Okla. Stat. tit. 18, § 18-381.84 — OK Code / Title 18 / Section 18-381.84
Criminal embezzlement, abstraction, or misapplication
Status: in_force

of association funds.

It shall be a criminal offense for any officer, director,

shareholder or employee of any association to directly or indirectly

Oklahoma Statutes - Title 18. Corporations Page 100

embezzle, abstract, or misapply, or cause to be embezzled,

abstracted or misapplied any of the funds or securities or other

property of or under the control of the association with intent to

deceive, injure, cheat, wrong, or defraud any person or entity.
Okla. Stat. tit. 18, § 18-441-1406 — OK Code / Title 18 / Section 18-441-1406
Revocation of certificate of authority
Status: in_force

REVOCATION OF CERTIFICATE OF AUTHORITY.

(a) A certificate of authority may be revoked by the Secretary

of State in the manner provided in subsection (b) of this section if

the foreign cooperative does not:

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

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

Limited Cooperative Association Act of 2009 or law of this state

other than the Uniform Limited Cooperative Association Act of 2009;

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

its annual report;

(3) Appoint and maintain an agent for service of process; or

(4) Deliver for filing a statement of change not later than

thirty (30) days after a change has occurred in the name of the

agent or the address of the foreign cooperative’s designated office.

(b) To revoke a certificate of authority, the Secretary of

State must file a notice of revocation and send a copy to the

foreign cooperative’s registered agent for service of process in

this state or, if the foreign cooperative does not appoint and

maintain an agent for service of process in this state, to the

foreign cooperative’s principal office. The notice must state:

(1) The revocation’s effective date, which must be at least

sixty (60) days after the date the Secretary of State sends the

copy; and

(2) The foreign cooperative’s noncompliance that is the reason

for the revocation.

(c) The authority of a foreign cooperative to transact business

in this state ceases on the effective date of the notice of

revocation unless before that date the foreign cooperative cures

each failure to comply stated in the notice. If the foreign

cooperative cures the failures, the Secretary of State shall so

indicate on the filed notice.
Okla. Stat. tit. 18, § 18-865 — OK Code / Title 18 / Section 18-865
Liability of directors - Findings of Legislature
Status: in_force

The Legislature finds that nonprofit corporations serve

important functions in providing services and assistance to persons

in the state and that in order for these nonprofit corporations to

function effectively, persons serving on the board of directors

should not be subject to vicarious liability for the negligence of

corporate employees or other directors. The Legislature finds that

potential exposure to vicarious liability has a detrimental effect

on the participation of persons as directors of nonprofit

corporations and that providing immunity to directors of such

corporations for certain types of liability will promote the general

health, safety and welfare of citizens in the state.
Okla. Stat. tit. 18, § 18-1096 — OK Code / Title 18 / Section 18-1096
Dissolution – Procedure
Status: in_force

DISSOLUTION; PROCEDURE

A. If it should be deemed advisable in the judgment of the

board of directors of any corporation that it should be dissolved,

the board, after the adoption of a resolution to that effect by a

majority of the whole board at any meeting called for that purpose,

shall cause notice to be mailed to each shareholder entitled to vote

thereon as of the record date for determining the shareholders

entitled to notice of the meeting of the adoption of the resolution

and of a meeting of shareholders to take action upon the resolution.

B. At the meeting a vote shall be taken upon the proposed

dissolution. If a majority of the outstanding stock of the

corporation entitled to vote thereon shall vote for the proposed

dissolution, a certificate of dissolution shall be filed with the

Secretary of State pursuant to subsection D of this section.

C. Dissolution of a corporation may also be authorized without

action of the directors if all the shareholders entitled to vote

thereon shall consent in writing and a certificate of dissolution

Oklahoma Statutes - Title 18. Corporations Page 476

shall be filed with the Secretary of State pursuant to subsection D

of this section.

D. If dissolution is authorized in accordance with this

section, a certificate of dissolution shall be executed,

acknowledged and filed, and shall become effective, in accordance

with Section 1007 of this title. Such certificate of dissolution

shall set forth:

1. The name of the corporation;

2. The date dissolution was authorized;

3. That the dissolution has been authorized by the board of

directors and shareholders of the corporation, in accordance with

subsections A and B of this section, or that the dissolution has

been authorized by all of the shareholders of the corporation

entitled to vote on a dissolution, in accordance with subsection C

of this section;

4. The names and addresses of the directors and officers of the

corporation; and

5. The date of filing of the corporation’s original certificate

of incorporation with the Secretary of State.

E. The resolution authorizing a proposed dissolution may

provide that notwithstanding authorization or consent to the

proposed dissolution by the shareholders, or the members of a

nonstock corporation pursuant to Section 1097 of this title, the

board of directors or governing body may abandon such proposed

dissolution without further action by the shareholders or members.

F. If a 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 set forth:

1. The name of the corporation;

2. The date specified in the corporation’s certificate of

incorporation limiting the duration of its existence;

3. The names and addresses of the directors and officers of the

corporation; and

4. The date of filing of the corporation’s original certificate

of incorporation with the Secretary of State.

Failure to timely file a certificate of dissolution under this

subsection with respect to any 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

Oklahoma Statutes - Title 18. Corporations Page 477

Secretary of State after the date specified in a 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.

G. A corporation shall be dissolved upon the earlier of the

date specified in such corporation’s certificate of incorporation

under paragraph 5 of subsection B of Section 1006 of this title or

upon the effectiveness in accordance with Section 1007 of this title

of a certificate of dissolution filed in accordance with this

section.
Okla. Stat. tit. 18, § 18-441-1703 — OK Code / Title 18 / Section 18-441-1703
Savings clause
Status: in_force

SAVINGS CLAUSE. The Uniform Limited Cooperative Association Act

of 2009 does not affect an action or proceeding commenced, or right

accrued, before January 1, 2010.
Okla. Stat. tit. 18, § 18-381.53b — OK Code / Title 18 / Section 18-381.53b
Impairment of permanent capital stock - Notice -
Status: in_force

Appraisals - Assessments.

Oklahoma Statutes - Title 18. Corporations Page 57

A. If the State Banking Commissioner, as a result of any

examination or from any report made to the Commissioner, finds that

the permanent capital stock of any association is impaired, the

Commissioner shall notify the association that such impairment

exists and require the association to immediately make good such

impairment. After such notice has been given to an association and

until the impairment has been made good, that association may not

issue or renew any time instrument if that instrument, when

aggregated with any other funds of the same depositor in the same

capacity, would equal or exceed One Hundred Thousand Dollars

($100,000.00) unless such time instrument earns an annual rate of

interest less than four percent (4%). In the event the amount of

the impairment as determined by the Commissioner is questioned by

the association, then upon application, which shall be filed within

ten (10) days, the value of the assets in question shall be

determined by appraisals made by independent appraisers acceptable

to the Commissioner and the association.

B. The directors of the association, upon which such notice has

been made, shall levy a pro rata assessment upon the permanent

capital stock thereof to make good such impairment and shall cause

notice of such request of the Commissioner and such levy to be given

in writing to each stockholder of such association and the amount of

assessment which the stockholder must pay for the purpose of making

such assessment.
Okla. Stat. tit. 18, § 18-1131 — OK Code / Title 18 / Section 18-1131
Additional requirements in case of change of name,
Status: in_force

mailing address, authorized capital or business purpose, or merger,

consolidation or conversion.

Oklahoma Statutes - Title 18. Corporations Page 503

ADDITIONAL REQUIREMENTS IN CASE OF CHANGE OF NAME, MAILING

ADDRESS, AUTHORIZED CAPITAL OR BUSINESS PURPOSE,

OR MERGER, CONSOLIDATION OR CONVERSION

A. Every foreign corporation admitted to do business in this

state which shall change its corporate name, the mailing address of

its principal office, or its authorized capital, or shall enlarge,

limit or otherwise change the business which it proposes to do in

this state, within thirty (30) days after the time the change

becomes effective, shall file with the Secretary of State a

statement executed by an authorized officer of the corporation and

acknowledged in accordance with the provisions of Section 1007 of

this title, setting forth:

1. The name of the foreign corporation as it appears on the

records of the Secretary of State of this state;

2. The jurisdiction of its incorporation;

3. The date it was authorized to do business in this state;

4. If the name of the foreign corporation has been changed, a

statement of the name relinquished, a statement of the new name and

a statement that the change of name has been effected pursuant to

the laws of the jurisdiction of its incorporation and the date the

change was effected;

5. If the mailing address of its principal office has been

changed, a statement of the mailing address relinquished and a

statement of the new mailing address;

6. If the authorized capital of the corporation has been

changed, a restatement of the corporate article which states its

amended capitalization, a statement that the change has been

effected pursuant to the laws of the jurisdiction of its

incorporation and the date the change was effected;

7. If the business it proposes to do in this state is to be

enlarged, limited or otherwise changed, a statement reflecting such

change and a statement that it is authorized to do such business in

the jurisdiction of its incorporation; and

8. If the name and/or address of the additional agent has

changed, a statement of the new name and address.

B. Whenever a foreign corporation authorized to transact

business in this state shall merge with, consolidate into or convert

to another corporation or business entity, within thirty (30) days

after the merger, consolidation or conversion becomes effective, it

shall file a certificate, issued by the proper officer of the state

or country of its incorporation, attesting to the occurrence of the

event. If the merger, consolidation or conversion has changed the

corporate name, mailing address, or authorized capital of the

foreign corporation or has enlarged, limited or otherwise changed

the business it proposes to do in this state, it shall also comply

with the provisions of subsection A of this section.

Oklahoma Statutes - Title 18. Corporations Page 504

C. Whenever a foreign corporation authorized to transact

business in this state ceases to do business in this state because

of a merger, consolidation or conversion, it shall comply with the

provisions of Section 1135 of this title.

D. The Secretary of State shall be paid the fee prescribed in

Section 1142 of this title for filing and indexing each statement or

certificate required by the provisions of subsection A or B of this

section.
Okla. Stat. tit. 18, § 18-381.73 — OK Code / Title 18 / Section 18-381.73
Acquisition of control - Prohibited transactions -
Status: in_force

Approval of acquisition - Branching, acquisition and conversion by

subsidiaries - Limitations and restrictions - Applicable law -

Penalties.

A. An out-of-state savings institution, upon approval by the

State Banking Commissioner, may acquire direct or indirect control

of an unlimited number of in-state savings associations for

operation as in-state savings institutions, and may acquire any such

institutions' parent Oklahoma holding company. Any acquisition made

pursuant to the provisions of this section may include assets and

liabilities of the in-state savings institution or its parent

Oklahoma holding company and all branches and facilities thereof.

B. 1. No in-state savings institution which becomes a

subsidiary of an out-of-state savings institution under any

extraordinary acquisition provisions of federal law, or which is

otherwise controlled by an out-of-state savings institution, shall

be permitted to acquire direct or indirect ownership or control of,

or to convert to a branch, any additional in-state savings

institution or to establish additional branches or facilities,

except as otherwise provided for in this section.

2. No out-of-state savings institution may directly or

indirectly acquire control of an in-state savings institution or its

parent Oklahoma holding company except as otherwise permitted by

this section.

C. No acquisition provided for in this section shall be

permitted unless the approval of the Commissioner required pursuant

to subsection A of this section:

1. Includes, for all acquisitions, a finding that:

a. the in-state savings institution sought to be acquired

or all of the savings institution subsidiaries of the

Oklahoma Statutes - Title 18. Corporations Page 83

parent Oklahoma holding company sought to be acquired

have either been in existence and continuous operation

for more than five (5) years, and

b. notice of intent to acquire has been published in a

newspaper of general paid circulation in the county or

counties where the in-state savings institution to be

acquired is located and that a notice of intent to

acquire has been mailed by certified mail with return

receipt requested to each person owning stock in the

in-state savings institution to be acquired or in its

parent Oklahoma holding company or, if the in-state

savings institution to be acquired is a mutual

association, notice has been given as in the case of a

proceeding under Section 381.61 of this title;

2. Includes, for any acquisition of a majority of the voting

shares of a stock association or of its parent Oklahoma holding

company, or for any acquisition of a mutual association by merger or

purchase and assumption transaction with another in-state savings

association, a finding that the acquisition has been approved by the

board of directors and a majority of the stockholders of or holders

of voting rights in the in-state savings institution or of its

parent Oklahoma holding company, as applicable;

3. Subjects the acquisition to any conditions, restrictions,

and requirements that would be applicable to such an acquisition by

an in-state savings institution of an out-of-state savings

institution in the state where the out-of-state savings institution

has its main office, if such state has enacted and implemented

legislation authorizing the acquisition by an in-state savings

institution of out-of-state savings institutions located in that

state, but that would not be applicable to acquisitions in that

state by an out-of-state savings institution all of whose savings

institution subsidiaries are located in that state; and

4. Except when the additional acquisition is of an in-state

savings institution whose stock is held as stock acquired in the

course of realizing upon a security interest which secured a debt

previously contracted in good faith prior to the original

acquisition by the out-of-state savings institution, prohibits

additional branching and further acquisitions by an in-state savings

institution which is a subsidiary of an out-of-state savings

institution unless and until the earlier of:

a. such time as the Commissioner determines that the

state in which the out-of-state savings institution

has its main office has enacted and implemented

legislation authorizing in-state savings institutions

to acquire savings institutions in that state on a

reciprocal basis, or

Oklahoma Statutes - Title 18. Corporations Page 84

b. the expiration of a four-year period commencing on the

date of acquisition by the out-of-state savings

institution.

D. Any in-state savings institution or its parent Oklahoma

holding company which becomes a subsidiary of an out-of-state

financial institution under the extraordinary acquisition provisions

of federal law, or which is otherwise deemed to be controlled by an

out-of-state financial institution, may acquire direct or indirect

ownership or control of any additional in-state financial

institution or its parent Oklahoma holding company, establish

additional branches or facilities, or convert the existing

controlled in-state savings institution to branches of another in-

state savings institution:

1. If the Commissioner has determined that the principal place

of business of the out-of-state savings institution has enacted and

implemented reciprocal acquisition legislation within the purview of

this section; or

2. Upon the expiration of a four-year period commencing on the

date of acquisition by the out-of-state savings institution.

E. All limitations and restrictions of this act applicable to

in-state savings institutions shall apply to an in-state savings

institution which becomes a direct or indirect subsidiary of an out-

of-state savings institution and to the out-of-state savings

institution. The provisions of this subsection shall not be

construed to prohibit the acquisition by an out-of-state savings

institution of all or substantially all of the shares of an in-state

savings institution organized solely for the purpose of facilitating

the acquisition of a savings institution which has been in existence

and continuous operation as a savings institution for more than five

(5) years, if the acquisition has otherwise been approved pursuant

to this subsection. Nor shall the provisions of this subsection be

construed to prohibit an out-of-state savings institution which

acquires an in-state savings institution under this section from

additional acquisitions under this section, if such acquisition

would otherwise be permitted.

F. Any out-of-state savings institution which controls an in-

state savings institution shall be subject to the laws of this state

and the rules of its agencies relating to the acquisition,

ownership, and operation of in-state savings institutions. The

Commissioner shall make such rules including the imposition of

reasonable application and administration fees as it finds necessary

to implement the provisions of this act.

G. The Commissioner may enter into cooperative agreements with

other regulatory agencies to facilitate the regulation of savings

institutions doing business in this state. If such agreements

result in the payment of fees, however calculated, by any other

regulatory agency to the Oklahoma State Banking Department for

Oklahoma Statutes - Title 18. Corporations Page 85

examination activities conducted by Department personnel, whether

such examination activity is conducted inside or outside this state,

such fees shall be deposited in the Bank Examination Revolving Fund

established in Section 211.2 of Title 6 of the Oklahoma Statutes.

If such agreements result in the payment of fees, however

calculated, by the Department to any other bank supervisory agency

for examination activities conducted by such other regulatory

agency, whether such examination activity is conducted inside or

outside this state, such fees shall be paid by the Department from

the Bank Examination Revolving Fund established by Section 211.2 of

Title 6 of the Oklahoma Statutes. The Commissioner may accept

reports of examinations and other records from such other agencies

in lieu of the Commissioner conducting examinations of in-state

savings institutions controlled by out-of-state savings

institutions. The Commissioner may take any action jointly with

other regulatory agencies having concurrent jurisdiction over

savings institutions doing business in this state or may take such

actions independently in order to carry out its responsibilities.

H. The Commissioner shall have the power to enforce the

prohibitions provided for in subsection B of this section by

requiring divestiture and through the imposition of fines and

penalties, the issuance of cease and desist orders, and such other

remedies as are provided by law.

I. Any organization which intentionally and willfully violates

any provision of this section, upon conviction, shall be fined not

less than Five Hundred Dollars ($500.00) nor more than Five Thousand

Dollars ($5,000.00) for each day during which the violation

continues. Any individual who intentionally and willfully

participates in a violation of any provision of this section, upon

conviction, shall be guilty of a Class D3 felony offense and shall

be fined not more than Ten Thousand Dollars ($10,000.00), or

imprisoned as provided for in subsections B through F of Section 20P

of Title 21 of the Oklahoma Statutes, or both such fine and

imprisonment.

J. Any final order of the Commissioner pursuant to this section

shall be appealable pursuant to Section 207 of Title 6 of the

Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-1082 — OK Code / Title 18 / Section 18-1082
Merger or consolidation of domestic and foreign
Status: in_force

corporations - Service of process upon surviving or resulting

corporation.

MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN CORPORATIONS;

SERVICE OF PROCESS UPON SURVIVING OR RESULTING CORPORATION

A. Any one or more domestic corporations may merge or

consolidate with one or more foreign corporations, unless the laws

of the jurisdiction or jurisdictions under which such foreign

corporation or corporations are organized prohibit the merger or

consolidation. The constituent corporations may merge into a single

surviving corporation, which may be any one of the constituent

corporations, or they may consolidate into a new resulting

corporation formed by the consolidation, which may be a corporation

of the jurisdiction of organization of any one of the constituent

corporations, pursuant to an agreement of merger or consolidation,

as the case may be, complying and approved in accordance with the

provisions of this section.

B. All the constituent corporations shall enter into an

agreement of merger or consolidation. The agreement shall state:

1. The terms and conditions of the merger or consolidation;

2. The mode of carrying the same into effect;

3. In the case of a merger in which the surviving corporation

is a domestic corporation, such amendments or changes in the

certificate of incorporation of the surviving corporation as are

desired to be effected by the merger, which amendments or changes

may amend and restate the certificate of incorporation of the

surviving corporation in its entirety, or, if no such amendments or

changes are desired, a statement that the certificate of

incorporation of the surviving corporation shall be its certificate

of incorporation;

4. In the case of a consolidation in which the resulting

corporation is a domestic corporation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the agreement;

Oklahoma Statutes - Title 18. Corporations Page 423

5. The manner, if any, of converting the shares of each of the

constituent corporations into shares or other securities of the

corporation surviving or resulting from the merger or consolidation,

or of canceling some or all of the shares, and, if any shares of any

of the constituent corporations are not to remain outstanding, to be

converted solely into shares or other securities of the surviving or

resulting corporation or to be canceled, the cash, property, rights

or securities of any other corporation or entity which the holder of

the shares is to receive in exchange for, or upon conversion of, the

shares and the surrender of any certificates evidencing them, which

cash, property, rights or securities of any other corporation or

entity may be in addition to or in lieu of the shares or other

securities of the surviving or resulting corporation;

6. Other details or provisions as are deemed desirable

including, without limiting the generality of the foregoing, a

provision for the payment of cash in lieu of the issuance or

recognition of fractional shares, rights or other securities of the

surviving or resulting corporation or of any other corporation or

entity, the shares, rights or other securities of which are to be

received in the merger or consolidation, or for some other

arrangement with respect thereto consistent with the provisions of

Section 1036 of this title; and

7. Other provisions or facts as shall be required to be set

forth in an agreement of merger or consolidation including any

provision for amendment of the certificate of incorporation or

equivalent document of a surviving or resulting corporation and that

can be stated in the case of a merger or consolidation. Any of the

terms of the agreement of merger or consolidation may be made

dependent upon facts ascertainable outside of the agreement;

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

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

agreement of merger or consolidation. The term “facts” as used in

this paragraph includes, but is not limited to, the occurrence of

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

including the corporation.

C. The agreement shall be adopted, approved, executed, and

acknowledged by each of the constituent corporations in accordance

with the laws under which it is organized, and, in the case of a

domestic corporation, in the same manner as is provided for in

Section 1081 of this title. The agreement shall be filed and shall

become effective for all purposes of the laws of this state when and

as provided for in Section 1081 of this title with respect to the

merger or consolidation of domestic corporations. In lieu of filing

the agreement of merger or consolidation, the surviving or resulting

corporation may file a certificate of merger or consolidation

executed in accordance with the provisions of Section 1007 of this

title, which states:

Oklahoma Statutes - Title 18. Corporations Page 424

1. The name and jurisdiction of organization of each of the

constituent corporations;

2. That an agreement of merger or consolidation has been

approved, adopted, executed and acknowledged by each of the

constituent corporations in accordance with the provisions of this

subsection;

3. The name of the surviving or resulting corporation;

4. In the case of a merger in which the surviving corporation

is a domestic corporation, the amendments or changes in the

certificate of incorporation of the surviving corporation, which may

be amended and restated, that are effected by the merger, which

amendments or changes may amend and restate the certificate of

incorporation of the surviving corporation in its entirety, or, if

no amendments or changes are desired, a statement that the

certificate of incorporation of the surviving corporation shall be

its certificate of incorporation;

5. In the case of a consolidation in which the resulting

corporation is a domestic corporation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the certificate;

6. That the executed agreement of consolidation or merger is on

file at the principal place of business of the surviving or

resulting corporation, and the address thereof;

7. That a copy of the agreement of consolidation or merger will

be furnished by the surviving or resulting corporation, on request

and without cost, to any shareholder of any constituent corporation;

8. If the corporation surviving or resulting from the merger or

consolidation is a domestic corporation, the authorized capital

stock of each constituent corporation which is not a domestic

corporation; and

9. The agreement, if any, required by the provisions of

subsection D of this section. For purposes of Section 1085 of this

title, the term “shareholder” in subsection D of this section shall

be deemed to include “member”.

D. If the corporation surviving or resulting from the merger or

consolidation is a foreign corporation, it shall agree that it may

be served with process in this state in any proceeding for

enforcement of any obligation of any constituent corporation of this

state, as well as for enforcement of any obligation of the surviving

or resulting corporation arising from the merger or consolidation,

including any suit or other proceeding to enforce the right of any

shareholders as determined in appraisal proceedings pursuant to the

provisions of Section 1091 of this title, and shall irrevocably

appoint the Secretary of State as its agent to accept service of

process in any suit or other proceedings and shall specify the

address to which a copy of process shall be mailed by the Secretary

of State. In the event of service upon the Secretary of State in

Oklahoma Statutes - Title 18. Corporations Page 425

accordance with the provisions of Section 2004 of Title 12 of the

Oklahoma Statutes, the Secretary of State shall immediately notify

the surviving or resulting corporation thereof by letter, certified

mail, return receipt requested, directed to the surviving or

resulting corporation at the address specified unless the surviving

or resulting corporation shall have designated in writing to the

Secretary of State a different address for this purpose, in which

case it shall be mailed to the last address so designated. The

notice shall include a copy of the process and any other papers

served on the Secretary of State pursuant to the provisions of this

subsection. It shall be the duty of the plaintiff in the event of

such service to serve process and any other papers in duplicate, to

notify the Secretary of State that service is being effected

pursuant to the provisions of this subsection, and to pay the

Secretary of State the fee provided for in paragraph 7 of subsection

A of Section 1142 of this title, which fee shall be taxed as part of

the costs in the proceeding. The Secretary of State shall maintain

an alphabetical record of any such service setting forth the name of

the plaintiff and the defendant, the title, docket number and nature

of the proceeding in which process has been served upon the

Secretary of State, the fact that service has been effected pursuant

to the provisions of this subsection, the return date thereof, and

the date service was made. The Secretary of State shall not be

required to retain such information longer than five (5) years from

receipt of the service of process by the Secretary of State.

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

shall apply to any merger or consolidation pursuant to the

provisions of this section. The provisions of subsection E of

Section 1081 of this title shall apply to a merger pursuant to the

provisions of this section in which the surviving corporation is a

domestic corporation. The provisions of subsections F and H of

Section 1081 of this title shall apply to any merger pursuant to the

provisions of this section.
Okla. Stat. tit. 18, § 18-441-1009 — OK Code / Title 18 / Section 18-441-1009
Relation to state securities law
Status: in_force

RELATION TO STATE SECURITIES LAW. Patron members’ interest in a

limited cooperative association has the same exemption as provided

for substantially similar interests in cooperatives under Section

437.27 of Title 18 of the Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-441-1604 — OK Code / Title 18 / Section 18-441-1604
Filings required for conversion - Effective date
Status: in_force

FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.

(a) After a plan of conversion is approved:

(1) A converting limited cooperative association shall deliver

to the Secretary of State for filing articles of conversion, which

must include:

(A) a statement that the limited cooperative association

has been converted into another entity;

Oklahoma Statutes - Title 18. Corporations Page 229

(B) the name and form of the converted entity and the

jurisdiction of its governing statute;

(C) the date the conversion is effective under the

governing statute of the converted entity;

(D) a statement that the conversion was approved as

required by the Uniform Limited Cooperative

Association Act of 2009;

(E) a statement that the conversion was approved as

required by the governing statute of the converted

entity; and

(F) if the converted entity is an entity organized in a

jurisdiction other than this state and is not

authorized to transact business in this state, the

street address and, if different, mailing address of

an office which the Secretary of State may use for

purposes of Section 20 of this act; and

(2) If the converting entity is not a converting limited

cooperative association, the converting entity shall deliver to the

Secretary of State for filing articles of organization, which must

include, in addition to the information required by Section 30 of

this act:

(A) a statement that the association was converted from

another entity;

(B) the name and form of the converting entity and the

jurisdiction of its governing statute; and

(C) a statement that the conversion was approved in a

manner that complied with the converting entity’s

governing statute.

(b) A conversion becomes effective:

(1) If the converted entity is a limited cooperative

association, when the articles of conversion take effect pursuant to

subsection (c) of Section 23 of this act; or

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

association, as provided by the governing statute of the converted

entity.
Okla. Stat. tit. 18, § 18-2072 — OK Code / Title 18 / Section 18-2072
Severability
Status: in_force

If any provision of this act or the application thereof to a

covered entity is for any reason held to be invalid, the remainder

of the provisions under those sections and the application of such

provisions to other covered entities shall not be thereby affected.
Okla. Stat. tit. 18, § 18-2015 — OK Code / Title 18 / Section 18-2015
Management of company without designated managers -
Status: in_force

Resignation of member.

MANAGEMENT OF COMPANY WITHOUT DESIGNATED MANAGERS;

RESIGNATION OF MEMBER

A. The articles of organization or operating agreement may

provide that the business of the limited liability company shall be

managed without designated managers. So long as such provision

continues in effect:

1. The members shall be deemed to be managers for purposes of

applying provisions of the Oklahoma Limited Liability Company Act,

unless the context clearly requires otherwise;

2. The members shall have and be subject to all duties and

liabilities of managers; and

3. A member signing on behalf of the limited liability company

shall sign as a manager.

B. A member of a member-managed limited liability company may

resign from the member's management duties in accordance with the

operating agreement or, if the operating agreement does not provide

for the member's resignation, upon notice to the limited liability

company. Unless otherwise provided in the operating agreement, when

a member of a member-managed limited liability company resigns, the

member shall cease to have the rights and duties of a member and

Oklahoma Statutes - Title 18. Corporations Page 551

shall become an assignee; provided that the profits and losses of

the limited liability company shall continue to be allocated to the

member and any binding commitments for contributions shall continue

as if the member had not resigned. If the resignation violates the

operating agreement, in addition to any remedies otherwise available

under applicable law, a limited liability company may recover from

the resigning member damages for breach of the operating agreement

and damages for a prohibited withdrawal under either the operating

agreement or Section 2036 of this title and offset the damages

against the amount otherwise distributable to the resigning member.
Okla. Stat. tit. 18, § 18-804 — OK Code / Title 18 / Section 18-804
Formation of professional entity
Status: in_force

A professional entity may be formed or qualified to render

professional services by filing the appropriate instrument required

by the associated act with the Secretary of State. The individual

or individuals forming a domestic professional entity or qualifying

a foreign professional entity shall be managers of the professional

entity and duly licensed or otherwise permitted in accordance with

the provisions of this state’s licensing laws for the profession and

in good standing within the profession to be practiced through the

professional entity. Such instrument shall meet the requirements of

the applicable associated act, shall contain the profession or

related professions to be practiced through the professional entity,

and shall contain one of the following:

1. A certificate by the regulating board of the profession or

related professions involved that each of the persons who will

become owners or managers of the domestic professional entity and

who will engage in the practice of the profession or related

profession in this state is duly licensed or otherwise permitted in

accordance with the provisions of this state’s licensing laws for

the profession or related profession to practice such profession; or

2. A certificate by the regulating board of the profession or

related professions involved that the persons who will become the

managers of the foreign professional entity and who will be

responsible for the practice of the profession or related profession

in this state are duly licensed or otherwise permitted in accordance

with the provisions of this state’s licensing laws for the

profession or related profession to practice such profession.
Okla. Stat. tit. 18, § 18-381.66b — OK Code / Title 18 / Section 18-381.66b
Conversion of national banking association or
Status: in_force

Oklahoma-chartered bank into stock association.

A. At an annual meeting or at any special meeting of the

stockholders called to consider such action, any national banking

association or Oklahoma-chartered bank may convert itself into a

stock association pursuant to this act upon a majority vote of the

Oklahoma Statutes - Title 18. Corporations Page 77

outstanding stock entitled to vote thereon, and in compliance with

any federal laws, or provisions of the Oklahoma Banking Code,

applicable to such a transaction by the converting national banking

association or Oklahoma-chartered bank. Copies of the minutes of

the proceedings of such meeting of stockholders, verified by the

affidavit of the secretary or an assistant secretary, and verified

copies of the plan of conversion shall be filed for approval with

the State Banking Commissioner. At the meeting at which conversion

is voted upon, the stockholders shall also vote upon the directors

who shall be the directors of the state-chartered association after

conversion takes effect. Such directors then shall execute and file

an application for conversion, a proposed certificate of

incorporation and proposed bylaws, and the Commissioner shall, upon

approval, issue a certificate of authority, all as provided in this

act. The Commissioner shall approve the application for conversion

and issue a certificate of authority if it appears that:

1. The resulting stock association meets all of the

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

association; and

2. The resulting stock association will have an adequate

capital structure including surplus. The association shall include

in the certificate of incorporation the following, as applicable:

"This association is incorporated by conversion from a national

banking association/Oklahoma-chartered bank." All of the directors

who are chosen for the association shall sign and acknowledge the

certificate of incorporation as the subscribers. The Commissioner

may provide, by regulation, for any additional procedure to be

followed by any such national banking association or Oklahoma-

chartered bank converting into an association under this act,

including the amount of the application fee to be paid to the

Oklahoma State Banking Department. All the provisions regarding

property and other rights and liabilities contained in Section

381.66a of this title shall apply, in reverse order, to the

conversion of a national banking association or Oklahoma-chartered

bank into an association incorporated under this act, so that the

state-chartered association shall be a continuation of the corporate

entity of the converting national banking association or Oklahoma-

chartered bank.

B. In connection with the review of the application for

conversion, the Commissioner may conduct an examination of the

converting institution, and such examination shall be paid for by

the converting institution according to the fees prescribed in

subsection D of Section 381.15 of this title for special

examinations. The deposit payable by the converting institution

pursuant to paragraph 5 of Section 381.16 of this title shall not be

a limitation on the examination fee payable by the converting

institution.

Oklahoma Statutes - Title 18. Corporations Page 78

C. If a converting national banking association or Oklahoma-

chartered bank has assets which do not conform to the requirements

of state law for the converted state association, or there are

business activities which are not permitted for the converted state

association, the Commissioner may permit a reasonable time to

conform with state law.
Okla. Stat. tit. 18, § 18-1135 — OK Code / Title 18 / Section 18-1135
Withdrawal of foreign corporation from state - Procedure
Status: in_force

- Service of process on Secretary of State.

WITHDRAWAL OF FOREIGN CORPORATION FROM STATE; PROCEDURE; SERVICE OF

PROCESS ON SECRETARY OF STATE

A. Any foreign corporation which shall have qualified to do

business in this state pursuant to the provisions of Section 1130 of

this title may surrender its authority to do business in this state

and may withdraw by filing with the Secretary of State:

1. A certificate, executed by an authorized officer of the

corporation and acknowledged in accordance with the provisions of

Section 1007 of this title, stating that it surrenders its authority

to transact business in Oklahoma and withdraws; and stating the

address to which the Secretary of State may mail any process against

the corporation that may be served upon the Secretary of State; or

Oklahoma Statutes - Title 18. Corporations Page 508

2. A copy of a certificate of dissolution issued by the proper

official of the state or other jurisdiction of its incorporation,

together with a certificate, which shall be executed in accordance

with the provisions of paragraph 1 of this subsection, stating the

address to which the Secretary of State may mail any process against

the corporation that may be served upon the Secretary of State or a

copy of an order or decree of dissolution made by any court of

competent jurisdiction or other competent authority of the state or

other jurisdiction of its incorporation, certified to be a true copy

under the hand of the clerk of the court or other official body, and

the official seal of the court or official body or clerk thereof,

together with a certificate executed in accordance with the

provisions of paragraph 1 of this subsection, stating the address to

which the Secretary of State may mail any process against the

corporation that may be served upon the Secretary of State.

B. The Secretary of State, upon payment to the Secretary of

State of the fees prescribed in Section 1142 of this title, shall

issue a sufficient number of certificates, under the hand and

official seal of the Secretary of State, evidencing the surrender of

the authority of the corporation to do business in this state and

its withdrawal therefrom.

C. Upon the issuance of the certificates by the Secretary of

State, the appointment of the registered agent of the corporation in

this state, upon whom process against the corporation may be served,

shall be revoked, and service on the corporation may be made by

serving the Secretary of State as its agent as provided in Section

2004 of Title 12 of the Oklahoma Statutes.

D. In the event of service upon the Secretary of State in

accordance with the provisions of Section 2004 of Title 12 of the

Oklahoma Statutes, the Secretary of State shall immediately notify

the corporation by letter, certified mail or return receipt

requested at the address stated in the certificate which was filed

by the corporation with the Secretary of State pursuant to

subsection A of this section. The letter shall include a copy of

the process and any other papers served on the Secretary of State

pursuant to the provisions of this subsection. It shall be the duty

of the plaintiff in the event of such service to serve process and

any other papers in duplicate, to notify the Secretary of State that

service is being effected pursuant to the provisions of this

subsection, and to pay the Secretary of State the fee provided for

in paragraph 7 of Section 1142 of this title, which fee shall be

taxed as part of the costs in the proceeding. The Secretary of

State shall maintain an alphabetical record of any such service,

setting forth the names of the plaintiff and the defendant, the

title, docket number, and nature of the proceeding in which process

has been served upon the Secretary of State, the fact that service

has been effected pursuant to the provisions of this subsection, the

Oklahoma Statutes - Title 18. Corporations Page 509

return date thereof, and the date service was made. The Secretary

of State shall not be required to retain such information longer

than five (5) years from receipt of the service of process by the

Secretary of State.
Okla. Stat. tit. 18, § 18-586 — OK Code / Title 18 / Section 18-586
Violation enjoined
Status: in_force

Whenever there shall be an actual or threatened violation of

Sections 584 and 585 of this title, an application may be made to

the court or judge having jurisdiction, to issue an injunction upon

notice to the defendant of not less than five (5) days, for an

injunction so restraining such actual or threatened violation, or if

it shall appear to such court or justice that the defendant is in

fact using the name of a humane, fraternal or charitable

corporation, incorporated as aforesaid, or a name so nearly

resembling it as to be calculated to deceive the public, or is

wearing or exhibiting the badge, insignia or emblem of such

corporation without authority thereof, and in violation of Sections

584 and 585 of this title, an injunction may be issued by said court

or justice, enjoining or restraining such actual or threatened

violation, without requiring proof that any person has in fact been

misled or deceived thereby.
Okla. Stat. tit. 18, § 18-441-509 — OK Code / Title 18 / Section 18-441-509
Waiver of members meeting notice
Status: in_force

WAIVER OF MEMBERS MEETING NOTICE.

(a) A member may waive notice of a members meeting before,

during, or after the meeting.

(b) A member’s participation in a members meeting is a waiver

of notice of that meeting unless the member objects to the meeting

at the beginning of the meeting or promptly upon the member’s

Oklahoma Statutes - Title 18. Corporations Page 190

arrival at the meeting and does not thereafter vote for or assent to

action taken at the meeting.
Okla. Stat. tit. 18, § 18-1107 — OK Code / Title 18 / Section 18-1107
Title to Property - Filing Order of Appointment -
Status: in_force

Exception.

TITLE TO PROPERTY; FILING ORDER OF APPOINTMENT; EXCEPTION

A. Trustees of or receivers for any corporation, appointed by

the district court, and their respective survivors and successors,

upon their appointment and qualification or upon the death,

resignation or discharge of any co-trustee or co-receiver, shall be

vested by operation of law and without any act or deed, with the

title of the corporation to all of its property, real, personal, or

mixed of whatsoever nature, kind, class or description, and

wheresoever situated, except real estate situated outside this

state.

Oklahoma Statutes - Title 18. Corporations Page 487

B. Trustees or receivers appointed by the district court,

within twenty (20) days from the date of their qualification, shall

file in the office of the county clerk in each county in this state

in which any real estate belonging to the corporation may be

situated, a certified copy of the order of their appointment and

evidence of their qualification.

C. This section shall not apply to receivers appointed pendente

lite.
Okla. Stat. tit. 18, § 18-441-809 — OK Code / Title 18 / Section 18-441-809
Vacancy on board
Status: in_force

VACANCY ON BOARD.

(a) Unless the organic rules otherwise provide, a vacancy on

the board of directors must be filled:

(1) Within a reasonable time by majority vote of the remaining

directors until the next annual members meeting or a special meeting

of members called to fill the vacancy; and

(2) For the unexpired term by members at the next annual

members meeting or a special meeting of members called to fill the

vacancy.

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

director was elected or appointed by a class of members or a

district:

(1) The new director must be of that class or district; and

(2) The selection of the director for the unexpired term must

be conducted in the same manner as would the selection for that

position without a vacancy.

Oklahoma Statutes - Title 18. Corporations Page 200

(c) If a member appointed a vacating director, the organic

rules may provide for that member to appoint a director to fill the

vacancy.
Okla. Stat. tit. 18, § 18-489 — OK Code / Title 18 / Section 18-489
Fiduciaries - Cost of bond as lawful expense - Amount of
Status: in_force

bond.

That any receiver, assignee, guardian, trustee, executor,

administrator or other fiduciary, required by law or the order of

any court or judge, to give a bond or other obligations as such, may

include as a part of the lawful expense of executing his trust, such

reasonable sum paid a company authorized under the laws of this

state so to do, for becoming his surety on such bond as may be

allowed by the court in which or a judge before whom, he is required

to account, and when any such bond is signed by a surety company as

surety, the penalty must not be in excess of the value of the

personal property and the probable value of the annual rents,

profits and issues of real property, which are likely to come into

the hands of such receiver, assignee, guardian, trustee, executor,

administrator or other fiduciary. But when real estate is to be

sold an additional bond shall be required in amount equal to the

probable value of such real estate.
Okla. Stat. tit. 18, § 18-1011 — OK Code / Title 18 / Section 18-1011
Powers of Incorporators
Status: in_force

POWERS OF INCORPORATORS

If the persons who are to serve as directors until the first

annual meeting of shareholders have not been named in the

certificate of incorporation, the incorporator or incorporators,

until the directors are elected, shall manage the affairs of the

corporation and may do whatever is necessary and proper to perfect

the organization of the corporation, including the adoption of the

original bylaws of the corporation and the election of directors.
Okla. Stat. tit. 18, § 18-441-507 — OK Code / Title 18 / Section 18-441-507
Special meeting of members
Status: in_force

SPECIAL MEETING OF MEMBERS.

(a) A special meeting of members may be called only:

(1) As provided in the organic rules;

(2) By a majority vote of the board of directors on a proposal

stating the purpose of the meeting;

(3) By demand in a record signed by members holding at least

twenty percent (20%) of the voting power of the persons in any

district or class entitled to vote on the matter that is the purpose

of the meeting stated in the demand; or

(4) By demand in a record signed by members holding at least

ten percent (10%) of the total voting power of all the persons

entitled to vote on the matter that is the purpose of the meeting

stated in the demand.

Oklahoma Statutes - Title 18. Corporations Page 189

(b) A demand under paragraph (3) or (4) of subsection (a) of

this section must be submitted to the officer of the limited

cooperative association charged with keeping its records.

(c) Any voting member may withdraw its demand under paragraph

(3) or (4) of subsection (a) of this section before receipt by the

limited cooperative association of demands sufficient to require a

special meeting of members.

(d) A special meeting of members may be held inside or outside

this state at the place stated in the organic rules or selected by

the board of directors not inconsistent with the organic rules.

(e) Unless the organic rules otherwise provide, members may

attend or conduct a special meeting of members through the use of

any means of communication if all members attending the meeting can

communicate with each other during the meeting.

(f) Only business within the purpose or purposes stated in the

notice of a special meeting of members may be conducted at the

meeting.

(g) Unless the organic rules otherwise provide, the presiding

officer of a special meeting of members shall be designated by the

board of directors.
Okla. Stat. tit. 18, § 18-571 — OK Code / Title 18 / Section 18-571
School property - How held
Status: in_force

Any corporation formed for the purpose of establishing an

institution of learning shall hold the property of the institution

solely for the purpose of education, and not for the individual

benefit of itself or any contributor to the endowment thereof.
Okla. Stat. tit. 18, § 18-1128 — OK Code / Title 18 / Section 18-1128
Defective Organization of Corporation as Defense
Status: in_force

DEFECTIVE ORGANIZATION OF CORPORATION AS DEFENSE

A. No corporation of this state and no person sued by any such

organization shall be permitted to assert the want of legal

organization as a defense to any claim.

B. This section shall not be construed to prevent judicial

inquiry into the regularity or validity of the organization of a

corporation, or its lawful possession of any corporate power it may

assert in any other suit or proceeding where its corporate existence

or the power to exercise the corporate rights it asserts is

challenged, and evidence tending to sustain the challenge shall be

admissible in any such suit or proceeding.
Okla. Stat. tit. 18, § 18-438.31 — OK Code / Title 18 / Section 18-438.31
Rates
Status: in_force

The Corporation Commission shall have the power and authority to

prescribe and enforce rates for regulated communication services

under this act as may be found to be reasonable and just after due

notice and hearing, provided that said commission shall make final

determination of rates within ninety (90) days after the request has

been received by the Commission. In the event that said Commission

fails to act within the period prescribed above, the rate requested

by the applicant in said application shall immediately become

effective. From any action of the Commission prescribing rates and

charges under this act, any party aggrieved may appeal to the

Supreme Court in the manner now provided by law for appealing cases

from the Corporation Commission to the Supreme Court. Nothing in

this section shall be deemed to subject a cooperative to the

jurisdiction of the Corporation Commission except and only to the

extent required to carry out the provisions thereof.
Okla. Stat. tit. 18, § 18-1090.1 — OK Code / Title 18 / Section 18-1090.1
Share acquisitions
Status: in_force

SHARE ACQUISITIONS

A. One or more corporations may acquire all or part of the

outstanding shares of one or more other corporations, if the board

of directors of each corporation adopts and its shareholders

approve, if required by subsection C of this section, the agreement

of acquisition.

B. The agreement of acquisition shall set forth:

1. the name or names of the corporation or corporations whose

shares will be acquired and the name or names of the acquiring

corporation or corporations;

2. the terms and conditions of the acquisitions;

3. the manner and basis of exchanging the shares to be acquired

for the consideration proffered;

4. any amendments or changes in the certificate of

incorporation of a corporation which is a party to the agreement;

and

5. such other provisions as the directors shall deem advisable.

C. After adopting an agreement of acquisition, the board of

directors of each corporation whose shares are to be acquired, in

whole or in part, or whose certificate of incorporation is to be

amended, shall submit the agreement of acquisition for approval by

the shareholders entitled to vote thereon. Due notice of the

meeting shall be mailed to each holder of stock, whether voting or

nonvoting, of the corporation at his address as it appears on the

records of the corporation, at least twenty (20) days prior to the

meeting. The notice shall contain a copy of the agreement or a

brief summary thereof, as the directors shall deem advisable. At

the meeting, the agreement shall be considered and a vote taken for

its adoption or rejection. If a majority of the outstanding stock

of the corporation entitled to vote thereon shall be voted for the

adoption of the agreement, that fact shall be certified on the

agreement by the secretary or assistant secretary of the

corporation. If the agreement shall be adopted and approved in

accordance with the provisions of this section, it shall then be

filed and shall become effective in accordance with the provisions

Oklahoma Statutes - Title 18. Corporations Page 443

of Section 1007 of this title. In lieu of filing an agreement of

acquisition required by this section, the acquiring corporation may

file a certificate of acquisition, executed in accordance with the

provisions of Section 1007 of this title, which states:

1. the name and jurisdiction of incorporation of each

corporation which is a party to the agreement;

2. that the agreement of acquisition has been adopted,

approved, certified, executed, and acknowledged in accordance with

the provisions of this section;

3. whether the corporation is an acquiring corporation or a

corporation whose shares are to be acquired;

4. the amendments or changes, if any, in the certificate of

incorporation that are to be effected by the agreement of

acquisition;

5. that the executed agreement of acquisition is on file at the

principal place of business of each corporation, stating the address

thereof; and

6. that a copy of the agreement of acquisition will be

furnished by each corporation, on request and without cost, to any

of its shareholders.

D. Any agreement of acquisition may contain a provision that at

any time prior to the filing of the agreement with the Secretary of

State, the agreement may be terminated by the board of directors of

any affected corporation notwithstanding approval of the agreement

by the shareholders of one or more of the affected corporations.

Any agreement of acquisition may contain a provision that the board

of directors of the affected corporations may amend the agreement at

any time prior to the filing of the agreement, or a certificate in

lieu thereof, with the Secretary of State, provided that an

amendment made subsequent to the adoption of the agreement by the

shareholders of any affected corporation shall not:

a. alter or change the amount or kind of consideration to

be received in exchange for or on conversion of all or

part of the shares to be acquired;

b. alter or change any term of the certificate of

incorporation of the affected corporations; or

c. alter or change any of the terms and consideration of

the agreement if such alteration or change would

adversely affect the holders of any class or series of

a corporation whose shares are to be acquired.

E. The holders of the outstanding shares of a class shall be

entitled to vote as a class upon an agreement of acquisition,

whether or not entitled to vote thereon by the provisions of the

certificate of incorporation, if the agreement provides for the

acquisition of all or part of the shares of the class.

Oklahoma Statutes - Title 18. Corporations Page 444

F. This section shall not limit the power of a corporation to

acquire all or part of the shares of one or more classes or series

of another corporation through a voluntary exchange or otherwise.

G. Any shareholder whose shares are to be acquired pursuant to

an agreement of acquisition adopted and approved in accordance with

this section and who has complied with the procedural steps

specified in subsection D of Section 1091 of this title for mergers

and consolidations and who has neither voted in favor of the share

acquisition nor consented thereto in writing shall be entitled to an

appraisal by the district court of the fair value of his shares in

compliance with the same provisions and procedures and with the same

rights and limitations as set out in subsections E through K of

Section 1091 of this title.

H. If the entity acquiring shares pursuant to this section is

governed by the laws of the District of Columbia or any state other

than this state, the entity shall agree that it may be served with

process in this state in any proceeding for enforcement of any

obligation of the acquiring corporation arising from the share

acquisition, including any suit or other proceeding to enforce the

right of any shareholders as determined in appraisal proceedings

pursuant to the provisions of Section 1091 of this title, and shall

irrevocably appoint the Secretary of State as its agent to accept

service of process in any such suit or other proceedings and shall

specify the address to which a copy of such process shall be mailed

by the Secretary of State. In the event of such service upon the

Secretary of State in accordance with this subsection, the Secretary

of State shall forthwith notify such acquiring corporation thereof

by letter sent by certified mail, with return receipt requested,

directed to such acquiring corporation at its address so specified,

unless such acquiring corporation shall have designated in writing

to the Secretary of State a different address for such purpose, in

which case it shall be mailed to the last address so designated.

Such letter shall enclose a copy of the process and any other papers

served on the Secretary of State pursuant to this subsection. It

shall be the duty of the plaintiff in the event of such service to

serve process and any other papers in duplicate, to notify the

Secretary of State that service is being effected pursuant to this

subsection and to pay the Secretary of State the fee provided for in

paragraph 7 of Section 1142 of this title, which fee shall be taxed

as part of the costs in the proceeding, if the plaintiff shall

prevail therein. The Secretary of State shall maintain an

alphabetical record of any such service setting forth the name of

the plaintiff and the defendant, the title, docket number and nature

of the proceeding in which process has been served upon the

Secretary of State, the fact that service has been served upon the

Secretary of State, the fact that service has been effected pursuant

to this subsection, the return date thereof, and the date service

Oklahoma Statutes - Title 18. Corporations Page 445

was made. The Secretary of State shall not be required to retain

such information longer than five (5) years from receipt of the

service of process by the Secretary of State.
Okla. Stat. tit. 18, § 18-441-206 — OK Code / Title 18 / Section 18-441-206
Certificate of good standing or authorization
Status: in_force

CERTIFICATE OF GOOD STANDING OR AUTHORIZATION.

(a) The Secretary of State, upon request and payment of the

required fee, shall furnish any person that requests it a

certificate of good standing for a limited cooperative association

if the records filed in the Office of the Secretary of State show

that the Secretary of State has filed the association’s articles of

organization, that the association is in good standing, and that the

Secretary of State has not filed a statement of termination.

(b) The Secretary of State, upon request and payment of the

required fee, shall furnish to any person that requests it a

certificate of authority for a foreign cooperative if the records

filed in the Office of the Secretary of State show that the

Secretary of State has filed the foreign cooperative’s certificate

Oklahoma Statutes - Title 18. Corporations Page 178

of authority, has not revoked nor has reason to revoke the

certificate of authority, and has not filed a notice of

cancellation.

(c) Subject to any exceptions stated in the certificate, a

certificate of good standing or authority issued by the Secretary of

State establishes conclusively that the limited cooperative

association or foreign cooperative is in good standing or is

authorized to transact business in this state.
Okla. Stat. tit. 18, § 18-381.79 — OK Code / Title 18 / Section 18-381.79
Appeal of orders
Status: in_force

Any final order of the Commissioner issued under this act or

rules promulgated under this act shall be appealable pursuant to the

provisions and requirements of Section 207 of Title 6 of the

Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-441-1305 — OK Code / Title 18 / Section 18-441-1305
Proceeds and expenses
Status: in_force

PROCEEDS AND EXPENSES.

(a) Except as otherwise provided in subsection (b) of this

section:

(1) Any proceeds or other benefits of a derivative action to

enforce a right of a limited cooperative association, whether by

judgment, compromise, or settlement, belong to the association and

not to the plaintiff; and

(2) If the plaintiff in the derivative action receives any

proceeds, the plaintiff shall immediately remit them to the

association.

(b) If a derivative action to enforce a right of a limited

cooperative association is successful in whole or in part, the court

may award the plaintiff reasonable expenses, including reasonable

attorney fees and costs, from the recovery of the association.
Okla. Stat. tit. 18, § 18-805 — OK Code / Title 18 / Section 18-805
Applicability of associated acts
Status: in_force

The respective associated act shall be applicable to each

professional entity, and each professional entity shall enjoy the

powers and privileges and be subject to the duties, restrictions,

and liabilities of other similarly situated business entities,

except where inconsistent with this act. This act shall take

precedence in the event of any conflict with provisions of the

applicable associated act or other laws.
Okla. Stat. tit. 18, § 18-381.53e — OK Code / Title 18 / Section 18-381.53e
Permits to sell stock - Application - Issue of permit
Status: in_force

- Conditions - Amendment, alteration or revocation.

No association shall sell, offer for sale, negotiate for the

sale of or take subscriptions for, or issue any of its permanent

capital stock until it shall have first applied for and secured from

the State Banking Commissioner a permit authorizing it to do so.

Such application shall be in writing, be verified and be filed with

the Commissioner. In such application the association shall set

forth the names and addresses of its officers, the location of its

main office and branch offices, an itemized account of its financial

condition, the amount and character of its stock and shares, a copy

of any prospectus or advertisement or other description of its stock

to be distributed or published, a copy of all minutes of any

proceedings of its directors, members or stockholders relating to or

affecting the issue of such stock and such additional information

concerning the association, its condition and affairs as the

Commissioner may require. Upon the filing of such application it

shall be the duty of the Commissioner to examine it and the other

papers and documents filed therewith. If the Commissioner finds

that the proposed issue is such as will not mislead the public as to

the nature of the investment or will not work a fraud upon the

purchaser thereof, the Commissioner shall issue to the association a

permit authorizing it to issue and dispose of its stock in such

amounts as the Commissioner may in such permit provide. Otherwise,

Oklahoma Statutes - Title 18. Corporations Page 59

the Commissioner shall deny the application and notify the

association in writing of the decision. Every permit shall recite

in bold type that the issuance thereof is permissive only and does

not constitute a recommendation or endorsement of the stock

permitted to be issued. The Commissioner may impose conditions

requiring the impoundment of the proceeds from the sale of such

stock, limiting the expense in connection with the sale thereof, and

such other conditions as the Commissioner may deem reasonable and

necessary or advisable to insure the disposition of the proceeds

from the sale of such stock in the manner and for the purposes

provided in such permit. The Commissioner may, from time to time,

amend, alter or revoke any permit issued by the Commissioner or

temporarily suspend the rights of such association under such

permit. The Commissioner shall have the power to establish such

rules as may be reasonable or necessary to carry out the purposes

and provisions of this section.
Okla. Stat. tit. 18, § 18-381.6a — OK Code / Title 18 / Section 18-381.6a
Records - Confidentiality
Status: in_force

A. The following records in the Oklahoma State Banking

Department are designated as public records:

1. All applications for association charters and branches and

supporting information with the exception of personal financial

records of individual applicants;

2. All records introduced at public hearings on association

charter and branch applications;

3. Information disclosing the failure of an association, a

foreign association and their branches in this state and the reasons

therefor;

4. Reports of completed investigations which uncover a shortage

of funds in an association or an out-of-state association and

branches of either, after the reporting of the shortage to proper

authorities by the State Banking Commissioner;

5. Names of all stockholders and officers of associations,

foreign associations, holding companies, and branches of foreign

associations located in this state filed in the office of the

Secretary of State; and

6. Regular financial call reports of associations.

B. All other records in the Department shall be confidential

and not subject to public inspection. However, the Commissioner

may, in the sole discretion of the Commissioner, divulge such

confidential information after receipt of a written request which

shall:

1. Specify the record or records to which access is requested;

and

2. Give the reasons for the request.

Such records may also be produced pursuant to a valid judicial

subpoena or other legal process requiring production, if the

Commissioner determines that the records are relevant to the hearing

or proceeding and that production is in the best interests of

justice. The records may be disclosed only after a determination by

the Commissioner that good cause exists for the disclosure. Either

prior to or at the time of any disclosure, the Commissioner shall

impose such terms and conditions as the Commissioner deems necessary

to protect the confidential nature of the record, the financial

integrity of any institution to which the record relates, and the

legitimate privacy of any individual named in such records.
Okla. Stat. tit. 18, § 18-426 — OK Code / Title 18 / Section 18-426
Stock
Status: in_force

The stock of such corporation shall not be sold at less than its

par value. Twenty percent (20%) of the par value of the stock

Oklahoma Statutes - Title 18. Corporations Page 103

subscribed for shall be paid in before the corporation shall

commence business, and the remainder of such subscriptions shall be

paid from time to time upon call of the directors. No certificate

of stock shall be issued to any person until the full amount of the

subscription therefor shall have been paid. No person shall become

a shareholder except by consent of the board of directors. Not more

than ten percent (10%) of the stock outstanding at any time, and not

more than Three Thousand Dollars ($3,000.00) in par value, shall be

held by or for one person, firm or corporation.
Okla. Stat. tit. 18, § 18-441-1401 — OK Code / Title 18 / Section 18-441-1401
Governing law
Status: in_force

GOVERNING LAW.

(a) The law of the state or other jurisdiction under which a

foreign cooperative is organized governs relations among the members

of the foreign cooperative and between the members and the foreign

cooperative.

(b) A foreign cooperative may not be denied a certificate of

authority because of any difference between the law of the

jurisdiction under which the foreign cooperative is organized and

the law of this state.

(c) A certificate of authority does not authorize a foreign

cooperative to engage in any activity or exercise any power that a

limited cooperative association may not engage in or exercise in

this state.
Okla. Stat. tit. 18, § 18-1014 — OK Code / Title 18 / Section 18-1014
Emergency bylaws and other powers in emergency
Status: in_force

EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY

A. The board of directors of any corporation may adopt

emergency bylaws, subject to repeal or amendment by action of the

shareholders, which, notwithstanding any different provision in the

Oklahoma General Corporation Act, in the certificate of

incorporation, or bylaws, shall be operative during any emergency

resulting from an attack on the United States or on a locality in

which the corporation conducts its business or customarily holds

meetings of its board of directors or its shareholders, or during

any nuclear or atomic disaster, or during the existence of any

catastrophe, including but not limited to an epidemic or pandemic

and a declaration of a national emergency by the United States

government, or other similar emergency condition, irrespective of

whether a quorum of the board of directors or a standing committee

thereof can readily be convened for action. The emergency bylaws

contemplated by this section may be adopted by the board of

directors or, if a quorum cannot be readily convened for a meeting,

by a majority of the directors present. The emergency bylaws may

make any provision that may be practical and necessary for the

circumstances of the emergency including provisions that:

1. A meeting of the board of directors or a committee thereof

may be called by an officer or director in such manner and under

such conditions as shall be prescribed in the emergency bylaws;

Oklahoma Statutes - Title 18. Corporations Page 318

2. The director or directors in attendance at the meeting, or

any greater number fixed by the emergency bylaws, shall constitute a

quorum; and

3. The officers or other persons designated on a list approved

by the board of directors before the emergency, all in such order of

priority and subject to such conditions and for such period of time,

not longer than reasonably necessary after the termination of the

emergency, as may be provided in the emergency bylaws or in the

resolution approving the list, shall, to the extent required to

provide a quorum at any meeting of the board of directors, be deemed

directors for such meeting.

B. The board of directors, either before or during any such

emergency, may provide, and from time to time modify, lines of

succession in the event that during such emergency any or all

officers or agents of the corporation shall for any reason be

rendered incapable of discharging their duties.

C. The board of directors, either before or during any such

emergency, may, effective in the emergency, change the head office

or designate several alternative head offices or regional offices,

or authorize the officers to do so.

D. No officer, director or employee acting in accordance with

any emergency bylaws shall be liable except for willful misconduct.

E. To the extent not inconsistent with any emergency bylaws so

adopted, the bylaws of the corporation shall remain in effect during

any emergency and upon its termination the emergency bylaws shall

cease to be operative.

F. Unless otherwise provided in emergency bylaws, notice of any

meeting of the board of directors during such an emergency may be

given only to such of the directors as it may be feasible to reach

at the time and by such means as may be feasible at the time

including publication or radio.

G. To the extent required to constitute a quorum at any meeting

of the board of directors during such an emergency, the officers of

the corporation who are present shall, unless otherwise provided in

emergency bylaws, be deemed, in order of rank and within the same

rank in order of seniority, directors for such meeting.

H. Nothing contained in this section shall be deemed exclusive

of any other provisions for emergency powers consistent with other

sections of Section 1001 et seq. of this title which have been or

may be adopted by corporations created pursuant to the provisions of

Section 1001 et seq. of this title.

I. During any emergency condition of a type described in

subsection A of this section, the board of directors or, if a quorum

cannot be readily convened for a meeting, a majority of the

directors present, may:

1. Take any action that it determines to be practical and

necessary to address the circumstances of the emergency condition

Oklahoma Statutes - Title 18. Corporations Page 319

with respect to a meeting of shareholders of the corporation,

notwithstanding anything to the contrary in this title or in the

certificate of incorporation or bylaws including, but not limited

to:

a. to postpone any such meeting to a later time or date

with the record date for determining the shareholders

entitled to notice of, and to vote at, such meeting

applying to the postponed meeting irrespective of the

requirements of Section 1058 of this title, and

b. with respect to a corporation subject to the reporting

requirements of Section 13 or Section 15(d) of the

Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder, to

notify shareholders of any postponement or a change of

the place of the meeting or a change to hold the

meeting solely by means of remote communication solely

by a document publicly filed by the corporation with

the Securities and Exchange Commission under Sections

13, 14, or 15(d) of such act and such rules and

regulations; and

2. With respect to any dividend that has been declared as to

which the record date has not occurred, change both the record date

and payment date to a later date or dates if the changed payment

date is not more than sixty (60) days after the changed record date;

provided that, in either case, the corporation shall give notice of

the change to shareholders as soon as practicable thereafter and in

any event before the record date in effect. Such notice, in the

case of a corporation subject to the reporting requirements of

Section 13 or Section 15(d) of the Securities Exchange Act of 1934,

as amended, and the rules and regulations promulgated thereunder,

may be given solely by a document publicly filed with the Securities

and Exchange Commission under Section 13, Section 14, or Section

15(d) of the Securities Exchange Act of 1934, as amended, and the

rules and regulations. No person shall be liable, and no meeting of

shareholders shall be postponed or voided, for the failure to make a

shareholders list available under Section 1064 of this title if it

was not practicable to allow inspection during an emergency

condition.
Okla. Stat. tit. 18, § 18-441-1304 — OK Code / Title 18 / Section 18-441-1304
Approval for discontinuance or settlement
Status: in_force

APPROVAL FOR DISCONTINUANCE OR SETTLEMENT. A derivative action

to enforce a right of a limited cooperative association may not be

discontinued or settled without the court’s approval.
Okla. Stat. tit. 18, § 18-441-605 — OK Code / Title 18 / Section 18-441-605
Charging orders for judgment creditor of member or
Status: in_force

transferee.

CHARGING ORDERS FOR JUDGMENT CREDITOR OF MEMBER OR TRANSFEREE.

(a) On application by a judgment creditor of a member or

transferee, a court may enter a charging order against the financial

rights of the judgment debtor for the unsatisfied amount of the

judgment. A charging order issued under this subsection constitutes

a lien on the judgment debtor’s financial rights and requires the

limited cooperative association to pay over to the creditor or

receiver, to the extent necessary to satisfy the judgment, any

distribution that would otherwise be paid to the judgment debtor.

(b) To the extent necessary to effectuate the collection of

distributions pursuant to a charging order under subsection (a) of

this section, the court may:

(1) Appoint a receiver of the share of the distributions due or

to become due to the judgment debtor under the judgment debtor’s

financial rights, with the power to make all inquiries the judgment

debtor might have made; and

(2) Make all other orders that the circumstances of the case

may require to give effect to the charging order.

(c) Upon a showing that distributions under a charging order

will not pay the judgment debt within a reasonable time, the court

may foreclose the lien and order the sale of the financial rights.

The purchaser at the foreclosure sale obtains only the financial

rights that are subject to the charging order, does not thereby

become a member, and is subject to Section 59 of this act.

(d) At any time before a sale pursuant to a foreclosure, a

member or transferee whose financial rights are subject to a

charging order under subsection (a) of this section may extinguish

the charging order by satisfying the judgment and filing a certified

copy of the satisfaction with the court that issued the charging

order.

(e) At any time before sale pursuant to a foreclosure, the

limited cooperative association or one or more members whose

financial rights are not subject to the charging order may pay to

the judgment creditor the full amount due under the judgment and

succeed to the rights of the judgment creditor, including the

charging order. Unless the organic rules otherwise provide, the

association may act under this subsection only with the consent of

all members whose financial rights are not subject to the charging

order.

(f) The Uniform Limited Cooperative Association Act of 2009

does not deprive any member or transferee of the benefit of any

Oklahoma Statutes - Title 18. Corporations Page 195

exemption laws applicable to the member’s or transferee’s financial

rights.

(g) This section provides the exclusive remedy by which a

judgment creditor of a member or transferee may satisfy the judgment

from the member’s or transferee’s financial rights.
Okla. Stat. tit. 18, § 18-441-511 — OK Code / Title 18 / Section 18-441-511
Voting by patron members
Status: in_force

VOTING BY PATRON MEMBERS. Except as provided by subsection (a)

of Section 51 of this act, each patron member has one vote. The

organic rules may allocate voting power among patron members as

provided in subsection (a) of Section 51 of this act.
Okla. Stat. tit. 18, § 18-552.22 — OK Code / Title 18 / Section 18-552.22
Effectiveness of registrations made prior to act
Status: in_force

All registrations, unless otherwise terminated pursuant to this

act, made prior to the effective date of this act shall remain

effective until they expire and any registrations occurring after

the effective date of this act shall be made with the Office of the

Secretary of State pursuant to this act.
Okla. Stat. tit. 18, § 18-441-119 — OK Code / Title 18 / Section 18-441-119
Resignation of agent for service of process
Status: in_force

RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(a) To resign as an agent for service of process of a limited

cooperative association or foreign cooperative, the agent must

deliver to the Secretary of State for filing a statement of

resignation containing the name of the agent and the name of the

association or foreign cooperative.

(b) After receiving a statement of resignation under subsection

(a) of this section, the Secretary of State shall file it and mail

or otherwise provide or deliver a copy to the limited cooperative

association or foreign cooperative at its principal office.

Oklahoma Statutes - Title 18. Corporations Page 174

(c) An agency for service of process of a limited cooperative

association or foreign cooperative terminates on the earlier of:

(1) The thirty-first day after the Secretary of State files a

statement of resignation under subsection (b) of this section; or

(2) When a record designating a new agent for service of

process is delivered to the Secretary of State for filing on behalf

of the association or foreign cooperative and becomes effective.
Okla. Stat. tit. 18, § 18-1032 — OK Code / Title 18 / Section 18-1032
Classes and series of stock; rights, etc
Status: in_force

CLASSES AND SERIES OF STOCK; RIGHTS, ETC.

A. Every corporation may issue one or more classes of stock or

one or more series of stock within any class thereof, any or all of

which classes may be of stock with par value or stock without par

value and which classes or series may have voting powers, full or

limited, or no voting powers, and designations, preferences and

relative, participating, optional, or other special rights, and

qualifications, limitations, or restrictions thereof, as shall be

stated and expressed in the certificate of incorporation or of any

amendment thereto, or in the resolution or resolutions providing for

the issue of the stock adopted by the board of directors pursuant to

authority expressly vested in it by the provisions of its

certificate of incorporation. Any of the voting powers,

designations, preferences, rights, and qualifications, limitations

or restrictions of any class or series of stock may be made

dependent upon facts ascertainable outside the certificate of

incorporation or of any amendment thereto, or outside the resolution

or resolutions providing for the issue of the stock adopted by the

board of directors pursuant to authority expressly vested in it by

the provisions of its certificate of incorporation; provided, that

the manner in which the facts shall operate upon the voting powers,

designations, preferences, rights, and qualifications, limitations,

or restrictions of the class or series of stock is clearly and

expressly set forth in the certificate of incorporation or in the

resolution or resolutions providing for the issue of the stock

adopted by the board of directors. The power to increase or

decrease or otherwise adjust the capital stock as provided for in

the Oklahoma General Corporation Act shall apply to all or any such

classes of stock. The term “facts”, as used in this subsection,

includes, but is not limited to, the occurrence of any event,

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

the corporation.

B. Any stock of any class or series may be made subject to

redemption by the corporation at its option or at the option of the

holders of the stock or upon the happening of a specified event;

provided, however, immediately following any redemption, the

corporation shall have outstanding one or more shares or one or more

Oklahoma Statutes - Title 18. Corporations Page 347

classes or series of stock, which share, or shares together, shall

have full voting powers. Notwithstanding the limitation stated in

the foregoing proviso:

1. Any stock of a regulated investment company registered under

the Investment Company Act of 1940, as heretofore or hereafter

amended, may be made subject to redemption by the corporation at its

option or at the option of the holders of the stock.

2. Any stock of a corporation which directly or indirectly

holds a license or franchise from a governmental agency to conduct

its business or is a member of a national securities exchange, which

license, franchise or membership is conditioned upon some or all of

the holders of its stock possessing prescribed qualifications, may

be made subject to redemption by the corporation to the extent

necessary to prevent the loss of the license, franchise or

membership or to reinstate it. Any stock which may be made

redeemable under this section may be redeemed for cash, property or

rights including securities of the same or another corporation, at

such time or times, price or prices, or rate or rates, and with any

adjustments, as shall be stated in the certificate of incorporation

or in the resolution or resolutions providing for the issue of the

stock adopted by the board of directors as provided for in

subsection A of this section.

C. The holders of preferred or special stock of any class or of

any series thereof shall be entitled to receive dividends at such

rates, conditions and times as shall be stated in the certificate of

incorporation or in the resolution or resolutions providing for the

issue of the stock adopted by the board of directors as provided for

in subsection A of this section, payable in preference to, or in

relation to, the dividends payable on any other class or classes or

of any other series of stock, and cumulative or noncumulative as

shall be so stated and expressed. When dividends upon the preferred

and special stocks, if any, to the extent of the preference to which

the stocks are entitled, shall have been paid or declared and set

apart for payment, a dividend on the remaining class or classes or

series of stock may then be paid out of the remaining assets of the

corporation available for dividends as otherwise provided for in the

Oklahoma General Corporation Act.

D. The holders of the preferred or special stock of any class

or of any series thereof shall be entitled to the rights upon the

dissolution of, or upon any distribution of the assets of, the

corporation as shall be stated in the certificate of incorporation

or in the resolution or resolutions providing for the issue of the

stock adopted by the board of directors as provided for in

subsection A of this section.

E. Any stock of any class or of any series thereof may be made

convertible into, or exchangeable for, at the option of either the

holder or the corporation or upon the happening of a specified

Oklahoma Statutes - Title 18. Corporations Page 348

event, shares of any other class or classes or any other series of

the same or any other class or classes of stock of the corporation,

at the price or prices or at the rate or rates of exchange, and with

adjustments as shall be stated in the certificate of incorporation

or in the resolution or resolutions providing for the issue of the

stock adopted by the board of directors as provided for in

subsection A of this section.

F. If any corporation shall be authorized to issue more than

one class of stock or more than one series of any class, the powers,

designations, preferences and relative, participating, optional or

other special rights of each class of stock or series thereof and

the qualifications, limitations or restrictions of such preferences

or rights shall be set forth in full or summarized on the face or

back of the certificate which the corporation shall issue to

represent the class or series of stock; provided that, except as

otherwise provided for in Section 1055 of this title, in lieu of the

foregoing requirements, there may be set forth on the face or back

of the certificate which the corporation shall issue to represent

the class or series of stock, a statement that the corporation will

furnish without charge to each shareholder who so requests the

powers, designations, preferences and relative, participating,

optional or other special rights of each class of stock or series

thereof and the qualifications, limitations or restrictions of the

preferences or rights. Within a reasonable time after the issuance

or transfer of uncertificated stock, the corporation shall send to

the registered owner a notice, in writing or by electronic

transmission, containing the information required to be set forth or

stated on certificates pursuant to this section or Section 1037,

subsection A of Section 1055 or subsection A of Section 1063 of this

title, or with respect to this section a statement that the

corporation will furnish without charge to each shareholder who so

requests the powers, designations, preferences and relative,

participating, optional or other special rights of each class of

stock or series thereof and the qualifications, limitations or

restrictions of the preferences or rights. Except as otherwise

expressly provided by law, the rights and obligations of the holders

of uncertificated stock and the rights and obligations of the holder

of certificates representing stock of the same class and series

shall be identical.

G. 1. When any corporation desires to issue any shares of

stock of any class or of any series of any class of which the

powers, designations, preferences and relative, participating,

optional or other rights, if any, or the qualifications, limitations

or restrictions thereof, if any, shall not have been set forth in

the certificate of incorporation or in any amendment thereto but

shall be provided for in a resolution or resolutions adopted by the

board of directors pursuant to authority expressly vested in it by

Oklahoma Statutes - Title 18. Corporations Page 349

the provisions of the certificate of incorporation or any amendment

thereto, a certificate of designations setting forth a copy of the

resolution or resolutions and the number of shares of stock of the

class or series to which the resolution or resolutions apply shall

be executed, acknowledged and filed, and shall become effective in

accordance with the provisions of Section 1007 of this title.

Unless otherwise provided in any resolution or resolutions, the

number of shares of stock of any series to which the resolution or

resolutions apply may be increased, but not above the total number

of authorized shares of the class, or decreased, but not below the

number of shares thereof then outstanding, by a certificate likewise

executed, acknowledged and filed setting forth a statement that a

specified increase or decrease therein had been authorized and

directed by a resolution or resolutions likewise adopted by the

board of directors. In case the number of the shares shall be

decreased, the number of shares so specified in the certificate

shall resume the status which they had prior to the adoption of the

first resolution or resolutions. Unless otherwise provided in the

certificate of incorporation, if no shares of stock have been issued

of a class or series of stock established by a resolution of the

board of directors, the voting powers, designations, preferences and

relative, participating, optional or other rights, if any, or the

qualifications, limitations or restrictions thereof may be amended

by a resolution or resolutions adopted by the board of directors. A

certificate which states that no shares of the class or series have

been issued, sets forth a copy of the resolution or resolutions,

and, if the designation of the class or series is being changed,

indicates the original designation and the new designation, shall be

executed, acknowledged and filed, and shall become effective, in

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

no shares of any class or series are outstanding, either because

none were issued or because no issued shares of any class or series

remain outstanding, a certificate setting forth a resolution or

resolutions adopted by the board of directors that none of the

authorized shares of the class or series are outstanding, and that

none will be issued subject to the certificate of designations

previously filed with respect to the class or series, may be

executed, acknowledged and filed in accordance with the provisions

of Section 1007 of this title and, when the certificate becomes

effective, it shall have the effect of eliminating from the

certificate of incorporation all matters set forth in the

certificate of designations with respect to the class or series of

stock.

2. When any certificate filed pursuant to the provisions of

this subsection becomes effective, it shall have the effect of

amending the certificate of incorporation; except that neither the

filing of the certificate nor the filing of a restated certificate

Oklahoma Statutes - Title 18. Corporations Page 350

of incorporation pursuant to Section 1080 of this title shall

prohibit the board of directors from subsequently adopting

resolutions as authorized by this subsection.
Okla. Stat. tit. 18, § 18-381.50 — OK Code / Title 18 / Section 18-381.50
Requirements to become deposit-type association or
Status: in_force

stock association.

A. Any mutual association may become a deposit-type association

and any mutual association may become a stock association by

adoption of a resolution by a majority of the votes cast in person

or by proxy specially executed for that meeting within ninety (90)

days prior to the meeting at an annual meeting or at any special

meeting of its members, and by adoption of an appropriate amended

certificate of incorporation and bylaw provisions consistent with

this act, and in the case of conversions from mutual to stock form,

upon approval of the conversion by the State Banking Commissioner,

and if applicable, the Director of the Office of Thrift Supervision.

Copies of the resolution to become a deposit association and/or

stock association pursuant to this act and of the amended

certificate of incorporation and bylaw amendments, certified by the

secretary or president of the association, shall be filed with the

Commissioner. Upon approval by the Commissioner, the Commissioner

shall file a copy of such approved resolution with the Secretary of

State, and the association shall be qualified to accept deposit

accounts and issue permanent capital stock in accordance with this

act from and after the effective date stated in the resolution. In

no case of conversion of a mutual to a stock association shall any

reserves existing at the time of such conversion ever inure to the

benefit of the permanent capital stock, but shall be maintained as

reserves in accordance with directions of the Commissioner.

B. At the meeting at which conversion to a stock association is

voted upon, the members of the mutual association shall also vote

upon the directors who shall be the directors of the stock

association after conversion takes effect. The directors shall

execute and file with the Commissioner an amended certificate of

incorporation as provided for in Section 381.17 of this title,

together with an application for conversion, a fee to be set by the

Commissioner, and if the association intends to be an insured

association, a firm commitment for, or evidence of, insurance of

its deposit accounts by the Federal Deposit Insurance Corporation.

The Commissioner may refuse to approve the application and decline

to issue a charter and file the amended certificate of incorporation

if there is reason to believe that the plan of conversion is not

fair and equitable to all the members and that sufficient provision

is not made to protect the interests of the depositors of the

prospective capital stock association. Upon the approval by the

Oklahoma Statutes - Title 18. Corporations Page 53

Commissioner of the application for conversion and the amended

certificate of incorporation and the issuance of a charter, the

association shall cease to be a mutual association. Upon the

conversion of a mutual association, the legal existence of the

association shall not terminate but the stock association shall be a

continuation of the entity of the mutual association and all

property of the mutual association, including its rights, titles and

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

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

interest and asset of every conceivable value or benefit then

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

immediately by act of law and without any conveyance or transfer and

without any further act or deed shall remain and vest in the stock

association into which the mutual association has converted itself.

The stock association shall have, hold and enjoy the same in its own

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

held and enjoyed by the mutual association. The stock association

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

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

relations of the mutual association. All pending actions and other

judicial proceedings to which the mutual association is a party

shall not be abated or discontinued by reason of the conversion but

may be prosecuted to final judgment, order or decree in the same

manner as if the conversion had not been made and the stock

association resulting from the conversion may continue the actions

in its corporate name. Any judgment, order or decree may be

rendered for or against it which might have been rendered for or

against the mutual association theretofore involved in the judicial

proceedings.

C. If the association will be an insured association, approval

by the Commissioner shall be contingent upon the converting

association either having insurance of its deposit accounts by the

Federal Deposit Insurance Corporation, or by the association making

a bona fide application for insurance of deposit accounts, and upon

acceptance and approval of such application by the corporation.

D. The conversion of a state mutual association into a stock

association shall be effected in accordance with a plan of

conversion adopted by the members as provided in this section and

consistent with the other provisions of this title. The plan shall

provide that:

1. Each deposit account holder in the mutual association shall

receive a withdrawable account in the stock association equal in

amount to the withdrawable account of the deposit account holder in

the mutual association;

2. A record date for determining deposit account holders

entitled to purchase stock shall be established which is not less

Oklahoma Statutes - Title 18. Corporations Page 54

than ninety (90) days prior to the date of adoption of the plan of

conversion by the board of directors of the association;

3. Officers, directors and employees of the association and

their associates shall forego any participation in the initial

distribution of permanent capital stock to the extent that any such

person increased the account of such person by more than Twenty

Thousand Dollars ($20,000.00) during the six (6) months preceding

the record date established pursuant to this section. The term

"associate" of a person shall mean parents, spouse, sisters,

brothers, children or anyone married to one of the foregoing

persons, any corporation of which the person is an officer, director

or owner of more than ten percent (10%) of the outstanding voting

securities, any trust of which such person is a trustee or

substantial beneficiary, and any partnership of which such person is

a general or limited partner;

4. The amount of stock to which a member is entitled shall be

determined on the basis of the ratio of deposits of such member with

the association on the record date to the total deposits of the

association on the record date, as applied to the initial issuance

of permanent capital stock. Each deposit account holder as of the

record date may receive warrants authorizing the purchase of shares

of permanent capital stock at a price determined by the board of

directors of the institution and approved by the Commissioner and by

the Director of the Office of Thrift Supervision, and scrip denoting

fractional stock interests of less than one share, provided,

however, that no deposit account holder shall be entitled to scrip

representing fractional interests of less than one-fifth share of

stock; and

5. In connection with a conversion, deposit account holders

shall have a preemptive right to purchase such permanent capital

stock for a period of not less than fourteen (14) days from the date

the offer to sell permanent capital stock is made.

E. If the association is an insured association, the reserves

of a stock association resulting from the conversion of a mutual

association shall be not less than the amount necessary to meet the

requirements of the Federal Deposit Insurance Corporation.
Okla. Stat. tit. 18, § 18-801 — OK Code / Title 18 / Section 18-801
Short title
Status: in_force

This act is known and may be cited as the "Professional Entity

Act".
Okla. Stat. tit. 18, § 18-486 — OK Code / Title 18 / Section 18-486
Failure to pay judgment
Status: in_force

If any such company shall neglect or refuse to pay any final

judgment or decree rendered against it, upon any such recognizance,

stipulation, bond, or undertaking made or guaranteed by it under the

Oklahoma Statutes - Title 18. Corporations Page 238

provisions of this article, from which no appeal, writ of error or

supersedeas has been taken for sixty (60) days after the rendition

of such judgment or decree, it shall forfeit all right to do

business under this act.
Okla. Stat. tit. 18, § 18-1024 — OK Code / Title 18 / Section 18-1024
Change of address or name of registered agent
Status: in_force

CHANGE OF ADDRESS OR NAME OF REGISTERED AGENT

Oklahoma Statutes - Title 18. Corporations Page 333

A. A registered agent may change the address of the registered

office of the corporation or corporations for which he or she is the

registered agent to another address in this state by filing with the

Secretary of State a certificate in the name of each affected

corporation, executed and acknowledged by the registered agent,

setting forth the address at which the registered agent has

maintained the registered office, and further certifying to the new

address to which the registered office will be changed on a given

day, and at which new address the registered agent will thereafter

maintain the registered office. Thereafter, or until further change

of address, as authorized by law, the registered office in this

state shall be located at the new address of the registered agent

thereof as given in the certificate.

B. In the event of a change of name of any person or

corporation acting as registered agent in this state, the registered

agent shall file with the Secretary of State a certificate in the

name of each affected, executed and acknowledged by the registered

agent, setting forth the new name of the registered agent, the name

of the registered agent before it was changed, and the address at

which the registered agent has maintained the registered office for

the affected corporation. A change of name of any person or

corporation acting as registered agent as a result of a merger or

consolidation of the registered agent, with or into another person

or corporation which succeeds to its assets by operation of law,

shall be deemed a change of name for purposes of this section.
Okla. Stat. tit. 18, § 18-381.7a — OK Code / Title 18 / Section 18-381.7a
Examinations – Reports by associations - Penalty
Status: in_force

A. 1. The State Banking Commissioner shall, at least every

eighteen (18) months or as often as the Commissioner deems

advisable, examine every association, and for the purpose of making

such examinations and special examinations, shall have full access

to all books, papers, securities, records and other sources of

Oklahoma Statutes - Title 18. Corporations Page 23

information under the control of the association. The Commissioner

shall make and file in the office of the Commissioner a report in

detail disclosing the results of such examination. The Commissioner

shall mail a copy of the report to the association examined.

However, the Commissioner may accept, in lieu of any three

consecutive association examinations, an examination of the

association by the Office of Thrift Supervision, if conducted within

a reasonable period of time, and if a copy of the examination is

furnished to the Commissioner.

2. The Commissioner may also accept any other report relative

to the condition of an association, which shall include joint or

concurrent examinations that may be obtained by the authorities

within a reasonable period, in lieu of such report authorized by the

laws of this state to be required of such association by the

Oklahoma State Banking Department, provided a copy of such report is

furnished to the Commissioner.

3. The Commissioner may enter into cooperative, coordinating

and information-sharing agreements with the Federal Deposit

Insurance Corporation, the Federal Home Loan Bank Board, or the

Office of Thrift Supervision with respect to the periodic

examination or other supervision of any association.

4. When requested in writing upon authority of the board of

directors or stockholders owning a majority of the capital stock of

any association, the Commissioner shall, if in the opinion of the

Commissioner such examination is desirable, make or cause to be made

an examination into the affairs and conditions of such association.

For such examination, the association shall pay the same fees as

provided for in subsection D of Section 381.15 of this title.

B. Every association shall make two reports each year.

Associations may be required to make more reports if called upon by

the Commissioner. All reports shall be according to the form which

may be prescribed by the Commissioner. The reports shall be

verified by the oath or affirmation of the president, cashier or

secretary of such association and attested by the signatures of at

least two of the directors. Each report shall exhibit, in detail

and under appropriate headings, the resources and liabilities of the

association at the close of business on any last day specified by

the Commissioner, shall be transmitted to the Commissioner within

thirty (30) calendar days after the call date, and may, at the

option of the association, be published at the expense of the

association in the same form in which it is presented to the

Commissioner. The Commissioner shall also have the power to request

special reports from any association whenever, in the judgment of

the Commissioner, such reports are necessary in order to gain a full

and complete knowledge of its condition. However, the reports

authorized and required by this section, to be requested by the

Commissioner, shall relate to a date prior to the date of such

Oklahoma Statutes - Title 18. Corporations Page 24

request and such prior date shall be specified in the request.

Additionally, the Commissioner may accept, in lieu of the reports

referred to in this section, reports made by associations that are

members of the Federal Home Loan Bank System on forms provided by

the Federal Home Loan Bank System.

C. Every association which fails to make and transmit any

report required pursuant to this section shall be subject to a

penalty, at the discretion of the Commissioner, not to exceed Fifty

Dollars ($50.00) for each day, after the specified period, that the

association delays to make and transmit its report. Whenever any

association delays or refuses to pay the penalty herein imposed for

a failure to make and transmit a report, the Commissioner is hereby

authorized to maintain an action in the name of the state against

the delinquent association for the recovery of such penalty, and all

sums collected by such action shall be paid into the State Treasury

to be credited to the General Revenue Fund.

D. The Commissioner may provide a form for the examinations and

reports set forth in this section. All examinations and reports

received by the Commissioner shall be preserved in the office of the

Commissioner for a period of not less than five (5) years. The

preservation may be in an electronic format, and paper copies or

originals need not be retained. Such examination, reports and all

other records of operating associations in the Department are to be

kept confidential, except as permitted by this act.
Okla. Stat. tit. 18, § 18-552.14a — OK Code / Title 18 / Section 18-552.14a
Professional fundraisers - Violations of act
Status: in_force

A. Applicable to charitable organizations, professional

fundraisers and professional solicitors, the following shall

constitute violations of this act:

1. Knowingly making any false material statement or

representation on a registration application;

Oklahoma Statutes - Title 18. Corporations Page 252

2. Using the name of a person when soliciting contributions or

in an advertisement, brochure, stationery or correspondence, without

the consent or approval of such person, other than an officer,

director or trustee of the charitable organization by or for which

contributions are solicited. This paragraph shall not apply to the

use of the name of a person that has contributed to or sponsored an

event or program of the charitable organization in a report,

brochure, program or listing of donors, contributors, sponsors, or

supporters issued or published by a charitable organization. This

paragraph shall not apply to the use of a public figure’s name

and/or likeness truthfully and in good faith, so long as such use

does not imply a false endorsement;

3. Knowingly using, in connection with solicitation of

contributions for the purpose of deceiving the public, a name

similar to other charitable organizations, professional fundraiser,

professional solicitor or government agency or political

subdivision;

4. Failing to register as required pursuant to Sections 552.3,

552.7 or 552.9, as applicable, of Title 18 of the Oklahoma Statutes

unless otherwise exempted by this act;

5. Employing in any solicitation or collection of contributions

for a charitable organization any device, scheme or artifice to

defraud or for obtaining money or property by means of any false

pretense, representation or promise; and

6. Failing or refusing to supply requested information as

required by Section 552.9 of Title 18 of the Oklahoma Statutes.

B. The Attorney General or a district attorney may bring an

action:

1. To obtain a declaratory judgment that an act or practice

violates this act;

2. To enjoin, or to obtain a restraining order against a person

who has violated or is violating this act;

3. To recover actual damages, restitution, disgorgement and

penalties attributed to a violation of this act;

4. To recover reasonable expenses and investigation fees

attributable to a violation of this act;

5. To prosecute any civil or criminal actions as provided by

this act, as applicable; and

6. To revoke the registration of a charitable organization,

professional fundraiser, or professional solicitor for any violation

of this act.

C. In lieu of instigating or continuing an action or

proceeding, the Attorney General or a district attorney may accept a

consent judgment with respect to any act or practice declared to be

a violation of this act. Such a consent judgment shall provide for

the discontinuance by the person entering the same of any act or

practice declared to be a violation of this act, and it may include

Oklahoma Statutes - Title 18. Corporations Page 253

a stipulation for the payment by such person of reasonable expenses,

attorney fees, investigation costs and penalties incurred by the

Attorney General or a district attorney. The consent judgment also

may include a stipulation for restitution to be made by such person

to contributors of money, property or other things received from

contributors in connection with a violation of this act and also may

include a stipulation for specific performance. Any consent

judgment entered into pursuant to this section shall not be deemed

to admit the violation, unless it does so by its terms. Before any

consent judgment entered into pursuant to this section shall be

effective, it must be approved by the district court and an entry

made in the manner required for making an entry of judgment. After

such approval is received, any breach of the conditions of such

consent judgment shall be treated as a violation of a court order,

and shall be subject to all the penalties provided by law therefor.

D. In any action brought by the Attorney General or a district

attorney, the court may:

1. Make such orders or judgments as may be necessary to prevent

the use or employment by a person of any practice declared to be a

violation of this act;

2. Make such orders or judgments as may be necessary to

compensate any person for damages sustained;

3. Enjoin any person from engaging in solicitation of

charitable contributions in this state;

4. Revoke the registration of a charitable organization,

professional fundraiser or professional solicitor;

5. Enter any order that is appropriate in a criminal

prosecution of crimes identified in this act or any other state law;

and

6. Grant other appropriate relief.

E. When an action is filed under this act by the Attorney

General or a district attorney, no action seeking an injunction or

declaratory judgment shall be filed in any other district in this

state based upon the same transaction or occurrence, series of

transactions or occurrences, or allegations that form the basis of

the first action filed.

F. When the Attorney General or a district attorney has reason

to believe that a person has engaged in, is engaging in or is about

to engage in any practice declared to be in violation of this act

and he or she believes it to be in the public interest that an

investigation should be made to ascertain whether a person has in

fact engaged in, is engaging in or is about to engage in any such

practice, he or she may execute in writing and cause to be served

upon any such person who is believed to have information,

documentary material or physical evidence relevant to the alleged

violation an investigative demand requiring such person to furnish,

under oath or otherwise, a report in writing setting forth the

Oklahoma Statutes - Title 18. Corporations Page 254

nonprivileged relevant facts and circumstances of which the person

has knowledge, or to appear and testify, or to produce relevant

nonprivileged documentary material or physical evidence for

examination at such reasonable time and place as may be stated in

the investigative demand, concerning the solicitation of charitable

contributions.

G. To accomplish the objectives and to carry out the duties

prescribed by this act, the Attorney General or district attorney,

in addition to other powers conferred on him or her by this act or

the laws of this state, may issue subpoenas or other process to any

person and conduct hearings in aid of any investigation or inquiry,

administer oaths and take sworn statements under penalty of perjury,

and serve and execute in any county, search warrants; provided, that

none of the powers conferred by this act shall be used for the

purpose of compelling any natural person to furnish testimony or

evidence that might tend to incriminate him or her or subject him

or her to a penalty; and provided further, that information obtained

pursuant to the powers conferred by this act shall not be made

public or disclosed by the Attorney General, district attorney or

their employees unless otherwise provided under this act.

H. In addition to any other penalties provided under this act,

a charitable organization, professional fundraiser, or professional

solicitor that is found to be in violation of the Oklahoma

Solicitation of Charitable Contributions Act in a civil action or

who willfully violates the terms of any injunction or court order

issued pursuant to the Oklahoma Solicitation of Charitable

Contributions Act shall pay a civil penalty of not more than Ten

Thousand Dollars ($10,000.00) per violation, taking into account the

nature and severity of the violation and the benefit provided to the

public by the violator, along with the need for protecting

contributors and donors. For the purposes of this section, the

district court issuing an injunction shall retain jurisdiction, and

in such cases, the Attorney General, acting in the name of the

state, or a district attorney may petition for recovery of civil

penalties.

I. In administering and pursuing actions under this act, the

Attorney General and a district attorney are authorized to sue for

and collect reasonable expenses, attorney fees, and investigation

fees as determined by the court. Civil penalties or contempt

penalties sued for and recovered by the Attorney General or a

district attorney shall be used for the furtherance of their duties

and activities under this act.

J. In addition to other penalties imposed by this act, any

person convicted in a criminal proceeding of committing an act

prohibited in paragraph 1, 3 or 5 of subsection A of this section,

shall be guilty of a felony and upon conviction thereof shall be

subject to a fine not to exceed Ten Thousand Dollars ($10,000.00) or

Oklahoma Statutes - Title 18. Corporations Page 255

imprisonment in the custody of the Department of Corrections for not

more than five (5) years, or by both such fine and imprisonment.
Okla. Stat. tit. 18, § 18-1072 — OK Code / Title 18 / Section 18-1072
Powers of court in elections of directors
Status: in_force

POWERS OF COURT IN ELECTIONS OF DIRECTORS

A. The district court, in any proceeding instituted pursuant to

the provisions of Section 1056, 1060 or 1070 of this title, may

determine the right and power of persons claiming to own stock, or

Oklahoma Statutes - Title 18. Corporations Page 397

in the case of a corporation without capital stock, of the persons

claiming to be members, to vote at any meeting of the shareholders.

B. The district court may appoint a master to hold any election

provided for in Section 1056, 1060 or 1070 of this title under such

orders and powers as it deems proper; and it may punish any officer

or director for contempt in case of disobedience of any order made

by the court; and, in case of disobedience by a corporation of any

order made by the court, may enter a decree against such corporation

for a penalty of not more than Five Thousand Dollars ($5,000.00).
Okla. Stat. tit. 18, § 18-381.1 — OK Code / Title 18 / Section 18-381.1
Short title
Status: in_force

Sections 381.1 through 381.78 of this title and Sections 6, 7,

8, 25, 26, 27, 32, 37, 38, 39, 46, 50, 51, and 80 through 87 of this

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

Loan Code".
Okla. Stat. tit. 18, § 18-381.77 — OK Code / Title 18 / Section 18-381.77
Liquidation by Federal Deposit Insurance Corporation
Status: in_force

A. The Federal Deposit Insurance Corporation (FDIC) may act

without bond as the liquidating agent of any insured association

closed by the State Banking Commissioner.

B. The Commissioner, upon closing an insured association, may

tender to the FDIC the appointment as liquidator of such

association.

C. Upon being notified in writing of the acceptance of such an

appointment, the Commissioner shall immediately file in the office

of the county clerk of the county where the main office of the

insured association is situated a certificate evidencing the

appointment of the FDIC as liquidator. Upon the filing of the

certificate the possession of all the assets, business and property

of such association of every kind and nature, wheresoever situated,

shall be deemed transferred from such association and the

Commissioner to the FDIC. Without the execution of any instruments

of conveyance, assignment, transfer or endorsement, the title to all

such assets and property shall be vested in the FDIC and the

Commissioner thereafter shall be forever relieved from any and all

responsibility and liability with respect to the liquidation of such

association. With respect to a federal association, it shall be

sufficient to file a certified copy of the resolution of the

Director of the Office of Thrift Supervision appointing a receiver.

D. When the Director of the Office of Thrift Supervision or

FDIC transfers all real property, interests in real property, and

liens on real property of a closed insured association or federal

association, collectively referred to for the purpose of this

subsection as the "transferred property", to a single existing

association, federal association or bank or a newly chartered

federal association, the Director of the Office of Thrift

Supervision or FDIC shall file a memorandum of transfer or a

memorandum of assignment so stating in the office of the county

clerk of the county where real property records must be recorded

with respect to the transferred property. The memorandum shall be

executed by an authorized special representative of the Director of

the Office of Thrift Supervision or of the FDIC and shall have

attached to it certified copies of the resolutions of the Director

of the Office of Thrift Supervision or of the FDIC appointing and

authorizing the special representative and authorizing the transfer.

In that event, regardless of whether the date of closing predates

this statute, it shall not be necessary for the memorandum to

describe the transferred property with specificity, nor shall it be

necessary for any of the transferred property to be separately

Oklahoma Statutes - Title 18. Corporations Page 97

conveyed to the transferee association, federal association or bank

by an additional instrument. Thereafter, when the transferee

association, federal association or bank conveys, assigns, or

releases any of the transferred property, such conveyances,

assignments, and releases shall recite that the transferee

association, federal association or bank is successor in title to

the closed association as evidenced by the memorandum of transfer or

the memorandum of assignment and shall further recite the date and

county of filing and the book and page of recording the memorandum.

E. If the FDIC accepts the appointment as liquidator, it shall

have and possess all the powers and privileges provided by the laws

of this state with respect to the liquidation of an insured

association and with respect to the depositors and other creditors

of such an association and shall proceed in liquidation as if it

were the Commissioner, and shall have the right and power, upon the

order of a court of record of competent jurisdiction, to enforce the

individual liability of the directors of any such association.

F. To the extent that any action is required or permitted to be

taken by the FDIC or the Director of the Office of Thrift

Supervision pursuant to the terms of this section, any similar

action taken by the Federal Savings and Loan Insurance Corporation

or the Federal Home Loan Bank Board as predecessor federal agencies,

either prior to or subsequent to the effective date of this section,

shall be equally legal and effective as if such action were taken by

the FDIC or the Director of the Office of Thrift Supervision

pursuant to the authorization granted herein.
Okla. Stat. tit. 18, § 18-562 — OK Code / Title 18 / Section 18-562
Alternative articles for religious association - Recording
Status: in_force

- Powers.

The members of any church or religious society, not less than

three, who by its rules, usage and general discipline, or otherwise,

do not desire to organize and become incorporated under the

foregoing provisions relating to corporations may organize and

become corporate, capable of suing and being sued, holding,

purchasing and receiving title to real estate and other property by

devise, gift, grant or other conveyance, with power to mortgage,

sell or convey the same or any part, parcel or portion thereof, by

adopting and signing articles containing:

First. The name of the church, society, association or

corporation, its general purpose and plan of operation and its place

of location.

Second. The terms of admission and qualifications of

membership, and the selection of officers and the filling of

vacancies, and the manner in which the same is to be governed and

managed. Such articles shall be filed in the office of the

Secretary of State and a filing fee of Twenty-five Dollars ($25.00)

shall be paid to the Secretary of State. The articles shall also be

filed in the office of the register of deeds of the county in which

such church, society, association or corporation is located; and

thereupon such church, society, association or corporation shall

have all the powers hereinbefore provided, and may adopt and

establish bylaws and make all rules and regulations deemed necessary

and expedient for the management of its affairs in accordance with

law.

R.L. 1910, § 1468. Amended by Laws 1996, c. 69, § 1, eff. Nov. 1,

1996.
Okla. Stat. tit. 18, § 18-2048 — OK Code / Title 18 / Section 18-2048
Foreign limited liability company - Necessity of
Status: in_force

registration to transact business in state.

A. A foreign limited liability company transacting business in

this state may not maintain an action, suit, or proceeding in a

court of this state until it has registered in this state as

provided in this act.

B. The failure of a foreign limited liability company to

register in this state does not impair the validity of any contract

or act of the foreign limited liability company or prevent the

foreign limited liability company from defending any action, suit,

or proceeding in any court of this state.

C. A foreign limited liability company, by transacting business

in this state without registration, appoints the Office of the

Secretary of State as its agent for service of process with respect

to a cause of action arising out of the transaction of business in

this state.

D. A member of a foreign limited liability company is not

liable for the debts and obligations of the limited liability

company solely by reason of such company's having transacted

business in this state without a valid certificate of registration.
Okla. Stat. tit. 18, § 18-1047.1 — OK Code / Title 18 / Section 18-1047.1
Lost, stolen, or destroyed stock certificates; Issuance
Status: in_force

of new certificate or uncertificated shares.

LOST, STOLEN, OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW

CERTIFICATE OR UNCERTIFICATED SHARES

Oklahoma Statutes - Title 18. Corporations Page 360

A corporation may issue a new certificate of stock or

uncertificated shares in place of any certificate previously issued

by it that is alleged to have been lost, stolen, or destroyed. The

corporation may require the owner of the lost, stolen, or destroyed

certificate, or such owner’s legal representative, to give the

corporation a bond sufficient to indemnify it against any claim that

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

destruction of any such certificate or the issuance of such new

certificate or uncertificated shares.
Okla. Stat. tit. 18, § 18-553.3 — OK Code / Title 18 / Section 18-553.3
Penalties
Status: in_force

Any violation of the provisions of Sections 553.1 and 553.2 of

this title shall constitute a Class D1 felony offense and any person

guilty thereof shall, upon conviction, be fined not more than Ten

Thousand Dollars ($10,000.00) , or be confined as provided for in

subsections B through F of Section 20N of Title 21 of the Oklahoma

Statutes, or by both such fine and imprisonment. Any such

prohibited communication by any agent or servant of a corporation

shall subject such corporation to the fine above specified in

addition to whatever penalty is imposed upon such agent or servant.

Any corporation may be enjoined in the manner provided in Section

12, Chapter 70, Title 21, Page 193, Oklahoma Session Laws 1955, when

any of the conditions herein set forth are found to exist with

respect to a violation of this act, or it may be subject to the

cancellation therein specified.
Okla. Stat. tit. 18, § 18-1067 — OK Code / Title 18 / Section 18-1067
Notice of meetings and adjourned meetings
Status: in_force

NOTICE OF MEETINGS AND ADJOURNED MEETINGS

A. Whenever shareholders are required or permitted to take any

action at a meeting, a notice of the meeting shall be given in

accordance with Section 1075.2 of this title. The notice shall

state the place, if any, date and hour of the meeting, the means of

remote communications, if any, by which shareholders and

proxyholders may be deemed to be present in person and vote at the

meetings, the record date for determining the shareholders entitled

to vote at the meeting, if such date is different from the record

date for determining shareholders entitled to notice of the meeting

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

which the meeting is called.

B. Unless otherwise provided for in the Oklahoma General

Corporation Act, the written notice of any meeting shall be given

not less than ten (10) nor more than sixty (60) days before the date

Oklahoma Statutes - Title 18. Corporations Page 392

of the meeting to each shareholder entitled to vote at such meeting

as of the record date for determining the shareholders entitled to

notice of the meeting. If mailed, notice is given when deposited in

the United States mail, postage prepaid, directed to the shareholder

at his or her address as it appears on the records of the

corporation. An affidavit of the secretary or an assistant

secretary or of the transfer agent or other agent of the corporation

that the notice has been given, in the absence of fraud, shall be

prima facie evidence of the facts stated therein.

C. Unless the bylaws otherwise require, when a meeting is

adjourned to another time or place, including an adjournment taken

to address a technical failure to convene or continue a meeting

using remote communication, notice need not be given of the

adjourned meeting if the time, place, if any, thereof, and the means

of remote communications, if any, by which shareholders and

proxyholders may be deemed to be present in person and vote at the

adjourned meeting are:

1. Announced at the meeting at which the adjournment is taken;

2. Displayed during the time scheduled for the meeting on the

same electronic network used to enable shareholders and proxy

holders to participate in the meeting by means of remote

communication; or

3. Set forth in the notice of meeting given in accordance with

subsection A of this section.

At the adjourned meeting the corporation may transact any

business which might have been transacted at the original meeting.

If the adjournment is for more than thirty (30) days, a notice of

the adjourned meeting shall be given to each shareholder of record

entitled to vote at the meeting. If after the adjournment a new

record date for shareholders entitled to vote is fixed for the

adjourned meeting, the board of directors shall fix a new record

date for notice of such adjourned meeting in accordance with

subsection A of Section 1058 of this title, and shall give notice of

the adjourned meeting to each shareholder of record entitled to vote

at such adjourned meeting as of the record date fixed for notice of

such adjourned meeting.
Okla. Stat. tit. 18, § 18-2050 — OK Code / Title 18 / Section 18-2050
Foreign limited liability company - Action to restrain
Status: in_force

transacting business in state.

The Attorney General may maintain an action to restrain a

foreign limited liability company from transacting business in this

state in violation of this act.
Okla. Stat. tit. 18, § 18-2028 — OK Code / Title 18 / Section 18-2028
Distribution - Cash - Asset in kind
Status: in_force

Except as otherwise provided in the operating agreement:

1. A member, regardless of the nature of the member's

contribution, has no right to demand and receive any distribution

from a limited liability company in any form other than cash; and

2. No member may be compelled to accept from a limited

liability company a distribution of any asset in kind to the extent

that the percentage of the asset distributed to the member exceeds

the percentage which the member's interest in the limited liability

company is of all of the interests in the limited liability company.
Okla. Stat. tit. 18, § 18-2054.1 — OK Code / Title 18 / Section 18-2054.1
Conversion of an entity to a limited liability company
Status: in_force

CONVERSION OF AN ENTITY TO A LIMITED LIABILITY COMPANY

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

limited liability company, a domestic or foreign public benefit

limited liability company, a domestic or foreign corporation, a

domestic or foreign partnership whether general or limited, and

including a limited liability partnership and a limited liability

limited partnership, and any domestic or foreign unincorporated

nonprofit or for-profit association, trust or enterprise having

members or having outstanding shares of stock or other evidences of

financial, beneficial or membership interest therein, whether formed

by agreement or under statutory authority or otherwise.

B. Any entity may convert to a domestic limited liability

company, including a protected or registered series of a limited

liability company, by complying with subsection H of this section

and filing with the Secretary of State in accordance with the

statutes applicable to the converting entity articles of conversion

to a limited liability company that have been executed in accordance

with the statutes applicable to the converting entity, to which

shall be attached articles of organization that comply with Sections

2005 and 2008 of this title and have been executed by one or more

authorized persons in accordance with Section 2006 of this title.

C. The articles of conversion to a limited liability company

shall state:

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

2. The name, jurisdiction of formation of the entity, and type

of entity when formed and, if changed, its name, jurisdiction and

type of entity immediately before filing of the articles of

conversion to limited liability company;

3. The name of the limited liability company as set forth in

its articles of organization filed in accordance with subsection B

of this section; and

4. The future effective date or time of the conversion to a

limited liability company, which shall be a date or time certain not

later than ninety (90) days after the filing, if it is not to be

Oklahoma Statutes - Title 18. Corporations Page 581

effective upon the filing of the articles of conversion to a limited

liability company and the articles of organization.

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

conversion to limited liability company and the articles of

organization, the entity shall be converted to a domestic limited

liability company and the limited liability company shall thereafter

be subject to all of the provisions of the Oklahoma Limited

Liability Company Act, except that notwithstanding Section 2004 of

this title, the existence of the limited liability company shall be

deemed to have commenced on the date the entity was formed.

E. The conversion of any entity into a domestic limited

liability company shall not be deemed to affect any obligations or

liabilities of the entity incurred before its conversion to a

domestic limited liability company or the personal liability of any

person incurred before the conversion.

F. When an entity has converted to a domestic limited liability

company under this section, the domestic limited liability company

shall be deemed to be the same entity as the converting entity. All

of the rights, privileges and powers of the entity that has

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

due to the entity, as well as all other things and causes of action

belonging to the entity, shall remain vested in the domestic limited

liability company and shall be the property of the domestic limited

liability company, and the title to any real property vested by deed

or otherwise in the entity shall not revert or be in any way

impaired by reason of the conversion, but all rights of creditors

and all liens upon any property of the entity shall be preserved

unimpaired, and all debts, liabilities and duties of the entity that

has converted shall remain attached to the domestic limited

liability company and may be enforced against it to the same extent

as if the debts, liabilities and duties had been incurred or

contracted by it in its capacity as a domestic limited liability

company. The rights, privileges, powers and interests in property

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

entity, shall not be deemed, as a consequence of the conversion, to

have been transferred to the domestic limited liability company to

which the entity has converted for any purpose of the laws of this

state.

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

this state applicable to the converting entity, the converting

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

liabilities and distribute its assets, and the conversion shall not

be deemed to constitute a dissolution of the entity and shall

constitute a continuation of the existence of the converting entity

in the form of a domestic limited liability company.

H. Before filing the articles of conversion to a domestic

limited liability company with the Office of the Secretary of State,

Oklahoma Statutes - Title 18. Corporations Page 582

the conversion shall be approved in the manner provided for by the

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

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

its business or by applicable law, as appropriate, and articles of

organization shall be approved by the same authorization required to

approve the conversion.

I. In a conversion of an entity to a domestic limited liability

company under this section, rights or securities of or memberships

or membership, economic or ownership interests in the entity that is

to be converted to a domestic limited liability company may be

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

securities of or interests in the domestic limited liability company

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

converted into cash, property or rights or securities of or

memberships or membership, economic or ownership interests in

another domestic limited liability company or other entity.

J. The provisions of this section shall not be construed to

limit the accomplishment of a change in the law governing, or the

domicile of, an entity to this state by any other means provided for

in an operating agreement or other agreement or as otherwise

permitted by law including by the amendment of an operating

agreement or other agreement.

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

conversion of a charitable entity into a domestic limited liability

company, if the charitable status of such entity would thereby be

lost or impaired.
Okla. Stat. tit. 18, § 18-1079 — OK Code / Title 18 / Section 18-1079
Reduction of Capital
Status: in_force

REDUCTION OF CAPITAL

A. A corporation, by resolution of its board of directors, may

reduce its capital in any of the following ways:

1. By reducing or eliminating the capital represented by shares

of capital stock which have been retired; or

2. By applying to an otherwise authorized purchase or

redemption of outstanding shares of its capital stock some or all of

the capital represented by the shares being purchased or redeemed,

or any capital that has not been allocated to any particular class

of its capital stock; or

3. By applying to an otherwise authorized conversion or

exchange of outstanding shares of its capital stock some or all of

the capital represented by the shares being converted or exchanged,

or some or all of any capital that has not been allocated to any

particular class of its capital stock, or both, to the extent that

such capital in the aggregate exceeds the total aggregate par value

or the stated capital of any previously unissued shares issuable

upon such conversion or exchange; or

4. By transferring to surplus:

a. some or all of the capital not represented by any

particular class of its capital stock; or

b. some or all of the capital represented by issued

shares of its par value capital stock, which capital

is in excess of the aggregate par value of such

shares; or

c. some of the capital represented by issued shares of

its capital stock without par value.

B. Notwithstanding the other provisions of this section, no

reduction of capital shall be made or effected unless the assets of

the corporation remaining after such reduction shall be sufficient

to pay any debts of the corporation for which payment has not been

otherwise provided. No reduction of capital shall release any

liability of any shareholder whose shares have not been fully paid.
Okla. Stat. tit. 18, § 18-595 — OK Code / Title 18 / Section 18-595
Filing of activity reports – Required information
Status: in_force

Any charitable corporation formed in an unincorporated area for

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

department, such as mentioned in Section 592 of Title 18 of the

Oklahoma Statutes, shall be required to file the appropriate

activity reports utilizing the National Emergency Response

Information System (NERIS) with the Office of the State Fire Marshal

in Oklahoma City. The activity report forms shall include, but not

be limited to, the amount of property and vehicle fire loss, types

of fires, inspections, and investigations. The report shall include

notification of all fire-related civilian deaths and injuries in the

respective jurisdiction and of firefighter deaths in the line of

duty and of firefighter injuries in the line of duty requiring the

services of a hospital or physician or both, and these fire-related

burn injuries and death reports shall be completed within forty-

eight (48) hours of the incident.
Okla. Stat. tit. 18, § 18-908 — OK Code / Title 18 / Section 18-908
Voting rights
Status: in_force

Each stockholder shall be entitled to one vote, in person or by

proxy, for each share of capital stock held, and each member shall

be entitled to one vote, in person or by proxy, for each One

Thousand Dollars ($1,000.00) of the outstanding loan limit of each

member.
Okla. Stat. tit. 18, § 18-2055.2 — OK Code / Title 18 / Section 18-2055.2
Annual certificate for domestic limited liability
Status: in_force

company and registered series and foreign limited liability company.

ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND

FOREIGN LIMITED LIABILITY COMPANY

A. Every domestic limited liability company and every foreign

limited liability company registered to do business in this state

shall file a certificate each year in the Office of the Secretary of

State, which confirms it is an active business and includes its

principal place of business address, and shall pay an annual

certificate fee of Twenty-five Dollars ($25.00).

B. The annual certificate shall be due on the anniversary date

of filing the articles of organization, articles of registered

series, or registration, as the case may be, until cancellation of

the articles of organization or articles of registered series or

withdrawal of the registration.

C. The Secretary of State shall, at least sixty (60) days

before the anniversary date of each year, cause a notice of the

annual certificate to be sent to each domestic limited liability

company and registered series and each foreign limited liability

company and registered series required to comply with the provisions

of this section to its last known electronic mail address of record

with the Secretary of State.

D. A domestic limited liability company or registered series or

foreign limited liability company or registered series that fails to

file the annual certificate and pay the annual certificate fee

within sixty (60) days after the date due shall cease to be in good

standing as a domestic limited liability company or registered

series or registered as a foreign limited liability company or

registered series in this state.

E. Except for accepting a resignation of a registered agent

when a successor registered agent is not being appointed or an

application for reinstatement, the Secretary of State shall not

accept for filing any certificate or articles, or issue any

certificate of good standing, in respect to any domestic limited

liability company or registered series that has ceased to be in good

standing or foreign limited liability company or registered series

that has ceased to be registered, unless or until the domestic

limited liability company or registered series has been reinstated

in good standing or the foreign limited liability company or

registered series has been reinstated as a foreign limited liability

company or registered series duly registered in this state.

Oklahoma Statutes - Title 18. Corporations Page 616

F. A domestic limited liability company or registered series

that has ceased to be in good standing or a foreign limited

liability company or registered series that has ceased to be

registered in this state may not maintain any action, suit or

proceeding in any court of this state until the domestic limited

liability company or registered series has been reinstated in good

standing or the foreign limited liability company or registered

series has been reinstated as a foreign limited liability company or

registered series duly registered in this state. An action, suit or

proceeding may not be maintained in any court of this state by any

successor or assignee of the domestic limited liability company or

registered series or foreign limited liability company or registered

series on any right, claim or demand arising out of the transaction

of business by the domestic limited liability company or registered

series after it has ceased to be in good standing or a foreign

limited liability company or registered series that has ceased to be

registered in this state until the domestic limited liability

company or registered series or foreign limited liability company or

registered series, or any person that has acquired all or

substantially all of its assets, has caused the limited liability

company or registered series to be reinstated in good standing or as

a foreign limited liability company or registered series dulyOklahoma Statutes - Title 18. Corporations Page 18ed to be

registered in this state until the domestic limited liability

company or registered series or foreign limited liability company or

registered series, or any person that has acquired all or

substantially all of its assets, has caused the limited liability

company or registered series to be reinstated in good standing or as

a foreign limited liability company or registered series duly

registered in this state, as applicable.
Okla. Stat. tit. 18, § 18-1141 — OK Code / Title 18 / Section 18-1141
Prohibition on use of same or indistinguishable names;
Status: reserved

Exceptions.

PROHIBITION ON USE OF SAME OR INDISTINGUISHABLE NAMES; EXCEPTIONS

The Secretary of State shall not accept for reservation or

filing a statement or certificate containing a name which is the

same as or indistinguishable from the name of any business entity,

as defined in Section 15 of this act, trade name, fictitious name,

or reserved name filed with the Secretary of State unless one of the

following is filed with the Secretary of State:

1. The written consent of the business entity or holder of the

trade name, fictitious name, or reserved name to use the same or

indistinguishable name with the addition of one or more words to

make that name distinguishable upon the records of the Secretary of

State, except that the addition of words to make the name

distinguishable shall not be required where the written consent

states that the consenting entity is about to change its name, cease

to do business, withdraw from the state, or be wound up;

2. A certified copy of a final decree of a court of competent

jurisdiction establishing the prior right of the business entity or

holder of a reserved name, trade name, or fictitious name to the use

of the name in this state;

3. In the case of any foreign business entity having a name

prohibited by this section which intends to qualify to transact

business within this state, a resolution adopting a fictitious name

not prohibited by this section, which shall be used to the exclusion

of its true name when transacting business within this state. Such

resolution shall be executed by a representative or representatives

of the business entity duly authorized to sign on its behalf.
Okla. Stat. tit. 18, § 18-564.3 — OK Code / Title 18 / Section 18-564.3
Petition to district court - Final order - Transfer of
Status: in_force

title and possession.

When the condition of being extinct or of ceasing to function

and use its property has existed for two (2) years or longer, and

there is no superior body having jurisdiction, the district court of

any county where any such property is located, upon petition

therefor, after the notice hereinafter provided, and, after hearing

and inquiry into the merits, shall make a final order, declaring

such church or society extinct and dissolving the same; and shall

make a final order transferring the title and possession of all

property which may belong to such church or society or which may be

held in trust for such church or society to a statewide religious

association, organization, society, or corporation of the same or

similar denomination, faith, creed, practice, or doctrine.
Okla. Stat. tit. 18, § 18-2024 — OK Code / Title 18 / Section 18-2024
Performance of obligations - Compromise - Remedies for
Status: in_force

failure to perform.

A. 1. Except as otherwise provided in the articles of

organization or the operating agreement, a member is obligated to

the limited liability company to perform any written promise to

contribute cash or property or to perform services, even if he is

unable to perform because of death, disability or other reason.

2. If a member does not make the required contribution of

property or services, he is obligated, at the option of the limited

liability company, to contribute cash equal to that portion of

value, as stated in the operating agreement, of the stated

contribution that has not been made.

B. 1. The obligation of a member to make a contribution or

return money or other property paid or distributed in violation of

this act may be compromised only upon compliance with the operating

agreement, or, if the operating agreement does not so provide, with

the unanimous consent of the members.

2. A compromise shall not impair the right of any creditor to

enforce the obligation or to require the obligation to be enforced

if:

a. such creditor relied upon the obligation and the

absence in the operating agreement of the limited

liability company's authority to compromise the

obligation, or

b. a duty to the creditor was breached in the making of

the compromise.

C. An operating agreement may provide that the capital interest

of a member who fails to make any contribution or other payment that

the member is required to make shall be subject to specified

remedies for, or specified consequences of, the failure. The remedy

or consequence may take the form of reducing the defaulting member's

capital interest in the limited liability company, subordinating the

defaulting member's capital interest in the limited liability

company to that of the nondefaulting members, a forced sale of the

capital interest in the limited liability company, forfeiture of the

capital interest in the limited liability company, the lending by

the nondefaulting members of the amount necessary to meet the

commitment, a fixing of the value of the member's capital interest

in the limited liability company by appraisal or by formula and

Oklahoma Statutes - Title 18. Corporations Page 559

redemption and sale of the member's capital interest in the limited

liability company at that value, or other remedy or consequences.
Okla. Stat. tit. 18, § 18-381.48a — OK Code / Title 18 / Section 18-381.48a
Sole owner accounts without payable-on-death
Status: in_force

beneficiary – Transfer of deposits to known heirs - Affidavit.

A. When a deposit has been made in an association in the name

of a sole individual without designation of a payable-on-death

beneficiary, upon the death of the sole owner of the deposit

account, if the amount of the aggregate deposits held in single

ownership accounts in the name of the deceased individual is Five

Thousand Dollars ($5,000.00) or less, the association may transfer

the funds to the known heirs of the deceased upon receipt of an

affidavit sworn to by the known heirs of the deceased which

establishes jurisdiction and relationship and states that the owner

of the deposit account left no will. The affidavit shall be sworn

to and signed by the known heirs of the deceased and same shall

swear that the facts set forth in the affidavit establishing

jurisdiction, heirship and intestacy are true and correct.

B. Receipt by the association of the affidavit described in

subsection A of this section shall be a valid and sufficient release

and discharge to the association for any transfer of deposits made

pursuant thereto and shall set to discharge the association from

liability as to any other party, including any heir, legatee,

devisee, creditor or other person having rights or claims to funds

or property of the decedent, and include a discharge of the

association from liability for any estate, inheritance or other

taxes which may be due the state from the estate or as a result of

the transfer.

C. Any person who knowingly submits and signs a false affidavit

as provided in this section shall be fined not more than Three

Thousand Dollars ($3,000.00) or imprisoned for not more than six (6)

months, or both. Restitution of the amount fraudulently attained

shall be made to the rightful beneficiary by the guilty person.
Okla. Stat. tit. 18, § 18-438.24 — OK Code / Title 18 / Section 18-438.24
Mortgages, deeds of trust or pledges - Sale, lease,
Status: in_force

etc.

A. The board of trustees of a cooperative shall have full power

and authority, without authorization by the members thereof, to

authorize the execution and delivery of a mortgage or mortgages or a

deed or deeds of trust of, 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 therefrom,

all upon such terms and conditions as the board of trustees shall

determine, to secure any indebtedness of the cooperative to United

Oklahoma Statutes - Title 18. Corporations Page 137

States of America or any agency or instrumentality thereof or to any

corporation or financial institution permitted to assist in the

credit and financial needs of rural telephone cooperative

corporations.

B. A cooperative may not otherwise sell, mortgage, lease or

otherwise dispose of or encumber all or a substantial portion of its

property unless such sale, mortgage, lease or other disposition or

encumbrance is authorized by the affirmative vote of not less than

two thirds (2/3) of all the members of the cooperative; provided,

however, that notwithstanding any other provision of Section 438.1

et seq. of this title, or any other provision of law, the board of

trustees may, upon the authorization of a majority of those members

of the cooperative present at a meeting of the members thereof, the

notice of which shall have set forth the proposed action, sell,

lease or otherwise dispose of all or a substantial portion of its

property to another cooperative pursuant to this act or to the

holder or holders of any notes, bonds or other evidences of

indebtedness to United States of America or any agency or

instrumentality thereof or to any corporation or financial

institution permitted to assist in the credit and financial needs of

rural telephone cooperative corporations.
Okla. Stat. tit. 18, § 18-441-1103 — OK Code / Title 18 / Section 18-441-1103
Power of estate of member
Status: in_force

POWER OF ESTATE OF MEMBER. Unless the organic rules provide for

greater rights, if a member is dissociated because of death, dies or

is expelled by reason of being adjudged incompetent, the member’s

personal representative or other legal representative may exercise

the rights of a transferee of the member’s financial rights and, for

purposes of settling the estate of a deceased member, may exercise

the informational rights of a current member to obtain information

under Section 44 of this act.
Okla. Stat. tit. 18, § 18-438.29 — OK Code / Title 18 / Section 18-438.29
Foreign nonprofit or cooperative corporation -
Status: in_force

Extensions of lines into state.

Any foreign nonprofit or cooperative corporation furnishing or

authorized to furnish communication services and owning or operating

communication lines or facilities in an adjacent state may construct

or acquire extensions of such lines in this state and operate such

extensions by complying with the statutes of this state pertaining

to the qualifications of foreign corporations for the doing of

business in this state. Thereafter, such corporation shall have all

the rights, powers, privileges and immunities of a cooperative

organized under this act.
Okla. Stat. tit. 18, § 18-381.21 — OK Code / Title 18 / Section 18-381.21
Corporate existence - Organizational meeting
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 32

The corporate existence of an association shall begin on the

date of filing of the certificate of incorporation with the

Secretary of State and within thirty (30) days thereafter an

organizational meeting shall be held by the deposit account holders

or permanent capital stock subscribers pursuant to notice mailed to

each of them not less than seven (7) days before the date of the

meeting. At such meeting, bylaws of the association shall be

adopted and directors shall be elected.
Okla. Stat. tit. 18, § 18-381.45 — OK Code / Title 18 / Section 18-381.45
Power of attorney - Revocation
Status: in_force

Any association or federal association may continue to recognize

the authority of an attorney-in-fact authorized in writing to manage

or to make withdrawals either in whole or in part from a deposit

account, whether of a minor or adult, until it receives written

notice or is on actual notice of the revocation of such authority.

For the purposes of this section, written notice of the death or

adjudication of incompetency of such deposit account holder shall

constitute written notice of revocation of the authority of the

attorney.

Oklahoma Statutes - Title 18. Corporations Page 50
Okla. Stat. tit. 18, § 18-381.25 — OK Code / Title 18 / Section 18-381.25
Amendment of certificate of incorporation
Status: in_force

An amended certificate of incorporation must be signed and

acknowledged by all of the directors of the association, and shall

conform with the requirements for the original certificate of

incorporation except that the names and addresses of the directors

shall be stated in lieu of names of the incorporators. An amended

certificate of incorporation shall be submitted to the State Banking

Commissioner for approval and shall be filed with the Secretary of

Oklahoma Statutes - Title 18. Corporations Page 39

State upon payment by the association of the statutory filing fees

for filing an amended certificate of incorporation.
Okla. Stat. tit. 18, § 18-1091 — OK Code / Title 18 / Section 18-1091
Appraisal rights
Status: in_force

APPRAISAL RIGHTS

A. Any shareholder of a corporation of this state who holds

shares of stock on the date of the making of a demand pursuant to

the provisions of subsection D of this section with respect to the

shares, who continuously holds the shares through the effective date

of the merger, consolidation, or conversion who has otherwise

complied with the provisions of subsection D of this section and who

has neither voted in favor of the merger, consolidation, or

conversion nor consented thereto pursuant to the provisions of

Section 1073 of this title shall be entitled to an appraisal by the

district court of the fair value of the shares of stock under the

circumstances described in subsections B and C of this section. As

used in this section, “shareholder” means a holder of record of

stock in a stock corporation; “stock” and “share” mean and include

what is ordinarily meant by those words; “depository receipt” means

an instrument issued by a depository representing an interest in one

or more shares, or fractions thereof, solely of stock of a

corporation, which stock is deposited with the depository;

“beneficial owner” means a person who is the beneficial owner of

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

behalf of such person; and “person” means any individual,

corporation, partnership, unincorporated association, or other

entity.

B. 1. Except as otherwise provided for in this subsection,

appraisal rights shall be available for the shares of any class or

series of stock of a constituent corporation in a merger,

consolidation, or conversion or of the acquired corporation in a

share acquisition, to be effected pursuant to the provisions of

Section 1081 of this title, other than a merger effected pursuant to

subsection G of Section 1081 of this title, or the provisions of

Section 1082, 1084, 1085, 1086, 1087, 1090.1, 1090.2 or 1090.5 of

this title.

2. a. No appraisal rights under this section shall be

available for the shares of any class or series of

stock which stock, or depository receipts in respect

thereof, at the record date fixed to determine the

shareholders entitled to receive notice of the meeting

Oklahoma Statutes - Title 18. Corporations Page 465

of shareholders, or at the record date fixed to

determine the shareholders entitled to consent under

Section 1073 of this title, to act upon the agreement

of merger or consolidation or the resolution providing

for conversion, or, the case of a merger pursuant to

subsection H of Section 1081 of this title, as of

immediately before the execution of the agreement of

merger, were either:

(1) listed on a national securities exchange, or

(2) held of record by more than two thousand holders.

b. In addition, no appraisal rights shall be available

for any shares of stock, or depository receipts in

respect thereof, of the constituent corporation

surviving a merger if the merger did not require for

its approval the vote of the shareholders of the

surviving corporation as provided for in subsection F

of Section 1081 of this title.

3. Notwithstanding the provisions of paragraph 2 of this

subsection, appraisal rights provided for in this section shall be

available for the shares of any class or series of stock of a

constituent or converting corporation if the holders thereof are

required by the terms of an agreement of merger or consolidation, or

by the terms of a resolution providing for conversion pursuant to

the provisions of Section 1081, 1082, 1084, 1085, 1086, 1087,

1090.1, 1090.2 or 1090.5 of this title to accept for the stock

anything except:

a. shares of stock of the corporation surviving or

resulting from the merger or consolidation, or of the

converted entity if such entity is a corporation as a

result of the conversion, or depository receipts

thereof,

b. shares of stock of any other corporation, or

depository receipts in respect thereof, which shares

of stock or depository receipts at the effective date

of the merger, consolidation, or conversion will be

either listed on a national securities exchange or

held of record by more than two thousand holders,

c. cash in lieu of fractional shares or fractional

depository receipts described in subparagraphs a and b

of this paragraph, or

d. any combination of the shares of stock, depository

receipts, and cash in lieu of the fractional shares or

depository receipts described in subparagraphs a, b,

and c of this paragraph.

4. In the event all of the stock of a subsidiary domestic

corporation party to a merger effected pursuant to the provisions of

Section 1083 or 1083.1 of this title is not owned by the parent

Oklahoma Statutes - Title 18. Corporations Page 466

corporation immediately prior to the merger, appraisal rights shall

be available for the shares of the subsidiary domestic corporation.

C. Any corporation may provide in its certificate of

incorporation that appraisal rights under this section shall be

available for the shares of any class or series of its stock as a

result of an amendment to its certificate of incorporation, any

merger or consolidation in which the corporation is a constituent

corporation, the sale of all or substantially all of the assets of

the corporation, or a conversion effected under Section 1090.5 of

this title. If the certificate of incorporation contains such a

provision, the procedures of this section, including those set forth

in subsections D and E of this section, shall apply as nearly as is

practicable.

D. Appraisal rights shall be perfected as follows:

1. If a proposed merger, consolidation, or conversion for which

appraisal rights are provided under this section is to be submitted

for approval at a meeting of shareholders, the corporation, not less

than twenty (20) days prior to the meeting, shall notify each of its

shareholders who was such on the record date for notice of such

meeting, or such members who received notice in accordance with

subsection C of Section 1081 of this title, with respect to shares

for which appraisal rights are available pursuant to subsection B or

C of this section that appraisal rights are available for any or all

of the shares of the constituent corporations or the converting

corporation, and shall include in the notice a copy of this section

and, if one of the constituent corporations or the converting

corporation is a nonstock corporation, a copy of Section 1004.1 of

this title or information directing shareholders to a publicly

available electronic resource at which such sections may be accessed

without subscription or cost. Each shareholder electing to demand

the appraisal of the shares of the shareholder shall deliver to the

corporation, before the taking of the vote on the merger,

consolidation, or conversion, a written demand for appraisal of the

shares of the shareholder. The demand will be sufficient if it

reasonably informs the corporation of the identity of the

shareholder and that the shareholder intends thereby to demand the

appraisal of the shares of the shareholder. A proxy or vote against

the merger, consolidation, or conversion shall not constitute such a

demand. A shareholder electing to take such action must do so by a

separate written demand as herein provided. Within ten (10) days

after the effective date of the merger, consolidation, or

conversion, the surviving, resulting, or converted entity shall

notify each shareholder of each constituent or converting

corporation who has complied with the provisions of this subsection

and has not voted in favor of or consented to the merger,

consolidation, or conversion, and any beneficial owner who has

demanded appraisal under paragraph 3 of this subsection, as of the

Oklahoma Statutes - Title 18. Corporations Page 467

date that the merger, consolidation, or conversion has become

effective; or

2. If the merger, consolidation, or conversion is approved

pursuant to the provisions of Section 1073, subsection H of Section

1081, Section 1083 or Section 1083.1 of this title, either a

constituent or converting corporation before the effective date of

the merger, consolidation, or conversion or the surviving,

resulting, or converted entity within ten (10) days after such

effective date shall notify each shareholder of any class or series

of stock of the constituent or converting corporation who is

entitled to appraisal rights of the approval of the merger or

consolidation and that appraisal rights are available for any or all

shares of such class or series of stock of the constituent

corporation, and shall include in the notice either a copy of this

section and, if one of the constituent corporations or the

converting corporation is a nonstock corporation, a copy of Section

1004.1 of this title or information directing shareholders to a

publicly available electronic resource at which this section and

Section 1004.1 of this title, if applicable, may be accessed without

subscription or cost. The notice may, and, if given on or after the

effective date of the merger, consolidation, or conversion, shall,

also notify the shareholders of the effective date of the merger,

consolidation, or conversion. Any shareholder entitled to appraisal

rights may, within twenty (20) days after the date of mailing of the

notice or, in the case of a merger approved pursuant to subsection H

of Section 1081 of this title, within the later of the consummation

of an offer contemplated by subsection H of Section 1081 of this

title and twenty (20) days after the date of mailing of such notice,

demand in writing from the surviving or resulting entity the

appraisal of the holder’s shares; provided that a demand may be

delivered to the entity by electronic transmission if directed to an

information processing system, if any, expressly designated for such

purpose in the notice. The demand will be sufficient if it

reasonably informs the entity of the identity of the shareholder and

that the shareholder intends to demand the appraisal of the holder’s

shares. If the notice does not notify shareholders of the effective

date of the merger, consolidation, or conversion either:

a. each constituent corporation or the converting

corporation shall send a second notice before the

effective date of the merger, consolidation, or

conversion notifying each of the holders of any class

or series of stock of the constituent or converting

corporation that are entitled to appraisal rights of

the effective date of the merger, consolidation, or

conversion, or

b. the surviving, resulting, or converted entity shall

send a second notice to all holders on or within ten

Oklahoma Statutes - Title 18. Corporations Page 468

(10) days after the effective date of the merger,

consolidation, or conversion; provided, however, that

if the second notice is sent more than twenty (20)

days following the mailing of the first notice or, in

the case of a merger approved pursuant to subsection H

of Section 1081 of this title, later than the later of

the consummation of the offer contemplated by

subsection H of Section 1081 of this title and twenty

(20) days following the sending of the first notice,

the second notice need only be sent to each

shareholder who is entitled to appraisal rights and

who has demanded appraisal of the holder’s shares in

accordance with this subsection and any beneficial

owner who has demanded appraisal under paragraph 3 of

this subsection. An affidavit of the secretary or

assistant secretary or of the transfer agent of the

corporation or entity that is required to give notice

that the notice has been given shall, in the absence

of fraud, be prima facie evidence of the facts stated

therein. For purposes of determining the shareholders

entitled to receive either notice, each constituent

corporation or the converting corporation may fix, in

advance, a record date that shall be not more than ten

(10) days prior to the date the notice is given;

provided, if the notice is given on or after the

effective date of the merger, consolidation, or

conversion, the record date shall be the effective

date. If no record date is fixed and the notice is

given prior to the effective date, the record date

shall be the close of business on the day next

preceding the day on which the notice is given.

3. Notwithstanding subsection A of this section, but subject to

this paragraph, a beneficial owner may, in such person’s name,

demand in writing an appraisal of the beneficial owner’s shares in

accordance with paragraph 1 or 2 of this subsection, as applicable;

provided that:

a. such beneficial owner continuously owns such shares

through the effective date of the merger,

consolidation, or conversion and otherwise satisfies

the requirements applicable to a shareholder under

subsection A of this section, and

b. the demand made by the beneficial owner reasonably

identifies the holder of record of the shares for

which the demand is made, is accompanied by

documentary evidence of such beneficial owner’s

beneficial ownership of stock and a statement that

such documentary evidence is a true and correct copy

Oklahoma Statutes - Title 18. Corporations Page 469

of what it purports to be, and provides an address at

which such beneficial owner consents to receive

notices given by the surviving, resulting, or

converted entity and to be set forth on the verified

list required by subsection F of this section.

E. Within one hundred twenty (120) days after the effective

date of the merger, consolidation, or conversion, the surviving,

resulting, or converted entity or any person who has complied with

the provisions of subsections A and D of this section and who is

otherwise entitled to appraisal rights, may file a petition in

district court demanding a determination of the value of the stock

of all such shareholders. Notwithstanding the foregoing, at any

time within sixty (60) days after the effective date of the merger,

consolidation, or conversion, any person entitled to appraisal

rights who has not commenced an appraisal proceeding or joined that

proceeding as a named party shall have the right to withdraw the

person’s demand for appraisal and to accept the terms offered upon

the merger, consolidation, or conversion. Within one hundred twenty

(120) days after the effective date of the merger, consolidation, or

conversion, any person entitled to appraisal rights who has complied

with the requirements of subsections A and D of this section, upon

written request, or by electronic transmission directed to an

information processing system, if any, expressly designated for that

purpose in the notice of appraisal, shall be entitled to receive

from the surviving, resulting, or converted entity a statement

setting forth the aggregate number of shares not voted in favor of

the merger, consolidation, or conversion or, in the case of a merger

approved pursuant to subsection H of Section 1081 of this title, the

aggregate number of shares, other than any excluded stock as defined

in subparagraph d of paragraph 6 of subsection H of Section 1081 of

this title, that were the subject of, and were not tendered into,

and accepted for purchase or exchange in, the offer referred to in

paragraph 2 of subsection H of Section 1081 of this title and, in

either case, with respect to which demands for appraisal have been

received and the aggregate number of shareholders or beneficial

owners holding or owning such shares; provided that, where a

beneficial owner makes a demand under paragraph 3 of subsection D of

this section, the record holder of such shares shall not be

considered a separate shareholder holding such shares for purposes

of such aggregate number. The written statement shall be given to

the person within ten (10) days after the person’s written request

for a statement is received by the surviving, resulting, or

converted entity or within ten (10) days after expiration of the

period for delivery of demands for appraisal pursuant to the

provisions of subsection D of this section, whichever is later.

F. Upon the filing of any such petition by any person other

than the surviving, resulting, or converted entity, service of a

Oklahoma Statutes - Title 18. Corporations Page 470

copy thereof shall be made upon the entity, which, within twenty

(20) days after service, shall file, in the office of the court

clerk of the district court in which the petition was filed, a duly

verified list containing the names and addresses of all persons who

have demanded appraisal for their shares and with whom agreements

regarding the value of their shares have not been reached by the

entity. If the petition shall be filed by the surviving, resulting,

or converted entity, the petition shall be accompanied by such duly

verified list. The court clerk, if so ordered by the court, shall

give notice of the time and place fixed for the hearing on the

petition by registered or certified mail to the surviving,

resulting, or converted entity and to the persons shown on the list

at the addresses therein stated. The forms of the notices by mail

and by publication shall be approved by the court, and the costs

thereof shall be borne by the surviving, resulting, or converted

entity.

G. At the hearing on the petition, the court shall determine

the persons who have complied with the provisions of this section

and who have become entitled to appraisal rights. The court may

require the persons who have demanded an appraisal of their shares

and who hold stock represented by certificates to submit their

certificates of stock to the court clerk for notation thereon of the

pendency of the appraisal proceedings; and if any person fails to

comply with this direction, the court may dismiss the proceedings as

to that person. If immediately before the merger, consolidation, or

conversion the shares of the class or series of stock of the

constituent or converting corporation as to which appraisal rights

are available were listed on a national securities exchange, the

court shall dismiss the proceedings as to all holders of such shares

who are otherwise entitled to appraisal rights unless (1) the total

number of shares entitled to appraisal exceeds one percent (1%) of

the outstanding shares of the class or series eligible for

appraisal, (2) the value of the consideration provided in the

merger, consolidation, or conversion for such total number of shares

exceeds One Million Dollars ($1,000,000.00), or (3) the merger was

approved pursuant to Section 1083 or Section 1083.1 of this title.

H. After determining the persons entitled to an appraisal, the

court shall appraise the shares, determining their fair value

exclusive of any element of value arising from the accomplishment or

expectation of the merger, consolidation, or conversion, together

with interest, if any, to be paid upon the amount determined to be

the fair value. In determining the fair value, the court shall take

into account all relevant factors. In determining the fair rate of

interest, the court may consider all relevant factors. Unless the

court in its discretion determines otherwise for good cause shown,

and except as provided in this subsection, interest from the

effective date of the merger, consolidation, or conversion through

Oklahoma Statutes - Title 18. Corporations Page 471

the date of payment of the judgment shall be compounded quarterly

and shall accrue at five percent (5%) over the Federal Reserve

discount rate including any surcharge, as established from time to

time during the period between the effective date of the merger,

consolidation, or conversion and the date of payment of judgment.

At any time before the entry of judgment in the proceedings, the

surviving, resulting, or converted entity may pay to each person

entitled to appraisal an amount in cash, in which case interest

shall accrue thereafter as provided herein only upon the sum of (1)

the difference, if any, between the amount so paid and the fair

value of the shares as determined by the court, and (2) interest

theretofore accrued, unless paid at that time. Upon application by

the surviving, resulting, or converted entity or by any person

entitled to participate in the appraisal proceeding, the court may,

in its discretion, proceed to trial upon the appraisal prior to the

final determination of the persons entitled to an appraisal. Any

person whose name appears on the list filed by the surviving,

resulting, or converted entity pursuant to the provisions of

subsection F of this section may participate fully in all

proceedings until it is finally determined that the person is not

entitled to appraisal rights pursuant to the provisions of this

section.

I. The court shall direct the payment of the fair value of the

shares, together with interest, if any, by the surviving, resulting,

or converted entity to the persons entitled thereto. Payment shall

be made to each person upon such terms and conditions as the court

may order. The court’s decree may be enforced as other decrees in

the district court may be enforced, whether the surviving,

resulting, or converted entity is an entity of this state or of any

other state.

J. The costs of the proceeding may be determined by the court

and taxed upon the parties as the court deems equitable in the

circumstances. Upon application of a person whose name appears on

the list filed by the surviving, resulting, or converted entity

under subsection F of this section who participated in the

proceeding and incurred expenses in connection with such proceeding,

the court may order all or a portion of the expenses including but

not limited to reasonable attorney fees and the fees and expenses of

experts, to be charged pro rata against the value of all of the

shares entitled to an appraisal not dismissed under subsection K of

this section or subject to such an award under a reservation of

jurisdiction under subsection K of this section.

K. From and after the effective date of the merger,

consolidation, or conversion, no person who has demanded appraisal

rights with respect to some or all of the person’s shares as

provided for in subsection D of this section shall be entitled to

vote the shares for any purpose or to receive payment of dividends

Oklahoma Statutes - Title 18. Corporations Page 472

or other distributions on the shares, except dividends or other

distributions payable to shareholders of record at a date which is

prior to the effective date of the merger, consolidation, or

conversion; provided, however, that if no petition for an appraisal

is filed within the time provided for in subsection E of this

section, or if a person who has made a demand for an appraisal in

accordance with this section shall deliver to the surviving,

resulting, or converted entity a written withdrawal of the person’s

demand for an appraisal with respect to some or all of the person’s

shares in accordance with subsection E of this section, then the

right of the person to an appraisal of the shares subject to the

withdrawal shall cease; provided further, no appraisal proceeding in

the district court shall be dismissed as to any person without the

approval of the court, and approval may be conditioned upon terms as

the court deems just including but not limited to a reservation of

jurisdiction for any application to the court made under subsection

J of this section; provided, however, that this provision shall not

affect the right of any person who has not commenced an appraisal

proceeding or joined that proceeding as a named party to withdraw

such person’s demand for appraisal and to accept the terms offered

upon the merger, consolidation or conversion within sixty (60) days

after the effective date of the merger, consolidation, or

conversion, as set forth in subsection E of this section.

L. The shares or other equity interests of the surviving,

resulting, or converted entity into which the shares of stock

subject to appraisal under this section would have otherwise

converted but for an appraisal demand made in accordance with this

section shall have the status of authorized but not outstanding

shares of stock or other equity interests of the surviving,

resulting, or converted entity, unless and until the person who has

demanded appraisal is no longer entitled to appraisal under this

section.
Okla. Stat. tit. 18, § 18-1030 — OK Code / Title 18 / Section 18-1030
Interested Directors - Quorum
Status: in_force

INTERESTED DIRECTORS; QUORUM

A. No contract or transaction between a corporation and one or

more of its directors or officers, or between a corporation and any

other corporation, partnership, association, or other organization

Oklahoma Statutes - Title 18. Corporations Page 341

in which one or more of its directors or officers are directors or

officers, or have a financial interest, shall be void or voidable

solely for this reason, or solely because the director or officer is

present at or participates in the meeting of the board or committee

thereof which authorizes the contract or transaction, or solely

because his or their votes are counted for such purpose, if:

1. The material facts as to his relationship or interest and as

to the contract or transaction are disclosed or are known to the

board of directors or the committee, and the board or committee in

good faith authorizes the contract or transaction by the affirmative

votes of a majority of the disinterested directors, even though the

disinterested directors be less than a quorum;

2. The material facts as to his relationship or interest and as

to the contract or transaction are disclosed or are known to the

shareholders entitled to vote thereon, and the contract or

transaction is specifically approved in good faith by vote of the

shareholders; or

3. The contract or transaction is fair as to the corporation as

of the time it is authorized, approved or ratified, by the board of

directors, a committee thereof, or the shareholders.

B. Common or interested directors may be counted in determining

the presence of a quorum at a meeting of the board of directors or

of a committee which authorizes the contract or transaction.
Okla. Stat. tit. 18, § 18-441-702 — OK Code / Title 18 / Section 18-441-702
Marketing contracts
Status: in_force

MARKETING CONTRACTS.

(a) If a marketing contract provides for the sale of products,

commodities, or goods to a limited cooperative association, the sale

transfers title to the association upon delivery or at any other

specific time expressly provided by the contract.

(b) A marketing contract may:

(1) Authorize a limited cooperative association to create an

enforceable security interest in the products, commodities, or goods

delivered; and

(2) Allow the association to sell the products, commodities, or

goods delivered and pay the sales price on a pooled or other basis

after deducting selling costs, processing costs, overhead, expenses,

and other charges.

(c) Some or all of the provisions of a marketing contract

between a patron member and a limited cooperative association may be

contained in the organic rules.
Okla. Stat. tit. 18, § 18-381.24 — OK Code / Title 18 / Section 18-381.24
Change of office location - Change of name
Status: in_force

No association shall move its main office or branch office, or

change its name except with permission granted by order of the State

Oklahoma Statutes - Title 18. Corporations Page 33

Banking Commissioner. In the event permission is granted to move

the main office to a town or city other than that named in the

certificate of incorporation of the association, or to change the

name, an amended certificate of incorporation shall be filed.
Okla. Stat. tit. 18, § 18-2025 — OK Code / Title 18 / Section 18-2025
Profits and losses – Distributions
Status: in_force

PROFITS AND LOSSES; DISTRIBUTIONS

Except as otherwise provided in the operating agreement:

1. The profits and losses of a limited liability company shall

be allocated among the members, and among classes or groups of

members, on the basis of the agreed value, as stated in the records

of the limited liability company, of the contributions made by each

member to the extent they have been received by the limited

liability company and have not been returned; and

2. Distributions of the limited liability company shall be made

to the members, and among classes or groups of members, in

proportion to their right to share in the profits and losses of the

limited liability company.
Okla. Stat. tit. 18, § 18-438.26 — OK Code / Title 18 / Section 18-438.26
Recording instruments - Lien
Status: in_force

Any mortgage, deed of trust or other instrument executed by a

cooperative or foreign corporation doing business in this state

pursuant to this act, which affects real and personal property and

which is recorded in the real property records in any county in

which such property is located or is to be located, shall have the

same force and effect as if the mortgage, deed of trust or other

instrument were also recorded, filed or indexed as provided by law

in the proper office in such county as a mortgage of personal

property. The lien upon real or personal property of any such

mortgage, deed of trust or other instrument shall, after recordation

thereof, continue in existence and of record for the period of time

specified therein without the refiling thereof of the filing or any

renewal certificate, affidavit, or other supplemental information

required by the laws relating to the renewal, maintenance or

extension of liens upon real or personal property.
Okla. Stat. tit. 18, § 18-1010 — OK Code / Title 18 / Section 18-1010
Commencement of Corporate Existence
Status: in_force

COMMENCEMENT OF CORPORATE EXISTENCE

Upon the filing with the Secretary of State of the certificate

of incorporation, executed and acknowledged in accordance with the

provisions of Section 7 of this act, the incorporator or

incorporators who signed the certificate, and his or their

successors and assigns, from the date of such filing, shall be and

constitute a body corporate by the name set forth in the

certificate, subject to the provisions of subsection D of Section 7

of this act and subject to dissolution or other termination of its

existence as provided for in the Oklahoma General Corporation Act.
Okla. Stat. tit. 18, § 18-441-1005 — OK Code / Title 18 / Section 18-441-1005
Distributions
Status: in_force

DISTRIBUTIONS.

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

Section 96 of this act, the board of directors may authorize, and

Oklahoma Statutes - Title 18. Corporations Page 207

the limited cooperative association may make, distributions to

members.

(b) Unless the organic rules otherwise provide, distributions

to members may be made in any form, including money, capital

credits, allocated patronage equities, revolving fund certificates,

and the limited cooperative association’s own or other securities.
Okla. Stat. tit. 18, § 18-2032 — OK Code / Title 18 / Section 18-2032
Membership interest as personal property
Status: in_force

MEMBERSHIP INTEREST AS PERSONAL PROPERTY

A capital interest is personal property. A member has no

interest in specific limited liability company property.