirements for members or must authorize the board of directors to

establish the amount, manner, or other method of determining any

contribution requirements for members.
Okla. Stat. tit. 18, § 18-381.86 — OK Code / Title 18 / Section 18-381.86
Injunctions – Enforcement of orders
Status: in_force

A. Whenever a violation of this act by an association or any

officer, director or employee thereof is threatened or impending and

will cause substantial injury to the institution or to the

depositors, creditors, or stockholders thereof, the district court

of the county in which the association is located shall, upon the

suit of the State Banking Commissioner, issue an injunction

restraining such violation.

B. Whenever any corporation, not authorized to carry on

association business under this act, shall falsely act as an

association, or shall use an artificial or corporate name implying

it is a trust company, the district court of the county in which

lawful service is obtained shall, upon suit of the Commissioner,

issue an injunction restraining such act.

C. All orders of the Commissioner shall be enforced by the

district court of the district of domicile of the person or persons

to whom the order is directed.
Okla. Stat. tit. 18, § 18-441-208 — OK Code / Title 18 / Section 18-441-208
Filing fees
Status: in_force

FILING FEES. The filing fees for records filed under the

Uniform Limited Cooperative Association Act of 2009 by the Secretary

of State shall be:

1. For filing articles of organization, One Hundred Dollars

($100.00);

2. For filing an amendment to articles of organization or

restated articles of organization, Fifty Dollars ($50.00);

3. For filing articles of merger or conversion, One Hundred

Dollars ($100.00);

4. For filing a statement of change of a designated office,

agent for service of process, address of an agent for service of

process, or a statement of resignation of registered agent, Twenty-

five Dollars ($25.00);

5. For filing a name reservation or notice of transfer, Ten

Dollars ($10.00);

6. For filing an annual report, Fifty Dollars ($50.00);

7. For issuing a certificate of good standing, Twenty Dollars

($20.00);

8. For acting as registered agent, One Hundred Dollars

($100.00); and

9. For filing any other certificate, statement, notice or other

document for which a fee is not otherwise specified under the

Uniform Limited Cooperative Association Act of 2009, Fifty Dollars

($50.00).
Okla. Stat. tit. 18, § 18-2016 — OK Code / Title 18 / Section 18-2016
Managers - Duties - Good faith - Liability
Status: in_force

MANAGERS – DUTIES – GOOD FAITH – LIABILITY

Subject to the provisions of Section 2017 of this title:

1. A manager shall discharge the duties as a manager in good

faith, with the care an ordinary prudent person in a like position

could exercise under similar circumstances, and in the manner the

manager reasonably believes to be in the best interests of the

limited liability company;

2. In discharging the duties, a manager may rely on

information, opinions, reports or statements including financial

statements and other financial data, if prepared or presented by:

a. one or more employees of the limited liability company

whom the manager reasonably believes to be reliable

and competent in the matters presented,

b. legal counsel, public accountants, or other persons as

to matters the manager reasonably believes are within

the person’s professional or expert competence, or

c. a committee of managers of which the manager is not a

member if the manager reasonably believes the

committee merits confidence;

A manager is not acting in good faith if the manager has

knowledge concerning the matter in question that makes reliance

otherwise permitted by this paragraph unwarranted;

3. Unless otherwise provided in the operating agreement, a

manager has the power and authority to delegate to one or more other

persons any or all of the manager’s rights, powers and duties to

manage and control the business and affairs of the limited liability

company. Any delegation may be to the agents, officers and

Oklahoma Statutes - Title 18. Corporations Page 552

employees of a manager of the limited liability company, and by a

management agreement or another agreement with, or otherwise to,

other persons. A delegation may be irrevocable if it states that it

is irrevocable. The delegation by a manager shall not cause the

manager to cease to be a manager of the limited liability company or

cause the delegate to be a manager of the limited liability company.

No other provision of the Oklahoma Limited Liability Company Act

shall be construed to restrict a manager’s power and authority to

delegate any or all of the manager’s rights, powers and duties to

manage and control the business and affairs of the limited liability

company;

4. A manager is not liable for any action taken as a manager,

or any failure to take any action, if the manager performed the

duties of the office in compliance with the business judgment rule

as applied to directors and officers of a corporation; and

5. Except as otherwise provided in the articles of organization

or operating agreement, every manager must account to the limited

liability company and hold as trustee for it any profit or benefit

derived by the manager without the informed consent of the members

from any transaction connected with the conduct or winding up of the

limited liability company or from any personal use by the manager of

its property.
Okla. Stat. tit. 18, § 18-1044 — OK Code / Title 18 / Section 18-1044
Payment for Stock Not Paid in Full
Status: in_force

PAYMENT FOR STOCK NOT PAID IN FULL

The capital stock of a corporation shall be paid for in such

amounts and at such times as the directors may require. The

directors, from time to time, may demand payment, in respect of each

share of stock not fully paid, of such sum of money as the

necessities of the business, in the judgment of the board of

directors, may require, not exceeding in the whole the balance

remaining unpaid on such stock, and such sum so demanded shall be

paid to the corporation at such times and by such installments as

the directors shall direct. The directors shall give written notice

of the time and place of such payments, which notice shall be mailed

at least thirty (30) days before the time for such payment, to each

holder of or subscriber for stock which is not fully paid at his

last-known post office address.
Okla. Stat. tit. 18, § 18-552.21 — OK Code / Title 18 / Section 18-552.21
Attorney General Charitable Solicitations Enforcement
Status: in_force

Revolving Fund.

There is hereby created in the State Treasury a revolving fund

for the Office of the Attorney General to be designated the

"Attorney General Charitable Solicitations Enforcement Revolving

Fund". The fund shall be a continuing fund, not subject to fiscal

year limitations, and shall consist of all monies received by the

Office of the Attorney General from sources provided under this act

and any appropriations made by the Legislature. All monies accruing

to the credit of the fund are hereby appropriated and may be

budgeted and expended by the Attorney General in furtherance of its

duties under the provisions of the Oklahoma Solicitation of

Charitable Contributions Act. Expenditures from the fund shall be

made upon warrants issued by the State Treasurer against claims

Oklahoma Statutes - Title 18. Corporations Page 257

filed as prescribed by law with the Director of the Office of

Management and Enterprise Services for approval and payment.
Okla. Stat. tit. 18, § 18-812 — OK Code / Title 18 / Section 18-812
Professional relationship preserved
Status: in_force

This act does not alter any law applicable to the relationship

between a person rendering professional services and a person

receiving such services, including liability arising out of such

professional services.
Okla. Stat. tit. 18, § 18-441-1702 — OK Code / Title 18 / Section 18-441-1702
Relation to Electronic Signatures in Global and
Status: in_force

National Commerce Act.

RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL

COMMERCE ACT. The Uniform Limited Cooperative Association Act of

2009 modifies, limits, or supersedes the federal Electronic

Signatures in Global and National Commerce Act, 15 U.S.C., Section

7001 et seq., but does not modify, limit, or supersede Section

101(c) of that act, 15 U.S.C., Section 7001(c) or authorize

electronic delivery of any of the notices described in Section

103(b) of that act, 15 U.S.C., Section 7003(b).
Okla. Stat. tit. 18, § 18-422 — OK Code / Title 18 / Section 18-422
Articles of incorporation
Status: in_force

The incorporators shall sign and acknowledge, in the manner

required for the signing and acknowledgment of deeds, a certificate

of incorporation showing the following facts:

(1) The corporate name.

(2) The purpose of corporation.

(3) The amount of capital stock.

(4) The number of shares, and the par value of the shares into

which the capital stock is divided.

(5) The term of the corporate existence.

(6) The number of directors, not less than five and the names

and addresses of the incorporating directors who shall manage the

concerns of the corporation for the first corporate year.

(7) The name of the town or post office and the county where the

principal office or place of business of the corporation shall be

located.

(8) Any further provision, not inconsistent with law, which the

incorporators may deem expedient to be embodied in such certificate.
Okla. Stat. tit. 18, § 18-1028 — OK Code / Title 18 / Section 18-1028
Officers - Titles, Duties, Selection, Term - Failure to
Status: in_force

Elect - Vacancies.

OFFICERS; TITLES, DUTIES, SELECTION, TERM;

FAILURE TO ELECT; VACANCIES

A. Every corporation organized in accordance with the

provisions of the Oklahoma General Corporation Act shall have such

officers with such titles and duties as shall be stated in the

bylaws or in a resolution of the board of directors which is not

inconsistent with the bylaws and as may be necessary to enable it to

Oklahoma Statutes - Title 18. Corporations Page 340

sign instruments and stock certificates which comply with the

provisions of paragraph 2 of subsection A of Section 7 and Section

39 of this act. One of the officers shall have the duty to record

the proceedings of the meetings of the shareholders and directors in

a book to be kept for that purpose. Any number of offices may be

held by the same person unless the certificate of incorporation or

bylaws provide otherwise.

B. Officers shall be chosen in such manner and shall hold their

offices for such terms as are prescribed by the bylaws or determined

by the board of directors or other governing body. Each officer

shall hold his office until his successor is elected and qualified

or until his earlier resignation or removal. Any officer may resign

at any time upon written notice to the corporation.

C. The corporation may secure the fidelity of any or all of its

officers or agents by bond or otherwise.

D. A failure to elect officers shall not dissolve or otherwise

affect the corporation.

E. Any vacancy occurring in any office of the corporation by

death, resignation, removal or otherwise, shall be filled as the

bylaws provide. In the absence of such provision, the vacancy shall

be filled by the board of directors or other governing body.
Okla. Stat. tit. 18, § 18-441-818 — OK Code / Title 18 / Section 18-441-818
Standards of conduct and liability
Status: in_force

STANDARDS OF CONDUCT AND LIABILITY. Except as otherwise

provided in Section 85 of this act:

(1) The discharge of the duties of a director or member of a

committee of the board of directors is governed by the law

applicable to directors of entities organized under the Oklahoma

General Corporation Act; and

(2) The liability of a director or member of a committee of the

board of directors is governed by the law applicable to directors of

entities organized under the Oklahoma General Corporation Act.
Okla. Stat. tit. 18, § 18-1060 — OK Code / Title 18 / Section 18-1060
Voting rights of members of nonstock corporations -
Status: in_force

Quorum - Proxies.

VOTING RIGHTS OF MEMBERS OF NONSTOCK

CORPORATIONS; QUORUM; PROXIES

A. The provisions of Sections 1056 through 1059 and 1061 of

this title shall not apply to nonstock corporations, except that

subsections A and D of Section 1056 and subsections C, D and E of

Section 1057 of this title shall apply to nonstock corporations,

and, when so applied, all references therein to shareholders and to

the board of directors shall be deemed to refer to the members and

the governing body of a nonstock corporation, respectively; and all

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

deemed to refer to memberships of a nonprofit nonstock corporation

and to membership interests of any other nonstock corporation.

B. Unless otherwise provided for in the certificate of

incorporation or the bylaws of a nonstock corporation, and subject

to subsection F of this section, each member shall be entitled at

every meeting of members to one vote on each matter submitted to a

vote of members. A member may exercise such voting rights in person

or by proxy, but no proxy shall be voted on after three (3) years

from its date, unless the proxy provides for a longer period.

C. Unless otherwise provided for in the Oklahoma General

Corporation Act, the certificate of incorporation or bylaws of a

nonstock corporation may specify the number of members having voting

power who shall be present or represented by proxy at any meeting in

order to constitute a quorum for, and the votes that shall be

necessary for, the transaction of any business. In the absence of

such specification in the certificate of incorporation or bylaws of

a nonstock corporation:

1. One-third (1/3) of the members of the corporation shall

constitute a quorum at a meeting of the members;

2. In all matters other than the election of the governing body

of the corporation, the affirmative vote of a majority of the

members present in person or represented by proxy at the meeting and

entitled to vote on the subject matter shall be the act of the

members, unless the vote of a greater number is required by the

provisions of the Oklahoma General Corporation Act, the certificate

of incorporation or bylaws;

3. Members of the governing body shall be elected by a

plurality of the votes of the members of the corporation present in

person or represented by proxy at the meeting and entitled to vote;

and

4. When a separate vote by a class or group or classes or

groups is required, a majority of the members of such class or group

or classes or groups, present in person or represented by proxy,

shall constitute a quorum entitled to take action with respect to

that vote on that matter and, in all matters other than the election

Oklahoma Statutes - Title 18. Corporations Page 383

of members of the governing body, the affirmative vote of the

majority of the members of such class or group or classes or groups

present in person or represented by proxy at the meeting shall be

the act of such class or group or classes or groups.

D. If the election of the governing body of any nonstock

corporation shall not be held on the day designated by the bylaws,

the governing body shall cause the election to be held as soon

thereafter as convenient. The failure to hold such an election at

the designated time shall not work any forfeiture or dissolution of

the corporation, but the district court may summarily order such an

election to be held upon the application of any member of the

corporation. At any election pursuant to such order the persons

entitled to vote in such election who shall be present at such

meeting, either in person or by proxy, shall constitute a quorum for

such meeting, notwithstanding any provision of the certificate of

incorporation or the bylaws of the corporation to the contrary.

E. If authorized by the governing body, any requirement of a

written ballot shall be satisfied by a ballot submitted by

electronic transmission, provided that the electronic transmission

shall either set forth or be submitted with information from which

it can be determined that the electronic transmission was authorized

by the member or proxy holder.

F. Except as otherwise provided in the certificate of

incorporation, in the bylaws, or by resolution of the governing

body, the record date for any meeting or corporate action shall be

deemed to be the date of such meeting or corporate action; provided,

however, that no record date may precede any action by the governing

body fixing such record date.
Okla. Stat. tit. 18, § 18-1056 — OK Code / Title 18 / Section 18-1056
Meetings of shareholders
Status: in_force

MEETINGS OF SHAREHOLDERS

A. 1. Meetings of shareholders may be held at such place,

either within or without this state, as may be designated by or in

Oklahoma Statutes - Title 18. Corporations Page 377

the manner provided in the certificate of incorporation or bylaws

or, if not so designated, as determined by the board of directors.

If, pursuant to this paragraph or the certificate of incorporation

or the bylaws of the corporation, the board of directors is

authorized to determine the place of a meeting of shareholders, the

board of directors may, in its sole discretion, determine that the

meeting shall not be held at any place, but may instead be held

solely by means of remote communication as authorized by paragraph 2

of this subsection.

2. If authorized by the board of directors in its sole

discretion, and subject to such guidelines and procedures as the

board of directors may adopt, shareholders and proxyholders not

physically present at a meeting of shareholders may, by means of

remote communication:

a. participate in a meeting of shareholders, and

b. be deemed present in person and vote at a meeting of

shareholders whether the meeting is to be held at a

designated place or solely by means of remote

communication, provided that:

(1) the corporation shall implement reasonable

measures to verify that each person deemed

present and permitted to vote at the meeting by

means of remote communication is a shareholder or

proxyholder,

(2) the corporation shall implement reasonable

measures to provide such shareholders and

proxyholders a reasonable opportunity to

participate in the meeting and to vote on matters

submitted to the shareholders, including an

opportunity to read or hear the proceedings of

the meeting substantially concurrently with the

proceedings, and

(3) if any shareholder or proxyholder votes or takes

other action at the meeting by means of remote

communication, a record of the vote or other

action shall be maintained by the corporation.

B. 1. Unless directors are elected by written consent in lieu

of an annual meeting as permitted by this subsection, an annual

meeting of shareholders shall be held for the election of directors

on a date and at a time designated by or in the manner provided for

in the bylaws. Shareholders may, unless the certificate of

incorporation otherwise provides, act by written consent to elect

directors; provided, however, that if the consent is less than

unanimous, the action by written consent may be in lieu of holding

an annual meeting only if all of the directorships to which

directors could be elected at an annual meeting held at the

Oklahoma Statutes - Title 18. Corporations Page 378

effective time of the action are vacant and are filled by the

action.

2. Any other proper business may be transacted at the annual

meeting.

C. A failure to hold the annual meeting at the designated time

or to elect a sufficient number of directors to conduct the business

of the corporation shall not affect otherwise valid corporate acts

or work a forfeiture or dissolution of the corporation except as may

be otherwise specifically provided for in this act. If the annual

meeting for election of directors is not held on the date designated

therefor or action by written consent to elect directors in lieu of

an annual meeting has not been taken, the directors shall cause the

meeting to be held as soon as is convenient. If there is a failure

to hold the annual meeting or action by written consent to elect

directors in lieu of an annual meeting for a period of thirty (30)

days after the date designated for the annual meeting, or if no date

has been designated, for a period of thirteen (13) months after the

latest to occur of the organization of the corporation, its last

annual meeting, or the last action by written consent to elect

directors in lieu of an annual meeting, the district court may

summarily order a meeting to be held upon the application of any

shareholder or director. The shares of stock represented at the

meeting, either in person or by proxy, and entitled to vote thereat,

shall constitute a quorum for the purpose of the meeting,

notwithstanding any provision of the certificate of incorporation or

bylaws to the contrary. The district court may issue orders as may

be appropriate, including, without limitation, orders designating

the time and place of the meeting, the record date or dates for

determination of shareholders entitled to notice of the meeting and

to vote, and the form of notice of the meeting.

D. Special meetings of the shareholders may be called by the

board of directors or by the person or persons as may be authorized

by the certificate of incorporation or by the bylaws.

E. All elections of directors shall be by written ballot,

unless otherwise provided for in the certificate of incorporation;

if authorized by the board of directors, the requirement of a

written ballot shall be satisfied by a ballot submitted by

electronic transmission; provided that the electronic transmission

must either set forth or be submitted with information from which it

can be determined that the electronic transmission was authorized by

the shareholder or proxyholder.
Okla. Stat. tit. 18, § 18-2036 — OK Code / Title 18 / Section 18-2036
Events causing cessation of membership - Withdrawal -
Status: in_force

Death or incapacity.

EVENTS CAUSING CESSATION OF MEMBERSHIP; WITHDRAWAL;

DEATH OR INCAPACITY

A. A member has the power to withdraw as a member at any time,

rightfully or wrongfully. A withdrawal is wrongful if the operating

agreement does not specifically grant to the member a right to

withdraw or the member resigns from the member's managerial duties

in a member-managed limited liability company. The wrongful

withdrawal shall constitute a breach of the operating agreement and

the limited liability company may recover from the withdrawing

member damages, including the reasonable cost of replacing the

services that the withdrawn member was obligated to perform. The

limited liability company may offset its damages against the amount

otherwise distributable to the member, in addition to pursuing any

remedies provided for in the operating agreement or otherwise

available under applicable law. The limited liability company shall

not, however, be entitled to any equitable remedy that would prevent

a member from exercising the power to withdraw if such power is

permitted in the operating agreement withdrawing from the limited

liability company. Unless the operating agreement otherwise

provides, a member who has withdrawn shall be deemed an assignee

with respect to the interest.

B. If a member who is an individual dies or a court of

competent jurisdiction adjudges the member to be incompetent to

manage the member's person or property, the member's personal

representative shall have all of the rights of an assignee of the

member's interest. If a member is a corporation, trust or other

entity and is dissolved or terminated, the powers of that member may

be exercised by its personal representative.

C. If the sole member of a limited liability company dies or

dissolves, or a court of competent jurisdiction adjudges the member

to be incompetent or otherwise lacking legal capacity, the member's

personal representative accedes to the membership interest and

possesses all rights, powers and duties associated with the interest

for the benefit of the incompetent member or the deceased member's

estate.

D. The operating agreement may provide for the expulsion of a

member, with or without cause, which shall include reasonable

provision for the buyout of the member's capital interest.

Oklahoma Statutes - Title 18. Corporations Page 565
Okla. Stat. tit. 18, § 18-441-508 — OK Code / Title 18 / Section 18-441-508
Notice of members meeting
Status: in_force

NOTICE OF MEMBERS MEETING.

(a) A limited cooperative association shall notify each member

of the time, date, and place of a members meeting at least fifteen

(15) and not more than sixty (60) days before the meeting.

(b) Unless the articles of organization otherwise provide,

notice of an annual members meeting need not include any purpose of

the meeting.

(c) Notice of a special meeting of members must include each

purpose of the meeting as contained in the demand under paragraph

(3) or (4) of subsection (a) of Section 46 of this act or as voted

upon by the board of directors under paragraph (2) of subsection (a)

of Section 46 of this act.

(d) Notice of a members meeting must be given in a record

unless oral notice is reasonable under the circumstances.
Okla. Stat. tit. 18, § 18-1075.1 — OK Code / Title 18 / Section 18-1075.1
Voting procedures and inspectors of elections
Status: in_force

VOTING PROCEDURES AND INSPECTORS OF ELECTIONS

A. The corporation shall, in advance of any meeting of

shareholders, appoint one or more inspectors to act at the meeting

and make a written report thereof. The corporation may designate

one or more persons as alternate inspectors to replace any inspector

who fails to act. If no inspector or alternate is able to act at a

meeting of shareholders, the person presiding at the meeting shall

appoint one or more inspectors to act at the meeting. Each

Oklahoma Statutes - Title 18. Corporations Page 401

inspector, before entering upon the discharge of the duties of

inspector, shall take and sign an oath faithfully to execute the

duties of inspector with strict impartiality and according to the

best of the inspector’s ability.

B. The inspectors shall:

1. Ascertain the number of shares outstanding and the voting

power of each;

2. Determine the shares represented at a meeting and the

validity of proxies and ballots;

3. Count all votes and ballots;

4. Determine and retain for a reasonable period a record of the

disposition of any challenges made to any determination by the

inspectors; and

5. Certify their determination of the number of shares

represented at the meeting, and their count of all votes and

ballots.

The inspectors may appoint or retain other persons or entities to

assist the inspectors in the performance of the duties of the

inspectors.

C. The date and time of the opening and the closing of the

polls for each matter upon which the shareholders will vote at a

meeting shall be announced at the meeting. No ballot, proxies or

votes, nor any revocations thereof or changes thereto, shall be

accepted by the inspectors after the closing of the polls unless the

district court upon application by a shareholder shall determine

otherwise.

D. In determining the validity and counting of proxies and

ballots, the inspectors shall be limited to an examination of the

proxies, any envelopes submitted with those proxies, any information

provided in accordance with subsection E of Section 1056 or

paragraph 2 of subsection C of Section 1057 of this title, or any

information provided pursuant to divisions (1) or (3) of

subparagraph b of paragraph 2 of subsection A of Section 1056 of

this title, ballots and the regular books and records of the

corporation, except that the inspectors may consider other reliable

information for the limited purpose of reconciling proxies and

ballots submitted by or on behalf of banks, brokers, their nominees

or similar persons which represent more votes than the holder of a

proxy is authorized by the record owner to cast or more votes than

the shareholder holds of record. If the inspectors consider other

reliable information for the limited purpose permitted herein, the

inspectors at the time they make their certification pursuant to

paragraph 5 of subsection B of this section shall specify the

precise information considered by them including the person or

persons from whom they obtained the information, when the

information was obtained, the means by which the information was

Oklahoma Statutes - Title 18. Corporations Page 402

obtained and the basis for the inspectors’ belief that the

information is accurate and reliable.

E. Unless otherwise provided in the certificate of

incorporation or bylaws, this section shall not apply to a

corporation that does not have a class of voting stock that is:

1. Listed on a national securities exchange;

2. Authorized for quotation on an interdealer quotation system

of a registered national securities association; or

3. Held of record by more than 2,000 shareholders.
Okla. Stat. tit. 18, § 18-1014.2 — OK Code / Title 18 / Section 18-1014.2
Forum selection provisions
Status: in_force

FORUM SELECTION PROVISIONS

The certificate of incorporation or the bylaws may require,

consistent with applicable jurisdictional requirements, that any or

all internal corporate claims shall be brought solely and

exclusively in any or all of the courts in this state, and no

provision of the certificate of incorporation or the bylaws may

prohibit bringing such claims in the courts of this state.

"Internal corporate claims" means claims, including claims in the

right of the corporation, (a) that are based upon a violation of a

duty by a current or former director or officer or shareholder in

such capacity, or (b) as to which this title confers jurisdiction

upon the district court.

Oklahoma Statutes - Title 18. Corporations Page 321
Okla. Stat. tit. 18, § 18-437.12 — OK Code / Title 18 / Section 18-437.12
Consolidation
Status: in_force

Any two or more cooperatives, each of which is hereinafter

designated a "consolidating cooperative", may consolidate into a new

cooperative, hereinafter designated the "new cooperative", by

complying with the following requirements:

(a) The proposition for the consolidation of the consolidating

cooperatives into the new cooperative and proposed articles of

Oklahoma Statutes - Title 18. Corporations Page 114

consolidation to give effect thereto shall be first approved by the

board of trustees of each consolidating cooperative. The proposed

articles of consolidation shall recite in the caption that they are

executed pursuant to this act and shall state: (1) The name of each

consolidating cooperative, the address of its principal office, and

the date of the filing of its articles of incorporation in the

office of the Secretary of State; (2) the name of the new

cooperative and the address of its principal office; (3) the names

and addresses of the persons who shall constitute the first board of

trustees of the new cooperative; (4) the terms and conditions of the

consolidation and the mode of carrying the same into effect,

including the manner and basis of converting memberships in each

consolidating cooperative into memberships in the new cooperative

and the issuance of certificates of membership in respect of such

converted memberships; and (5) any provisions not inconsistent with

this act deemed necessary or advisable for the conduct of the

business and affairs of the new cooperative;

(b) The proposition for the consolidation of the consolidating

cooperatives into the new cooperative and the proposed articles of

consolidation approved by the board of trustees of each

consolidating cooperative shall then be submitted to a vote of the

members thereof at any annual or special meeting thereof, the notice

of which shall set forth full particulars concerning the proposed

consolidation. The proposed consolidation and the proposed articles

of consolidation shall be deemed to be approved upon the affirmative

vote of not less than two-thirds of those members of each

consolidating cooperative voting thereon at such meeting; and

(c) Upon such approval by the members of the respective

consolidation cooperatives, articles of consolidation in the form

approved shall be executed and acknowledged on behalf of each

consolidating cooperative by its president or vice president and its

seal shall be affixed thereto and attested by its secretary. The

president or vice president of each consolidating cooperative

executing such articles of consolidation shall also make and annex

thereto an affidavit stating that the provisions of this section

were duly complied with by such cooperative. Such articles of

consolidation and affidavits shall be submitted to the Secretary of

State for filing as provided in this act.
Okla. Stat. tit. 18, § 18-1137 — OK Code / Title 18 / Section 18-1137
Actions By and Against Unqualified Foreign Corporations
Status: in_force

ACTIONS BY AND AGAINST UNQUALIFIED FOREIGN CORPORATIONS

A. A foreign corporation which is required to comply with the

provisions of Sections 130 and 131 of this act and which has done

business in this state without authority shall not maintain any

action or special proceeding in this state unless and until such

corporation has been authorized to do business in this state and has

paid to the state all fees, penalties and franchise taxes for the

years or parts thereof during which it did business in this state

without authority. This prohibition shall not apply to any

successor in interest of such foreign corporation.

B. The failure of a foreign corporation to obtain authority to

do business in this state shall not impair the validity of any

contract or act of the foreign corporation or the right of any other

party to the contract to maintain any action or special proceeding

thereon, and shall not prevent the foreign corporation from

defending any action or special proceeding in this state.
Okla. Stat. tit. 18, § 18-441-202 — OK Code / Title 18 / Section 18-441-202
Signing and filing of records pursuant to judicial
Status: in_force

order.

SIGNING AND FILING OF RECORDS PURSUANT TO JUDICIAL ORDER.

(a) If a person required by the Uniform Limited Cooperative

Association Act of 2009 to sign or deliver a record to the Secretary

of State for filing does not do so, the district court of the county

where the association’s principal office is located, or if the

association does not have a principal office in this state, where

its designated office in this state is located, upon petition of an

aggrieved person, may order:

(1) The person to sign the record and deliver it to the

Secretary of State for filing; or

(2) Delivery of the unsigned record to the Secretary of State

for filing.

(b) An aggrieved person under subsection (a) of this section,

other than the limited cooperative association or foreign

cooperative to which the record pertains, shall make the association

or foreign cooperative a party to the action brought to obtain the

order.

(c) An unsigned record filed pursuant to this section is

effective.
Okla. Stat. tit. 18, § 18-441-401 — OK Code / Title 18 / Section 18-441-401
Authority to amend organic rules
Status: in_force

AUTHORITY TO AMEND ORGANIC RULES.

(a) A limited cooperative association may amend its organic

rules under this article for any lawful purpose. In addition, the

initial board of directors may amend the bylaws of an association

under Section 32 of this act.

(b) Unless the organic rules otherwise provide, a member does

not have a vested property right resulting from any provision in the

organic rules, including a provision relating to the management,

control, capital structure, distribution, entitlement, purpose, or

duration of the limited cooperative association.
Okla. Stat. tit. 18, § 18-1209 — OK Code / Title 18 / Section 18-1209
Liability – Benefit enforcement proceeding
Status: in_force

A. Except in a benefit enforcement proceeding, no person shall

bring an action or assert a claim against a benefit corporation or

its directors or officers with respect to:

1. Failure to pursue or create general public benefit or a

specific public benefit set forth in its certificate of

incorporation; or

2. Violation of an obligation, duty or standard of conduct

under the Oklahoma Benefit Corporation Act or the Oklahoma Banking

Code.

B. A benefit corporation shall not be liable for monetary

damages under the Oklahoma Benefit Corporation Act or the Oklahoma

Banking Code for any failure of the benefit corporation to pursue or

create general public benefit or a specific public benefit.

C. A benefit enforcement proceeding may be commenced or

maintained only:

1. Directly by the benefit corporation; or

2. Derivatively in accordance with the Oklahoma General

Corporation Act or the Oklahoma Banking Code, as applicable, by:

a. a person or group of persons that owned beneficially

or of record at least two percent (2%) of the total

number of shares of a class or series outstanding at

the time of the act or omission complained of,

b. a director,

Oklahoma Statutes - Title 18. Corporations Page 535

c. a person or group of persons that owned beneficially

or of record five percent (5%) or more of the

outstanding equity interests in an entity of which the

benefit corporation is a subsidiary at the time of the

act or omission complained of, or

d. other persons as specified in the certificate of

incorporation or bylaws of the benefit corporation.

D. For purposes of this section, a person is the beneficial

owner of shares or equity interests if the shares or equity

interests are held in a voting trust or by a nominee on behalf of

the beneficial owner.
Okla. Stat. tit. 18, § 18-438.8 — OK Code / Title 18 / Section 18-438.8
Bylaws
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 126

The board of trustees shall adopt the first bylaws of a

cooperative to be adopted following an incorporation, conversion,

combined consolidation and conversion, merger or consolidation.

Thereafter the members shall adopt, amend or repeal the bylaws by

the affirmative vote of a majority of those members voting thereon

at a meeting of the members. The bylaws shall set forth the rights

and duties of members, trustees and shareholders, if any, 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, § 18-564.2 — OK Code / Title 18 / Section 18-564.2
Association, etc. of same denomination or creed to have
Status: in_force

jurisdiction.

If there is no superior body, presbytery, synod, conference,

diocese, convention, or other ecclesiastical body having

jurisdiction to take charge of, protect and preserve such property,

then, any statewide religious association, organization, society, or

corporation of the same or similar denomination, faith, creed,

practice or doctrine, shall have and is hereby given jurisdiction to

take charge of and preserve such property.
Okla. Stat. tit. 18, § 18-1086 — OK Code / Title 18 / Section 18-1086
Merger or consolidation of domestic stock and nonstock
Status: in_force

corporations.

MERGER OR CONSOLIDATION OF DOMESTIC STOCK

AND NONSTOCK CORPORATIONS

A. Any one or more domestic nonstock corporations, whether or

not organized for profit, may merge or consolidate with one or more

domestic stock corporations, whether or not organized for profit.

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, 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

constituent corporation or the resulting corporation may be

Oklahoma Statutes - Title 18. Corporations Page 437

organized for profit or not organized for profit and may be a stock

corporation or a nonstock corporation.

B. The board of directors of each stock corporation which

desires to merge or consolidate and the governing body of each

nonstock corporation which desires to merge or consolidate shall

adopt a resolution approving an agreement of merger or

consolidation. The agreement shall state:

1. The terms and conditions of the merger or consolidation;

2. The mode carrying the same into effect;

3. In the case of a merger, such amendments or changes in the

certificate of incorporation of the surviving corporation as are

desired to be effected by the merger, which amendments or changes

may amend and restate the certificate of incorporation of the

surviving corporation in its entirety, or, if no such amendments or

changes are desired, a statement that the certificate of

incorporation of the surviving corporation shall be its certificate

of incorporation;

4. In the case of a consolidation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the agreement;

5. The manner, if any, of converting the shares of stock of a

stock corporation and the memberships or membership interests of a

nonstock corporation into shares or other securities of a stock

corporation or memberships or membership interests of a nonstock

corporation surviving or resulting from such merger or

consolidation, or of canceling some or all of the shares or

memberships or membership interests, and if any shares of any such

stock corporation or memberships or membership interests of any such

nonstock corporation are not to remain outstanding, to be converted

solely into shares or other securities of the stock corporation or

memberships or membership interests of the nonstock corporation

surviving or resulting from such merger or consolidation, or to be

canceled, the cash, property, rights or securities of any other

corporation or entity which the holders of shares of any such stock

corporation or memberships or membership interests of any such

nonstock corporation are to receive in exchange for, or upon

conversion of such shares or memberships or membership interests,

and the surrender of any certificates evidencing them, which cash,

property, rights or securities of any other corporation or entity

may be in addition to or in lieu of shares or other securities of

any stock corporation or memberships or membership interests of any

nonstock corporation surviving or resulting from such merger or

consolidation; and

6. Such other details or provisions as are deemed desirable

including, without limiting the generality of the foregoing, a

provision for the payment of cash in lieu of the issuance or

recognition of fractional shares, rights or other securities of any

Oklahoma Statutes - Title 18. Corporations Page 438

other corporation or entity the shares, rights or other securities

of which are to be received in the merger or consolidation, or for

some other arrangement with respect thereto, consistent with Section

1036 of this title.

C. Any of the terms of the agreement of merger or consolidation

may be made dependent upon facts ascertainable outside of such

agreement, provided that the manner in which such facts shall

operate upon the terms of the agreement is clearly and expressly set

forth in the agreement of merger or consolidation. The term

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

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

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

D. The agreement, required by subsection B of this section in

the case of each constituent stock corporation, shall be adopted,

approved, certified, executed and acknowledged by each constituent

corporation in the same manner as is provided for in Section 1081 of

this title and, in the case of each constituent nonstock

corporation, shall be adopted, approved, certified, executed and

acknowledged by each of said constituent corporations in the same

manner as is provided for in Section 1084 of this title. The

agreement shall be filed and shall become effective for all purposes

of the laws of this state when and as provided for in Section 1081

of this title with respect to the merger of stock corporations of

this state. Insofar as they may be applicable, the provisions of

paragraphs 1 through 7 of subsection C of Section 1081 of this title

shall apply to a merger under this section, and the reference

therein to "shareholder" shall be deemed to include "member"

hereunder.

E. The provisions of subsection E of Section 1081 of this title

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

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. 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.

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

shall apply to a merger 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 of a constituent corporation shall be deemed to be

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

the corporation, and to memberships or membership interests, as

applicable, respectively.

G. 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

Oklahoma Statutes - Title 18. Corporations Page 439

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, § 18-441-1402 — OK Code / Title 18 / Section 18-441-1402
Application for certificate of authority
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 221

APPLICATION FOR CERTIFICATE OF AUTHORITY.

(a) A foreign cooperative may apply for a certificate of

authority by delivering an application to the Secretary of State for

filing. The application must state:

(1) The name of the foreign cooperative and, if the name does

not comply with Section 11 of this act, an alternative name adopted

pursuant to Section 126 of this act;

(2) The name of the state or other jurisdiction under whose law

the foreign cooperative is organized;

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

the principal office and, if the law of the jurisdiction under which

the foreign cooperative is organized requires the foreign

cooperative to maintain another office in that jurisdiction, the

street address and, if different, mailing address of the required

office;

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

the foreign cooperative’s designated office in this state, and the

name of the foreign cooperative’s agent for service of process at

the designated office; and

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

of each of the foreign cooperative’s current directors and officers.

(b) A foreign cooperative shall deliver with a completed

application under subsection (a) of this section a certificate of

good standing or a similar record signed by the Secretary of State

or other official having custody of the foreign cooperative’s

publicly filed records in the state or other jurisdiction under

whose law the foreign cooperative is organized.
Okla. Stat. tit. 18, § 18-381.8a — OK Code / Title 18 / Section 18-381.8a
Preservation of documents – Electronically stored or
Status: in_force

imaged documents or reproductions.

All documents which the Oklahoma State Banking Department is

required, by any provision of this act or by any other statute or

rule of this state, to retain or preserve in its possession may be

retained and preserved, in lieu of retention of the original records

or copies, in an electronic format and stored by electronic imaging

or otherwise so that the documents may be reproduced later. Any

such electronically stored or imaged document or reproduction shall

have the same force and effect as the original document and be

admitted in evidence as if such document was the original.
Okla. Stat. tit. 18, § 18-951 — OK Code / Title 18 / Section 18-951
Prohibition on forming - Exceptions
Status: in_force

A. It is hereby declared to be the public policy of this state

and shall be the prohibition of this act that, notwithstanding the

provisions of Section 5 of this act, no foreign corporation shall be

formed or licensed under the Oklahoma General Corporation Act for

the purpose of engaging in farming or ranching or for the purpose of

owning or leasing any interest in land to be used in the business of

farming or ranching. A domestic corporation may, however, be formed

under the Oklahoma General Corporation Act to engage in such

activity if the following requirements are met by that domestic

corporation:

1. There shall be no shareholders other than (a) natural

persons; (b) estates; (c) trustees of trusts for the benefit of

natural persons, if such trustees are either (i) natural persons or

(ii) banks or trust companies which either have their principal

place of business in Oklahoma or are organized under the laws of the

State of Oklahoma; or (d) corporations owned by no shareholders

other than those described in paragraph 1 (a), (b) or (c) of this

section and meeting the requirements of paragraph 3 of this section.

2. Not more than thirty-five percent (35%) of the corporation's

annual gross receipts shall be from any source other than (a)

farming or ranching or both, as the case may be, or (b) allowing

others to extract from the corporate lands any minerals underlying

the same, including, but not limited to, oil and gas. Provided,

however, in the event a corporation does not comply with the thirty-

five percent (35%) annual gross receipt test, then, in that event

the corporation may furnish records of its gross receipts for each

of the previous five (5) years, or for each year that it has been in

existence if less than five (5) years, and the average of said

annual gross receipts shall be used in lieu of the corporation's

annual gross receipts for purposes of complying with this section.

3. Except as otherwise provided in this paragraph, there shall

not be more than ten shareholders unless said shareholders in excess

of ten are related as lineal descendants or are or have been related

by marriage to lineal descendants or persons related to lineal

descendants by adoption or any combination of same. For a

corporation incorporated for the purpose of breeding horses, there

shall not be more than twenty-five shareholders.

4. Certificates of incorporation for domestic corporations

which intend to engage in farming or ranching or owning or leasing

any interest in land to be used in the business of farming or

Oklahoma Statutes - Title 18. Corporations Page 290

ranching shall initially be approved by the State Board of

Agriculture concerning the purpose prior to filing in the office of

the Secretary of State. No stated purpose is to be disapproved by

the Board of Agriculture unless such stated purpose violates

existing civil or criminal code.

B. The Secretary of State shall provide the State Department of

Agriculture a list of corporations registering in the state that

list farming or ranching or owning or leasing any interest in land

to be used in the business of farming or ranching at least weekly.
Okla. Stat. tit. 18, § 18-2021 — OK Code / Title 18 / Section 18-2021
Records required to be kept - Member access to
Status: in_force

information - Managers may inspect and copy records.

A. Unless otherwise provided in a written operating agreement,

a limited liability company shall keep at its principal place of

business the following:

1. A current and a past list of the full name and last-known

mailing address of each member and manager;

2. Copies of records that would enable a member to determine

the relative voting rights of the members;

3. A copy of the articles of organization, together with any

amendments thereto;

4. Copies of the limited liability company's federal, state and

local income tax returns and financial statements, if any, for the

three most recent years or, if such returns and statements were not

prepared for any reason, copies of the information and statements

provided to, or which should have been provided to, the members to

enable them to prepare their federal state and local tax returns for

such period;

5. Copies of any effective written operating agreements and all

amendments thereto and copies of any written operating agreements no

longer in effect; and

6. Unless provided in writing in an operating agreement, a

writing setting out:

a. the amount of cash and a statement of the agreed value

of other property or services contributed by each

member and the times at which or events upon the

happening of which any additional contributions agreed

to be made by each member are to be made, and

b. the events upon the happening of which the limited

liability company is to be dissolved and its affairs

wound up, and

Oklahoma Statutes - Title 18. Corporations Page 557

c. any other information prepared pursuant to a

requirement in an operating agreement.

B. A member, for any purpose reasonably related to the member's

interest, may:

1. At the member's own expense, inspect and copy any limited

liability company record upon reasonable request during ordinary

business hours;

2. Obtain from time to time upon reasonable demand:

a. true and complete information regarding the state of

the business and financial condition of the limited

liability company,

b. promptly after becoming available, a copy of the

limited liability company's state and local income tax

returns for each year, and

c. other information regarding the affairs of the limited

liability company as is just and reasonable; and

3. Have a formal accounting of the limited liability company's

affairs whenever circumstances render it just and reasonable.

C. A manager, for any purpose reasonably related to his

position, may inspect and copy any limited liability company records

upon reasonable request during ordinary business hours.

D. Failure of the limited liability company to keep or maintain

any of the records or information required pursuant to this section

shall not be grounds for imposing liability on any person for the

debts and obligations of the limited liability company.
Okla. Stat. tit. 18, § 18-2014 — OK Code / Title 18 / Section 18-2014
Managers - Election – Removal - Resignation
Status: in_force

MANAGERS – ELECTION – REMOVAL – RESIGNATION

Unless otherwise provided in the articles of organization or

operating agreement:

1. The election of managers shall be by majority vote of the

members;

2. Any or all managers may be removed, with or without cause,

by the written consent of the members; and

3. A manager may resign in accordance with the operating

agreement or, if the operating agreement does not provide for the

manager’s resignation, upon notice to the limited liability company.
Okla. Stat. tit. 18, § 18-441-1007 — OK Code / Title 18 / Section 18-441-1007
Limitations on distributions
Status: in_force

LIMITATIONS ON DISTRIBUTIONS.

(a) A limited cooperative association may not make a

distribution if, after the distribution:

(1) The association would not be able to pay its debts as they

become due in the ordinary course of the association’s activities;

or

(2) The association’s assets would be less than the sum of its

total liabilities.

(b) A limited cooperative association may base a determination

that a distribution is not prohibited under subsection (a) of this

section on financial statements prepared on the basis of accounting

practices and principles that are reasonable in the circumstances or

on a fair valuation or other method that is reasonable in the

circumstances.

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

section, the effect of a distribution allowed under subsection (b)

of this section is measured:

(1) In the case of distribution by purchase, redemption, or

other acquisition of financial rights in the limited cooperative

association, as of the date money or other property is transferred

or debt is incurred by the association; and

(2) In all other cases, as of the date:

(A) the distribution is authorized, if the payment occurs

not later than one hundred twenty (120) days after

that date; or

(B) the payment is made, if payment occurs more than one

hundred twenty (120) days after the distribution is

authorized.

Oklahoma Statutes - Title 18. Corporations Page 208

(d) If indebtedness is issued as a distribution, each payment

of principal or interest on the indebtedness is treated as a

distribution, the effect of which is measured on the date the

payment is made.

(e) For purposes of this section, “distribution” does not

include reasonable amounts paid to a member in the ordinary course

of business as payment or compensation for commodities, goods, past

or present services, or reasonable payments made in the ordinary

course of business under a bona fide retirement or other benefits

program.
Okla. Stat. tit. 18, § 18-2012.2 — OK Code / Title 18 / Section 18-2012.2
Operating agreement of LLC
Status: in_force

OPERATING AGREEMENT OF LLC

A. The operating agreement of the limited liability company

governs generally:

1. Relations among the members as members and between the

members and the limited liability company;

2. The rights and duties under the Oklahoma Limited Liability

Company Act of a person in the capacity of manager;

3. The activities of the company and the conduct of those

activities; and

Oklahoma Statutes - Title 18. Corporations Page 549

4. The means and conditions for amending the operating

agreement.

If the operating agreement does not otherwise provide, the

Oklahoma Limited Liability Company Act governs the matter. The

operating agreement may not vary the rights, privileges, duties and

obligations imposed specifically under the Oklahoma Limited

Liability Company Act.

B. A limited liability company, including any protected series

or registered series thereof, is bound by its operating agreement

regardless of whether it executes the operating agreement. A member

or manager of a limited liability company, or any protected series

or registered series thereof, or an assignee of a capital interest

is bound by the operating agreement regardless of whether the

member, manager or assignee executes the operating agreement.

C. An operating agreement of a limited liability company having

only one member is not unenforceable because there is only one

person who is a party to the operating agreement.

D. The obligations of a limited liability company and its

members to an assignee or dissociated member are governed by the

operating agreement. Subject only to any court order to effectuate

a charging order, an amendment to the operating agreement made after

a person becomes an assignee or dissociated member is effective with

regard to any debt, obligation, or other liability of the limited

liability company or its members to the assignee or dissociated

member.

E. If an operating agreement does not provide for the manner in

which it may be amended, the operating agreement may be amended with

the approval of members holding a majority of the membership

interest entitled to vote.
Okla. Stat. tit. 18, § 18-441-201 — OK Code / Title 18 / Section 18-441-201
Signing of records delivered for filing to Secretary
Status: in_force

of State.

SIGNING OF RECORDS DELIVERED FOR FILING TO SECRETARY OF STATE.

(a) A record delivered to the Secretary of State for filing

pursuant to the Uniform Limited Cooperative Association Act of 2009

must be signed as follows:

(1) The initial articles of organization must be signed by at

least one organizer.

(2) A statement of cancellation under subsection (d) of Section

30 of this act must be signed by at least one organizer.

(3) Except as otherwise provided in paragraph (4) of this

subsection, a record signed on behalf of an existing limited

cooperative association must be signed by an officer.

(4) A record filed on behalf of a dissolved association must be

signed by a person winding up activities under Section 107 of this

act or a person appointed under Section 107 of this act to wind up

those activities.

(5) Any other record must be signed by the person on whose

behalf the record is delivered to the Secretary of State.

(b) Any record to be signed under the Uniform Limited

Cooperative Association Act of 2009 may be signed by an authorized

agent.
Okla. Stat. tit. 18, § 18-441-1301 — OK Code / Title 18 / Section 18-441-1301
Derivative action
Status: in_force

DERIVATIVE ACTION. A member may maintain a derivative action to

enforce a right of a limited cooperative association if:

(1) The member demands that the association bring an action to

enforce the right; and

(2) Any of the following occur:

(A) the association does not, within ninety (90) days

after the member makes the demand, agree to bring the

action;

(B) the association notifies the member that it has

rejected the demand;

(C) irreparable harm to the association would result by

waiting ninety (90) days after the member makes the

demand; or

(D) the association agrees to bring an action demanded and

fails to bring the action within a reasonable time.
Okla. Stat. tit. 18, § 18-381.10 — OK Code / Title 18 / Section 18-381.10
Certificate of authority
Status: in_force

No association or foreign association shall transact business or

operate in this state without a certificate of authority issued by

the State Banking Commissioner.

Oklahoma Statutes - Title 18. Corporations Page 25
Okla. Stat. tit. 18, § 18-441-105 — OK Code / Title 18 / Section 18-441-105
Purpose and duration of limited cooperative
Status: in_force

association.

PURPOSE AND DURATION OF LIMITED COOPERATIVE ASSOCIATION.

(a) A limited cooperative association is an entity distinct

from its members.

(b) A limited cooperative association may be organized for any

lawful purpose, whether or not for profit except for supplying

electric energy or natural gas in rural areas. A cooperative

organized for the purpose of supplying electric energy and promoting

and extending the use thereof in rural areas must be organized under

the Rural Electric Cooperative Act.

(c) Unless the articles of organization state a term for a

limited cooperative association’s existence, the association has

perpetual duration.