Okla. Stat. tit. 18, § 18-2055.3 — OK Code / Title 18 / Section 18-2055.3
Reinstatement of a limited liability company or
Status: in_force

registered series.

REINSTATEMENT OF A LIMITED LIABILITY COMPANY OR REGISTERED SERIES

A. A domestic limited liability company or registered series

not in good standing for failure to file an annual certificate and

pay the annual certificate fees or registered agent fees, including

a domestic limited liability company or registered series whose

articles of organization or registered series have been canceled

under subsection B of Section 2012.1 of this title, or a foreign

limited liability company or registered series whose registration

was withdrawn for failure to file an annual certificate and pay the

annual certificate fees or registered agent fees may apply to the

Secretary of State for reinstatement by:

Oklahoma Statutes - Title 18. Corporations Page 617

1. Filing all delinquent annual certificates with the Secretary

of State and paying all delinquent annual certificate fees or paying

all delinquent registered agent fees to the Secretary of State; and

2. Filing an application for reinstatement with the Secretary

of State stating its name at the time it ceased to be in good

standing or was withdrawn, the date it ceased to be in good standing

or was withdrawn, and its current name, if its name at the time it

ceased to be in good standing or was withdrawn is no longer

available under Section 2008 or 2045 of this title.

If the Secretary of State determines that the application

contains the required information, the information is correct, all

delinquent certificates or other filings are submitted, all

delinquent fees are paid, and the name satisfies the requirements of

Section 2008 or 2045 of this title, the Secretary of State shall

accept the application for reinstatement and issue a certificate of

reinstatement in the manner provided in Section 2007 of this title

for domestic limited liability companies, Section 14 of this act for

domestic registered series, or Section 2044 of this title for

foreign limited liability companies or foreign registered series.

If the limited liability company or registered series is required to

change its name because its name at the time it ceased to be in good

standing or was withdrawn is no longer available, acceptance of the

reinstatement shall constitute an amendment to the domestic limited

liability company’s articles of organization or the domestic

registered series’ articles of registered series to change its name

or the adoption of a fictitious name by the foreign limited

liability company or registered series, as applicable. The

application for reinstatement may amend the articles of organization

of the domestic limited liability company or the articles of

registered series of the registered series or the application for

registration of the foreign limited liability company or registered

series, subject in either case to the payment of the additional fee

required in Section 2055 of this title for amendments; provided,

that the application may not extend the term of a limited liability

company or registered series that had expired before the application

for reinstatement. For purposes of this section, a foreign limited

liability company or registered series applying for reinstatement is

deemed to have done business continually in the state following the

administrative withdrawal.

B. When reinstatement under this section has become effective,

the reinstatement relates back to and takes effect as if the

domestic limited liability company or registered series had never

ceased to be in good standing and as if its articles of organization

or articles of registered series, as the case may be, had never been

canceled, or as if the foreign limited liability or registered

series registration was never withdrawn.

Oklahoma Statutes - Title 18. Corporations Page 618

C. The failure of a domestic limited liability company or

registered series or foreign limited liability company or registered

series to file an annual certificate and pay an annual certificate

fee or a registered agent fee to the Secretary of State shall not

impair the validity on any contract, deed, mortgage, security

interest, lien or act of the domestic limited liability company or

registered series or foreign limited liability company or registered

series or prevent the domestic limited liability company or

registered series or foreign limited liability company or registered

series from defending any action, suit or proceeding with any court

of this state.

D. All real and personal property, and all rights and

interests, which belonged to the domestic limited liability company

or registered series at the time its articles of organization or

articles of registered series, as the case may be, were canceled or

which were acquired by the limited liability company or registered

series after cancellation, and which were not disposed of before its

reinstatement, shall be vested in the limited liability company or

registered series after its reinstatement as fully as they were held

by the limited liability company or registered series at, and after,

as the case may be, the time its articles of organization or

articles of registered series were canceled.

E. A member or manager of a domestic limited liability company

or registered series or foreign limited liability company or

registered series is not liable for the debts, obligations or

liabilities of the domestic limited liability company or registered

series or foreign limited liability company or registered series

solely by reason of the failure of the domestic limited liability

company or registered series or foreign limited liability company or

registered series to file an annual certificate and pay an annual

certificate fee or a registered agent fee to the Secretary of State

or by reason of the domestic limited liability company or registered

series ceasing to be in good standing or its articles of

organization or articles of registered series being canceled or the

foreign limited liability company or registered series ceasing to be

duly registered.
Okla. Stat. tit. 18, § 18-1144-1 — OK Code / Title 18 / Section 18-1144-1
International corporation agents — Filing and payment
Status: in_force

of fees required before certain acts.

A. As used in this section:

Oklahoma Statutes - Title 18. Corporations Page 519

1. "Completed filing" means a form developed and made available

by the Secretary of State of this state, completed accurately in its

entirety; and

2. "International corporation agent" means:

a. an individual representing the interests of a

corporation or a business entity incorporated or

headquartered outside the United States of America, or

b. an individual representing the interests of a

corporation or a business entity with a fifty-one

percent (51%) or greater interest owned or controlled

by a corporation or a business entity incorporated,

headquartered, or domiciled outside the United States

of America.

For purposes of this definition, "representing" means taking

efforts on behalf of the international corporation in exchange for

compensation.

B. Except for those covered under the provisions of a national

security agreement with the Committee on Foreign Investments in the

United States (CFIUS), no individual shall advocate:

1. To influence the laws of this state as they apply to an

associated international corporation; or

2. For funding from this state that would benefit an associated

international corporation,

until such individual shall have paid to the Secretary of State of

this state the fees prescribed in Section 1142 of Title 18 of the

Oklahoma Statutes, and shall have filed with the Secretary of State

of this state a completed filing, as an international corporation

agent under the provisions of this section.

C. The Secretary of State shall develop a filing form and make

it available to the public to facilitate compliance with the

provisions of this section. Such form shall include, but not be

limited to, the name of such international corporation being

advocated for and the time period for which such advocation is to

occur.

D. The Secretary of State may promulgate rules, develop forms,

and implement procedures as necessary to execute the provisions of

this section.Oklahoma Statutes - Title 18. Corporations Page 16
Okla. Stat. tit. 18, § 18-1006v1 — OK Code / Title 18 / Section 18-1006v1
Certificate of incorporation - contents
Status: reserved

CERTIFICATE OF INCORPORATION; CONTENTS

A. The certificate of incorporation shall set forth:

1. The name of the corporation which shall contain one of the

words “association”, “company”, “corporation”, “club”, “foundation”,

“fund”, “incorporated”, “institute”, “society”, “union”,

“syndicate”, or “limited” or abbreviations thereof, with or without

punctuation, or words or abbreviations thereof, with or without

punctuation, of like import of foreign countries or jurisdictions;

provided that such abbreviations are written in Roman characters or

letters, and which shall be such as to distinguish it upon the

records in the Office of the Secretary of State from:

a. names of other corporations, whether domestic or

foreign, then existing or which existed at any time

during the preceding three (3) years,

b. names of partnerships whether general or limited, or

domestic or foreign, then in good standing or

registered or which were in good standing or

registered at any time during the preceding three (3)

years,

c. names of limited liability companies, whether domestic

or foreign, then in good standing or registered or

which were in good standing or registered at any time

during the preceding three (3) years,

d. names of registered series of a limited liability

company,

e. trade names or fictitious names filed with the

Secretary of State, or

f. names of corporations, limited liability companies,

limited partnerships, or registered series of limited

liability companies reserved with the Secretary of

State;

2. The address, including the street, number, city and postal

code, of the corporation’s registered office in this state, and the

name of the corporation’s registered agent at such address;

3. The nature of the business or purposes to be conducted or

promoted. It shall be sufficient to state, either alone or with

other businesses or purposes, that the purpose of the corporation is

to engage in any lawful act or activity for which corporations may

be organized under the general corporation law of Oklahoma, and by

such statement all lawful acts and activities shall be within the

purposes of the corporation, except for express limitations, if any;

4. If the corporation is to be authorized to issue only one

class of stock, the total number of shares of stock which the

corporation shall have authority to issue and the par value of each

Oklahoma Statutes - Title 18. Corporations Page 299

of such shares, or a statement that all such shares are to be

without par value. If the corporation is to be authorized to issue

more than one class of stock, the certificate of incorporation shall

set forth the total number of shares of all classes of stock which

the corporation shall have authority to issue and the number of

shares of each class, and shall specify each class the shares of

which are to be without par value and each class the shares of which

are to have par value and the par value of the shares of each such

class. The provisions of this paragraph shall not apply to

corporations which are not organized for profit and which are not to

have authority to issue capital stock. In the case of such

corporations, the fact that they are not to have authority to issue

capital stock shall be stated in the certificate of incorporation.

The provisions of this paragraph shall not apply to nonstock

corporations. In the case of nonstock corporations, the fact that

they are not authorized to issue capital stock shall be stated in

the certificate of incorporation. The conditions of membership, or

other criteria for identifying members, of nonstock corporations

shall likewise be stated in the certificate of incorporation or the

bylaws. Nonstock corporations shall have members, but the failure

to have members shall not affect otherwise valid corporate acts or

work a forfeiture or dissolution of the corporation. Nonstock

corporations may provide for classes or groups of members having

relative rights, powers and duties, and may make provision for the

future creation of additional classes or groups of members having

such relative rights, powers and duties as may from time to time be

established, including rights, powers and duties senior to existing

classes and groups of members. Except as otherwise provided in the

Oklahoma General Corporation Act, nonstock corporations may also

provide that any member or class or group of members shall have

full, limited, or no voting rights or powers, including that any

member or class or group of members shall have the right to vote on

a specified transaction even if that member or class or group of

members does not have the right to vote for the election of members

of the governing body of the corporation. Voting by members of a

nonstock corporation may be on a per capita, number, financial

interest, class, group, or any other basis set forth. The

provisions referred to in the three preceding sentences may be set

forth in the certificate of incorporation or the bylaws. If neither

the certificate of incorporation nor the bylaws of a nonstock

corporation state the conditions of membership, or other criteria

for identifying members, the members of the corporation shall be

deemed to be those entitled to vote for the election of the members

of the governing body pursuant to the certificate of incorporation

or bylaws of such corporation or otherwise until thereafter

otherwise provided by the certificate of incorporation or the

bylaws;

Oklahoma Statutes - Title 18. Corporations Page 300

5. The name and mailing address of the incorporator or

incorporators;

6. If the powers of the incorporator or incorporators are to

terminate upon the filing of the certificate of incorporation, the

names and mailing addresses of the persons who are to serve as

directors until the first annual meeting of shareholders or until

their successors are elected and qualify;

7. If the corporation is not for profit:

a. that the corporation does not afford pecuniary gain,

incidentally or otherwise, to its members as such,

b. the name and mailing address of each member of the

governing body,

c. the number of members of the governing body to be

elected at the first meeting, and

d. in the event the corporation is a church, the street

address of the location of the church.

The restriction on affording pecuniary gain to members shall not

prevent a not-for-profit corporation operating as a cooperative from

rebating excess revenues to patrons who may also be members; and

8. If the corporation is a charitable nonstock and does not

otherwise provide in its certificate of incorporation:

a. that the corporation is organized exclusively for

charitable, religious, educational, and scientific

purposes including, for such purposes, the making of

distributions to organizations that qualify as exempt

organizations under Section 501(c)(3) of the Internal

Revenue Code, or the corresponding section of any

future federal tax code,

b. that upon the dissolution of the corporation, its

assets shall be distributed for one or more exempt

purposes within the meaning of Section 501(c)(3) of

the Internal Revenue Code, or the corresponding

section of any future federal tax code, for a public

purpose, and

c. that the corporation complies with the requirements in

paragraph 7 of this subsection.

B. In addition to the matters required to be set forth in the

certificate of incorporation pursuant to the provisions of

subsection A of this section, the certificate of incorporation may

also contain any or all of the following matters:

1. Any provision for the management of the business and for the

conduct of the affairs of the corporation, and any provision

creating, defining, limiting and regulating the powers of the

corporation, the directors, and the shareholders, or any class of

the shareholders, or the governing body, the members, or any class

or group of the members of a nonstock corporation, if such

provisions are not contrary to the laws of this state. Any

Oklahoma Statutes - Title 18. Corporations Page 301

provision which is required or permitted by any provision of the

Oklahoma General Corporation Act to be stated in the bylaws may

instead be stated in the certificate of incorporation;

2. The following provisions, in substantially the following

form:

a. for a corporation, other than a nonstock corporation:

“Whenever a compromise or arrangement is proposed

between this corporation and its creditors or any

class of them and/or between this corporation and its

shareholders or any class of them, any court of

equitable jurisdiction within the State of Oklahoma,

on the application in a summary way of this

corporation or of any creditor or shareholder thereof

or on the application of any receiver or receivers

appointed for this corporation under the provisions of

Section 1106 of this title or on the application of

trustees in dissolution or of any receiver or

receivers appointed for this corporation under the

provisions of Section 1100 of this title, may order a

meeting of the creditors or class of creditors, and/or

of the shareholders or class of shareholders of this

corporation, as the case may be, to be summoned in

such manner as the court directs. If a majority in

number representing three-fourths (3/4) in value of

the creditors or class of creditors, and/or of the

shareholders or class of shareholders of this

corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of

this corporation as a consequence of such compromise

or arrangement, the compromise or arrangement and the

reorganization, if sanctioned by the court to which

the application has been made, shall be binding on all

the creditors or class of creditors, and/or on all the

shareholders or class of shareholders, of this

corporation, as the case may be, and also on this

corporation”, and

b. for a nonstock corporation:

“Whenever a compromise or arrangement is proposed

between this corporation and its creditors or any

class of them and/or between this corporation and its

members or any class of them, any court of equitable

jurisdiction within the State of Oklahoma may, on the

application in a summary way of this corporation or of

any creditor or member thereof or on the application

of any receiver or receivers appointed for this

corporation under the provisions of Section 1106 of

this title or on the application of trustees in

Oklahoma Statutes - Title 18. Corporations Page 302

dissolution or of any receiver or receivers appointed

for this corporation under the provisions of Section

1100 of this title, order a meeting of the creditors

or class of creditors, and/or of the members or class

of members of this corporation, as the case may be, to

be summoned in such manner as the court directs. If a

majority in number representing three-fourths (3/4) in

value of the creditors or class of creditors, and/or

of the members or class of members of this

corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of

this corporation as a consequence of such compromise

or arrangement, the compromise or arrangement and the

reorganization, if sanctioned by the court to which

the application has been made, shall be binding on all

the creditors or class of creditors, and/or on all the

members or class of members, of this corporation, as

the case may be, and also on this corporation”;

3. Such provisions as may be desired granting to the holders of

the stock of the corporation, or the holders of any class or series

of a class thereof, the preemptive right to subscribe to any or all

additional issues of stock of the corporation of any or all classes

or series thereof, or to any securities of the corporation

convertible into such stock. No shareholder shall have any

preemptive right to subscribe to an additional issue of stock or to

any security convertible into such stock unless, and except to the

extent that, such right is expressly granted to him in the

certificate of incorporation. Preemptive rights, if granted, shall

not extend to fractional shares;

4. Provisions requiring, for any corporate action, the vote of

a larger portion of the stock or of any class or series thereof, or

of any other securities having voting power, or a larger number of

the directors, than is required by the provisions of the Oklahoma

General Corporation Act;

5. A provision limiting the duration of the corporation’s

existence to a specified date; otherwise, the corporation shall have

perpetual existence;

6. A provision imposing personal liability for the debts of the

corporation on its shareholders to a specified extent and upon

specified conditions; otherwise, the shareholders of a corporation

shall not be personally liable for the payment of the corporation’s

debts, except as they may be liable by reason of their own conduct

or acts;

7. A provision eliminating or limiting the personal liability

of a director to the corporation or its shareholders for monetary

damages for breach of fiduciary duty as a director, provided that

Oklahoma Statutes - Title 18. Corporations Page 303

such provision shall not eliminate or limit the liability of a

director:

a. for any breach of the director’s duty of loyalty to

the corporation or its shareholders,

b. for acts or omissions not in good faith or which

involve intentional misconduct or a knowing violation

of law,

c. under Section 1053 of this title, or

d. for any transaction from which the director derived an

improper personal benefit.

No such provision shall eliminate or limit the liability of a

director for any act or omission occurring before the date when such

provision becomes effective.

C. It shall not be necessary to set forth in the certificate of

incorporation any of the powers conferred on corporations by the

provisions of the Oklahoma General Corporation Act.

D. Except for provisions included under paragraphs 1, 2, 5, 6

and 7 of subsection A of this section and paragraphs 2, 5 and 7 of

subsection B of this section, and provisions included under

paragraph 4 of subsection A of this section specifying the classes,

number of shares and par value of shares a corporation other than a

nonstock corporation is authorized to issue, any provision of the

certificate of incorporation may be made dependent upon facts

ascertainable outside the instrument, provided that the manner in

which the facts shall operate upon the provision is clearly and

explicitly set forth therein. As used in this subsection, the term

“facts” includes, but is not limited to, the occurrence of any

event, including a determination or action by any person or body,

including the corporation.
Okla. Stat. tit. 18, § 18-381.2 — OK Code / Title 18 / Section 18-381.2
Definitions
Status: in_force

As used in the Oklahoma Savings and Loan Code:

1. "Act" or "this act" means the Oklahoma Savings and Loan

Code;

2. "Association" means a savings and loan association or

savings bank, including any association previously referred to as a

building and loan association, incorporated and now existing under

the laws of this state or hereafter incorporated under this act or

which is otherwise authorized to transact savings and loan

association or savings bank business under this act;

3. "Branch" means any place of business separated from the main

office of an association at which deposits are received, checks

paid, or money lent;

4. "Capital accounts" means permanent capital stock, undivided

profits, surplus or reserves;

5. "Certificate of Authority" means a certificate issued by the

Commissioner authorizing an association to transact association

business;

6. "Commissioner" means the State Banking Commissioner, or the

State Deputy Banking Commissioner when acting on behalf of the

Commissioner pursuant to subsections C or E of Section 201 of Title

6 of the Oklahoma Statutes;

Oklahoma Statutes - Title 18. Corporations Page 19

7. "Consumer banking electronic facility" means any electronic

device owned, operated, leased by or on behalf of a bank, savings

association, or credit union other than a telephone or modem

operated by a customer of a depository institution, to which a

person may initiate an electronic fund transfer. The term includes,

without limitations, a point-of-sale terminal, automatic teller

machine, automated loan machines, video banking centers, or any

other similar electronic devices;

8. "Department" means the Oklahoma State Banking Department;

9. "Deposit account" means any form of deposit, share or other

account maintained by a depositor at an association, including

demand deposit accounts, whether evidenced by a passbook,

certificate, or otherwise, and which does not represent permanent

capital stock;

10. "Deposit association" means an association which is

qualified to accept deposit accounts or which becomes so qualified

pursuant to this act;

11. "Earnings" means the money payable or to be credited to

holders of deposit accounts by an association as payment for the use

of the funds which constitute such accounts. Earnings on deposit

accounts in a deposit association may be designated as interest, and

earnings on other deposit accounts may be designated as dividends;

12. "Existing mutual association" means a mutual association

which was authorized to do business in Oklahoma on the effective

date of this act;

13. "Federal association" means a savings and loan association

or savings bank organized and existing under the laws of the United

States;

14. "Foreign association" means any firm, company, association,

partnership or corporation, by whatever name called, actually

engaged in the savings association business, which is not organized

under the laws of this state or of the United States;

15. "Insured association" means an association the deposit

accounts of which are insured by the Federal Deposit Insurance

Corporation to the extent provided by federal law;

16. "Main office" means the office location which has been

designated by the Commissioner or the Office of Thrift Supervision

as the main office of an association;

17. "Member" means the holder of a deposit account of a mutual

association, and also includes the owner of real estate upon which

the mutual association holds a mortgage or deed of trust;

18. "Mutual association" means an association which derives its

principal capital from the deposit accounts of its members and whose

members have the right to participate in the management of the

association. The term includes any association organized or

existing under prior laws of this state. A mutual association is

Oklahoma Statutes - Title 18. Corporations Page 20

not a deposit association unless and until it becomes qualified as

such;

19. "Net worth" of a stock association shall mean the aggregate

of the permanent capital stock account, paid-in surplus, earned

surplus, legal and federal insurance reserves and undivided profits;

20. "Permanent capital stock" means that part of the capital or

liabilities of an association representing ownership of the

association and which is not subject to being withdrawn or the value

paid to the holder thereof unless and until all other liabilities of

the association have been fully liquidated and paid;

21. "Shares" or "share accounts" means any deposit account

issued by a mutual association in the form of installment shares,

optional installment shares, full paid shares, prepaid shares,

savings shares, or other shares by whatever name called, evidenced

by passbook, certificate, or other evidence or holding;

22. "Stock association" means an association which issues

permanent capital stock and which limits the right to participate in

the management of the association to the holders of such permanent

capital stock. Stock associations are also deposit associations;

23. "Stockholder" means the holder of permanent capital stock;

24. "Withdrawable account" means a deposit account of an

association which does not represent permanent capital stock; and

25. "Withdrawal value" means the amount paid to an association

on a deposit account plus earnings credited thereto, less lawful

deductions therefrom.
Okla. Stat. tit. 18, § 18-441-604 — OK Code / Title 18 / Section 18-441-604
Security interest and set-off
Status: in_force

SECURITY INTEREST AND SET-OFF.

(a) A member or transferee may create an enforceable security

interest in its financial rights in a limited cooperative

association.

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

not create an enforceable security interest in the member’s

governance rights in a limited cooperative association.

(c) The organic rules may provide that a limited cooperative

association has a security interest in the financial rights of a

member to secure payment of any indebtedness or other obligation of

the member to the association. A security interest provided for in

the organic rules is enforceable under, and governed by, Article 9

of the Uniform Commercial Code.

(d) Unless the organic rules otherwise provide, a member may

not compel the limited cooperative association to offset financial

Oklahoma Statutes - Title 18. Corporations Page 194

rights against any indebtedness or obligation owed to the

association.
Okla. Stat. tit. 18, § 18-441-205 — OK Code / Title 18 / Section 18-441-205
Liability for inaccurate information in filed record
Status: in_force

LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. If a

record delivered to the Secretary of State for filing under the

Uniform Limited Cooperative Association Act of 2009 and filed by the

Secretary of State contains inaccurate information, a person that

suffers a loss by reliance on the information may recover damages

for the loss from a person that signed the record or caused another

to sign it on the person’s behalf and knew at the time the record

was signed that the information was inaccurate.
Okla. Stat. tit. 18, § 18-441-1504 — OK Code / Title 18 / Section 18-441-1504
Disposition of assets
Status: in_force

DISPOSITION OF ASSETS.

(a) Subject to subsection (b) of this section, a disposition of

assets under Section 131 of this act 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 Section

132 of this act; and

(2) If the limited cooperative association has investor

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

unless the organic rules require a greater percentage vote by patron

members.

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

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

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

members voting at the meeting;

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

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

(c) Subject to any contractual obligations, after a disposition

of assets is approved and at any time before the consummation of the

disposition, a limited cooperative association may approve an

amendment to the contract for disposition or the resolution

Oklahoma Statutes - Title 18. Corporations Page 226

authorizing the disposition or approve abandonment of the

disposition:

(1) As provided in the contract or the resolution; and

(2) Except as prohibited by the resolution, with the same

affirmative vote of the board of directors and of the members as was

required to approve the disposition.

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

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

disposition of assets under this article.
Okla. Stat. tit. 18, § 18-1142 — OK Code / Title 18 / Section 18-1142
Filing and other service fees
Status: in_force

FILING AND OTHER SERVICE FEES

A. The Secretary of State, for services performed in the Office

of the Secretary of State and for expense of mailing, shall charge

and collect the following fees:

1. For any report, document, or other paper required to be

filed in the Office of the Secretary of State, a fee of Twenty-five

Dollars ($25.00);

2. For reservation of corporate name, a fee of Ten Dollars

($10.00);

3. For issuing extra copies of any certificate not requiring

any extra filing of papers or documents of any kind, a fee of Ten

Dollars ($10.00);

4. For issuing any other certificate, a fee of Ten Dollars

($10.00);

Oklahoma Statutes - Title 18. Corporations Page 514

5. For receiving a filing or indexing the annual certificate of

a foreign corporation doing business in this state, or both when

filed together, a fee of Ten Dollars ($10.00);

6. For preclearance of any document for filing, a fee of Fifty

Dollars ($50.00);

7. For each service of process made upon and accepted by the

Secretary of State, a fee of Twenty-five Dollars ($25.00);

8. For preparing and providing a report of a record search, a

fee of Five Dollars ($5.00);

9. For filing and issuing certificates of incorporation, the

fee shall be one-tenth of one percent (1/10 of 1%) of the authorized

capital stock of such corporation; provided, that the minimum fee

for any such service shall be Fifty Dollars ($50.00); provided

further, that not-for-profit corporations shall only be required to

pay a fee of Twenty-five Dollars ($25.00);

10. For filing and issuing amended certificates of

incorporation or certificates of restatement, reorganization,

revival, extension or dissolution, the fee shall be Fifty Dollars

($50.00); provided, however, not-for-profit corporations shall only

be required to pay a fee of Twenty-five Dollars ($25.00). If an

amendment shall provide for an increase in authorized capital in

excess of Fifty Thousand Dollars ($50,000.00), the filing fee shall

be an amount equal to one-tenth of one percent (1/10 of 1%) of such

increase;

11. For filing and issuing certificates of consolidation, if

the resulting corporation is a domestic corporation, or merger, if

the surviving corporation is a domestic corporation, the fee shall

be One Hundred Dollars ($100.00); provided, however, not-for-profit

corporations shall only be required to pay a fee of Twenty-five

Dollars ($25.00). If the merger or consolidation shall increase the

authorized capital of the surviving or resulting corporation in

excess of Fifty Thousand Dollars ($50,000.00), the filing fee shall

be an amount equal to one-tenth of one percent (1/10 of 1%) of such

increase;

12. For filing and issuing a certificate of conversion,

whenever the resulting corporation is a domestic corporation, the

minimum fee shall be One Hundred Dollars ($100.00); provided,

however, if the certificate of incorporation of the resulting

corporation authorizes capital stock in excess of Fifty Thousand

Dollars ($50,000.00), the filing fee shall be an amount equal to

one-tenth of one percent (1/10 of 1%) of such authorized capital.

If the resulting domestic corporation is not for profit, it shall

only be required to pay a fee of Fifty Dollars ($50.00);

13. For issuing a certificate to a foreign corporation to do

business in this state, and filing a certificate and statement of

such corporation required pursuant to the provisions of Section 1130

of this title, the fee shall be one-tenth of one percent (1/10 of

Oklahoma Statutes - Title 18. Corporations Page 515

1%) of the maximum amount of capital invested by such corporation in

the state at any time during the fiscal year such certificate is

issued to any such foreign corporation; provided, that the minimum

fee for any such service shall be Three Hundred Dollars ($300.00);

provided further, that no such corporation shall be required to pay

a fee on an amount in excess of its authorized capital;

14. For amended certificate of qualification of a foreign

corporation, a fee of Two Hundred Dollars ($200.00); provided,

however, for a certificate solely reflecting a change of mailing

address, a fee of Ten Dollars ($10.00);

15. For filing a certificate of consolidation, if the resulting

corporation is a foreign corporation, or merger, if the surviving

corporation is a foreign corporation, the fee shall be One Hundred

Dollars ($100.00);

16. For filing a certificate of withdrawal of a foreign

corporation doing business in this state, a fee of One Hundred

Dollars ($100.00);

17. Every foreign corporation on the anniversary of its

qualification in this state each year, shall cause to be filed with

the Secretary of State a certificate of its president, vice-

president or other managing officers, in which shall be stated and

shown the maximum amount of capital the corporation had invested in

the state at any time subsequent to the issuance to it of a

certificate to do business in this state and the amount of capital

previously paid upon. If the amount of capital so invested as shown

by said certificate exceeds the amount formerly paid upon, the

corporation, at the time of filing said certificate, shall pay to

the Secretary of State an additional fee equal to one-tenth of one

percent (1/10 of 1%) of the amount of such excess capital so

invested by the corporation in the state; provided, that no such

corporation shall be required to pay a filing fee on an amount in

excess of its authorized capital, or to file the certificate

provided for in this paragraph after it shall have paid a filing fee

on its total authorized capitalization;

18. For acting as the registered agent, a fee of One Hundred

Dollars ($100.00) payable on the first day of July each year, and if

not paid before the next ensuing September 1st, the Oklahoma Tax

Commission shall suspend and forfeit the charter of the delinquent

corporation pursuant to the procedures prescribed in Section 1212 of

Title 68 of the Oklahoma Statutes. The Tax Commission shall collect

and audit the registered agent fee authorized pursuant to this

paragraph in conjunction with the collection and audit of franchise

taxes as provided for in Sections 1201 through 1214 of Title 68 of

the Oklahoma Statutes. All monies received by the Tax Commission

pursuant to the provisions of this paragraph shall be paid to the

State Treasurer for deposit in the General Revenue Fund;

Oklahoma Statutes - Title 18. Corporations Page 516

19. For filing a change of address for any individual,

corporation, limited liability company or limited partnership

designated by a corporation as its registered agent for service of

process, or for the change of name or the resignation of a

registered agent, a fee of Twenty-five Dollars ($25.00), for the

first forty corporations and Five Dollars ($5.00) for each

additional corporation within any bulk filing;

20. For any response by means of telecommunications to

inquiries regarding information required to be maintained by the

Secretary of State, a fee of Five Dollars ($5.00), unless otherwise

provided. Fees collected pursuant to this paragraph shall be

deposited in the Revolving Fund for the Office of the Secretary of

State; and

21. For receiving a filing of an international corporation

agent, a fee of Twenty-five Dollars ($25.00).

B. Except as otherwise provided by law, fees paid to the

Secretary of State in accordance with the provisions of the Oklahoma

General Corporation Act shall be properly accounted for and shall be

paid monthly to the State Treasurer for deposit in the General

Revenue Fund.

C. For any certificate supplied by the county clerk, such clerk

shall receive a fee of One Dollar ($1.00). Such fees shall be

properly accounted for and shall be paid into the county treasury in

the same manner as other fees collected by the county clerk for the

filing and recording of mortgages and deeds.

D. In any court proceeding pursuant to the provisions of the

Oklahoma General Corporation Act requiring the filing of any decree,

order, report or other document in the Office of the Secretary of

State or in the office of any county clerk, in addition to the usual

court costs and the costs for filing in the office of the clerk of

the court, fees equal to the amounts provided for in this section

for such required filing shall be collected as costs in such

proceedings and such amount shall be forwarded to the Secretary of

State and the county clerk with the papers to be filed.

E. The provisions contained in this section relating to the

payment of incorporation fees by foreign corporations are not

intended and shall not be construed to relieve such corporations,

where applicable, of the payment of the annual corporate franchise

tax to the Tax Commission.

F. For the purposes of computing the fees to be collected by

the Secretary of State pursuant to the provisions of this section,

each share without par value shall be treated the same as a share

with a par value of Fifty Dollars ($50.00), and the fees thereon

shall be collected accordingly.

G. Payments for any required fees except as otherwise provided

by law may be made as follows:

Oklahoma Statutes - Title 18. Corporations Page 517

1. By the applicant's personal or company check, cash, or money

order; or

2. By a nationally recognized credit card issued to the

applicant. The Secretary of State may add a convenience fee, not to

exceed four percent (4%) of the amount of such payment for services

provided through telephonic or electronic media. For purposes of

this paragraph, "nationally recognized credit card" means any

instrument or device, whether known as a credit card, credit plate,

charge plate, or by any other name, issued with or without fee by an

issuer for the use of the cardholder in obtaining goods, services,

or anything else of value on credit which is accepted by over one

thousand merchants in this state. The Secretary of State shall

determine which nationally recognized credit cards will be accepted;

provided, however, the Secretary of State must ensure that no loss

of state revenue will occur by the use of such card. The

convenience fee collected pursuant to this paragraph shall be

credited to the Revolving Fund for the Office of the Secretary of

State, as established in Section 276.1 of Title 62 of the Oklahoma

Statutes.
Okla. Stat. tit. 18, § 18-1042 — OK Code / Title 18 / Section 18-1042
Issuance of Additional Stock - When and by Whom
Status: in_force

ISSUANCE OF ADDITIONAL STOCK; WHEN AND BY WHOM

The directors, at any time and from time to time, if all of the

shares of capital stock which the corporation is authorized by its

certificate of incorporation to issue have not been issued,

subscribed for, or otherwise committed to be issued, may issue or

take subscriptions for additional shares of its capital stock up to

the amount authorized in its certificate of incorporation.
Okla. Stat. tit. 18, § 18-381.42 — OK Code / Title 18 / Section 18-381.42
Deposit accounts of incompetents
Status: in_force

When a deposit account is held in any association or federal

association by a person who becomes incompetent and an adjudication

of incompetency has been made by a court of competent jurisdiction,

such an association may pay or deliver the withdrawal value of such

deposit account and any earnings that may have accrued thereon to

the guardian or conservator for such person upon proof of the

appointment and qualification of such guardian or conservator.

However, if such association has received no written notice and is

not on actual notice that such deposit account holder has been

adjudicated incompetent, it may pay such funds to such holder or

transfer the deposit account on the order of the deposit account

holder, and such payment or transfer shall be a valid and sufficient

release and discharge of the association for the payment or transfer

so made.
Okla. Stat. tit. 18, § 18-437.27 — OK Code / Title 18 / Section 18-437.27
Oklahoma Uniform Securities Act of 2004 exemption
Status: in_force

The provisions of the Oklahoma Uniform Securities Act of 2004,

as amended, shall not apply to any note, bond or other evidence of

indebtedness issued by any cooperative or foreign corporation

transacting business in this state pursuant to this act, to the

United States of America or any agency or instrumentality thereof,

or to any mortgage or deed of trust executed to secure the same.

The provisions of said Securities Act shall not apply to the

issuance of membership certificates by any cooperative or any such

foreign corporation.
Okla. Stat. tit. 18, § 18-1009 — OK Code / Title 18 / Section 18-1009
Certificate of Incorporation and Other Certificates -
Status: in_force

Evidence.

CERTIFICATE OF INCORPORATION AND OTHER CERTIFICATES; EVIDENCE

A copy of a certificate of incorporation, or of a restated

certificate of incorporation, or of any other certificate which has

been filed in the Office of the Secretary of State as required by

any provision of Title 18 of the Oklahoma Statutes, when duly

certified by the Secretary of State, shall be received in all

courts, public offices, and official bodies as prima facie evidence

of:

1. Due execution, acknowledgment and filing of the instrument;

2. Observance and performance of all acts and conditions

necessary to have been observed and performed precedent to the

instrument becoming effective; and

Oklahoma Statutes - Title 18. Corporations Page 315

3. Of any other facts required or permitted by law to be stated

in the instrument.
Okla. Stat. tit. 18, § 18-2035 — OK Code / Title 18 / Section 18-2035
Assignee of interest becoming member - Rights and powers,
Status: in_force

restrictions and liabilities - Assignor's liabilities- Time of

admission of member.

ASSIGNEE OF INTEREST BECOMING MEMBER; RIGHTS AND POWERS,

RESTRICTIONS AND LIABILITIES; ASSIGNOR'S LIABILITIES; TIME OF

ADMISSION OF MEMBER

A. An assignee of a capital interest in a limited liability

company may become a member if and to the extent that:

1. The operating agreement provides; or

2. Unless the operating agreement otherwise provides, the

members representing a majority of the profits which are not the

subject of the assignment consent in writing.

B. An assignee who becomes a member, to the extent assigned,

has the rights and powers, and is subject to the restrictions and

liabilities, of a member under the operating agreement and the

Oklahoma Limited Liability Company Act; however, unless otherwise

provided in writing in the operating agreement or other written

agreement, an assignee who becomes a member also is liable for any

obligations of the assignor to make contributions as provided in

Section 2024 of this title, but shall not be liable for the

obligations of the assignor under Section 2031 of this title;

however, the assignee is not obligated for liabilities of which the

assignee had no knowledge at the time the assignee became a member

and which could not be ascertained from a written operating

agreement.

C. Regardless of whether an assignee of an interest becomes a

member, the assignor is not released from liability to the limited

liability company under Sections 2024, 2031 and 2033 of this title.

D. Except as otherwise provided in writing in the operating

agreement, a member who assigns the member's entire capital interest

in the limited liability company ceases to be a member or to have

the power to exercise any rights of a member when any assignee of

the capital interest becomes a member with respect to the assigned

interest.

E. Subject to subsection F of this section, a person acquiring

a limited liability company interest directly from the limited

liability company may become a member in a limited liability company

upon compliance with the operating agreement or, if the operating

agreement does not so provide in writing, upon the written consent

of the members.

F. The effective time of admission of a member to a limited

liability company shall be the later of:

1. The date the limited liability company is formed; or

Oklahoma Statutes - Title 18. Corporations Page 564

2. The time provided in the operating agreement, or if no such

time is provided therein, then when the person's admission is

reflected in the records of the limited liability company.Oklahoma Statutes - Title 18. Corporations Page 17
Okla. Stat. tit. 18, § 18-2054.4 — OK Code / Title 18 / Section 18-2054.4
Series of members, managers or membership interests
Status: in_force

having separate rights - Personal obligation of member or manager.

SERIES OF MEMBERS, MANAGERS, OR MEMBERSHIP INTERESTS HAVING SEPARATE

RIGHTS - PERSONAL OBLIGATION OF MEMBER OR MANAGER

A. An operating agreement may establish or provide for the

establishment of one or more designated series of members, managers,

membership interests or assets. Any such series may have separate

rights, powers or duties with respect to specified property or

obligations of the limited liability company or profits and losses

associated with specified property or obligations, and any such

series may have a separate business purpose or investment objective.

No provision of subsection B of this section or Section 14 of this

act shall be construed to limit the application of the principle of

freedom of contract to a series that is not a protected or

registered series. Other than under Sections 15, 16, and 17 of this

act, a series may not merge, consolidate, or convert under any

section of this title or any other statute of this state.

B. A series established in accordance with this subsection is a

protected series. Notwithstanding anything to the contrary set

forth in the Oklahoma Limited Liability Company Act or under other

applicable law, if an operating agreement establishes or provides

for the establishment of one or more series, and to the extent the

records maintained for any such series account for the assets

associated with such series separately from the other assets of the

limited liability company, or any other series thereof, and if the

operating agreement so provides, and if notice of the limitation on

liabilities of a series as referenced in this subsection is set

forth in the articles of organization of the limited liability

company, then the debts, liabilities, obligations and expenses

Oklahoma Statutes - Title 18. Corporations Page 587

incurred, contracted for or otherwise existing with respect to such

series shall be enforceable against the assets of such series only,

and not against the assets of the limited liability company

generally or any other series thereof, and, unless otherwise

provided in the operating agreement, none of the debts, liabilities,

obligations and expenses incurred, contracted for or otherwise

existing with respect to the limited liability company generally or

any other series thereof shall be enforceable against the assets of

the series. Neither the provisions of this subsection nor any

provision pursuant thereto in an operating agreement or articles of

organization shall (i) restrict a protected series or limited

liability company on behalf of a protected series from agreeing in

the operating agreement or otherwise that any or all of the debts,

liabilities, obligations, and expenses incurred, contracted for, or

otherwise existing with respect to the limited liability company

generally or any other series thereof shall be enforceable against

the assets of such protected series; or (ii) restrict a limited

liability company from agreeing in the operating agreement or

otherwise that any or all of the debts, liabilities, obligations,

and expenses incurred, contracted for, or otherwise existing with

respect to a protected series shall be enforceable against the

assets of the limited liability company generally. Assets

associated with a protected series may be held directly or

indirectly, including in the name of such series, in the name of the

limited liability company, through a nominee or otherwise. Records

maintained for a protected series that reasonably identify its

assets, including by specific listing, category, type, quantity,

computational or allocational formula or procedure including a

percentage or share of any asset or assets, or by any other method

where the identity of such assets is objectively determinable, will

be deemed to account for the assets associated with such series

separately from the other assets of the limited liability company,

or any other series thereof. Notice in articles of organization of

the limitation on liabilities of a protected series as referenced in

this subsection shall be sufficient for all purposes regardless of

whether the limited liability company has established any protected

series when the notice is included in the articles of organization,

and there shall be no requirement that any specific protected series

of the limited liability company be referenced in the notice or that

the notice use the term “protected”. The fact that articles of

organization containing the foregoing notice of the limitation on

liabilities of a protected series are on file in the Office of the

Secretary of State shall constitute notice of the limitation on

liabilities of a protected series. As used in this act, a reference

to assets of a protected series includes assets associated with such

series, and a reference to assets associated with a protected series

includes assets of such series. A reference to members or managers

Oklahoma Statutes - Title 18. Corporations Page 588

of a protected series includes members or managers associated with

such series, and a reference to members or managers associated with

a protected series includes members or managers of such series. The

following shall apply to a protected series:

1. A protected series may carry on any lawful business, purpose

or activity, regardless of whether for profit, that a limited

liability company may conduct in this state. Unless otherwise

provided in an operating agreement, a protected series shall have

the power and capacity to, in its own name, contract, hold title to

assets, including real, personal and intangible property, grant

liens and security interests, and sue and be sued;

2. Except as otherwise provided by this act, no member or

manager of a protected series shall be obligated personally for any

debt, obligation, or liability of such series, whether arising in

contract, tort, or otherwise, solely by reason of being a member or

acting as manager of such series. Notwithstanding this paragraph,

under an operating agreement or under another agreement, a member or

manager may agree to be obligated personally for any or all of the

debts, obligations and liabilities of one or more protected series;

3. An operating agreement may provide for classes or groups of

members or managers associated with a protected series having such

relative rights, powers and duties as the operating agreement may

provide, and may make provision for the future creation in the

manner provided in the operating agreement of additional classes or

groups of members or managers associated with the series having such

relative rights, powers and duties as may from time to time be

established, including rights, powers and duties senior to existing

classes and groups of members or managers associated with the

series. An operating agreement may provide for the taking of an

action, including the amendment of the operating agreement, without

the vote or approval of any member or manager or class or group of

members or managers, including an action to create under the

provisions of the operating agreement a class or group of a

protected series of membership interests that was not previously

outstanding. An operating agreement may provide that any member or

class or group of members associated with a protected series shall

have no voting rights;

4. An operating agreement may grant to all or certain

identified members or managers or a specified class or group of the

members or managers associated with a protected series the right to

vote separately or with all or any class or group of the members or

managers associated with the series, on any matter. Voting by

members or managers associated with a protected series may be on a

per capita, number, financial interest, class, group or any other

basis;

5. Unless otherwise provided in an operating agreement, the

management of a protected series shall be vested in the members

Oklahoma Statutes - Title 18. Corporations Page 589

associated with the series in proportion to their membership

interest, with the decision of members owning a majority of the

membership interest controlling; provided, however, that if an

operating agreement provides for the management of a protected

series, in whole or in part, by a manager, the management of the

series, to the extent so provided, shall be vested in the manager

who shall be chosen in the manner provided in the operating

agreement. The manager of a protected series shall also hold the

offices and have the responsibilities accorded to the manager as set

forth in an operating agreement. A protected series may have more

than one manager. Subject to paragraph 3 of Section 2014 of this

title, a manager shall cease to be a manager with respect to a

protected series as provided in an operating agreement. Except as

otherwise provided in an operating agreement, any event under this

chapter or in an operating agreement that causes a manager to cease

to be a manager with respect to a protected series shall not, in

itself, cause the manager to cease to be a manager of the limited

liability company or with respect to any other series thereof;

6. Subject to paragraphs 7 and 10 of this subsection, and

unless otherwise provided in an operating agreement, at the time a

member of a protected series becomes entitled to receive a

distribution with respect to the series, the member has the status

of, and is entitled to all remedies available to, a creditor of the

series, with respect to the distribution. An operating agreement

may provide for the establishment of a record date with respect to

allocations and distributions with respect to a protected series;

7. Notwithstanding Section 2040 of this title, a limited

liability company may make a distribution with respect to a

protected series. A limited liability company shall not make a

distribution with respect to a protected series to a member to the

extent that at the time of the distribution, after giving effect to

the distribution, all liabilities of the series, other than

liabilities to members on account of their membership interests with

respect to the series and liabilities for which the recourse of

creditors is limited to specified property of the series, exceed the

fair value of the assets associated with the series, except that the

fair value of property of the series that is subject to a liability

for which the recourse of creditors is limited shall be included in

the assets associated with the series only to the extent that the

fair value of that property exceeds that liability. For purposes of

the immediately preceding sentence, the term “distribution” shall

not include amounts constituting reasonable compensation for present

or past services or reasonable payments made in the ordinary course

of business pursuant to a bona fide retirement plan or other

benefits program. A member who receives a distribution in violation

of this paragraph, and who knew or should have known at the time of

the distribution that the distribution violated this paragraph,

Oklahoma Statutes - Title 18. Corporations Page 590

shall be liable to the protected series for the amount of the

distribution. A member who receives a distribution in violation of

this paragraph, and who did not know and had no reason to know at

the time of the distribution that the distribution violated this

paragraph, shall not be liable for the amount of the distribution.

Subject to subsection C of Section 2040 of this title, which shall

apply to any distribution made with respect to a protected series

under this paragraph, this paragraph shall not affect any obligation

or liability of a member under an agreement or other applicable law

for the amount of a distribution;

8. Unless otherwise provided in the operating agreement, a

member shall cease to be associated with a protected series and to

have the power to exercise any rights or powers of a member with

respect to the series upon the assignment of all of the member’s

capital interest with respect to the series. Except as otherwise

provided in an operating agreement, any event under this chapter or

an operating agreement that causes a member to cease to be

associated with a protected series shall not, in itself, cause the

member to cease to be associated with any other series or terminate

the continued membership of a member in the limited liability

company or cause the termination of the protected series, regardless

of whether the member was the last remaining member associated with

the series;

9. Subject to Section 2037 of this title, except to the extent

otherwise provided in the operating agreement, a protected series

may be terminated and its affairs wound up without causing the

dissolution of the limited liability company. The termination of a

protected series shall not affect the limitation on liabilities of

the series. A protected series is terminated and its affairs shall

be wound up upon the dissolution of the limited liability company

under Section 2037 of this title or otherwise upon the first to

occur of the following:

a. at the time specified in the operating agreement,

b. upon the happening of events specified in the

operating agreement,

c. unless otherwise provided in the operating agreement,

upon the affirmative vote or written consent of the

members of the limited liability company associated

with the series or, if there is more than one class or

group of members associated with the series, then by

each class or group of members associated with the

series, in either case, by members associated with the

series who own more than two-thirds (2/3) of the then-

current membership interest owned by all of the

members associated with the series or by the members

in each class or group of the series, as appropriate,

or

Oklahoma Statutes - Title 18. Corporations Page 591

d. the termination of the series under paragraph 11 of

this subsection;

10. Unless otherwise provided in the operating agreement, a

manager associated with a protected series who has not wrongfully

terminated the series or, if none, the members associated with the

series or a person approved by the members associated with the

series or, if there is more than one class or group of members

associated with the series, then by each class or group of members

associated with the series, in either case, by a majority of the

membership interest owned by all of the members associated with the

series or by the members in each class or group associated with the

series, as appropriate, may wind up the affairs of the series; but

the district court, upon cause shown, may wind up the affairs of a

protected series upon application of any member or manager

associated with the series, or the member’s personal representative

or assignee, and in connection therewith, may appoint a liquidating

trustee. The persons winding up the affairs of a protected series

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

behalf of the limited liability company and the series, take all

actions with respect to the series as are permitted under subsection

A of Section 2039 of this title. The persons winding up the affairs

of a protected series shall provide for the claims and obligations

of the series and distribute the assets of the series as provided in

Section 2040 of this title, which section shall apply to the winding

up and distribution of assets of a protected series. Actions taken

in accordance with this subsection shall not affect the liability of

members and shall not impose liability on a liquidating trustee;

11. On application by or for a member or manager associated

with a protected series, the district court may decree termination

of the series whenever it is not reasonably practicable to carry on

the business of the series in conformity with an operating

agreement; and

12. For all purposes of the laws of this state, a protected

series is an association, regardless of the number of members or

managers, if any, of such series. An operating agreement does not

need to use the term “protected” when referencing series or to refer

to this section.

C. If a foreign limited liability company that is registering

to do business in this state in accordance with Section 2043 of this

title is governed by an operating agreement that establishes or

provides for the establishment of designated series of members,

managers, membership interests or assets having separate rights,

powers or duties with respect to specified property or obligations

of the foreign limited liability company or profits and losses

associated with specified property or obligations, that fact shall

be so stated on the application for registration as a foreign

limited liability company. In addition, the foreign limited

Oklahoma Statutes - Title 18. Corporations Page 592

liability company shall state on the application whether the debts,

liabilities and obligations incurred, contracted for or otherwise

existing with respect to a particular series, if any, shall be

enforceable against the assets of the series only, and not against

the assets of the foreign limited liability company generally or any

other series thereof, and whether any of the debts, liabilities,

obligations and expenses incurred, contracted for or otherwise

existing with respect to the foreign limited liability company

generally or any other series thereof shall be enforceable against

the assets of the series.
Okla. Stat. tit. 18, § 18-2000 — OK Code / Title 18 / Section 18-2000
Short title
Status: in_force

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

Limited Liability Company Act".
Okla. Stat. tit. 18, § 18-1134 — OK Code / Title 18 / Section 18-1134
Violations and penalties
Status: in_force

VIOLATIONS AND PENALTIES

A. Any foreign corporation doing business of any kind in this

state without first having complied with any provision of the

Oklahoma General Corporation Act applicable to it, shall be fined

not less than Two Hundred Dollars ($200.00) nor more than Five

Hundred Dollars ($500.00) for each such offense. Any agent of any

foreign corporation that shall do any business in this state for any

foreign corporation before the foreign corporation has complied with

any provision of the Oklahoma General Corporation Act applicable to

it, shall be fined not less than One Hundred Dollars ($100.00) nor

more than Five Hundred Dollars ($500.00) for each such offense.

B. If any foreign corporation fails to file or cause to be

filed a certificate as provided for in paragraphs 11 and 13 of

Oklahoma Statutes - Title 18. Corporations Page 507

subsection A of Section 1142 of this title or fails to pay to the

Secretary of State any additional fees shown to be due by the

certificate provided for in paragraph 13 of subsection A of Section

1142 of this title, the corporation:

1. may be ousted from this state by the Secretary of State and

its certificate of authority to do business in this state revoked

and canceled. Before such revocation the Secretary of State shall

give not less than thirty (30) days' notice sent by mail duly

addressed to such corporation at its principal place of business or

last address shown on the records of the Secretary of State of the

Secretary of State's intent to revoke the corporation's authority to

transact business in this state; and

2. after notice required in paragraph 1 above, shall be subject

to a penalty and shall forfeit to the state for each day it fails to

comply with the provisions of this subsection, the sum of Twenty-

five Dollars ($25.00) per day but not more than Five Hundred Dollars

($500.00) for each such offense.

C. All fines and penalties provided for by this section may be

recovered in a suit brought therefor by the Attorney General, in the

name of the state, against the corporation, in any district court of

the state. Fines and penalties received or collected pursuant to

this section by the Attorney General as a result of an action

brought in the name of the state by the Attorney General, shall be

paid into the State Treasury provided that twenty-five percent (25%)

thereof shall be deposited in the Attorney General's Evidence Fund.

Such fines and penalties shall be properly accounted for and paid

monthly by the Secretary of State to the State Treasurer for deposit

into the General Revenue Fund.
Okla. Stat. tit. 18, § 18-911 — OK Code / Title 18 / Section 18-911
Amendment of articles of incorporation
Status: in_force

No amendment to the certificate of incorporation shall be made

which increases the obligation of a member to make loans to the

corporation or which makes any change in the principal amount,

interest rate, maturity date, or in the security or credit position

of any outstanding loan made by a member to the corporation or which

affects the right of a member to withdraw from membership or the

voting rights of such member, without the consent of each member who

would be affected by such amendment.
Okla. Stat. tit. 18, § 18-491 — OK Code / Title 18 / Section 18-491
Agreement between principal and surety for deposit of
Status: in_force

monies and assets.

It shall be lawful for any party of whom a bond, undertaking or

other obligation is required, to agree with his surety or sureties

for the deposit of any or all monies and assets for which he and his

surety or sureties are or may be held responsible, with a bank,

savings bank, safe-deposit or trust company, authorized by law to do

business as such, or with other depository approved by a court or a

judge thereof, if such deposit is otherwise proper, for the

safekeeping thereof, and in such manner as to prevent the withdrawal

of such money or assets or any part thereof, without the written

consent of such surety or sureties, or an order of court, or a judge

thereof made on such notice to such surety or sureties as such court

or judge may direct; provided, however, that such agreement shall

not in any manner release from or change the liability of the

principal or sureties as established by the terms of the said bond.
Okla. Stat. tit. 18, § 18-484 — OK Code / Title 18 / Section 18-484
Quarterly reports - Revocation of authority - Inquiry into
Status: in_force

solvency - Additional security.

Every such corporation shall, in the months of January, April,

July and October of each year, file with the Insurance Commissioner

of the state a statement signed and sworn to by its president and

secretary, showing its assets and liabilities as required by Section

1345. And the Insurance Commissioner shall have the power, and it

shall be his duty, to revoke the authority of any such company to

transact any business under this article whenever, in his judgment,

said company is not solvent, or is conducting its business in

violation of this article. He may institute inquiry, at any time,

into the solvency of such company, and may require that additional

security be given, at any time, upon any obligation to the state

when he deems such company no longer sufficient security.
Okla. Stat. tit. 18, § 18-381.81 — OK Code / Title 18 / Section 18-381.81
Payment or reimbursement by association for fine,
Status: in_force

penalty or judgment upon another person.

It shall be unlawful for an association to pay a fine or penalty

imposed by law upon any other person or any judgment against such

person or to reimburse directly or indirectly any person by whom

such fine, penalty or judgment has been paid, except as otherwise

provided in Section 1411 of Title 6 of the Oklahoma Statutes.Oklahoma Statutes - Title 18. Corporations Page 3
Okla. Stat. tit. 18, § 18-1097 — OK Code / Title 18 / Section 18-1097
Dissolution of nonstock corporation - Procedure
Status: in_force

DISSOLUTION OF NONSTOCK CORPORATION; PROCEDURE

A. Whenever it shall be desired to dissolve any nonstock

corporation, the governing body shall perform all the acts necessary

for dissolution which are required by the provisions of Section 1096

of this title to be performed by the board of directors of a

corporation having capital stock. If the members of a corporation

having no capital stock are entitled to vote for the election of

members of its governing body or are entitled to vote for

dissolution under the certificate of incorporation or the bylaws of

such corporation, they shall perform all the acts necessary for

dissolution which are required by the provisions of Section 1096 of

this title to be performed by the shareholders of a corporation

having capital stock, including dissolution without action of the

members of the governing body if all the members of the corporation

entitled to vote thereon shall consent in writing and a certificate

of dissolution shall be filed with the Secretary of State pursuant

to subsection D of Section 1096 of this title. If there is no

member entitled to vote thereon, the dissolution of the corporation

shall be authorized at a meeting of the governing body, upon the

adoption of a resolution to dissolve by the vote of a majority of

members of its governing body then in office. In all other

respects, the method and proceedings for the dissolution of a

nonstock corporation shall conform as nearly as may be to the

proceedings prescribed by the provisions of Section 1096 of this

title for the dissolution of corporations having capital stock.

B. If a nonstock corporation has not commenced the business for

which the corporation was organized, a majority of the governing

body or, if none, a majority of the incorporators may surrender all

of the corporation rights and franchises by filing in the Office of

the Secretary of State a certificate, executed and acknowledged by a

majority of the incorporators or governing body, conforming as

Oklahoma Statutes - Title 18. Corporations Page 478

nearly as may be to the certificate prescribed by Section 1095 of

this title.

C. If a nonstock corporation has included in its certificate of

incorporation a provision limiting the duration of its existence to

a specified date in accordance with paragraph 5 of subsection B of

Section 1006 of this title, a certificate of dissolution shall be

executed, acknowledged, and filed in accordance with Section 1007 of

this title within ninety (90) days before such specified date and

shall become effective on such specified date. Such certificate of

dissolution shall include the information required by Section 1096

of this title. Failure to timely file a certificate of dissolution

under this subsection with respect to any nonstock corporation shall

not affect the expiration of such corporation’s existence on the

date specified in its certificate of incorporation under paragraph 5

of subsection B of Section 1006 of this title and shall not

eliminate the requirement to file a certificate of dissolution as

contemplated by this subsection. If a certificate of good standing

is issued by the Secretary of State after the date specified in a

nonstock corporation’s certificate of incorporation under paragraph

5 of subsection B of Section 1006 of this title, such certificate of

good standing shall be of no force or effect.
Okla. Stat. tit. 18, § 18-441-502 — OK Code / Title 18 / Section 18-441-502
Becoming a member
Status: in_force

BECOMING A MEMBER. A person becomes a member:

(1) As provided in the organic rules;

(2) As the result of a merger or conversion under Article 16 of

the Uniform Limited Cooperative Association Act of 2009; or

(3) With the consent of all the members.
Okla. Stat. tit. 18, § 18-381.76 — OK Code / Title 18 / Section 18-381.76
Liquidation by Commissioner
Status: in_force

A. In liquidating an association, the State Banking

Commissioner may exercise any power of such association, but shall

not, without the approval of the district court where notice of

possession was filed:

1. Sell any asset of the association having a value in excess

of Five Hundred Dollars ($500.00) or such larger sum as may be

determined by the court, but not exceeding One Hundred Thousand

Dollars ($100,000.00);

2. Compromise or release any claim exceeding Five Hundred

Dollars ($500.00), exclusive of interest or such larger sum as may

be determined by the court, but not exceeding One Hundred Thousand

Dollars ($100,000.00); or

3. Make any payment on any claim, other than a claim upon an

obligation incurred by the Commissioner, before preparing and filing

a schedule of determinations in accordance with subsection H of this

section.

B. 1. The Commissioner may lease for oil and/or gas purposes

any land vested in the Commissioner as assets of an insolvent

association.

2. In making or executing any such lease the Commissioner shall

retain and reserve a royalty of not less than one-eighth (1/8) of

the oil and/or gas produced from said land. Said lease shall be

made in the same manner as provided for by law for the sale of other

assets of state-chartered associations in the possession of the

Commissioner.

C. Within six (6) months after the commencement of liquidation

proceedings, the Commissioner may terminate any executory contract,

including but not limited to contracts for services or advertising,

to which the association is a party or any obligation of the

association as a lessee. A lessor who receives at least sixty (60)

days' notice of the Commissioner's decision to terminate the lease

shall not be entitled to a claim for rent other than rent accrued to

the date of termination nor for damages for such termination, except

that on building or association premises the lessor may receive

damages not exceeding one (1) year's rent as provided in such lease.

Oklahoma Statutes - Title 18. Corporations Page 92

D. As soon after the commencement of liquidation as is

practicable, the Commissioner shall take the necessary steps to

terminate all fiduciary positions held by the association and take

such action as may be necessary to surrender all property held by

the association as a fiduciary and to settle its fiduciary accounts.

The Commissioner may transfer such fiduciary accounts to another

qualified corporate fiduciary in the same community without assent

of the parties. Notice of such transfer shall be given by

registered mail to the parties, and the manner of succession of

trust powers and successor trustees shall be in accordance with the

procedure provided in Section 1018 of Title 6 of the Oklahoma

Statutes.

E. The right of any agency of the United States insuring

deposits to be subrogated to the rights of depositors upon payment

of their claims shall not be less extensive than what the law of the

United States requires as a condition of the authority to issue such

insurance or make such payments to depositors of federal

associations.

F. Within ten (10) days after taking possession, the

Commissioner shall send notice of the liquidation to each known

depositor, creditor, lessee of a safe deposit box, and bailor of

property held by the association, at the address shown on the books

of the association. The notice shall also be published in a

newspaper of general circulation in the county in which the main

office of the association is located once a week for three (3)

successive weeks. The Commissioner shall send with each notice a

statement of the amount shown on the books of the association to be

the claim of the depositor or creditor, with all setoffs and any

amounts due to the association. The notice shall demand that

property held by the association as bailee or in a safe deposit box

be withdrawn by the person entitled thereto and, if the amount

claimed differs from that stated in the statement to be due, that

the depositor or creditor file a claim with the Commissioner within

sixty (60) days from the date of the first publication of the notice

of the liquidation given by the Commissioner, in accordance with the

procedure prescribed in the notice. The failure of any depositor,

creditor or claimant to receive a notice, or observe the published

notice of the liquidation by the Commissioner, shall not relieve

such claimant of the obligation to file a claim, if the amount

thereof differs from the amount found by the Commissioner. If no

claim is filed by the claimant within the time specified, then the

determination of the Commissioner shall be final and shall

constitute the claim of that claimant.

G. Safe deposit boxes, the contents of which have not been

removed within sixty (60) days from the date of first publication of

the notice of liquidation, shall be opened by the Commissioner.

Sealed packages containing the contents of such box, with a

Oklahoma Statutes - Title 18. Corporations Page 93

certificate of inventory of contents, together with any unclaimed

property held by the association as bailee and certified inventories

thereof, shall be held by the Commissioner and administered in

accordance with the provisions of the Uniform Unclaimed Property

Act.

H. The Commissioner shall:

1. Notify each person whose claim has not been allowed in full,

by mailing to the last-known address of such person, as shown on the

records of the association, a notice of the time when and the place

where the schedule of determinations will be available for

inspection and the date when the Commissioner shall file the

schedule in court;

2. As soon as practical and within one hundred twenty (120)

days from the date of first publication of the notice of

liquidation, determine the amount, if any, owing to each known

creditor or depositor and the priority class of such claim under

subsection K of this section, and file such determination in the

district court where notice of possession was filed; and

3. As soon as practical and within sixty (60) days from the

date of filing, reject any claim if the Commissioner doubts the

validity thereof.

I. Within twenty (20) days after the filing of the schedule of

determinations, any creditor, depositor or stockholder may file an

objection to any determination which adversely affects such

creditor, depositor or stockholder. Objections so filed shall be

heard and determined by the court. The clerk of such district court

shall enter the objection upon the court docket under the case

number assigned to the liquidation proceedings. The Commissioner

and interested claimants as the court determines shall be notified

of such objection not less than ten (10) days prior to the hearing

on such objection. The matter shall be tried de novo. No person

having a claim against an insolvent association shall maintain

action thereon except as herein provided.

J. After filing the schedule of determinations and establishing

proper reserves for the payment of costs, expenses of liquidation

and disputed claims, the Commissioner shall pay to any agency of the

United States insuring deposits in the insolvent association such

sum as may be then available but not exceeding the amount paid out

by such agency as such an insurer of deposits and accounts. The

Commissioner from time to time may also make partial distribution to

the holders of claims which are undisputed or which have been

allowed by the district court, in the order of their priority as

provided in subsection K of this section. The district court

supervising the liquidation, as soon as practicable after the

establishment of an adequate and proper reserve for payment of

disputed claims, costs and expenses of liquidation, shall direct the

Commissioner to make a substantial partial pro rata distribution

Oklahoma Statutes - Title 18. Corporations Page 94

that will not interfere with orderly liquidation, to the holders of

undisputed claims and those allowed by the court in the order of

their priority, to the extent that there remains only the

determination and settlement of disputed claims and the procedures

of the final accounting and final distribution to be made by the

Commissioner as provided in this section.

K. 1. The following claims shall have priority in the order

specified:

a. obligations incurred by the Commissioner, fees and

assessments due to the Oklahoma State Banking

Department, and all expenses of liquidation, all of

which may be covered by a proper reserve of funds,

b. approved claims of depositors against the general

liquidating account of the association,

c. approved claims of general creditors against the

general liquidating account of the association,

d. claims otherwise proper which were not filed within

the time prescribed by subsection F of this section,

and

e. claims of stockholders of the association.

2. No claim shall be entitled to interest thereon if it is paid

within six (6) months after the first publication of notice of the

liquidation by the Commissioner. If the claim is paid after such

period, then the unpaid balance of the claim shall be credited with

interest at the rate of six percent (6%) per annum for the

expiration of the six (6) months until paid or finally canceled by

exhaustion of all assets.

3. All distribution declared in accordance with subsection J of

this section, which shall not be claimed within one (1) year, shall

be canceled upon the order of the district court having jurisdiction

of the liquidation of such insolvent association, and the proceeds

thereof returned to the general liquidating account of the insolvent

association. Provided, that notice of the application of the

Commissioner to the district court for permission to cancel such

unclaimed distributions shall be given by publication for two (2)

successive weeks in a newspaper of general circulation in the county

where the main office of the insolvent association is located. The

notice shall describe the unclaimed distributions sought to be

canceled, giving the name and location of the insolvent association,

the name of the payee and the amount and shall recite the

Commissioner has filed an application in the designated district

court for cancellation of such distributions and shall refer to the

application for further particulars.

4. Any assets remaining after all partial distributions, after

all claims have been paid, or ample provisions for reserves are made

for payment thereof by the court, shall be distributed to the

stockholders in accordance with their respective interests.

Oklahoma Statutes - Title 18. Corporations Page 95

L. Unclaimed funds, other than unclaimed distributions,

remaining after completion of the liquidation shall be retained by

the Commissioner and administered in accordance with the Uniform

Unclaimed Property Act.

M. 1. During the liquidation procedure, the Commissioner and

the agents and employees of the Commissioner shall prepare an annual

report that details all receipts and disbursements made from assets

in the possession of the Commissioner. A copy of the annual report

shall be filed with the district court of the county where the

notice of taking possession was filed and a hearing shall be held

thereon. Interested parties and the board of directors of the

insolvent association shall be given such notice of the hearing as

the court directs and shall make such objections as they shall

desire to the account. The failure to object at a hearing shall not

prejudice the right of any claimant or interested party to object to

items of expense and proceedings in the liquidation upon the final

account.

2. When the assets have been distributed in accordance with

this section, except unclaimed funds and contents of safe deposit

boxes held by the Commissioner, the Commissioner shall file a final

account with the court. Notice of hearing upon the final account

shall be given, of not less than ten (10) days nor more than thirty

(30) days prior to the date of the hearing, by registered or

certified mail, to all interested persons and to the board of

directors of the insolvent association and the notice shall be

published for two (2) successive weeks in some newspaper of general

circulation published in the county where the association is

located, showing the nature of the hearing, the date and time of the

hearing and that such account is for final settlement of the

liquidating account of such insolvent association.

3. The final account shall reflect all the acts of the

Commissioner as supported by annual reports and such necessary items

to support the account, including distribution of such remaining

cash to the stockholders in accordance with their interests and all

other assets to the board of directors of the association as

liquidating agents for the stockholders under the Oklahoma General

Corporation Act.

4. The court shall hear all matters relating to the final

account; allow, reduce or reject any item of expense; and determine

all matters before it. Any person aggrieved by the judgment of the

court may appeal as in any other civil action.

5. Upon approval of the final account by the court, the

Commissioner shall be relieved of liability in connection with the

liquidation and shall cancel the charter upon the records of the

Department.

Oklahoma Statutes - Title 18. Corporations Page 96
Okla. Stat. tit. 18, § 18-381.85 — OK Code / Title 18 / Section 18-381.85
Publishing, uttering, or circulating false statement or
Status: in_force

representation.

It shall be unlawful for any person to publish, utter, or

circulate any false, malicious, or unprivileged statement or

representation for the purpose of injuring any association

chartered, existing and doing business within the State of Oklahoma,

under and by virtue of the laws of this state, or under and by

virtue of the laws of the United States of America.
Okla. Stat. tit. 18, § 18-441-1405 — OK Code / Title 18 / Section 18-441-1405
Noncomplying name of foreign cooperative
Status: in_force

NONCOMPLYING NAME OF FOREIGN COOPERATIVE.

(a) A foreign cooperative whose name does not comply with

Section 11 of this act may not obtain a certificate of authority

until it adopts, for the purpose of transacting business in this

state, an alternative name that complies with Section 11 of this

act. After obtaining a certificate of authority with an alternative

name, a foreign cooperative’s business in this state must be

transacted under that name.

(b) If a foreign cooperative authorized to transact business in

this state changes its name to one that does not comply with Section

11 of this act, it may not thereafter transact business in this

state until it complies with subsection (a) of this section and

obtains an amended certificate of authority.
Okla. Stat. tit. 18, § 18-441-104 — OK Code / Title 18 / Section 18-441-104
Nature of limited cooperative association
Status: in_force

NATURE OF LIMITED COOPERATIVE ASSOCIATION.

(a) A limited cooperative association organized under the

Uniform Limited Cooperative Association Act of 2009 is an

autonomous, unincorporated association of persons united to meet

their mutual interests through a jointly owned enterprise primarily

controlled by those persons, which permits combining:

Oklahoma Statutes - Title 18. Corporations Page 165

(1) Ownership, financing, and receipt of benefits by the

members for whose interests the association is formed; and

(2) Separate investments in the association by members who may

receive returns on their investments and a share of control.

(b) The fact that a limited cooperative association does not

have one or more of the characteristics described in subsection (a)

of this section does not alone prevent the association from being

formed under and governed by the Uniform Limited Cooperative

Association Act of 2009 nor does it alone provide a basis for an

action against the association.
Okla. Stat. tit. 18, § 18-1055.1 — OK Code / Title 18 / Section 18-1055.1
Ratification of defective corporate acts and stock
Status: in_force

RATIFICATION OF DEFECTIVE CORPORATE ACTS AND STOCK

A. Subject to subsection F of this section, no defective

corporate act or putative stock shall be void or voidable solely as

a result of a failure of authorization if ratified as provided in

this section or validated by the District Court in a proceeding

brought under Section 1055.2 of this title.

B. 1. In order to ratify one or more defective corporate acts

pursuant to this section, other than the ratification of an election

of the initial board of directors pursuant to paragraph 2 of this

subsection, the board of directors of the corporation shall adopt

resolutions stating:

a. the defective corporate act or acts to be ratified,

b. the date of each defective corporate act or acts,

c. if such defective corporate act or acts involved the

issuance of shares of putative stock, the number and

type of shares of putative stock issued and the date

or dates upon which such putative shares were

purported to have been issued,

d. the nature of the failure of authorization in respect

of each defective corporate act to be ratified, and

e. that the board of directors approves the ratification

of the defective corporate act or acts.

The resolutions may also provide that, at any time before the

validation effective time for the defective act or acts,

notwithstanding approval of the ratification by shareholders, the

board of directors may abandon the ratification without further

action of the shareholders. The quorum and voting requirements

applicable to the ratification by the board of directors shall be

the quorum and voting requirements applicable at the time to the

type of defective corporate act proposed to be ratified when the

board adopts the resolutions ratifying the defective corporate act;

provided, that if the certificate of incorporation or bylaws of the

corporation, any plan or agreement to which the corporation was a

party or any provision of this title, in each case as in effect as

of the time of the defective corporate act, would have required a

larger number or portion of directors or of specified directors for

Oklahoma Statutes - Title 18. Corporations Page 367

a quorum to be present or to approve the defective corporate act,

such larger number or portion of such directors or such specified

directors shall be required for a quorum to be present or to adopt

the ratifying resolutions, as applicable, except that the presence

or approval of any director elected, appointed or nominated by

holders of any class or series of which no shares are then

outstanding, or by any person that is no longer a shareholder, shall

not be required.

2. To ratify a defective corporate act in respect of the

election of the initial board of directors of the corporation, a

majority of the persons who, at the time the resolutions required by

this paragraph are adopted, are exercising the powers of directors

under claim and color of an election or appointment as such may

adopt resolutions stating:

a. the name of the person or persons who first took

action in the name of the corporation as the initial

board of directors of the corporation,

b. the earlier of the date on which such persons first

took such action or were purported to have been

elected as the initial board of directors, and

c. that the ratification of the election of such person

or persons as the initial board of directors is

approved.

C. Each defective corporate act ratified pursuant to paragraph

1 of subsection B of this section shall be submitted to shareholders

for approval as provided in subsection D of this section, unless:

1. a. No other provision of this title, and no provision of

the certificate of incorporation or bylaws of the

corporation, or of any plan or agreement to which the

corporation is a party, would have required

shareholder approval of the defective corporate act to

be ratified, either at the time of the defective

corporate act or at the time the board of directors

adopts the resolutions ratifying the defective

corporate act pursuant to paragraph 1 of subsection B

of this section.

b. The defective corporate act did not result from a

failure to comply with Section 1090.3 of this title;

or

2. As of the record date for determining the shareholders

entitle to vote on the ratification of the defective corporate act,

there are no shares of valid stock outstanding and entitled to vote

thereon, regardless of whether there then exist any shares of

putative stock.

D. If ratification of a defective corporate act is required to

be submitted to shareholders for approval pursuant to subsection C

of this section, due notice of the time, place, if any, and purpose

Oklahoma Statutes - Title 18. Corporations Page 368

of the meeting shall be given at least twenty (20) days before the

date of the meeting to each holder of valid stock and putative

stock, whether voting or nonvoting, at the address of such holder as

it appears or most recently appeared, as appropriate, on the records

of the corporation. The notice shall also be given to the holders

of record of valid stock and putative stock, whether voting or

nonvoting, as of the time of the defective corporate act, or, in the

case of any defective corporate act that involved the establishment

of a record date for notice of or voting at any meeting of

shareholders, for action by written consent of shareholders in lieu

of a meeting, or for any other purpose, as of the record date for

notice of or voting at such meeting, the record date for action by

written consent, or the record date for such other action, as the

case may be, except that no notice need be given to holders whose

identities or addresses cannot be determined from the records of the

corporation. The notice shall contain a copy of the resolutions

adopted by the board of directors pursuant to paragraph 1 of

subsection B of this section or the information required by

paragraphs a through e of paragraph 1 of subsection B of this

section and a statement that any claim that the defective corporate

act or putative stock ratified hereunder is void or voidable due to

the failure of authorization, or that the District Court should

declare in its discretion that a ratification in accordance with

this section not be effective or be effective only on certain

conditions must be brought within one hundred twenty (120) days from

the validation effective time. At such meeting the quorum and

voting requirements applicable to the ratification of such defective

corporate act shall be the quorum and voting requirements applicable

to the type of defective corporate act proposed to be ratified at

the time of the approval of the ratification, except that:

1. If the certificate of incorporation or bylaws of the

corporation, any plan or agreement to which the corporation was a

party or any provision of this title in effect as of the time of the

defective corporate act would have required a larger number or

portion of stock or of any class or series thereof or of specified

shareholders for a quorum to be present or to approve the defective

corporate act, the presence or approval of such larger number or

portion of stock or of such class or series thereof or of such

specified shareholders shall be required for a quorum to be present

or to approve the ratification of the defective corporate act, as

applicable, except that the presence or approval of shares of any

class or series of which no shares are then outstanding, or of any

person that is no longer a shareholder, shall not be required;

2. The approval by shareholders of the ratification of the

election of a director shall require the affirmative vote of the

majority of shares present at the meeting and entitled to vote on

the election of such director, except that if the certificate of

Oklahoma Statutes - Title 18. Corporations Page 369

incorporation or bylaws of the corporation then in effect or in

effect at the time of the defective election require or required a

larger number or portion of stock or of any class or series thereof

or of specified shareholders to elect such director, the affirmative

vote of such larger number or portion of stock or of any class or

series thereof or of specified shareholders shall be required to

ratify the election of such director, except that the presence or

approval of shares of any class or series of which no shares are

then outstanding, or of any person that is no longer a shareholder,

shall not be required; and

3. In the event of a failure of authorization resulting from

failure to comply with the provisions of Section 1090.3 of this

title, the ratification of the defective corporate act shall require

the vote set forth in paragraph 3 of subsection A of Section 1090.3

of this title, regardless of whether such vote would have otherwise

been required.

Shares of putative stock on the record date for determining

shareholders entitled to vote on any matter submitted to

shareholders pursuant to subsection C of this section, and without

giving effect to any ratification that becomes effective after such

record date, shall neither be entitled to vote nor counted for

quorum purposes in any vote to ratify any defective corporate act.

E. If a defective corporate act ratified pursuant to this

section would have required under any other section of this title

the filing of a certificate in accordance with Section 1007 of this

title, then, whether or not a certificate was previously filed in

respect of such defective corporate act and in lieu of filing the

certificate otherwise required by this title, the corporation shall

file a certificate of validation with respect to such defective

corporate act in accordance with Section 1007 of this title. A

separate certificate of validation shall be required for each

defective corporate act requiring the filing of a certificate of

validation under this section, except that (i) two or more defective

corporate acts may be included in a single certificate of validation

if the corporation filed, or to comply with this title would have

filed, a single certificate under another provision of this title to

effect such acts, and (ii) two or more overissues of shares of any

class, classes or series of stock may be included in a single

certificate of validation, provided that the increase in the number

of authorized shares of each such class or series set forth in the

certificate of validation shall be effective as of the date of the

first such overissue. The certificate of validation shall set

forth:

1. Each defective corporate act that is the subject of the

certificate of validation including, in the case of any defective

corporate act involving the issuance of shares of putative stock,

the number and type of shares of putative stock issued and the date

Oklahoma Statutes - Title 18. Corporations Page 370

or dates upon which such putative shares were purported to have been

issued, the date of such defective corporate act and the nature of

the failure of authorization in respect of such defective corporate

act;

2. A statement that such defective corporate act was ratified

in accordance with this section including the date on which the

board of directors ratified such defective corporate act and the

date, if any, on which the shareholders approved the ratification of

such defective corporate act; and

3. The information required by one of the following paragraphs:

a. if a certificate was previously filed under Section

1007 of this title in respect of such defective

corporate act and no changes to such certificate are

required to give effect to such defective corporate

act in accordance with this section, the certificate

of validation shall set forth (1) the name, title and

filing date of the certificate previously filed and of

any certificate of correction thereto and (2) a

statement that a copy of the certificate previously

filed, together with any certificate of correction

thereto, is attached as an exhibit to the certificate

of validation,

b. if a certificate was previously filed under Section

1007 of this title in respect of the defective

corporate act and such certificate requires any change

to give effect to the defective corporate act in

accordance with this section, including a change to

the date and time of the effectiveness of such

certificate, the certificate of validation shall set

forth (1) the name, title and filing date of the

certificate so previously filed and of any certificate

of correction thereto, (2) a statement that a

certificate containing all of the information required

to be included under the applicable section or

sections of this title to give effect to the defective

corporate act is attached as an exhibit to the

certificate of validation, and (3) the date and time

that such certificate shall be deemed to have become

effective pursuant to this section, or

c. if a certificate was not previously filed under

Section 1007 of this title in respect of the defective

corporate act and the defective corporate act ratified

pursuant to this section would have required under any

other section of this title the filing of a

certificate in accordance with Section 1007 of this

title, the certificate of validation shall set forth

(1) a statement that a certificate containing all of

Oklahoma Statutes - Title 18. Corporations Page 371

the information required to be included under the

applicable section or sections of this title to give

effect to the defective corporate act is attached as

an exhibit to the certificate of validation, and (2)

the date and time that such certificate shall be

deemed to have become effective pursuant to this

section.

A certificate attached to a certificate of validation pursuant

to subparagraph b or c of paragraph 3 of this subsection need not be

separately executed and acknowledged and need not include any

statement required by any other section of this title that such

instrument has been approved and adopted in accordance with the

provisions of such other section.

F. From and after the validation effective time, unless

otherwise determined in an action brought pursuant to Section 1055.2

of this title:

1. Subject to the last sentence of subsection D of this

section, each defective corporate act ratified in accordance with

this section shall no longer be deemed void or voidable as a result

of the failure of authorization described in the adopted resolutions

and such effect shall be retroactive to the time of the defective

corporate act; and

2. Subject to the last sentence of subsection D of this

section, each share or fraction of a share of putative stock issued

or purportedly issued pursuant to any such defective corporate act

shall no longer be deemed void or voidable and shall be deemed to be

an identical share or fraction of a share of outstanding stock as of

the time it was purportedly issued.

G. In respect of each defective corporate act ratified by the

board of directors pursuant to subsection B of this section, prompt

notice of the ratification shall be given to all holders of valid

stock and putative stock, whether voting or nonvoting, as of the

date the board of directors adopts the resolutions approving such

defective corporate act, or as of a date within sixty (60) days

after the date of adoption, as established by the board of

directors, at the address of such holder as it appears or most

recently appeared, as appropriate, on the records of the

corporation. The notice shall also be given to the holders of

record of valid stock and putative stock, whether voting or

nonvoting, as of the time of the defective corporate act, other than

holders whose identities or addresses cannot be determined from the

records of the corporation. The notice shall contain a copy of the

resolutions adopted pursuant to subsection B of this section or the

information specified in subparagraphs a through e of paragraph 1 of

subsection B of this section or subparagraphs a through c of

paragraph 2 of subsection B of this section, as applicable, and a

statement that any claim that the defective corporate act or

Oklahoma Statutes - Title 18. Corporations Page 372

putative stock ratified hereunder is void or voidable due to the

failure of authorization, or that the district court should declare

in its discretion that a ratification in accordance with this

section not be effective or be effective only on certain conditions

must be brought within one hundred twenty (120) days from the later

of the validation effective time or the time at which the notice

required by this subsection is given. Notwithstanding the

foregoing, no such notice shall be required if notice of the

ratification of the defective corporate act is to be given in

accordance with subsection D of this section, and in the case of a

corporation that has a class of stock listed on a national

securities exchange, the notice required by this subsection and

subsection D of this section may be deemed given if disclosed in a

document publicly filed by the corporation with the Securities and

Exchange Commission pursuant to Sections 13, 14 or 15(d) of the

Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder, or the corresponding provisions

of any subsequent United States federal securities laws, rules or

regulations. If any defective corporate act has been approved by

shareholders acting pursuant to Section 1073 of this title, the

notice required by this subsection may be included in any notice

required to be given pursuant to subsection F of Section 1073 of

this title and, if so given, shall be sent to the shareholders

entitled to notice under subsection F of Section 1073 of this title

and to all holders of valid and putative stock to whom notice would

be required under this subsection if the defective corporate act had

been approved at a meeting other than any shareholder who approved

the action by consent in lieu of a meeting pursuant to Section 1073

of this title or any holder of putative stock who otherwise

consented thereto in writing. Solely for purposes of subsection D

of this section and this subsection, notice to holders of putative

stock, and notice to holders of valid stock and putative stock as of

the time of the defective corporate act, shall be treated as notice

to holders of valid stock for purposes of Sections 1067, 1073, 1074,

1075, 1075.2 and 1075.3 of this title.

H. As used in this section and in Section 1055.2 of this title

only, the term:

1. “Defective corporate act” means an overissue, an election or

appointment of directors that is void or voidable due to a failure

of authorization, or any act or transaction purportedly taken by or

on behalf of the corporation that is, and at the time such act or

transaction was purportedly taken would have been, within the power

of a corporation under this title, without regard to the failure of

authorization identified in subparagraph d of paragraph 1 of

subsection B of this section, but is void or voidable due to a

failure of authorization;

2. “Failure of authorization” means:

Oklahoma Statutes - Title 18. Corporations Page 373

a. the failure to authorize or effect an act or

transaction in compliance with:

(1) the provisions of this title,

(2) the certificate of incorporation or bylaws of the

corporation, or

(3) any plan or agreement to which the corporation is

a party or the disclosure set forth in any proxy

or consent solicitation statement, if and to the

extent such failure would render such act or

transaction void or voidable, or

b. the failure of the board of directors or any officer

of the corporation to authorize or approve any act or

transaction taken by or on behalf of the corporation

that would have required for its due authorization the

approval of the board of directors or such officer;

3. “Overissue” means the purported issuance of (a) shares of

capital stock of a class or series in excess of the number of shares

of such class or series the corporation has the power to issue under

Section 1042 of this title at the time of such issuance, or (b)

shares of any class or series of capital stock that is not then

authorized for issuance by the certificate of incorporation of the

corporation;

4. “Putative stock” means the shares of any class or series of

capital stock of the corporation, including shares issued upon

exercise of options, rights, warrants or other securities

convertible into shares of capital stock of the corporation, or

interests with respect thereto that were created or issued pursuant

to a defective corporate act, that: (a) but for any failure of

authorization, would constitute valid stock, or (b) cannot be

determined by the board of directors to be valid stock;

5. “Time of the defective corporate act” means the date and

time the defective corporate act was purported to have been taken;

6. “Valid stock” means the shares of any class or series of

capital stock of the corporation that have been duly authorized and

validly issued in accordance with this title; and

7. “Validation effective time” with respect to any defective

corporate act ratified pursuant to this section means the latest of

(a) the time at which the defective act submitted to the

shareholders for approval pursuant to subsection C of this section

is approved by such shareholders, or if no such vote of shareholders

is required to approve the ratification, the time at which the board

of directors adopts the resolutions required by paragraphs 1 or 2 of

subsection B of this section, (b) where no certificate of validation

is required to be filed pursuant to subsection E of this section,

the time, if any, specified by the board of directors in the

resolutions adopted pursuant to paragraphs 1 or 2 of subsection B of

this section, which time shall not precede the time at which such

Oklahoma Statutes - Title 18. Corporations Page 374

resolutions are adopted; and (c) the time at which any certificate

of validation filed pursuant to subsection E of this section shall

become effective in accordance with Section 1007 of this title.

In the absence of actual fraud in the transaction, the judgment

of the board of directors that shares of stock are valid stock or

putative stock shall be conclusive, unless otherwise determined by

the District Court in a proceeding brought pursuant to Section

1055.2 of this title.

I. Ratification under this section or validation under Section

1055.2 of this title shall not be deemed to be the exclusive means

of ratifying or validating any act or transaction taken by or on

behalf of the corporation, including any defective corporate act, or

any issuance of stock, including any putative stock, or of adopting

or endorsing any act or transaction taken by or in the name of the

corporation prior to the commencement of its existence, and the

absence or failure of ratification in accordance with either this

section or validation under Section 1055.2 of this title shall not,

of itself, affect the validity or effectiveness of any act or

transaction or the issuance of any stock properly ratified under

common law or otherwise, nor shall it create a presumption that any

such act or transaction is or was a defective corporate act or that

such stock is void or voidable.
Okla. Stat. tit. 18, § 18-1017 — OK Code / Title 18 / Section 18-1017
Powers respecting securities of other corporations or
Status: in_force

entities.

POWERS RESPECTING SECURITIES OF

OTHER CORPORATIONS OR ENTITIES

Any corporation organized under the laws of this state may

guarantee, purchase, take, receive, subscribe for or otherwise

acquire; own, hold, use or otherwise employ; sell, lease, exchange,

transfer, or otherwise dispose of; mortgage, lend, pledge or

otherwise deal in and with, bonds and other obligations of, or

shares or other securities or interests in, or issued by, any other

domestic or foreign corporation, partnership, association, or

individual, or by any government or agency or instrumentality

thereof, subject to the limitation prescribed by Section 41 of

Article IX of the Oklahoma Constitution. A corporation while the

owner of any such securities may exercise all the rights, powers and

privileges of ownership, including the right to vote.
Okla. Stat. tit. 18, § 18-438.16 — OK Code / Title 18 / Section 18-438.16
Change of location of principal office
Status: in_force

A cooperative may, upon authorization of its board of trustees

or its members, change the location of its principal office in this

state by filing a certificate reciting such change of principal

office, executed and acknowledged by its president or vice president

under its seal attested by its Secretary, in the office of the

Secretary of State.

Oklahoma Statutes - Title 18. Corporations Page 130
Okla. Stat. tit. 18, § 18-441-1207 — OK Code / Title 18 / Section 18-441-1207
Distribution of assets in winding up limited
Status: in_force

cooperative association.

Oklahoma Statutes - Title 18. Corporations Page 214

DISTRIBUTION OF ASSETS IN WINDING UP LIMITED COOPERATIVE

ASSOCIATION.

(a) In winding up a limited cooperative association’s business,

the association shall apply its assets to discharge its obligations

to creditors, including members that are creditors. The association

shall apply any remaining assets to pay in money the net amount

distributable to members in accordance with their right to

distributions under subsection (b) of this section.

(b) Unless the organic rules otherwise provide, in this

subsection “financial interests” means the amounts recorded in the

names of members in the records of a limited cooperative association

at the time a distribution is made, including amounts paid to become

a member, amounts allocated but not distributed to members, and

amounts of distributions authorized but not yet paid to members.

Unless the organic rules otherwise provide, each member is entitled

to a distribution from the association of any remaining assets in

the proportion of the member’s financial interests to the total

financial interests of the members after all other obligations are

satisfied.
Okla. Stat. tit. 18, § 18-381.40a — OK Code / Title 18 / Section 18-381.40a
Totten Trusts – Express trusts - Payment
Status: in_force

A. Whenever any deposit shall be made in an association by any

person which is in the form of a trust for another, and no other or

further notice of the existence and terms of a legal and valid trust

Oklahoma Statutes - Title 18. Corporations Page 46

shall have been given in writing to the association, in the event of

the death of the trustee, the same, or any part thereof, together

with the interest thereon, may be paid to the person or persons for

whom the deposit was made. A deposit held in this form shall be

deemed to constitute a Totten Trust. A revocation of such trust may

only be made in writing to the association, and the association

shall not suffer any liability for payment of funds pursuant to the

trust unless and until it receives written notice of revocation.

B. 1. If a deposit account is opened with an association by

one or more persons expressly as a trustee for one or more other

named persons and further notice of the existence and terms of a

legal and valid trust is not given in writing to the association,

the association may accept and administer the account as set forth

in subsection A of this section.

2. If a deposit account is opened with an association by one or

more persons expressly as a trustee for one or more other named

persons pursuant to or purporting to be pursuant to a written trust

agreement, the trustee may provide the association with a

certificate of trust to evidence the trust relationship. The

certificate shall be an affidavit of the trustee and must include

the effective date of the trust, the name of the trustee, the name

or method for choosing successor trustees, the name and address of

each beneficiary, the authority granted to the trustee, the

disposition of the account on the death of the trustee or the

survivor of two or more trustees, other information required by the

association, and an indemnification of the association. The

association may accept and administer the account, subject to the

provisions of Title 58 of the Oklahoma Statutes, in accordance with

the certificate of trust without requiring a copy of the trust

agreement. The association is not liable for administering the

account as provided by the certificate of trust, even if the

certificate of trust is contrary to the terms of the trust

agreement, unless the association has actual knowledge of the terms

of the trust agreement.

3. On the death of the trustee or the survivor of two or more

trustees, the association may pay all or part of the withdrawal

value of the account with interest as provided by the certificate of

trust. If the trustee did not deliver a certificate of trust, the

association's right to treat the account as owned by a trustee

ceases on the death of the trustee. On the death of the trustee or

the survivor of two or more trustees, the association shall, unless

the certificate of trust provides otherwise, pay the withdrawal

value of the account, with interest, in equal shares to the persons

who survived the trustee, are named as beneficiaries in the

certificate of trust, and can be located by the association from its

own records. If there is not a certificate of trust, payment of the

withdrawal value and interest shall be made as provided by Title 58

Oklahoma Statutes - Title 18. Corporations Page 47

of the Oklahoma Statutes. Any payment made under this section for

all or part of the withdrawal value and interest discharges any

liability of the association to the extent of the payment. The

association may pay all or part of the withdrawal value and interest

in the manner provided by this section, regardless of whether it has

knowledge of a competing claim, unless the association receives

actual knowledge that payment has been restrained by order of a

court of competent jurisdiction.

4. This section does not obligate an association to accept a

deposit account from a trustee who does not furnish a copy of the

trust agreement or to search beyond its own records for the location

of a named beneficiary.

5. This section does not affect a contractual provision to the

contrary that otherwise complies with the laws of this state.
Okla. Stat. tit. 18, § 18-441-1611 — OK Code / Title 18 / Section 18-441-1611
Consolidation
Status: in_force

CONSOLIDATION.

(a) Constituent entities that are limited cooperative

associations or foreign cooperatives may agree to call a merger a

consolidation under this article.

(b) All provisions governing mergers or using the term merger

in this act apply equally to mergers that the constituent entities

choose to call consolidations under subsection (a) of this section.
Okla. Stat. tit. 18, § 18-441-103 — OK Code / Title 18 / Section 18-441-103
Limited cooperative association subject to amendment
Status: in_force

or repeal of the Uniform Limited Cooperative Association Act of

2009.

LIMITED COOPERATIVE ASSOCIATION SUBJECT TO AMENDMENT OR REPEAL

OF THE UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT OF 2009. A

limited cooperative association governed by the Uniform Limited

Cooperative Association Act of 2009 is subject to any amendment or

repeal of the Uniform Limited Cooperative Association Act of 2009.Oklahoma Statutes - Title 18. Corporations Page 7

Oklahoma Statutes - Title 18. Corporations Page 8

Oklahoma Statutes - Title 18. Corporations Page 9

Oklahoma Statutes - Title 18. Corporations Page 10
Okla. Stat. tit. 18, § 18-1012 — OK Code / Title 18 / Section 18-1012
Organization meeting of incorporators or directors named
Status: in_force

in certificate of incorporation.

ORGANIZATION MEETING OF INCORPORATORS OR DIRECTORS NAMED IN

CERTIFICATE OF INCORPORATION

A. After the filing of the certificate of incorporation, an

organization meeting of the incorporator or incorporators, or of the

board of directors if the initial directors were named in the

certificate of incorporation, shall be held either within or without

this state at the call of a majority of the incorporators or

directors, as the case may be, for the purposes of adopting bylaws,

electing directors if the meeting is of the incorporators, to serve

or hold office until the first annual meeting of shareholders or

until their successors are elected and qualify, electing officers if

the meeting is of the directors, doing any other or further acts to

perfect the organization of the corporation, and transacting such

other business as may come before the meeting.

B. The persons calling the meeting shall give to each other

incorporator or director, as the case may be, at least two (2) days’

notice thereof in writing or by electronic transmission by any usual

Oklahoma Statutes - Title 18. Corporations Page 316

means of communication, which notice shall state the time, place and

purposes of the meeting as fixed by the persons calling it. Notice

of the meeting need not be given to anyone who attends the meeting

or who signs a waiver of notice either before or after the meeting.

C. Unless otherwise restricted by the certificate of

incorporation, any action permitted to be taken at the organization

meeting of the incorporators or directors, as the case may be, may

be taken without a meeting if each incorporator or director, where

there is more than one, or the sole incorporator or director where

there is only one, consents thereto in writing or by electronic

transmission. A consent may be documented, signed, and delivered in

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

whether or not then an incorporator or director may provide, whether

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

action will be effective at a future time including a time

determined upon the happening of an event, no later than sixty (60)

days after such instruction is given or such provision is made and

such consent shall be deemed to have been given for purposes of this

subsection at such effective time so long as such person is then an

incorporator or director, as the case may be, and did not revoke the

consent prior to such time. Any such consent shall be revocable

prior to its becoming effective.

D. If any incorporator is not available to act, then any person

for whom or on whose behalf the incorporator was acting directly or

indirectly as employee or agent may take any action that such

incorporator would have been authorized to take under this section

or Section 1011 of this title; provided, that any instrument signed

by such other person, or any record of the proceedings of a meeting

in which such person participated, shall state that such

incorporator is not available and the reason therefor, that such

incorporator was acting directly or indirectly as employee or agent

for or on behalf of such person, and that such person’s signature on

such instrument or participation in such meeting is otherwise

authorized and not wrongful.
Okla. Stat. tit. 18, § 18-954.1 — OK Code / Title 18 / Section 18-954.1
Application of Sections 951 through 956 - Production of
Status: in_force

nursery stock.

The provisions of Sections 951 through 956 of Title 18 of the

Oklahoma Statutes shall not apply if a corporation, partnership,

limited liability company, or other legal entity, either domestic or

foreign engages in the production of nursery stock, as defined in

Section 3-11 of Title 2 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-381.18 — OK Code / Title 18 / Section 18-381.18
Application and supporting data
Status: in_force

The application for a certificate of authority to transact

business as an association shall be accompanied by data concerning

the community in which the proposed association is to be located,

the occupations of the incorporators, and a plan for payment of

expenses of the proposed association until it is incorporated and is

granted a certificate of authority, in the case of a stock

association, or until it becomes self-sustaining from its own

operating income in the case of a mutual association.
Okla. Stat. tit. 18, § 18-867 — OK Code / Title 18 / Section 18-867
Director - Breach of fiduciary duty - Liability
Status: in_force

In addition to the immunity provisions of Section 866 of Title

18 of the Oklahoma Statutes, no member of the board of directors of

a nonprofit corporation shall be personally liable to the

corporation, or members thereof, for monetary damages for breach of

fiduciary duty as a director, provided that such immunity from

liability shall not extend to:

1. any breach of the director's duty of loyalty to the

corporation; or

2. any acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of the law; or

3. any transaction from which the director derived an improper

personal benefit.
Okla. Stat. tit. 18, § 18-549 — OK Code / Title 18 / Section 18-549
Charitable and educational corporations may engage in
Status: in_force

business.

Any corporation heretofore or hereafter organized under the laws

of the State of Oklahoma for charitable or educational purposes may

Oklahoma Statutes - Title 18. Corporations Page 240

maintain and carry on any and all kinds of business enterprises that

an individual or corporation may lawfully carry on under the laws of

the State of Oklahoma as auxiliary enterprises and may do so either

directly or through any other corporation or corporations, a

majority of whose stock it lawfully owns, in order that additional

funds may be obtained with which to carry out only the charitable or

educational purposes of such corporation.
Okla. Stat. tit. 18, § 18-807 — OK Code / Title 18 / Section 18-807
Name of domestic professional entity
Status: in_force

The name of every domestic professional entity shall end with

one or more of the words or abbreviations permitted in the

applicable associated acts; provided, that such words or

abbreviations shall be modified by the word “professional” or some

abbreviation of the combination, with or without punctuation,

including, without limitation: “P.C.”, “P.L.P.” or “P.L.L.C.”.

Provided further, each of the regulating boards may by rule adopt

further requirements as to the names of professional entities

organized to render professional services within the jurisdiction of

such regulating board.
Okla. Stat. tit. 18, § 18-2054.5 — OK Code / Title 18 / Section 18-2054.5
Registered series of members, managers, membership
Status: in_force

interests, or assets.

REGISTERED SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR

ASSETS

A. If an operating agreement provides for the establishment or

formation of one or more series, then a registered series may be

formed by complying with this section. An operating agreement does

not need to use the term “registered” when referencing series or to

refer to this section, and a reference in an operating agreement for

a registered series, including a registered series resulting from

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

continue to refer to Section 2054.4 of Title 18 of the Oklahoma

Statutes, which reference is deemed a reference to this section with

respect to the registered series. A registered series is formed by

the filing of articles of registered series in the Office of the

Secretary of State.

B. Notice of the limitation on liabilities of a registered

series as referenced in subsection C of this section shall be set

forth in the articles of organization of the limited liability

company. Notice in articles of organization of the limitation on

liabilities of a registered series as referenced in subsection C of

this section shall be sufficient for all purposes of this subsection

whether or not the limited liability company has formed any

registered series when the notice is included in the articles of

organization, and there shall be no requirement that (i) any

specific registered series of the limited liability company be

referenced in the notice, (ii) the notice use the term “registered”

when referencing series or include a reference to this section, or

(iii) the articles of organization be amended if it includes a

reference to Section 2054.4 of Title 18 of the Oklahoma Statutes.

Any reference to Section 2054.4 of Title 18 of the Oklahoma Statutes

in the articles of organization of a limited liability company that

has one or more registered series is deemed a reference to this

Oklahoma Statutes - Title 18. Corporations Page 593

section with respect to the registered series. The fact that

articles of organization that contain the foregoing notice of the

limitation on liabilities of a series is on file in the Office of

the Secretary of State shall constitute notice of the limitation on

liabilities of a registered series.

C. Notwithstanding anything to the contrary set forth in this

act or under other applicable law, to the extent the records

maintained for a registered series account for the assets associated

with the series separately from the other assets of the limited

liability company, or any other series thereof, then the debts,

liabilities, obligations, and expenses incurred, contracted for, or

otherwise existing with respect to the series shall be enforceable

against the assets of the series only, and not against the assets of

the limited liability company generally or any other series thereof,

and, unless otherwise provided in the operating agreement, none of

the debts, liabilities, obligations, and expenses incurred,

contracted for, or otherwise existing with respect to the limited

liability company generally or any other series thereof shall be

enforceable against the assets of the series. Neither the

provisions of this subsection nor any provision pursuant thereto in

an operating agreement, articles of organization, or articles of

registered series shall (i) restrict a registered series or limited

liability company on behalf of a registered series from agreeing in

the operating agreement or otherwise that any or all of the debts,

liabilities, obligations, and expenses incurred, contracted for, or

otherwise existing with respect to the limited liability company

generally or any other series thereof shall be enforceable against

the assets of the registered series; or (ii) restrict a limited

liability company from agreeing in the operating agreement or

otherwise that any or all of the debts, liabilities, obligations,

and expenses incurred, contracted for, or otherwise existing with

respect to a registered series shall be enforceable against the

assets of the limited liability company generally. Assets

associated with a registered series may be held directly or

indirectly, including in the name of the series, in the name of the

limited liability company, through a nominee, or otherwise. Records

maintained for a registered series that reasonably identify its

assets, including by specific listing, category, type, quantity,

computational or allocational formula or procedure including a

percentage or share of any asset or assets, or by any other method

where the identity of the assets is objectively determinable, will

be deemed to account for the assets associated with the series

separately from the other assets of the limited liability company,

or any other series thereof. As used in this act, a reference to

assets of a registered series includes assets associated with the

series, a reference to assets associated with a registered series

includes assets of the series, a reference to members or managers of

Oklahoma Statutes - Title 18. Corporations Page 594

a registered series includes members or managers associated with the

series, and a reference to members or managers associated with a

registered series includes members or managers of the series. The

following shall apply to a registered series:

1. A registered series may carry on any lawful business,

purpose, or activity, regardless of whether for profit, that a

limited liability company may conduct in this state. Unless

otherwise provided in an operating agreement, a registered series

shall have the power and capacity to, in its own name, contract,

hold title to assets, including real, personal, and intangible

property, grant liens and security interests, and sue and be sued;

2. Except as otherwise provided by this act, no member or

manager of a registered series shall be obligated personally for any

debt, obligation, or liability of the series, whether arising in

contract, tort, or otherwise, solely by reason of being a member or

acting as manager of the series. Notwithstanding the preceding

sentence, under an operating agreement or under another agreement, a

member or manager may agree to be obligated personally for any or

all of the debts, obligations, and liabilities of one or more

registered series;

3. An operating agreement may provide for classes or groups of

members or managers associated with a registered series having the

relative rights, powers, and duties as the operating agreement may

provide, and may make a provision for the future creation, in the

manner provided in the operating agreement, of additional classes or

groups of members or managers associated with the series having the

relative rights, powers, and duties as may from time to time be

established, including rights, powers, and duties senior to existing

classes and groups of members or managers associated with the

series. An operating agreement may provide for the taking of an

action, including the amendment of the operating agreement, without

the vote or approval of any member, manager, or class or group of

members or managers, including an action to create under the

provisions of the operating agreement a class or group of a

registered series of membership interests that was not previously

outstanding. An operating agreement may provide that any member or

class or group of members associated with a registered series shall

have no voting rights;

4. An operating agreement may grant to all or certain

identified members or managers or a specified class or group of the

members or managers associated with a registered series the right to

vote separately or with all or any class or group of the members or

managers associated with the series, on any matter. Voting by

members or managers associated with a registered series may be on a

per capita, number, financial interest, class, group, or any other

basis;

Oklahoma Statutes - Title 18. Corporations Page 595

5. Unless otherwise provided in an operating agreement, the

management of a registered series shall be vested in the members

associated with the series in proportion to the then current

percentage or other interest of members in the profits of the series

owned by all of the members associated with the series, the decision

of members owning a majority of the percentage or other interest in

the profits controlling; provided, however, that if an operating

agreement provides for the management of a registered series, in

whole or in part, by a manager, the management of the series, to the

extent so provided, shall be vested in the manager who shall be

chosen in the manner provided in the operating agreement. The

manager of a registered series shall also hold the offices and have

the responsibilities accorded to the manager as set forth in an

operating agreement. A registered series may have more than one

manager. Subject to Section 2014 of Title 18 of the Oklahoma

Statutes, a manager shall cease to be a manager with respect to a

registered series as provided in an operating agreement. Except as

otherwise provided in an operating agreement, any event under this

act or in an operating agreement that causes a manager to cease to

be a manager with respect to a registered series shall not, in

itself, cause the manager to cease to be a manager of the limited

liability company or with respect to any other series thereof;

6. Notwithstanding Section 2029 of Title 18 of the Oklahoma

Statutes, but subject to paragraphs 7 and 10 of this subsection, and

unless otherwise provided in an operating agreement, at the time a

member of a registered series becomes entitled to receive a

distribution with respect to the series, the member has the status

of, and is entitled to all remedies available to, a creditor of the

series, with respect to the distribution. An operating agreement

may provide for the establishment of a record date with respect to

allocations and distributions with respect to a registered series;

7. Notwithstanding subsection A of Section 2030 of Title 18 of

the Oklahoma Statutes, a limited liability company may make a

distribution with respect to a registered series. A limited

liability company shall not make a distribution with respect to a

registered series to a member to the extent that at the time of the

distribution, after giving effect to the distribution, all

liabilities of the series, other than liabilities to members on

account of their membership interests with respect to the series and

liabilities for which the recourse of creditors is limited to

specified property of the series, exceed the fair value of the

assets associated with the series, except that the fair value of

property of the series that is subject to a liability for which the

recourse of creditors is limited shall be included in the assets

associated with the series only to the extent that the fair value of

that property exceeds that liability. For purposes of the

immediately preceding sentence, the term “distribution” shall not

Oklahoma Statutes - Title 18. Corporations Page 596

include amounts constituting reasonable compensation for present or

past services or reasonable payments made in the ordinary course of

business pursuant to a bona fide retirement plan or other benefits

program. A member who receives a distribution in violation of this

paragraph, and who knew at the time of the distribution that the

distribution violated this paragraph, shall be liable to the

registered series for the amount of the distribution. A member who

receives a distribution in violation of this paragraph, and who did

not know at the time of the distribution that the distribution

violated this paragraph, shall not be liable for the amount of the

distribution. Subject to Section 2031 of Title 18 of the Oklahoma

Statutes, which shall apply to any distribution made with respect to

a registered series under this paragraph, this paragraph shall not

affect any obligation or liability of a member under an agreement or

other applicable law for the amount of a distribution;

8. Unless otherwise provided in the operating agreement, a

member shall cease to be associated with a registered series and to

have the power to exercise any rights or powers of a member with

respect to the series upon the assignment of all of the member’s

membership interest with respect to the series. Except as otherwise

provided in an operating agreement, any event under this act or an

operating agreement that causes a member to cease to be associated

with a registered series shall not, in itself, cause the member to

cease to be associated with any other series or terminate the

continued membership of a member in the limited liability company or

cause the dissolution of the registered series, regardless of

whether the member was the last remaining member associated with the

series;

9. Subject to Section 2037 of Title 18 of the Oklahoma

Statutes, except to the extent otherwise provided in the operating

agreement, a registered series may be dissolved and its affairs

wound up without causing the dissolution of the limited liability

company. The dissolution of a registered series shall not affect

the limitation on liabilities of the series provided by this

subsection. A registered series is dissolved and its affairs shall

be wound up upon the dissolution of the limited liability company

under Section 2037 of Title 18 of the Oklahoma Statutes or otherwise

upon the first to occur of the following:

a. at the time specified in the operating agreement,

b. upon the happening of events specified in the

operating agreement,

c. unless otherwise provided in the operating agreement,

upon the vote or consent of members associated with

the series who own more than two-thirds of the then-

current percentage or other interest in the profits of

the series of the limited liability company owned by

all of the members associated with the series, or

Oklahoma Statutes - Title 18. Corporations Page 597

d. the dissolution of the series under paragraph 11 of

this subsection;

10. Notwithstanding Section 2039 of Title 18 of the Oklahoma

Statutes, unless otherwise provided in the operating agreement, a

manager associated with a registered series who has not wrongfully

dissolved the series or, if none, the members associated with the

series or a person approved by the members associated with the

series, in either case, by members who own a majority of the then

current percentage or other interest in the profits of the series

owned by all of the members associated with the series, may wind up

the affairs of the series; but the district court, upon cause shown,

may wind up the affairs of a registered series upon application of

any member or manager associated with the series, or the member’s

personal representative or assignee, and in connection therewith,

may appoint a liquidating trustee. The persons winding up the

affairs of a registered series may, in the name of the limited

liability company and for and on behalf of the limited liability

company and the series, take all actions with respect to the series

as are permitted under subsection A of Section 2039 of Title 18 of

the Oklahoma Statutes. The persons winding up the affairs of a

registered series shall provide for the claims and obligations of

the series and distribute the assets of the series as provided in

Section 2039 of Title 18 of the Oklahoma Statutes, which section

shall apply to the winding up and distribution of assets of a

registered series. Actions taken in accordance with this paragraph

shall not affect the liability of members and shall not impose

liability on a liquidating trustee;

11. On application by or for a member or manager associated

with a registered series, the district court may decree dissolution

of the series whenever it is not reasonably practicable to carry on

the business of the series in conformity with an operating

agreement; and

12. For all purposes of the laws of this state, a registered

series is an association, regardless of the number of members or

managers, if any, of the series.

D. To form a registered series of a limited liability company,

articles of registered series must be filed in accordance with this

subsection.

1. The articles of registered series:

a. shall set forth:

(1) the name of the limited liability company,

(2) the name of the registered series, and

(3) the street address of its principal place of

business, wherever located, and the name and

street address of its registered agent which

shall be identical to its registered office in

this state, and

Oklahoma Statutes - Title 18. Corporations Page 598

b. may include any other matter that the members of the

registered series determine to include therein.

2. Articles of registered series shall be executed in

accordance with Section 2006 of Title 18 of the Oklahoma Statutes

and shall be filed in the Office of the Secretary of State in

accordance with Section 2007 of Title 18 of the Oklahoma Statutes.

Articles of registered series shall be effective as of the effective

time of the filing unless a later effective date or time, which

shall be a date or time certain, is provided for in the articles of

registered series. The articles of registered series are not an

amendment to the articles of organization of the limited liability

company. The filing of articles of registered series in the office

of the Secretary of State shall make it unnecessary to file any

other documents under this act.

3. The articles of registered series are amended by filing

articles of amendment in the Office of the Secretary of State. The

articles of amendment of the articles of registered series shall set

forth:

a. the name of the limited liability company,

b. the name of the registered series, and

c. the amendment to the articles of registered series.

4. A manager of a registered series or, if there is no manager,

then any member of a registered series who becomes aware that any

statement in the articles of registered series filed with respect to

the registered series was false when made, or that any matter

described therein has changed making the articles of registered

series false in any material respect, shall promptly amend the

articles of registered series.

5. The articles of registered series may be amended at any time

for any other proper purpose.

6. Unless otherwise provided in this act or unless a later

effective date or time, which shall be a date or time certain, is

provided for in the articles of amendment of the articles of

registered series, the articles of amendment shall be effective at

the time of filing with the Secretary of State.

7. The articles of registered series shall be canceled upon the

cancellation of the articles of organization of the limited

liability company named in the articles of registered series, or

upon the filing of articles of dissolution of the articles of

registered series or upon the future effective date or time of the

articles of dissolution of the articles of registered series, or as

provided in subsection B of Section 2012.1 of Title 18 of the

Oklahoma Statutes, or upon the filing of articles of merger or

consolidation of the registered series if the registered series is

not the surviving or resulting registered series in a merger or

consolidation, or upon the future effective date or time of the

articles of merger or consolidation of the registered series if the

Oklahoma Statutes - Title 18. Corporations Page 599

registered series is not the surviving or resulting registered

series in a merger or consolidation, or upon the filing of the

articles of conversion of the registered series to a protected

series, or upon the future effective date or time of the articles of

conversion of the registered series to a protected series. Articles

of dissolution of the articles of registered series may be filed at

any time, and shall be filed, in the Office of the Secretary of

State to accomplish the cancellation of the articles of registered

series upon the dissolution of a registered series for which the

articles of registered series were filed and completion of the

winding up of the registered series. Articles of dissolution of the

articles of registered series shall set forth:

a. the name of the limited liability company,

b. the name of the registered series,

c. the date of filing of the articles of registered

series,

d. the future effective date or time, which shall be a

date or time certain, of cancellation if it is not to

be effective upon the filing of the articles of

dissolution, and

e. any other information the person filing the articles

of dissolution of the articles of registered series

determines.

8. Articles of dissolution that are filed in the Office of the

Secretary of State before the dissolution or the completion of

winding up of a registered series may be corrected as an erroneously

executed articles of dissolution by filing with the Office of the

Secretary of State articles of correction of the articles of

dissolution of the articles of registered series in accordance with

Section 2012 of Title 18 of the Oklahoma Statutes.

9. The Secretary of State shall not issue articles of good

standing with respect to a registered series if its articles of

registered series are canceled or the limited liability company has

ceased to be in good standing.
Okla. Stat. tit. 18, § 18-1077 — OK Code / Title 18 / Section 18-1077
Amendment of certificate of incorporation after receipt
Status: repealed

of payment for stock - Nonstock corporations.

AMENDMENT OF CERTIFICATE OF INCORPORATION AFTER RECEIPT OF PAYMENT

FOR STOCK - NONSTOCK CORPORATIONS

A. 1. After a corporation has received payment for any of its

capital stock, or after a nonstock corporation has members, it may

amend its certificate of incorporation, from time to time, in any

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

of incorporation as amended would contain only such provisions as it

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

incorporation filed at the time of the filing of the amendment; and

if a change in stock or the rights of shareholders, or an exchange,

reclassification, subdivision, combination, or cancellation of stock

or rights of shareholders is to be made, such provisions as may be

necessary to effect such change, exchange, reclassification,

subdivision, combination, or cancellation. In particular, and

without limitation upon the general power of amendment, a

corporation may amend its certificate of incorporation, from time to

time, so as:

a. to change its corporate name,

b. to change, substitute, enlarge or diminish the nature

of its business or its corporate powers and purposes,

c. to increase or decrease its authorized capital stock

or to reclassify the same, by changing the number, par

value, designations, preferences, or relative,

participating, optional, or other special rights of

the shares, or the qualifications, limitations or

restrictions of such rights, or by changing shares

with par value into shares without par value, or

shares without par value into shares with par value

either with or without increasing or decreasing the

number of shares or by subdividing or combining the

Oklahoma Statutes - Title 18. Corporations Page 406

outstanding shares of any class or series of a class

of shares into a greater or lesser number of

outstanding shares,

d. to cancel or otherwise affect the right of the holders

of the shares of any class to receive dividends which

have accrued but have not been declared,

e. to create new classes of stock having rights and

preferences either prior and superior or subordinate

and inferior to the stock of any class then

authorized, whether issued or unissued,

f. to change the period of its duration, or

g. to delete (1) such provisions of the original

certificate of incorporation which named the

incorporator or incorporators, the initial board of

directors and the original subscribers for shares, and

(2) such provisions contained in any amendment to the

certificate of incorporation as were necessary to

effect a change, exchange, reclassification,

subdivision, combination or cancellation of stock, if

such change, exchange, reclassification, subdivision,

combination or cancellation has become effective.

2. Any or all changes or alterations provided for in paragraph

1 of this subsection may be effected by one certificate of

amendment.

B. Every amendment authorized by the provisions of subsection A

of this section shall be made and effected in the following manner:

1. If the corporation has capital stock, its board of directors

shall adopt a resolution setting forth the amendment proposed,

declaring its advisability, and either calling a special meeting of

the shareholders entitled to vote in respect thereof for the

consideration of the amendment or directing that the amendment

proposed be considered at the next annual meeting of shareholders;

provided, however, that unless otherwise expressly required by the

certificate of incorporation, no meeting or vote of shareholders

shall be required to adopt an amendment that effects only changes

described in paragraph (a) or (g) of subsection A of this section.

The special or annual meeting shall be called and held upon notice

in accordance with the provisions of Section 1067 of this title.

The notice shall set forth the amendment in full or a brief summary

of the changes to be effected thereby, unless such notice

constitutes a notice of Internet availability of proxy materials

under the rules promulgated under the Securities Exchange Act of

1934. At the meeting a vote of the shareholders entitled to vote

thereon shall be taken for and against any proposed amendment that

requires adoption by shareholders. If no vote of shareholders is

required to effect such amendment, or if a majority of the

outstanding stock entitled to vote thereon, and a majority of the

Oklahoma Statutes - Title 18. Corporations Page 407

outstanding stock of each class entitled to vote thereon as a class,

has been voted in favor of the amendment, a certificate setting

forth the amendment and certifying that the amendment has been duly

adopted in accordance with the provisions of this section shall be

executed, acknowledged and filed and shall become effective in

accordance with the provisions of Section 1007 of this title.

2. The holders of the outstanding shares of a class shall be

entitled to vote as a class upon a proposed amendment, whether or

not entitled to vote thereon by the provisions of the certificate of

incorporation, if the amendment would increase or decrease the

aggregate number of authorized shares of the class, increase or

decrease the par value of the shares of the class, or alter or

change the powers, preferences or special rights of the shares of

the class so as to affect them adversely. If any proposed amendment

would alter or change the powers, preferences or special rights of

one or more series of any class so as to affect them adversely, but

shall not so affect the entire class, then only the shares of the

series so affected by the amendment shall be considered a separate

class for the purposes of this paragraph. The number of authorized

shares of any such class or classes of stock may be increased or

decreased, but not below the number of shares thereof then

outstanding, by the affirmative vote of the holders of a majority of

the stock of the corporation entitled to vote irrespective of the

provisions of this paragraph, if so provided in the original

certificate of incorporation, in any amendment thereto which created

the class or classes of stock or which was adopted prior to the

issuance of any shares of the class or classes of stock, or in any

amendment thereto which was authorized by a resolution or

resolutions adopted by the affirmative vote of the holders of a

majority of the class or classes of stock.

3. If the corporation is a nonstock corporation, then the

governing body thereof shall adopt a resolution setting forth the

amendment proposed and declaring its advisability. If a majority of

all the members of the governing body shall vote in favor of the

amendment, a certificate thereof shall be executed, acknowledged and

filed and shall become effective in accordance with the provisions

of Section 1007 of this title. The certificate of incorporation of

any nonstock corporation may contain a provision requiring an

amendment thereto to be approved by a specified number or percentage

of the members or of any specified class of members of the

corporation in which event the proposed amendment shall be submitted

to the members or to any specified class of members of the

corporation in the same manner, so far as applicable, as is provided

for in this section for an amendment to the certificate of

incorporation of a stock corporation; and in the event of the

adoption thereof by the members, a certificate evidencing the

amendment shall be executed, acknowledged and filed and shall become

Oklahoma Statutes - Title 18. Corporations Page 408

effective in accordance with the provisions of Section 1007 of this

title.

4. Whenever the certificate of incorporation shall require

action by the board of directors of a corporation other than a

nonstock corporation or by the governing body of a nonstock

corporation, by the holders of any class or series of shares or by

the members, or by the holders of any other securities having voting

power, the vote of a greater number or proportion than is required

by the provisions of the Oklahoma General Corporation Act, the

provision of the certificate of incorporation requiring a greater

vote shall not be altered, amended, or repealed except by a greater

vote.

C. The resolution authorizing a proposed amendment to the

certificate of incorporation may provide that at any time prior to

the effectiveness of the filing of the amendment with the Secretary

of State, notwithstanding authorization of the proposed amendment by

the shareholders of the corporation or by the members of a nonstock

corporation, the board of directors or governing body may abandon

the proposed amendment without further action by the shareholders or

members.
Okla. Stat. tit. 18, § 18-1204 — OK Code / Title 18 / Section 18-1204
Amending certificate of incorporation for existing
Status: in_force

corporations.

A. An existing business corporation may become a benefit

corporation under the Oklahoma Benefit Corporation Act by amending

its certificate of incorporation so that it contains, in addition to

the requirements of Title 6 or Title 18 of the Oklahoma Statutes, a

statement that the corporation is a benefit corporation. In order

to be effective, the amendment shall be adopted by at least the

minimum status vote.

B. 1. Except as provided in paragraph 2 of this subsection, if

a domestic entity that is not a benefit corporation is a party to a

merger, consolidation or conversion and the surviving, new or

resulting entity in the merger, consolidation or conversion is to be

a benefit corporation, the plan of merger, consolidation or

conversion shall be adopted or approved by the domestic entity by at

least the minimum status vote.

Oklahoma Statutes - Title 18. Corporations Page 531

2. Paragraph 1 of this subsection shall not apply in the case

of a corporation that is a party to a merger if the shareholders of

the corporation are not entitled to vote on the merger pursuant to

Section 1083 of Title 18 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-1205 — OK Code / Title 18 / Section 18-1205
Termination of benefit corporation status
Status: in_force

A. A benefit corporation may terminate its status and cease to

be subject to the Oklahoma Benefit Corporation Act by amending its

certificate of incorporation to delete the provision required by

Sections 3 and 4 of this act to be stated in the certificate of a

benefit corporation. In order to be effective, the amendment shall

be adopted by at least the minimum status vote.

B. 1. Except as provided in paragraph 2 of this subsection, if

a plan of merger, consolidation or conversion would have the effect

of terminating the status of a business corporation as a benefit

corporation, the plan shall be adopted by at least the minimum

status vote in order to be effective.

2. Paragraph 1 of this subsection shall not apply in the case

of a corporation that is a party to a merger if the shareholders of

the corporation are not entitled to vote on the merger.

3. Any sale, lease, exchange or other disposition of all or

substantially all of the assets of a benefit corporation, unless the

transaction is in the usual and regular course of business, shall

not be effective unless the transaction is approved by at least the

minimum status vote.
Okla. Stat. tit. 18, § 18-437.4 — OK Code / Title 18 / Section 18-437.4
Incorporators
Status: in_force

Five or more natural persons, or two or more cooperatives, may

organize a cooperative in the manner hereinafter provided.
Okla. Stat. tit. 18, § 18-381.39a — OK Code / Title 18 / Section 18-381.39a
Joint accounts – P.O.D. accounts – Designation of
Status: in_force

beneficiaries - Payment.

A. When a deposit has been made or shall hereafter be made in

any association in the names of two or more persons, payable to any

of them or payable to any of them or their survivor, such deposit,

or any part thereof, or any interest thereon, may be paid to either

of the persons, whether one of such persons shall be a minor or not,

and whether the other be living or not. The receipt or acquittance

of the person so paid shall be valid and sufficient release and

discharge to the association for any payment so made.

B. 1. When a deposit has been made or shall hereafter be made

in any association using the terms "Payable on Death" or "P.O.D.",

such deposits shall be payable on the designated person's death to a

trust designated in the deposit account agreement as the P.O.D.

beneficiary, or to an individual or individuals named beneficiary,

if living, and if not, to the named beneficiary's estate,

notwithstanding any provision to the contrary contained in Sections

41 through 57 of Title 84 of the Oklahoma Statutes. Such deposit

shall constitute a contract between the depositor and the

association that upon the death of the named owner of the account

Oklahoma Statutes - Title 18. Corporations Page 45

the association will hold the funds for or pay them to the named

beneficiary or the estate of the named beneficiary.

2. In order to designate multiple payable-on-death

beneficiaries for a deposit account, the account should be styled as

follows: "(Name of Account Owner), payable on death (or P.O.D.) to

(Name of Beneficiary), (Name of Beneficiary), and (Name of

Beneficiary), in equal shares".

3. Adjustments may be made in the styling, depending upon the

number of beneficiaries. It is to be understood that each

beneficiary is entitled to a proportionate share of the account

proceeds upon the owner's death. In the event of the death of a

beneficiary prior to the death of the owner, the beneficiary's share

shall go to the beneficiary's estate. It is not permissible for an

account to designate unequal shares for different payable-on-death

beneficiaries.

4. An association may require the owner of an account to

provide an address for any payable-on-death beneficiary. If the

P.O.D. account is an interest-bearing account and the funds are not

claimed by the payable-on-death beneficiary or beneficiaries within

sixty (60) days after the death of the account holder, or after the

association has notice of the account holder's death, whichever is

later, the association has the right to convert the account to a

noninterest-bearing account.

5. No change in the designation of a named beneficiary shall be

valid unless executed by the owner of the fund and in the form and

manner prescribed by the association; however, this section shall be

subject to the provisions of Section 178 of Title 15 of the Oklahoma

Statutes.

6. The receipt or acquittance of the named beneficiary so paid

or the legal representative of such named beneficiary's estate, if

deceased, shall be valid and sufficient release and discharge to the

association for any payment so made, unless, prior to such payment,

the association receives notice in the form and manner required in

Section 905 of Title 6 of the Oklahoma Statutes.

C. The provisions of this section shall apply to all forms of

deposit accounts, including, but not limited to, transaction

accounts, savings accounts, certificates of deposits, negotiable

order of withdrawal (N.O.W.) accounts, and money market deposit

accounts (M.M.D.A.).
Okla. Stat. tit. 18, § 18-1018 — OK Code / Title 18 / Section 18-1018
Lack of Corporate Capacity or Power, Effect - Ultra
Status: in_force

Vires.

LACK OF CORPORATE CAPACITY OR POWER, EFFECT; ULTRA VIRES

No act of a corporation and no conveyance or transfer of real or

personal property to or by a corporation shall be invalid by reason

of the fact that the corporation was without capacity or power to do

such act or to make or receive such conveyance or transfer, but such

lack of capacity or power may be asserted:

1. In a proceeding by a shareholder against the corporation to

enjoin the doing of any act or acts or the transfer of real or

personal property by or to the corporation. If the unauthorized

acts or transfer sought to be enjoined are being, or are to be,

performed or made pursuant to any contract to which the corporation

is a party, the court, if all of the parties to the contract are

parties to the proceeding and if it deems the same to be equitable,

Oklahoma Statutes - Title 18. Corporations Page 326

may set aside and enjoin the performance of such contract, and in so

doing, may allow to the corporation or to the other parties to the

contract, as the case may be, such compensation as may be equitable

for the loss or damage sustained by any of them which may result

from the action of the court in setting aside and enjoining the

performance of such contract. Anticipated profits to be derived

from the performance of the contract shall not be awarded by the

court as a loss or damage sustained;

2. In a proceeding by the corporation, whether acting directly

or through a receiver, trustee, or other legal representative, or

through shareholders in a representative suit, against an incumbent

or former officer or director of the corporation for loss or damage

due to his unauthorized act; or

3. In a proceeding by the Attorney General to dissolve the

corporation, or to enjoin the corporation from the transaction of

unauthorized business.
Okla. Stat. tit. 18, § 18-2042 — OK Code / Title 18 / Section 18-2042
Foreign limited liability company - Laws governing -
Status: in_force

Powers, rights and privileges.

A. Subject to the Constitution of this state:

1. The laws of the state or other jurisdiction under which a

foreign limited liability company is organized shall govern its

organization and internal affairs and the liability of its managers

and members; and

2. A foreign limited liability company may not be denied

registration by reason of any difference between those laws and the

laws of this state.

B. A foreign limited liability company holding a valid

registration in this state shall have no greater rights and

privileges than a domestic limited liability company. The

registration shall not be deemed to authorize the foreign limited

liability company to exercise any of its powers or purposes that a

domestic limited liability company is forbidden by law to exercise

in this state.
Okla. Stat. tit. 18, § 18-381.46 — OK Code / Title 18 / Section 18-381.46
Right to withdraw
Status: in_force

The holder of a deposit account in an association shall have the

right to withdraw all or any part of the deposit account, subject to

the right of the association and authority of the State Banking

Commissioner or the Director of the Office of Thrift Supervision, to

impose limitations upon the right of withdrawal from a deposit

account for a fixed or minimum term with respect to which deposit

account the applicable fixed or minimum term has not expired. With

respect to deposit accounts which consist solely of funds in which

the entire beneficial interest is held by one or more individuals or

by an organization which is operated primarily for religious,

philanthropic, charitable, educational, political, or other similar

purposes and which is not operated for profit, and with respect to

deposits of public funds by an officer, employee or agent of the

United States, any state, county, municipality, or political

subdivision thereof, the District of Columbia, the Commonwealth of

Puerto Rico, American Samoa, Guam, any territory or possession of

the United States, or any political subdivision thereof, such

deposit accounts may be subject to check or to transfer or

withdrawal on negotiable order or authorization to the association,

and deposit account holders may make withdrawals or transfers from

such accounts upon nontransferable order or authorization. An

association may offer money market deposit accounts, as defined by

federal regulations, and may permit withdrawals or transfers from

such accounts to the same extent permitted by federal regulations,

but subject to all of the limitations contained therein.
Okla. Stat. tit. 18, § 18-591 — OK Code / Title 18 / Section 18-591
Community fund or chest corporations - Amendment of
Status: in_force

articles of incorporation.

Any community fund or community chest corporation organized

under the laws of this state for which a charter has been issued may

amend its articles of incorporation in any particular competent to

have been embodied or inserted in the original articles of

incorporation of such company, including any provision authorized by

this act. In order to amend its articles of incorporation, it

shall be necessary for such amendment to have been authorized at any

regular meeting of its members, or at a special meeting of such

members called for the purpose of making such amendment. When so

authorized, new articles signed by the president and secretary of

the corporation and entitled "Amended Articles of Incorporation"

shall be filed with the Secretary of State, who upon the payment of

the fees provided by Section 541, of Title 18, O.S. 1951, shall

cause an amended charter to issue, signed by him as Secretary of

State and attested by the seal of the state, for which date the

amendment shall relate back and be considered a part of the original

articles of incorporation to the same effect as if originally set

forth therein.
Okla. Stat. tit. 18, § 18-441-301 — OK Code / Title 18 / Section 18-441-301
Organizers
Status: in_force

ORGANIZERS. A limited cooperative association must be organized

by one or more organizers.
Okla. Stat. tit. 18, § 18-1101 — OK Code / Title 18 / Section 18-1101
Jurisdiction of Court
Status: in_force

JURISDICTION OF COURT

The district court shall have jurisdiction of the application

prescribed in Section 100 of this act and of all questions arising

in the proceedings thereon, and may make such orders and decrees and

issue injunctions therein as justice and equity shall require.
Okla. Stat. tit. 18, § 18-441-407 — OK Code / Title 18 / Section 18-441-407
Amendment or restatement of articles of organization -
Status: in_force

Filing.

AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION; FILING.

(a) To amend its articles of organization, a limited

cooperative association must deliver to the Secretary of State for

filing an amendment of the articles, or restated articles of

organization or articles of conversion or merger pursuant to Article

16 of the Uniform Limited Cooperative Association Act of 2009, which

contain one or more amendments of the articles of organization,

stating:

(1) The name of the association;

(2) The date of filing of the association’s initial articles;

and

(3) The changes the amendment makes to the articles as most

recently amended or restated.

(b) Before the beginning of the initial meeting of the board of

directors, an organizer who knows that information in the filed

articles of organization was inaccurate when the articles were filed

or has become inaccurate due to changed circumstances shall

promptly:

(1) Cause the articles to be amended; or

(2) If appropriate, deliver an amendment to the Secretary of

State for filing pursuant to Section 23 of this act.

(c) If restated articles of organization are adopted, the

restated articles may be delivered to the Secretary of State for

filing in the same manner as an amendment.

(d) Upon filing, an amendment of the articles of organization

or other record containing an amendment of the articles which has

been properly adopted by the members is effective as provided in

subsection (c) of Section 23 of this act.
Okla. Stat. tit. 18, § 18-1075 — OK Code / Title 18 / Section 18-1075
Exception to requirements of notice
Status: in_force

EXCEPTION TO REQUIREMENTS OF NOTICE

A. Whenever notice is required to be given, pursuant to any

provision of this title or of the certificate of incorporation or

bylaws of any corporation, to any person with whom communication is

unlawful, the giving of such notice to such person shall not be

required and there shall be no duty to apply to any governmental

authority or agency for a license or permit to give such notice to

such person. Any action or meeting which shall be taken or held

without notice to any such person with whom communication is

unlawful shall have the same force and effect as if such notice had

been duly given. In the event that the action taken by the

Oklahoma Statutes - Title 18. Corporations Page 400

corporation is such as to require the filing of a certificate under

any of the other sections of this title, the certificate shall

state, if such is the fact and if notice is required, that notice

was given to all persons entitled to receive notice except such

persons with whom communication is unlawful.

B. Whenever notice is required to be given pursuant to any

provision of the Oklahoma General Corporation Act or the certificate

of incorporation or bylaws of any corporation, to any shareholder

or, if the corporation is a nonstock corporation, to any member to

whom:

1. Notice of two consecutive annual meetings and all notices of

meetings or of the taking of action by written consent without a

meeting to such person during the period between such two

consecutive annual meetings; or

2. All, and at least two, payments, if sent by first-class

mail, of dividends or interest on securities during a twelve-month

period,

have been mailed addressed to such person at the person’s address as

shown on the records of the corporation and have been returned

undeliverable, the giving of such notice to such person shall not be

required. Any action or meeting which shall be taken or held

without notice to such person shall have the same force and effect

as if such notice had been duly given. If any such person shall

deliver to the corporation a written notice setting forth the

person’s then current address, the requirement that notice be given

to such person shall be reinstated. In the event that the action

taken by the corporation is such as to require the filing of a

certificate under any of the other sections of this act, the

certificate need not state that notice was not given to persons to

whom notice was not required to be given pursuant to the provisions

of this subsection.

C. The exception in paragraph 1 of subsection B to the

requirement that notice be given shall not be applicable to any

notice returned as undeliverable if the notice was given by

electronic transmission.
Okla. Stat. tit. 18, § 18-441-402 — OK Code / Title 18 / Section 18-441-402
Notice and action on amendment of organic rules
Status: in_force

NOTICE AND ACTION ON AMENDMENT OF ORGANIC RULES.

(a) Except as provided in subsection (a) of Section 33 of this

act and subsection (f) of Section 37 of this act, the organic rules

of a limited cooperative association may be amended only at a

members meeting. An amendment may be proposed by either:

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

percentage if required by the organic rules; or

(2) One or more petitions signed by at least ten percent (10%)

of the patron members or at least ten percent (10%) of the investor

members.

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

consider an amendment proposed pursuant to subsection (a) of this

section. The meeting must be held not later than ninety (90) days

following the proposal of the amendment by the board or receipt of a

petition. The board must mail or otherwise transmit or deliver in a

record to each member:

(1) The proposed amendment, or a summary of the proposed

amendment and a statement of the manner in which a copy of the

amendment in a record may be reasonably obtained by a member;

(2) A recommendation that the members approve the amendment, 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 amendment to the members; and

(4) Notice of the meeting at which the proposed amendment will

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

a special meeting of members.
Okla. Stat. tit. 18, § 18-441-513 — OK Code / Title 18 / Section 18-441-513
Voting by investor members
Status: in_force

VOTING BY INVESTOR MEMBERS. If the organic rules provide for

investor members, each investor member has one vote, unless the

organic rules otherwise provide. The organic rules may provide for

the allocation of investor member voting power by class, classes, or

any combination of classes.
Okla. Stat. tit. 18, § 18-866 — OK Code / Title 18 / Section 18-866
Immunity of directors - Scope and extent
Status: in_force

A. Except as otherwise provided by this section, no member of

the board of directors of a nonprofit corporation that holds a valid

exemption from federal income taxation issued pursuant to Section

501(a) of the Internal Revenue Code (26 U.S.C. Section 501(a)) or

Section 528 of the Internal Revenue Code (26 U.S.C. Section 528) and

is listed as an exempt organization in Section 501(c) of the

Oklahoma Statutes - Title 18. Corporations Page 282

Internal Revenue Code (26 U.S.C. Section 501(c)) or files as such

pursuant to Section 528 of the Internal Revenue Code shall be held

personally liable for damages resulting from:

1. any negligent act or omission of an employee of the

nonprofit corporation; or

2. any negligent act or omission of another director.

B. The immunity provided by subsection A of this section shall

not extend to intentional torts or grossly negligent acts or

omissions personal to any director of the nonprofit corporation.

C. If a nonprofit corporation transfers assets to a member of

the board of directors of such corporation or to another nonprofit

corporation in order to avoid claims against corporate assets

resulting from a judgment rendered as a result of a suit to recover

damages for the negligence of the corporation, a corporate employee

or a director, the director to whom the asset is transferred or any

director of the corporation from which assets are transferred to

avoid such claims may be held personally liable for any such

judgment rendered and the immunity provided by this section shall be

of no force or effect.

D. The provisions of this section shall only apply to suits for

recovery of damages based upon causes of action that accrue on or

after the effective date of this act.
Okla. Stat. tit. 18, § 18-381.24d — OK Code / Title 18 / Section 18-381.24d
Consumer banking electronic facilities - Assistance in
Status: in_force

operation of facility - Access - Authority of federal savings

associations.

A. Any association may install, operate or utilize consumer

banking electronic facilities, provided written notice is given to

the State Banking Commissioner prior to the commencement of

operations of each facility. Such notice shall contain any

reasonable descriptive information pertaining to the facility as

shall be required by the rules or regulations of the Commissioner.

B. A consumer banking electronic facility, when located other

than at an association's main office or detached facility, may be

operated exclusively by association customers or transactions may be

performed through the assistance of any person provided that person

is not employed, either directly or indirectly, by any association,

association holding company or subsidiary thereof. Such assistance

shall not be deemed to be engaging in association business. Persons

assisting association customers at the site of a consumer banking

electronic facility may be trained by association employees and

nothing in this section shall be construed to prohibit periodic

servicing of a consumer banking electronic facility by an

Oklahoma Statutes - Title 18. Corporations Page 37

association employee. Under no circumstances may an employee of an

association, association holding company, affiliate or subsidiary

thereof perform transactions for others at the consumer banking

electronic facility. However, a consumer banking electronic

facility located on the business premises of a person engaged in the

sale of goods or services may be used to perform internal nonbanking

functions for such persons.

C. Consumer banking electronic facility transactions shall be

considered as the conduct of association transactions at the main

office of the association for which the data is transmitted.

D. 1. An association or combination of associations or

business entity or organization offering such services to an

association which establishes or maintains a manned or unmanned

consumer banking electronic facility or facilities shall make the

use thereof available to associations located in this state on a

fair and equitable basis of nondiscriminatory access and rates.

Provided, that if a retailer does accept any credit or debit card or

other system, nothing herein shall be construed to deprive such

retailer of the right to accept or reject any other credit or debit

card or other system offered by any other association or business

entity.

2. An association or combination of associations which

establishes and maintains a manned consumer banking electronic

facility or facilities may make the use thereof available on a

reciprocal basis to banks and credit unions located in this state on

a fair and equitable basis of nondiscriminatory access and rates.

3. In the event of a dispute, the Commissioner shall have the

jurisdiction to determine, after a hearing conducted upon notice and

pursuant to regulations adopted by the Commissioner, what

constitutes a fair and equitable basis of nondiscriminatory access

and rates, based upon cost of installation and proportionate usage

of the facility. A principal factor in any equitable formula of

shared costs of installation and/or operation shall give weight to

the number of transactions of each participating association.

4. Proceedings under this section shall be subject to Article

II of the Administrative Procedures Act, Section 309 et seq. of

Title 75 of the Oklahoma Statutes.

E. Nothing contained in this section shall be construed to

limit the authority of federal savings associations to install,

operate or utilize consumer banking electronic facilities in

accordance with federal law and regulations.
Okla. Stat. tit. 18, § 18-552.3 — OK Code / Title 18 / Section 18-552.3
Registration - Fee - Information to be filed - Out-of-
Status: in_force

state organizations.

A. No charitable organization that is either located within

this state or that is soliciting contributions from any person in

this state, except those specifically exempt under Section 552.4 of

this title, shall solicit contributions until the charitable

organization shall have registered with the Office of the Secretary

of State and filed information, as required by the Oklahoma

Solicitation of Charitable Contributions Act, on forms approved by

that office. At the time of registration, each charitable

organization, except as otherwise provided in this section, shall

pay a fee of Sixty-five Dollars ($65.00). The first Fifteen Dollars

($15.00) of the fee shall be deposited to the credit of the General

Revenue Fund of the State Treasury. Thirty-four Dollars ($34.00) of

the fee shall be deposited to the credit of the Attorney General

Charitable Solicitations Enforcement Revolving Fund and the

remaining Sixteen Dollars ($16.00) shall be deposited to the credit

of the Secretary of State Charitable Solicitations Revolving Fund.

Provided, a charitable organization whose contributions during the

previous registration period did not exceed Ten Thousand Dollars

($10,000.00) or if this is the charitable organization's first

registration period and the anticipated contributions for the

Oklahoma Statutes - Title 18. Corporations Page 244

current registration period are not expected to exceed Ten Thousand

Dollars ($10,000.00), shall pay a fee of Fifteen Dollars ($15.00) of

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

Attorney General Charitable Solicitations Enforcement Revolving Fund

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

credit of the Secretary of State Charitable Solicitations Revolving

Fund. Each charitable organization that is required to register

under this act shall register annually with the Secretary of State

by the date that the charitable organization files its Form 990 or

by the date, plus extensions, that it is required to file its Form

990, whichever occurs first. Registration shall not be deemed to

constitute an endorsement by the state or by the Secretary of State

of any charitable organization or the proposed uses of the funds

solicited. The information so filed shall be available to the

general public. The charitable organization shall provide the

following information on the required forms:

1. The legal name of the charitable organization, any trade

names that the charitable organization uses, any other name the

organization may be identified or known as, and any distinctive

names the organization uses for purposes of solicitation of

contributions;

2. The mailing address of the charitable organization;

3. The name and mailing address of:

a. each officer, director, trustee, and/or equivalent, and

b. each salaried executive employee of the charitable

organization;

4. The name and mailing address of:

a. each professional fundraiser or professional solicitor

that will have custody of the contributions, and

b. each person associated with a professional fundraiser,

professional solicitor or charitable organization that

is directly responsible for the payment and

distribution of funds collected;

5. The name and mailing address of each professional

fundraising counsel utilized by the charitable organization;

6. For charitable organizations that register for the first

time, a statement of whether or not the charitable organization

believes contributions for the first year of registration will

exceed Ten Thousand Dollars ($10,000.00);

7. The purposes for which the contributions solicited are to be

used;

8. For the initial registration of a newly formed charitable

organization, a copy of a letter from the Internal Revenue Service,

or other evidence, showing that such organization is exempt from

federal income taxation; or, for a charitable organization that has

not applied for federal income tax exemption with the Internal

Revenue Service or is not required to apply for federal income tax

Oklahoma Statutes - Title 18. Corporations Page 245

exemption, evidence showing that said charitable organization is

organized in any state or jurisdiction as a not-for-profit entity;

9. An identification of the period of time or periods during

which solicitations are to be conducted, which may be specific

periods, estimated or projected time frames, or continuous, and

which may involve different periods for different types of

solicitations by the same charitable organization;

10. An identification of the specific method or methods of

solicitation utilized by the charitable organization and its agents;

11. Whether the solicitation is to be conducted by the

following for or on behalf of the charitable organization:

professional fundraisers, employees or volunteers of the charitable

organization, and/or others; and

12. If the solicitation is to be conducted in whole or in part

by professional fundraisers, the names and addresses of each

professional fundraiser involved in the solicitation; the basis of

payment or other consideration payable to each professional

fundraiser and the nature of the arrangements between the charitable

organization and each professional fundraiser, the specific amount,

formula or percentage of compensation, or property of any kind or

value to be paid or provided to each professional fundraiser; and if

payment is based on a percentage, the amount of compensation as a

percentage of the total contributions received, and the net amount

of the total contributions received (total contributions received,

less expenses of solicitation other than amounts payable to any

professional fundraiser).

B. In addition to the required information in subsection A of

this section, every charitable organization subject to the

provisions of the Oklahoma Solicitation of Charitable Contributions

Act that has solicited contributions during the previous fiscal year

shall provide the following information:

1. The gross amount of the contributions, gifts, grants and

other similar amounts received by the charitable organization;

2. The total Program Service Expenses of the charitable

organization;

3. The total Management and General Expenses of the charitable

organization;

4. The total Fundraising Expenses of the charitable

organization; and

5. The aggregate amount paid, or payable, to professional

fundraisers and professional fundraising counsel.

C. 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

Oklahoma Statutes - Title 18. Corporations Page 246

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

therein are true.

D. If a charitable organization that is registered with the

Secretary of State to solicit contributions in this state changes

its name or the mailing address of its principal office, or plans to

engage in the solicitation of contributions using a name that is not

listed on its registration form, then it shall, prior to soliciting

any funds in this state using any such name, file with the Secretary

of State a statement executed by an authorized officer of the

organization setting forth any new name and mailing address along

with a fee of Twenty-five Dollars ($25.00). Such fee shall be

deposited to the credit of the General Revenue Fund of the State

Treasury.

E. Any fraternal or membership organization not based in

Oklahoma which solicits contributions from any person of this state

by telephone, or contracts with professional fundraisers to solicit

such contributions, shall be required to have at least one member or

employee of the fraternal or membership organization residing within

the county where the call is received.
Okla. Stat. tit. 18, § 18-437.20 — OK Code / Title 18 / Section 18-437.20
Disposition of property
Status: in_force

A cooperative may not sell, mortgage, lease or otherwise dispose

of or encumber all or any substantial portion of its property unless

such sale, mortgage, lease, or other disposition or encumbrance is

authorized at a duly held meeting of the members thereof by the

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

of the cooperative, and unless the notice of such proposed sale,

mortgage, lease, or other disposition or encumbrance shall have been

contained in the notice of the meeting; provided, however, that

notwithstanding anything herein contained, or any other provisions

of law, the board of trustees of a cooperative, without

authorization by the members thereof, shall have full power and

authority upon an affirmative vote of not less than two-thirds (2/3)

of the board of trustees to authorize the execution and delivery of

a lease and leaseback transaction only where the board of trustees

determines that such transaction will not impair the ability of the

cooperative to use the assets as needed to serve the members;

provided, however, that such transactions shall apply only to the

physical assets of a cooperative and shall not be used to effect a

sale or other disposition of the cooperative business entity itself;

and further, shall have full power and authority to authorize the

execution and delivery of a mortgage or mortgages or a deed or deeds

Oklahoma Statutes - Title 18. Corporations Page 120

of trust upon, or the pledging or encumbering of, any or all of the

property, assets, rights, privileges, licenses, franchises and

permits of the cooperative, whether acquired or to be acquired, and

wherever situated, as well as the revenues and income therefrom, all

upon such terms and conditions as the board of trustees shall

determine, to secure any indebtedness of the cooperative to the

United States of America or any instrumentality or agency thereof or

to any corporation or financial institution authorized to assist in

the credit and financial needs of rural electric cooperatives.