Okla. Stat. tit. 18, § 18-2018 — OK Code / Title 18 / Section 18-2018
Managers - Majority vote required
Status: in_force

Voting by managers may be on a per capita, number, financial

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

provided in the articles of organization or operating agreement, if

the limited liability company has more than one manager, all

decisions of the managers shall be made by majority vote of the

managers on a per capita basis. An operating agreement may grant to

all or certain identified managers or a specified class or group of

the managers the right to vote, separately or with all or any class

or group of managers or members, on any matter.
Okla. Stat. tit. 18, § 18-1140.2 — OK Code / Title 18 / Section 18-1140.2
Transfer of trade name
Status: in_force

TRANSFER OF TRADE NAME

In the event a corporation or other business entity elects to

transfer ownership of a trade name to another corporation or

business entity, it shall file a report, in duplicate, with the

Secretary of State, specifying such transfer. The report shall be

executed by a party duly authorized to sign on behalf of the

corporation or other business entity. In the case of a corporation,

the report shall be acknowledged and filed in accordance with

Section 1007 of this title. The report shall contain the name of

the corporation to which the trade name is being transferred, and

the address wherein such business is to be carried on.
Okla. Stat. tit. 18, § 18-1142.1 — OK Code / Title 18 / Section 18-1142.1
Fees for telephone assistance
Status: in_force

FEES FOR TELEPHONE ASSISTANCE

The Secretary of State is authorized to charge fees as provided

by law for a telephone assistance service to provide information

concerning records retained by the Secretary of State.
Okla. Stat. tit. 18, § 18-2064 — OK Code / Title 18 / Section 18-2064
Periodic statements and third-party certification
Status: in_force

PERIODIC STATEMENTS AND THIRD-PARTY CERTIFICATION.

A public benefit limited liability company shall no less than

biennially provide its members with a statement as to the limited

liability company's promotion of the public benefit or public

benefits set forth in its articles of organization and as to the

best interests of those materially affected by the limited liability

company's conduct. The statement shall include:

1. The objectives that have been established to promote such

public benefit or public benefits and interests;

2. The standards that have been adopted to measure the limited

liability company's progress in promoting such public benefit or

public benefits and interests;

3. Objective factual information based on those standards

regarding the limited liability company's success in meeting the

Oklahoma Statutes - Title 18. Corporations Page 624

objectives for promoting such public benefit or public benefits and

interests; and

4. An assessment of the limited liability company's success in

meeting the objectives and promoting such public benefit or public

benefits and interests.
Okla. Stat. tit. 18, § 18-1059 — OK Code / Title 18 / Section 18-1059
Cumulative Voting
Status: in_force

CUMULATIVE VOTING

The certificate of incorporation of any corporation may provide

that at all elections of directors of the corporation, or at

elections held under specified circumstances, each holder of stock

or of any class or classes or of a series or series thereof shall be

entitled to as many votes as shall equal the number of votes which,

except for such provision as to cumulative voting, he would be

entitled to cast for the election of directors with respect to his

shares of stock multiplied by the number of directors to be elected

by him, and that he may cast all of such votes for a single director

or may distribute them among the number to be voted for, or for any

two (2) or more of them as he may see fit.
Okla. Stat. tit. 18, § 18-441-403 — OK Code / Title 18 / Section 18-441-403
Method of voting on amendment of organic rules
Status: in_force

METHOD OF VOTING ON AMENDMENT OF ORGANIC RULES.

Oklahoma Statutes - Title 18. Corporations Page 183

(a) A substantive change to a proposed amendment of the organic

rules may not be made at the members meeting at which a vote on the

amendment occurs.

(b) A nonsubstantive change to a proposed amendment of the

organic rules may be made at the members meeting at which the vote

on the amendment occurs and need not be separately voted upon by the

board of directors.

(c) A vote to adopt a nonsubstantive change to a proposed

amendment to the organic rules must be by the same percentage of

votes required to pass a proposed amendment.
Okla. Stat. tit. 18, § 18-438.12 — OK Code / Title 18 / Section 18-438.12
Board of trustees
Status: in_force

A. The business of a cooperative shall be managed by a board of

not less than five (5) trustees, each of whom shall be a member of

the cooperative. The bylaws shall prescribe the number of trustees,

their qualifications, other than those prescribed in this act, the

manner of holding meetings of the board of trustees and of electing

successors to trustees who shall resign, die, or otherwise be

incapable of acting. The bylaws may also provide for the removal of

trustees from office and for the election of their successors.

Trustees shall not receive any salaries for their services as

trustees and, except in emergencies, shall not receive any salaries

for their services in any other capacity without the approval of the

Oklahoma Statutes - Title 18. Corporations Page 128

members. The cooperative may provide liability, accident, life and

health insurance coverage for trustees choosing to have that

coverage. The bylaws may also prescribe a fixed fee for attendance

at each meeting of the board of trustees and may provide for

reimbursement of actual expenses of attendance.

B. The trustees of a cooperative named in any articles of

incorporation, consolidation, merger, conversion, or combined

consolidation and conversion shall hold office until the next annual

meeting of the members and until their successors are elected and

qualify. At each annual meeting or, in case of failure to hold the

annual meeting as specified in the bylaws, at a special meeting

called for that purpose, the members shall elect trustees to hold

office until the next annual meeting of the members, except as

otherwise provided in this act or the bylaws. Each trustee shall

hold office for the term for which he is elected and until his

successor is elected and qualifies. Vacancies shall be filled in

accordance with provisions of the bylaws.

C. The bylaws may provide that:

1. In lieu of electing the whole number of trustees annually,

the trustees shall be divided into three classes at the first or any

subsequent annual meeting, each class to be as nearly equal in

number as possible, with the term of office of the trustees of the

first class to expire at the next succeeding annual meeting, the

term of the second class to expire at the second succeeding annual

meeting, and the term of the third class to expire at the third

succeeding annual meeting; and

2. At each annual meeting or at district meetings, after such

classification, a number of trustees equal to the number of the

class whose term expires at the time of such meeting shall be

elected to hold office until the third succeeding annual or district

meeting.

D. A majority of the board of trustees, as determined by the

bylaws, shall constitute a quorum.

E. The board of trustees may exercise all of the powers of a

cooperative conferred upon the members by this act, or its articles

of incorporation or bylaws.
Okla. Stat. tit. 18, § 18-2019.1 — OK Code / Title 18 / Section 18-2019.1
Title to property - Transfer
Status: in_force

A. Title to property of the limited liability company that is

held in the name of the limited liability company may be transferred

by an instrument of transfer executed by any manager in the name of

the limited liability company.

B. Title to property of the limited liability company that is

held in the name of one or more members or managers with an

indication in the instrument transferring title to the property to

them of their capacity as members or managers of a limited liability

company or of the existence of a limited liability company, even if

the name of the limited liability company is not indicated, may be

transferred by an instrument of transfer executed by the persons in

whose name title is held.

C. Property transferred under subsections A or B of this

section may be recovered by the limited liability company if it

proves that the act of the person executing the instrument of

transfer did not bind the limited liability company under Section

2019 of Title 18 of the Oklahoma Statutes, unless the property has

been transferred by the initial transferee or a person claiming

through the initial transferee to a subsequent transferee who gives

value without having notice that the person who executed the

instrument of initial transfer lacked authority to bind the limited

liability company.

D. Title to property of the limited liability company that is

held in the name of one or more persons other than the limited

liability company without an indication in the instrument

transferring title to the property to them of their capacity as

members or managers of a limited liability company or of the

existence of a limited liability company, may be transferred free of

any claims of the limited liability company or the members by the

person in whose name title is held to a transferee who gives value

without having notice that it is property of a limited liability

company.

Oklahoma Statutes - Title 18. Corporations Page 555
Okla. Stat. tit. 18, § 18-1133 — OK Code / Title 18 / Section 18-1133
Change of registered agent upon whom process may be
Status: in_force

served.

CHANGE OF REGISTERED AGENT UPON WHOM PROCESS MAY BE SERVED

A. 1. Any foreign corporation which has qualified to do

business in this state may change its registered agent and

substitute another registered agent by filing a certificate with the

Secretary of State, acknowledged in accordance with the provisions

of Section 1007 of this title, setting forth:

a. the name and street address of its registered agent

designated in this state upon whom process directed to

the corporation may be served, and

b. a revocation of all previous appointments of agent for

such purposes.

2. Such registered agent shall be either an individual residing

in this state when appointed or a corporation, limited liability

company, or limited partnership authorized to transact business in

this state and in compliance with subparagraph b of paragraph 2 of

subsection B of Section 1130 of this title.

B. Any individual or entity designated by a foreign corporation

as its registered agent for service of process may resign by filing

with the Secretary of State a signed statement that the agent is

unwilling to continue to act as the registered agent of the

corporation for service of process, including in the statement the

post office address of the main or headquarters office of the

foreign corporation, but the resignation shall not become effective

until thirty (30) days after the statement is filed. The statement

shall be acknowledged by the registered agent and shall contain a

representation that written notice of resignation was given to the

corporation at least thirty (30) days prior to the filing of the

statement by mailing or delivering the notice to the corporation at

its address given in the statement.

C. If any agent designated and certified as required by the

provisions of Section 1130 of this title shall die, remove himself

or herself from this state or resign, then the foreign corporation

for which the agent had been so designated and certified, within ten

(10) days after the death, removal or resignation of its agent,

shall substitute, designate and certify to the Secretary of State,

the name of another registered agent for the purposes of the

Oklahoma General Corporation Act, and all process, orders, rules and

notices may be served on or given to the substituted agent with like

effect.

Oklahoma Statutes - Title 18. Corporations Page 506

D. Any individual or entity designated by a foreign corporation

as its registered agent for service of process 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.

E. In the event of a change of name of any individual or entity

designated by a foreign corporation as its registered agent for

service of process, the registered agent shall file with the

Secretary of State a certificate in the name of each affected

corporation, 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 entity

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, § 18-1055 — OK Code / Title 18 / Section 18-1055
Restriction on transfer of securities
Status: in_force

RESTRICTION ON TRANSFER OF SECURITIES

A. A written restriction or restrictions on the transfer or

registration of transfer of a security of a corporation, or on the

amount of a corporation’s securities that may be owned by any person

or group of persons, if permitted by this section and noted

conspicuously on the certificate or certificates representing the

security or securities so restricted or, in the case of

uncertificated shares, contained in the notice or notices sent

pursuant to the provisions of subsection F of Section 1032 of this

title, may be enforced against the holder of the restricted security

or securities or any successor or transferee of the holder including

an executor, administrator, trustee, guardian or other fiduciary

entrusted with like responsibility for the person or estate of the

holder. Unless noted conspicuously on the certificate or

certificates representing the security or securities so restricted

or, in the case of uncertificated shares, contained in the notice or

notices sent pursuant to the provisions of subsection F of Section

1032 of this title, a restriction, even though permitted by this

section, is ineffective except against a person with actual

knowledge of the restriction.

B. A restriction on the transfer or registration of transfer of

securities of a corporation, or on the amount of a corporation’s

securities that may be owned by any person or group of persons, may

be imposed either by the certificate of incorporation or by the

bylaws or by an agreement among any number of security holders or

among such holders and the corporation. No restriction so imposed

shall be binding with respect to securities issued prior to the

adoption of the restriction unless the holders of the securities are

parties to an agreement or voted in favor of the restriction.

C. A restriction on the transfer or registration of transfer of

securities of a corporation or on the amount of a corporation’s

Oklahoma Statutes - Title 18. Corporations Page 365

securities that may be owned by any person or group of persons is

permitted by the provisions of this section if it:

1. Obligates the holder of the restricted securities to offer

to the corporation or to any other holders of securities of the

corporation or to any other person or to any combination of the

foregoing, a prior opportunity, to be exercised within a reasonable

time, to acquire the restricted securities;

2. Obligates the corporation or any holder of securities of the

corporation or any other person or any combination of the foregoing,

to purchase the securities which are the subject of an agreement

respecting the purchase and sale of the restricted securities;

3. Requires the corporation or the holders of any class of

securities of the corporation to consent to any proposed transfer of

the restricted securities or to approve the proposed transferee of

the restricted securities or to approve the amount of securities of

the corporation that may be owned by any person or group of persons;

4. Obligates the holder of the restricted securities to sell or

transfer an amount of restricted securities to the corporation or to

any other holders of securities of the corporation or to any other

person or to any combination of the foregoing, or causes or results

in the automatic sale or transfer of an amount of restricted

securities to the corporation or to any other holders of securities

of the corporation or to any other person or to any combination of

the foregoing; or

5. Prohibits or restricts the transfer of the restricted

securities to, or the ownership of restricted securities by,

designated persons or classes of persons or groups of persons, and

such designation is not manifestly unreasonable.

D. Any restriction on the transfer or the registration of

transfer of the securities of a corporation, or on the amount of

securities of a corporation that may be owned by a person or group

of persons, shall be conclusively presumed to be for a reasonable

purpose for any of the following purposes:

1. Maintaining any local, state, federal or foreign tax

advantage to the corporation or its shareholders, including without

limitation:

a. maintaining the corporation’s status as an electing

small business corporation under Subchapter S of the

United States Internal Revenue Code,

b. maintaining or preserving any tax attribute,

including, without limitation, net operating losses,

or

c. qualifying or maintaining the qualification of the

corporation as a real estate investment trust pursuant

to the United States Internal Revenue Code or

regulations adopted pursuant to the United States

Internal Revenue Code; or

Oklahoma Statutes - Title 18. Corporations Page 366

2. Maintaining any statutory or regulatory advantage or

complying with any statutory or regulatory requirements under

applicable local, state, federal, or foreign law.

E. Any other lawful restriction on transfer or registration of

transfer of securities, or on the amount of securities that may be

owned by any person or group of persons, is permitted by the

provisions of this section.
Okla. Stat. tit. 18, § 18-1075.2 — OK Code / Title 18 / Section 18-1075.2
Electronic notice – Effectiveness - Revocation of
Status: in_force

consent.

ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT

A. Without limiting the manner of which notice otherwise may be

given effectively to shareholders, any notice to shareholders given

by the corporation under any provision of the Oklahoma General

Corporation Act, the certificate of incorporation, or the bylaws may

be given in writing directed to the shareholder’s mailing address or

by electronic transmission directed to the shareholder’s electronic

mail address, as applicable, as it appears on the records of the

corporation, and shall be given:

1. If mailed, when the notice is deposited with the United

States Postal Service, postage prepaid;

2. If delivered by courier service, the earlier of when the

notice is received or left at the shareholder’s address; or

3. If given by electronic mail, when directed to such

shareholder’s electronic mail address unless the shareholder has

notified the corporation in writing or by electronic transmission of

an objection to receiving notice by electronic mail, or if such

notice is prohibited by subsection E of this section. A notice by

electronic mail must include a prominent legend that the

communication is an important notice regarding the corporation.

B. Without limiting the manner by which notice otherwise may be

given effectively to shareholders, but subject to subsection E of

this section, any notice to shareholders given by the corporation

under any provision of this title, the certificate of incorporation,

or the bylaws shall be effective if given by a form of electronic

transmission consented to by the shareholder to whom the notice is

given. Any such consent shall be revocable by the shareholder by

written notice or electronic transmission to the corporation. A

corporation may give a notice by electronic mail in accordance with

subsection A of this section without obtaining the consent required

by this subsection.

C. Notice given pursuant to subsection A of this section shall

be deemed given if by:

Oklahoma Statutes - Title 18. Corporations Page 403

1. Facsimile telecommunication, when directed to a number at

which the shareholder has consented to receive notice;

2. A posting on an electronic network together with separate

notice to the shareholder of the specific posting, upon the later

of:

a. the posting, and

b. the giving of the separate notice; and

3. Any other form of electronic transmission, when directed to

the shareholder.

D. Notwithstanding the provisions of this section, a notice may

not be given by an electronic transmission from and after the time

that:

1. The corporation is unable to deliver by electronic

transmission two consecutive notices given by the corporation; and

2. The inability becomes known to the secretary or assistant

secretary of the corporation or to the transfer agent, or other

person responsible for the giving of notice; provided, however, the

inadvertent failure to discover such inability shall not invalidate

any meeting or other action.

E. 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 by a form of electronic transmission shall, in

the absence of fraud, be prima facie evidence of the facts stated

therein.

F. For purposes of the Oklahoma General Corporation Act:

1. “Electronic mail” means an electronic transmission directed

to a unique electronic mail address. Electronic mail shall be

deemed to include any files attached thereto and any information

hyperlinked to a website if such electronic mail includes the

contact information of an officer or agent of the corporation who is

available to assist with accessing such files and information;

2. “Electronic mail address” means a destination, commonly

expressed as a string of characters, consisting of a unique user

name or mailbox, commonly referred to as the local part of the

address, and a reference to an internet domain, commonly referred to

as the domain part of the address, whether or not displayed, to

which electronic mail can be sent or delivered; and

3. “Electronic transmission” means any form of communication,

not directly involving the physical transmission of paper including

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

databases including one or more distributed electronic networks or

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

reviewed by a recipient thereof, and that may be directly reproduced

in paper form by such a recipient through an automated process.

G. No provision of this section, except for paragraph 1 of

subsection A or paragraphs 1 and 2 of subsection D of this section,

shall apply to Sections 1045, 1111, 1119, or 1123 of this title.

Oklahoma Statutes - Title 18. Corporations Page 404
Okla. Stat. tit. 18, § 18-1112 — OK Code / Title 18 / Section 18-1112
Sale of Perishable or Deteriorating Property
Status: in_force

SALE OF PERISHABLE OR DETERIORATING PROPERTY

Whenever the property of a corporation is at the time of the

appointment of a receiver or trustee encumbered with liens of any

character, and the validity, extent or legality of any lien is

disputed or brought in question, and the property of the corporation

is of a character which will deteriorate in value pending the

litigation respecting the lien, the district court may order the

receiver or trustee to sell the property of the corporation, clear

of all encumbrances, at public or private sale, for the best price

that can be obtained therefor, and pay the net proceeds arising from

the sale thereof after deducting the costs of the sale into the

district court, there to remain subject to the order of the district

court, and to be disposed of as the district court shall direct.
Okla. Stat. tit. 18, § 18-1058 — OK Code / Title 18 / Section 18-1058
Fixing date for determination of shareholders of record
Status: in_force

FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD

A. In order that the corporation may determine the shareholders

entitled to notice of or to vote at any meeting of shareholders or

any adjournment thereof, the board of directors may fix a record

date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the board of

directors, and which record date shall not be more than sixty (60)

nor less than ten (10) days before the date of such meeting. If the

board of directors so fixes a date, such date shall also be the

record date for determining the shareholders entitled to vote at

such meeting unless the board of directors determines, at the time

it fixes such record date, that a later date on or before the date

of the meeting shall be the date for making such determination. If

no record date is fixed by the board of directors, the record date

for determining shareholders entitled to notice of or to vote at a

meeting of shareholders shall be at the close of business on the day

next preceding the day on which notice is given, or, if notice is

waived, at the close of business on the day next preceding the day

on which the meeting is held. A determination of shareholders of

record entitled to notice of or to vote at a meeting of shareholders

shall apply to any adjournment of the meeting; provided, however,

that the board of directors may fix a new record date for the

adjourned meeting and in such case shall also fix as the record date

for shareholders entitled to notice of such adjourned meeting the

same or an earlier date as that fixed for determination of

shareholders entitled to vote in accordance with the foregoing

provisions of this section at the adjourned meeting.

B. In order that the corporation may determine the shareholders

entitled to consent to corporate action without a meeting in

accordance with Section 1073 of this title, the board of directors

may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted by the

board of directors, and which date shall not be more than ten (10)

Oklahoma Statutes - Title 18. Corporations Page 381

days after the date upon which the resolution fixing the record date

is adopted by the board of directors. If no record date has been

fixed by the board of directors, the record date for determining

shareholders entitled to consent to corporate action without a

meeting, when no prior action by the board of directors is required

by the Oklahoma General Corporation Act, shall be the first date on

which a signed consent setting forth the action taken or proposed to

be taken is delivered to the corporation in accordance with

subsection D of Section 1073 of this title. If no record date has

been fixed by the board of directors and prior action by the board

of directors is required by the Oklahoma General Corporation Act,

the record date for determining shareholders entitled to consent to

corporate action in writing without a meeting shall be at the close

of business on the day on which the board of directors adopts the

resolution taking such prior action.

C. In order that the corporation may determine the shareholders

entitled to receive payment of any dividend or other distribution or

allotment of any rights or the shareholders entitled to exercise any

rights in respect of any change, conversion or exchange of stock, or

for the purpose of any other lawful action, the board of directors

may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted, and

which record date shall be not more than sixty (60) days prior to

such action. If no record date is fixed, the record date for

determining shareholders for any such purpose shall be at the close

of business on the day on which the board of directors adopts the

resolution relating thereto.
Okla. Stat. tit. 18, § 18-905 — OK Code / Title 18 / Section 18-905
Limitation on amount of capital stock acquired by member -
Status: in_force

Minimum capital stock.

(1) Notwithstanding any other provision of law, any person,

corporation, public utility, financial institution, or labor union,

may acquire, hold, sell, assign, transfer, mortgage, pledge, or

otherwise dispose of any bonds, notes, debentures, securities, or

other evidences of indebtedness, or the shares of capital stock of a

corporation created hereunder; provided that the amount of capital

stock which may be acquired by any member of such corporation shall

not exceed ten percent (10%) of the loan limit of such member.

Oklahoma Statutes - Title 18. Corporations Page 286

(2) The capital stock of any such corporation shall be not less

than Two Hundred Fifty Thousand Dollars ($250,000.00) to be

evidenced by two thousand five hundred (2,500) shares, having a par

value of One Hundred Dollars ($100.00) each, at least ten percent

(10%) of the capital stock of any such corporation shall be paid

into the treasury before it is authorized to transact any business

other than such as relates to its organization.
Okla. Stat. tit. 18, § 18-438.27 — OK Code / Title 18 / Section 18-438.27
Safety standards
Status: in_force

Construction of communication lines and facilities by a

cooperative shall, as a minimum requirement, comply with the

standards of the National Electrical Safety Code in effect at the

time of such construction, and shall be in such manner and according

to such specifications as will avoid interference with or hazards to

existing communication lines, facilities or systems.
Okla. Stat. tit. 18, § 18-381.14 — OK Code / Title 18 / Section 18-381.14
Limitation of liability
Status: in_force

The State Banking Commissioner, or any member of his staff

including any member of the Savings and Loan Advisory Council, shall

not be liable in any civil action for damages for any act done or

omitted in good faith in performing the functions of his office.
Okla. Stat. tit. 18, § 18-2067 — OK Code / Title 18 / Section 18-2067
Accomplishment by other means
Status: in_force

ACCOMPLISHMENT BY OTHER MEANS.

The provisions of this act shall not be construed to limit the

accomplishment by any other means permitted by law of the formation

or operation of a limited liability company that is formed or

operated for a public benefit including a limited liability company

that is designated as a public benefit limited liability company,

that is not a public benefit limited liability company.
Okla. Stat. tit. 18, § 18-553.2 — OK Code / Title 18 / Section 18-553.2
Solicitations by regulated organizations not prohibited
Status: in_force

Provided that nothing in this act shall be construed to prohibit

solicitations or other activity by any organization whose activities

are regulated by any law or laws of the federal government or any

professional organization of the State of Oklahoma.
Okla. Stat. tit. 18, § 18-441-117 — OK Code / Title 18 / Section 18-441-117
Designated office and agent for service of process
Status: in_force

DESIGNATED OFFICE AND AGENT FOR SERVICE OF PROCESS.

(a) A limited cooperative association, or a foreign cooperative

that has a certificate of authority under Section 125 of this act,

shall designate and continuously maintain in this state:

(1) An office, as its designated office, which need not be a

place of the association’s or foreign cooperative’s activity in this

state; and

(2) An agent for service of process at the designated office.

(b) An agent for service of process of a limited cooperative

association or foreign cooperative must be an individual who is a

resident of this state or an entity that is authorized to do

business in this state.
Okla. Stat. tit. 18, § 18-808 — OK Code / Title 18 / Section 18-808
Office
Status: in_force

The principal office of the professional business entity shall

be designated by street address in the formation or qualification

instrument and shall not be changed without amendment of the

formation or qualification instrument.
Okla. Stat. tit. 18, § 18-381.53d — OK Code / Title 18 / Section 18-381.53d
Proceeds from assessment - Disposition
Status: in_force

The proceeds from any assessment, less the cost of any sales and

any forfeiture of delinquent stock, shall be credited to the

contingent reserve account.
Okla. Stat. tit. 18, § 18-902 — OK Code / Title 18 / Section 18-902
Definitions
Status: in_force

As used in this act, unless a different meaning is required by

the context, the following words and phrases shall have the

following meanings:

(1) "Corporation" means the Oklahoma Business Development

Corporation created under the provisions of this act.

(2) "Financial institution" means any bank, trust company,

savings and loan association, insurance company, or other

institution engaged in lending or investing funds.

(3) "Member" means any financial institution which shall

undertake to lend money to a corporation created under the

provisions of this act.

(4) "Board of directors" means the board of directors of a

corporation created under this act.

(5) "Loan limit" for any member means the maximum amount

permitted to be outstanding at one time on loans made by such member

to a corporation as determined under the provisions of this act.

Oklahoma Statutes - Title 18. Corporations Page 284

(6) "Shareholder" means the holder of record of shares in the

corporation.
Okla. Stat. tit. 18, § 18-381.74 — OK Code / Title 18 / Section 18-381.74
Taking possession by Commissioner
Status: in_force

A. Except as otherwise provided in this act, the State Banking

Commissioner may take possession of a state-chartered savings and

loan association, if the Commissioner determines that:

Oklahoma Statutes - Title 18. Corporations Page 86

1. The business of the association is being conducted in an

unlawful or unsound manner;

2. The association does not have funds available to pay all

withdrawals of savings deposits when due or is otherwise unable to

continue normal operations;

3. The examination of the association has been obstructed or

impeded; or

4. The association is operating in violation of provisions of

this act despite written notice to discontinue such violation.

B. 1. The Commissioner may take possession of any state-

chartered savings association by posting upon the premises of such

association a notice reciting that possession is being assumed

pursuant to the provisions of this section and stating when

possession shall be deemed effective. Possession may become

effective no earlier than the posting of the notice. A copy of the

notice shall be filed in the district court of the county where the

association is located. The Commissioner shall notify, if

applicable, the appropriate district offices of the Director of the

Office of Thrift Supervision and the Federal Deposit Insurance

Corporation of taking possession of the association.

2. a. Once possession is effective the Commissioner shall be

vested with the full and exclusive power of management

and control, including the power to:

(1) continue or discontinue the business of the

association,

(2) stop or limit the payment of the obligations of

the association,

(3) employ any necessary assistants, including legal

counsel,

(4) execute any instrument in the name of the

association as Commissioner in charge of

liquidation,

(5) commence, defend or conduct in the name of the

association any action or proceeding to which it

may be a party,

(6) enforce the liabilities of stockholders, officers

and directors of the association,

(7) terminate possession by restoring the assets of

the association to its board of directors, and

(8) reorganize or liquidate the association in

accordance with this act.

b. As soon as practicable after taking possession the

Commissioner shall make an inventory of the assets of

the association and file a copy thereof with the

district court where the notice of possession was

filed.

Oklahoma Statutes - Title 18. Corporations Page 87

3. While the Commissioner is in possession there shall be a

postponement of six (6) months after the effective date of

possession, of the date upon which any period of limitation fixed by

statute or agreement would otherwise expire on a claim or right of

action of the association, or upon which a review must be taken or a

pleading or other document must be filed by the association in any

pending action or proceeding.

4. a. The Commissioner, within two (2) days after taking

possession of a stock association, shall call a

special meeting of the stockholders to allow the

stockholders to retain the incumbent board of

directors or to elect a newly constituted board of

directors, who may represent the stockholders in the

liquidation proceedings and observe, assist and

protect the interests of the stockholders.

b. The board of directors of the association is

authorized to bring all necessary legal actions for

and on behalf of the stockholders and to pay

attorney's fees in a reasonable amount, if such action

benefits the liquidating account of the failed

association.

c. The board of directors, as authorized by the

stockholders, shall represent the stockholders in the

district court in which the notice of possession was

filed by the Commissioner, as to all matters affecting

the association.

5. The association shall continue to exist as a body corporate

for all purposes, except for the purpose of continuing the business

for which the association was organized, and may function to assist

the Commissioner or to protect the stockholders' interests in the

assets of the liquidating account.

C. 1. If the Commissioner determines that an emergency exists

which may result in serious losses to the depositors of an

association, he may take possession of the association without a

prior hearing. Within ten (10) days after the Commissioner has

taken possession any interested person may appeal such action

pursuant to the provisions of Section 207 of Title 6 of the Oklahoma

Statutes.

2. If the Commissioner determines that liquidation of the

association is warranted, notice of such determination shall be

given to such directors, stockholders, depositors and creditors of

the association as the Commissioner may prescribe. The notice shall

be by restricted delivery to the directors and stockholders at their

last-known address as shown on the records of the association, and

notice to the depositors and creditors shall be published in a

newspaper of general circulation in the county where the main office

of such association is located. Any objection to such determination

Oklahoma Statutes - Title 18. Corporations Page 88

by a person directly affected thereby shall be appealed pursuant to

the provisions of Section 207 of Title 6 of the Oklahoma Statutes.

Unless within ten (10) days after the date of publication an order

is issued staying the liquidation or unless the Commissioner tenders

to the Federal Deposit Insurance Corporation the appointment as

liquidator pursuant to Section 381.77 of this title, the

Commissioner shall liquidate the association after providing a bond

executed by a surety company authorized to do business in this

state, for the benefit of the people of this state, for the faithful

discharge of the duties of the Commissioner in connection with such

liquidation and the accounting for all monies coming into the

possession of the Commissioner. The cost of such bond shall be paid

from the assets of the association. Suit may be maintained on such

bond by any person injured by a breach of the conditions thereof.

3. After the Commissioner takes possession of an association

pursuant to the provisions of this section, the stockholders thereof

may repair its credit, restore or substitute its reserves, and

otherwise improve its condition so that it is qualified to do a

general savings and loan business as provided for by law. Such

association shall not reopen its business until the Commissioner

issues written permission therefor after an investigation of the

affairs of the association and a determination that the board of

directors of the association has complied with all applicable laws,

that the association's credit and funds are in all respects

repaired, and its reserves restored or sufficiently substituted, and

that it again should be permitted to reopen for business. Written

permission to reopen to do a general savings and loan business shall

be issued in the same manner as is provided by law for granting

permission to do business after incorporation.

4. If the Commissioner determines that reorganization of the

association is warranted or if the Supreme Court, after staying the

liquidation of the association, orders such reorganization, the

Commissioner, after according a hearing to all interested persons,

shall enter an order proposing a reorganization plan. A copy of the

plan shall be sent to each depositor and creditor who will not

receive full payment of their claim under the plan, together with

notice that, unless the plan is disapproved, within fifteen (15)

days after the date of the mailing of the plan, in writing by

persons holding one-third (1/3) or more of the aggregate amount of

such claims, the Commissioner shall proceed to effect the

reorganization. A department, agency, or political subdivision of

this state holding a claim which will not be paid in full is

authorized to participate in the reorganization as any other

creditor.

5. a. Notwithstanding any other provision to the contrary,

the Commissioner, upon taking possession of an

association, may immediately liquidate said

Oklahoma Statutes - Title 18. Corporations Page 89

association without giving prior notice to the

directors, stockholders, depositors and creditors of

such association, if it is determined by order of the

district court where notice of possession was filed

that the immediate liquidation of the association is

necessary to protect the interests of the depositors

of the association and is otherwise in the public

interest.

b. In proceeding with the immediate liquidation of the

association, the Commissioner, in order to facilitate

the assumption of the deposit liabilities of the

closed insured association by another association, may

borrow monies from the Federal Deposit Insurance

Corporation and pledge some or all of the assets of

the closed insured association as security for such

borrowing or may sell some or all of the assets of the

closed insured association to the Federal Deposit

Insurance Corporation.

6. Once the Commissioner takes possession of an association for

purposes of liquidation, neither the ten-day periods provided by

subsection C of this section nor the pendency of any proceeding for

review of the action of the Commissioner shall operate to defer,

delay, impede or prevent the payment by the Federal Deposit

Insurance Corporation of the insured deposits of an insured

association.

7. The Commissioner shall make available to the Federal Deposit

Insurance Corporation such facilities in or of an insured

association and such books, records and other relevant data of the

insured association as may be necessary or appropriate to enable the

Federal Deposit Insurance Corporation to pay the insured deposits in

the insured association as provided in this subsection. The Federal

Deposit Insurance Corporation, its directors, officers, agents, and

employees, and the Commissioner, and the agents and employees of the

Commissioner, shall be free from any liability to the insured

association, its directors, stockholders, and creditors, for any

action relating to the payment of insured deposits.

D. No judgment, lien, or attachment shall be executed upon any

asset of the association while it is in the possession of the

Commissioner. The Commissioner, in connection with a liquidation or

reorganization may:

1. Vacate and void any lien or attachment, other than an

attorney's or mechanic's lien, obtained upon any asset of the

association during the Commissioner's possession or within four (4)

months prior to commencement thereof, except liens created by the

Commissioner while in possession; and

Oklahoma Statutes - Title 18. Corporations Page 90

2. Void any transfer of an asset of the association made after

or in contemplation of its insolvency with intent to effect a

preference.

E. The Commissioner may borrow money in the name of the

association and may pledge its assets as security for a loan.

F. All necessary and reasonable expenses of the Commissioner

relating to the possession of an association and of its

reorganization or liquidation shall be defrayed from the assets of

the association. Compensation to liquidating agents and employees

shall not be in excess of amounts which such individuals would be

entitled to in their regular employment or for like services

rendered within the area of the insolvent association, and in no

event shall a liquidating agent be paid a monthly salary or wage

from the assets of the association in excess of the amount of the

monthly salary of the highest paid official of the insolvent

association. Any attorney's fee allowed to an attorney representing

the liquidating agent shall not exceed the reasonable amount charged

by other attorneys of similar competence for like services in

regular employment of an attorney in the area of the association.
Okla. Stat. tit. 18, § 18-1118 — OK Code / Title 18 / Section 18-1118
Proceedings under Federal Bankruptcy Code; Effectuation
Status: in_force

PROCEEDINGS UNDER THE FEDERAL

BANKRUPTCY CODE; EFFECTUATION

A. Any domestic corporation, an order for relief with respect

to which has been entered under the Federal Bankruptcy Code, 11

U.S.C., Section 101 et seq., or any successor statute, may put into

effect and carry out any decrees and orders of the court or judge in

the bankruptcy proceeding and may take any corporate action provided

or directed by such decrees and orders, without further action by

its directors or shareholders. Such power and authority may be

exercised, and such corporate action may be taken, as may be

directed by such decrees or orders, by the trustee or trustees of

such corporation appointed or elected in the bankruptcy proceedings,

Oklahoma Statutes - Title 18. Corporations Page 491

or a majority thereof, or if none be appointed or elected and

acting, by designated officers of the corporation, or by a

representative appointed by the court or judge, with like effect as

if exercised and taken by unanimous action of the directors and

shareholders of the corporation.

B. Such corporation, in the manner provided for in subsection A

of this section, but without limiting the generality or effect of

the foregoing, may alter, amend, or repeal its bylaws; constitute or

reconstitute and classify or reclassify its board of directors, and

name, constitute or appoint directors and officers in place of or in

addition to all or some of the directors or officers then in office;

amend its certificate of incorporation, and make any change in its

capital or capital stock, or any other amendment, change, or

alteration, or provision, authorized by the provisions of this act;

be dissolved, transfer all or part of its assets, merge, consolidate

or convert as permitted by the provisions of this act, in which

case, however, no shareholder shall have any statutory right of

appraisal of his stock; change the location of its registered

office, change its registered agent, and remove or appoint any agent

to receive service of process; authorize and fix the terms, manner

and conditions of, the issuance of bonds, debentures or other

obligations, whether or not convertible into stock of any class, or

bearing warrants or other evidences of optional rights to purchase

or subscribe for stock of any class; or lease its property and

franchises to any corporation, if permitted by law.

C. A certificate of any amendment, change or alteration, or of

dissolution, or any agreement of merger, consolidation or conversion

made by such corporation pursuant to the provisions of this section,

shall be filed with the Secretary of State in accordance with the

provisions of Section 1007 of this title, and, subject to the

provisions of subsection D of Section 1007 of this title, shall

thereupon become effective in accordance with its terms and the

provisions of this section. Such certificate, agreement of merger

or other instrument shall be made, executed and acknowledged, as may

be directed by such decrees or orders, by the trustee or trustees

appointed or elected in the reorganization or debtor in possession

in the bankruptcy proceedings, or a majority thereof, or, if none be

appointed or elected and acting, by the officers of the corporation,

or by a representative appointed by the court or judge, and shall

certify that provision for the making of such certificate, agreement

or instrument is contained in a decree or order of a court or judge

having jurisdiction of a proceeding under such Federal Bankruptcy

Code or successor statute.

D. The provisions of this section shall cease to apply to such

corporation upon the entry of a final decree in the bankruptcy

proceedings closing the case and discharging the trustee or

trustees, if any; provided, however, that the closing of a case and

Oklahoma Statutes - Title 18. Corporations Page 492

discharge of trustee or trustees, if any, will not affect the

validity of any act previously performed under subsections A through

C of this section.

E. On filing any certificate, agreement, report or other paper

made or executed pursuant to this section, there shall be paid to

the Secretary of State, for the use of the state, the same fees as

are payable by corporations not in bankruptcy proceedings upon the

filing of like certificates, agreements, reports or other papers.
Okla. Stat. tit. 18, § 18-1147 — OK Code / Title 18 / Section 18-1147
Interested shares - Definition
Status: in_force

INTERESTED SHARES; DEFINITION

As used in Sections 1145 through 1155 of this title "interested

shares" means the shares of an issuing public corporation in respect

of which any of the following persons may exercise or direct the

exercise, as of the applicable record date, of the voting power of

the corporation in the election of directors other than solely by

the authority of a revocable proxy:

1. The acquiring person;

2. Any officer of the issuing public corporation; or

3. Any employee of the issuing public corporation who is also a

director of the corporation.
Okla. Stat. tit. 18, § 18-1132 — OK Code / Title 18 / Section 18-1132
Exceptions to Requirements
Status: in_force

EXCEPTIONS TO REQUIREMENTS

A. No foreign corporation shall be required to comply with the

provisions of Sections 130 and 131 of this act, if:

1. it is the mail order or a similar business, merely receiving

orders by mail or otherwise in pursuance of letters, circulars,

catalogs, or other forms of advertising, or solicitation, accepting

the orders outside this state, and filing them with goods shipped

into this state; or

2. it employs salesmen, either resident or traveling, to

solicit orders in this state, either by display of samples or

otherwise, whether or not maintaining sales offices in this state,

all orders being subject to approval at the offices of the

corporation without this state, and all goods applicable to the

orders being shipped in pursuance thereof from without this state to

the vendee or to the seller or his agent for delivery to the vendee,

and if any samples kept within this state are for display or

advertising purposes only, and no sales, repairs, or replacements

are made from stock on hand in this state; or

3. it sells, by contract consummated outside this state, and

agrees by the contract, to deliver into this state, machinery,

plants or equipment, the construction, erection or installation of

which within this state requires the supervision of technical

engineers or skilled employees performing services not generally

available, and as a part of the contract of sale agrees to furnish

such services, and such services only, to the vendee at the time of

construction, erection or installation; or

4. its business operations within this state are wholly

interstate in character; or

5. it is an insurance company doing business in this state; or6. it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property; or

7. it secures or collects debts or enforces any rights in

property securing the same.

B. The provisions of this section shall have no application to

the question of whether any foreign corporation is:

Oklahoma Statutes - Title 18. Corporations Page 505

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

pursuant to the provisions of Section 136 of this act or any other

law of this state; or

2. subject to the taxation laws of this state.
Okla. Stat. tit. 18, § 18-564.1 — OK Code / Title 18 / Section 18-564.1
Extinct church, religious corporation, etc. -
Status: in_force

Preservation and protection of property.

The property, both real and personal, belonging to or held in

trust by or for any church, religious corporation, association,

organization, or society, that has or shall become extinct, or that

has or shall cease to function and use its property, shall be

preserved and protected from waste and dilapidation.
Okla. Stat. tit. 18, § 18-2055 — OK Code / Title 18 / Section 18-2055
Fees
Status: in_force

The Secretary of State shall charge and collect the following

fees:

1. For filing the original articles of organization, a fee of

One Hundred Dollars ($100.00);

2. For filing restated articles of organization, including

amended and restated articles of organization, a fee of Fifty

Dollars ($50.00);

3. For filing articles of correction, amendment, merger or

consolidation, registered series, conversion, or division and

issuing a certificate of correction, amendment, merger or

consolidation, registered series, conversion, or division, a fee of

One Hundred Dollars ($100.00);

4. For filing articles of dissolution and issuing a certificate

of cancellation, a fee of Fifty Dollars ($50.00);

5. For filing a certificate of correction of statements in an

application for registration of a foreign limited liability company,

a fee of One Hundred Dollars ($100.00);

6. For issuing a certificate for any purpose whatsoever, a fee

of Ten Dollars ($10.00);

Oklahoma Statutes - Title 18. Corporations Page 614

7. For filing an application for reservation of a name, or for

filing a notice of the transfer or cancellation of any name

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

8. For filing a statement of change of address of the principal

office or change of resident agent, or both, a fee of Twenty-five

Dollars ($25.00);

9. For filing a change of address for an individual,

corporation, limited liability company or limited partnership

designated by a limited liability company as its registered agent

for service of process, for change of name of registered agent or

for the resignation of a registered agent, a fee of Twenty-five

Dollars ($25.00) for the first forty corporations and Five Dollars

($5.00) for each additional corporation within any bulk filing;

10. For filing an application for registration as a foreign

limited liability company, a fee of Three Hundred Dollars ($300.00);

11. For filing an application of withdrawal as provided in

Section 2047 of this title, a fee of One Hundred Dollars ($100.00);

12. For any service of notice, demand, or process upon the

Secretary of State as resident agent of a limited liability company

or registered series, a fee of Twenty-five Dollars ($25.00), which

amount may be recovered as taxable costs by the party to be sued,

action, or proceeding causing such service to be made if such party

prevails therein; and

13. For acting as the registered agent of a limited liability

company or registered series, a fee of Forty Dollars ($40.00) shall

be paid on July 1 each year to the Office of the Secretary of State.

All fees shall be properly accounted for and shall be paid into

the State Treasury monthly. All fees received by the Secretary of

State pursuant to the provisions of this section shall be paid to

the credit of the Revolving Fund for the Office of the Secretary of

State created pursuant to Section 276.1 of Title 62 of the Oklahoma

Statutes.
Okla. Stat. tit. 18, § 18-2013 — OK Code / Title 18 / Section 18-2013
Managers - Qualifications - Powers
Status: in_force

A. Except as otherwise provided in the articles of

organization, operating agreement, or this act, a limited liability

company shall be managed by or under the authority of one or more

managers who may but need not be members.

B. The articles of organization or operating agreement may

prescribe qualifications for managers.

C. The number of managers shall be specified in or fixed in

accordance with the articles of organization or operating agreement.

D. The articles of organization or operating agreement of a

limited liability company may authorize the manager or managers of

Oklahoma Statutes - Title 18. Corporations Page 550

the limited liability company to adopt, amend, and repeal bylaws, or

regulations, not inconsistent with the articles of organization and

the operating agreement, to govern the affairs of the limited

liability company. Unless otherwise provided in the articles of

organization, operating agreement or enabling resolutions, bylaws,

or regulations from the managers shall be considered a part of the

operating agreement.
Okla. Stat. tit. 18, § 18-441-805 — OK Code / Title 18 / Section 18-441-805
Term of director
Status: in_force

TERM OF DIRECTOR.

(a) Unless the organic rules otherwise provide, and subject to

subsections (c) and (d) of this section and subsection (c) of

Section 31 of this act, the term of a director expires at the annual

members meeting following the director’s election or appointment.

The term of a director may not exceed three (3) years.

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

be reelected.

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

section, a director continues to serve until a successor director is

elected or appointed and qualifies or the director is removed,

resigns, is adjudged incompetent, or dies.

(d) Unless the organic rules otherwise provide, a director does

not serve the remainder of the director’s term if the director

ceases to qualify to be a director.
Okla. Stat. tit. 18, § 18-441-812 — OK Code / Title 18 / Section 18-441-812
Action without meeting
Status: in_force

ACTION WITHOUT MEETING.

(a) Unless prohibited by the organic rules, any action that may

be taken by a board of directors may be taken without a meeting if

each director consents in a record to the action.

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

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

cooperative association receives consent from all directors.

(c) A record of consent for any action under subsection (a) of

this section may specify the effective date or time of the action.
Okla. Stat. tit. 18, § 18-1048 — OK Code / Title 18 / Section 18-1048
Situs of Ownership of Stock
Status: in_force

SITUS OF OWNERSHIP OF STOCK

For all purposes of title, action, attachment, garnishment and

jurisdiction of all courts held in this state, but not for the

purpose of taxation, the situs of the ownership of the capital stock

of all corporations existing under the laws of this state, whether

organized in accordance with the provisions of the Oklahoma General

Corporation Act or otherwise, shall be regarded as in this state.
Okla. Stat. tit. 18, § 18-2041 — OK Code / Title 18 / Section 18-2041
Articles of dissolution
Status: in_force

After the dissolution of the limited liability company, pursuant

to Section 2037 of this title, the limited liability company shall

file articles of dissolution in the Office of the Secretary of State

upon payment of the filing fee required by Section 2055 of this

title, the articles of dissolution shall set forth:

1. The name of the limited liability company;

2. The date of filing of its articles of organization;

3. The reason for filing the articles of dissolution;

4. The effective date of the articles of dissolution if they

are not to be effective upon the filing; and

5. Any other information the members or managers filing the

certificate determine.

Oklahoma Statutes - Title 18. Corporations Page 569
Okla. Stat. tit. 18, § 18-490 — OK Code / Title 18 / Section 18-490
Cancellation of bond - Grounds - Notice
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 239

Where any surety company bond is required to be executed by any

county, district, or state officer or his deputy or by any county

employee who has in his custody any money or property belonging to

the county for the purposes of his employment, whether said bond is

required by law or by the board of county commissioners or by the

principal officer, such surety or sureties may, if they deem

themselves unsafe or insecure, upon thirty (30) days written notice

given to the Secretary of State as to state and district officers

and as to county officers the board of county commissioners,

withdraw and cancel their obligations as surety or sureties on said

bond; provided that such cancellation shall not relieve the surety

company from any liability previously incurred, and said pro rata

share of the unearned premium shall be returned.
Okla. Stat. tit. 18, § 18-802 — OK Code / Title 18 / Section 18-802
Statutory policy
Status: in_force

This act shall be so construed as to effectuate its general

purpose of making available to professional persons the benefits of

Oklahoma Statutes - Title 18. Corporations Page 270

the corporate form for the business aspects of their practices while

preserving the established professional aspects of the personal

relationship between the professional person and those he serves.
Okla. Stat. tit. 18, § 18-1035 — OK Code / Title 18 / Section 18-1035
Determination of amount of capital - Capital, surplus and
Status: in_force

net assets defined.

DETERMINATION OF AMOUNT OF CAPITAL; CAPITAL,

Oklahoma Statutes - Title 18. Corporations Page 352

SURPLUS AND NET ASSETS DEFINED

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

determine that only a part of the consideration which shall be

received by the corporation for any of the shares of its capital

stock which it shall issue from time to time shall be capital; but,

in case any of the shares issued shall be shares having a par value,

the amount of the part of such consideration so determined to be

capital shall be in excess of the aggregate par value of the shares

issued for such consideration having a par value, unless all the

shares issued shall be shares having a par value, in which case the

amount of the part of such consideration so determined to be capital

need be only equal to the aggregate par value of such shares. In

each such case the board of directors shall specify in dollars the

part of such consideration which shall be capital. If the board of

directors shall not have determined, at the time of issue of any

shares of the capital stock of the corporation issued for cash or

within sixty (60) days after the issue of any shares of the capital

stock of the corporation issued for consideration other than cash,

what part of the consideration for such shares shall be capital, the

capital of the corporation in respect of such shares shall be an

amount equal to the aggregate par value of such shares having a par

value, plus the amount of the consideration for such shares without

par value. The amount of the consideration so determined to be

capital in respect of any shares without par value shall be the

stated capital of such shares. The capital of the corporation may

be increased from time to time by resolution of the board of

directors directing that a portion of the net assets of the

corporation in excess of the amount so determined to be capital be

transferred to the capital account. The board of directors may

direct that the portion of such net assets so transferred shall be

treated as capital in respect of any shares of the corporation of

any designated class or classes. The excess, if any, at any given

time, of the net assets of the corporation over the amount so

determined to be capital shall be surplus. "Net assets" means the

amount by which total assets exceed total liabilities. Capital and

surplus are not liabilities for this purpose. Notwithstanding

anything in this section to the contrary, for purposes of this

section and Sections 1041 and 1049 of this title, the capital of any

nonstock corporation shall be deemed to be zero.
Okla. Stat. tit. 18, § 18-381.38 — OK Code / Title 18 / Section 18-381.38
Classification of deposit accounts
Status: in_force

Any association may classify its deposit accounts according to

the character, amount or duration thereof, or regularity of

additions thereto, and may pay additional or higher rates of

earnings on accounts based on such classifications than is paid on

regular deposit accounts, provided that any such higher rate, or

bonus, to be paid on any class of accounts shall not exceed the

limitations prescribed by the State Banking Commissioner or by

applicable federal regulations. A mutual association may also

classify its accounts according to type of account, such as full

paid, single payment, installment, optional installment, bonus or

other types of accounts designated by the bylaws and permitted by

the Commissioner.
Okla. Stat. tit. 18, § 18-1078 — OK Code / Title 18 / Section 18-1078
Retirement of stock
Status: in_force

RETIREMENT OF STOCK

A. A corporation, by resolution of its board of directors, may

retire any shares of its capital stock that are issued but are not

outstanding.

B. Whenever any shares of the capital stock of a corporation

are retired, they shall resume the status of authorized and unissued

shares of the class or series to which they belong unless the

certificate of incorporation otherwise provides. If the certificate

of incorporation prohibits the reissuance of such shares, or

prohibits the reissuance of such shares as a part of a specific

series only, a certificate stating that reissuance of the shares, as

part of the class or series, is prohibited identifying the shares

and reciting their retirement shall be executed, acknowledged and

filed and shall become effective in accordance with the provisions

of Section 1007 of this title. When such certificate becomes

effective, it shall have the effect of amending the certificate of

incorporation so as to reduce accordingly the number of authorized

shares of the class or series to which such shares belong or, if

such retired shares constitute all of the authorized shares of the

class or series to which they belong, of eliminating from the

Oklahoma Statutes - Title 18. Corporations Page 409

certificate of incorporation all reference to such class or series

of stock.

C. If the capital of the corporation will be reduced by or in

connection with the retirement of shares, the reduction of capital

shall be effected pursuant to the provisions of Section 1079 of this

title.
Okla. Stat. tit. 18, § 18-437.2 — OK Code / Title 18 / Section 18-437.2
Powers
Status: in_force

A cooperative shall have power:

(a) To sue and be sued, in its corporate name;

(b) To have a perpetual existence unless a limited period of

duration is stated in its charter;

(c) To adopt a corporate seal and alter the same at pleasure;

(d) To generate, manufacture, purchase, acquire, accumulate and

transmit electric energy, and to distribute, sell, supply and

dispose of electric energy in rural areas to its members, to

governmental agencies and political subdivisions, and to other

persons not in excess of ten percent (10%) of the number of its

members;

(e) To make loans to persons to whom electric energy is or will

be supplied by the cooperative for the purpose of, and otherwise to

assist such persons in wiring their premises and installing therein

electric and plumbing fixtures, appliances, apparatus and equipment

of any and all kinds of character, and to accept and otherwise

acquire, and to sell, assign, transfer, endorse, pledge, hypothecate

and otherwise dispose of notes, bonds, and other evidences of

indebtedness and any and all types of security therefor;

(f) To make loans to persons to whom electric energy is or will

be supplied by the cooperative for the purpose of, and otherwise to

assist such persons in constructing, maintaining and operating

electric refrigeration plants;

(g) To become a member in one or more other cooperatives or

corporations or to own stock therein;

(h) To construct, purchase, take, receive, lease as lessee, or

otherwise acquire, and to own, hold, use, equip, maintain, and

operate and to sell, assign, transfer, convey, exchange, lease as

lessor, mortgage, pledge, or otherwise dispose of or encumber,

electric transmission and distribution lines or systems, electric

generating plants, electric refrigeration plants, lands, buildings,

structures, dams, plants, and equipment, and any and all kinds and

classes of real or personal property whatsoever, which shall be

deemed necessary, convenient or appropriate to accomplish the

purpose for which the cooperative is organized; provided, that any

Oklahoma Statutes - Title 18. Corporations Page 107

and all such electrical construction and maintenance shall conform

to the requirements and regulations of the National Electrical

Safety Code;

(i) To purchase or otherwise acquire, and to own, hold, use and

exercise and to sell, assign, transfer, convey, mortgage, pledge,

hypothecate, or otherwise dispose of or encumber, franchises,

rights, privileges, licenses, rights-of-way and easements;

(j) To borrow money and otherwise contract indebtedness therefor

and to secure the payment thereof by mortgage, pledge, deed or

trust, or any other encumbrance upon any or all of its then owned or

after acquired real or personal property, assets, franchises,

revenues or income;

(k) To construct, maintain and operate electric transmission and

distribution lines along, upon, under and across all public

thoroughfares, including without limitation, all roads, highways,

streets, alleys and bridges, and upon, under and across all publicly

owned lands, subject, however, to the requirements in respect of the

use of such thoroughfares and lands that are imposed by the

respective authorities having jurisdiction thereof upon

corporations, constructing or operating electric transmission and

distribution lines or systems; provided that in case an area has

been or shall be included, as a result of incorporation, annexation,

population growth, or otherwise, within the boundaries of a city,

town or village, a cooperative which was furnishing electric energy,

or was constructing or operating electric facilities, in such area,

prior to such inclusion, shall be entitled to construct, maintain

and operate electric transmission and distribution lines and related

facilities along, upon, under and across all existing and future

public thoroughfares, and to continue and extend the furnishing of

electric energy or the construction and operation of electric

facilities in such area without obtaining the consent, franchise,

license, permit or other authority of such city, town or village,

subject, however, to compliance with the lawful safety requirements

of such city, town or village as to the manner of constructing and

maintaining facilities on such thoroughfares, and subject to payment

of taxes of such city, town or village that may be levied and

assessed as provided in Section 1201 of Title 68 of the Oklahoma

Statutes; and provided further that if such city, town or village in

which an area has been or shall be included, as aforesaid, owns and

operates a system for the furnishing of electric energy to its

inhabitants, the cooperative furnishing electric energy in such area

shall transfer to such city, town or village, upon its request, the

cooperative's electric distribution facilities used in furnishing

electric energy in said area, other than facilities used in

furnishing electric energy for resale or to premises of the

cooperative, subject, however, to the following requirement: The

city, town or village shall pay to the cooperative an amount to

Oklahoma Statutes - Title 18. Corporations Page 108

compensate the cooperative for the fair value of the cooperative's

facilities to be acquired by the city, town or village. If such

cooperative and city, town or village cannot agree upon the amount

to be paid to the cooperative, the city, town or village is

authorized to file a proceeding in the district court of the county

in which such city, town or village, or any part thereof, is

located, for the acquisition of the cooperative's electric

distribution facilities used in furnishing electric energy in said

area, other than facilities used in furnishing electric energy for

resale or to premises of the cooperative, and the procedure followed

and the method of ascertaining just compensation to be paid the

cooperative will be as provided in Article 2, Section 24, of the

Oklahoma Constitution and Sections 53 to 58, inclusive, of Title 66

of the Oklahoma Statutes.

(l) To conduct its business and exercise any or all of its

powers within or without this state;

(m) To adopt, amend and repeal bylaws; and

(n) To do and perform any and other acts and things, and to have

and exercise any and all other powers which may be necessary,

convenient or appropriate to accomplish the purpose for which the

cooperative is organized;

(o) To have and exercise the right of eminent domain in the same

manner and by like proceedings as provided for railroad corporations

under the laws of this state.

(p) To participate with, jointly own or operate or enter into

loans with any person, firm, corporation, limited liability company

or any other kind of business entity including, but not limited to,

privately owned electric utilities for the construction, operation

or maintenance of electric generation, transmission or distribution

facilities.
Okla. Stat. tit. 18, § 18-441-1210 — OK Code / Title 18 / Section 18-441-1210
Court proceeding
Status: in_force

COURT PROCEEDING.

(a) Upon application by a dissolved limited cooperative

association that has published a notice under Section 110 of this

act, the district court in the county where the association’s

principal office is located or, if the association does not have a

principal office in this state, where its designated office in this

state is located, may determine the amount and form of security to

be provided for payment of claims against the association that are

contingent, have not been made known to the association, or are

based on an event occurring after the effective date of dissolution

but that, based on the facts known to the association, are

reasonably anticipated to arise after the effective date of

dissolution.

(b) Not later than ten (10) days after filing an application

under subsection (a) of this section, a dissolved limited

cooperative association shall give notice of the proceeding to each

known claimant holding a contingent claim.

(c) The court may appoint a representative in a proceeding

brought under this section to represent all claimants whose

identities are unknown. The dissolved limited cooperative

association shall pay reasonable fees and expenses of the

representative, including all reasonable attorney and expert witness

fees.

(d) Provision by the dissolved limited cooperative association

for security in the amount and the form ordered by the court

satisfies the association’s obligations with respect to claims that

are contingent, have not been made known to the association, or are

based on an event occurring after the effective date of dissolution,

and the claims may not be enforced against a member that received a

distribution.
Okla. Stat. tit. 18, § 18-552.8 — OK Code / Title 18 / Section 18-552.8
Contracts
Status: in_force

A. All contracts entered into by a charitable organization with

a professional fundraiser or professional fundraising counsel for

charitable solicitations or fundraising services shall be in

writing. The charitable organization and the professional

fundraiser or professional fundraising counsel shall each keep and

maintain such contracts on file in their principal offices for a

period of five (5) years from the date that the contract was

executed. These contracts shall be available for inspection by the

Office of the Attorney General.

B. The contract shall clearly state:

1. The respective obligations of each party;

2. The compensation arrangement. If the compensation payable

to the professional fundraiser is based on a percentage or formula,

the contract shall state the percentage of the gross revenue derived

in connection with the solicitation that the charitable organization

will receive or other formula for payment;

3. Any goods or services to be offered to the public;

4. The geographic area where the campaign will take place;

5. In the case of a contract with a professional fundraiser,

the period of time or periods during which solicitations are to be

conducted, which may be specific periods, estimated or projected

time frames, or continuous, and which may involve different periods

for different types of solicitations by the same charitable

organization;

6. A fundraising budget, if available; and

7. Provisions for a final accounting of contributions raised

and expenses incurred.

The contract shall also describe in reasonable detail the

services to be provided by the professional fundraiser and shall

Oklahoma Statutes - Title 18. Corporations Page 250

clearly state whether the professional fundraiser may, at any time,

have custody, possession or control of any contributions.
Okla. Stat. tit. 18, § 18-441-601 — OK Code / Title 18 / Section 18-441-601
Member’s interest
Status: in_force

MEMBER’S INTEREST. A member’s interest:

(1) Is personal property;

(2) Consists of:

(A) governance rights;

(B) financial rights; and

(C) the right or obligation, if any, to do business with

the limited cooperative association; and

(3) May be in certificated or uncertificated form.
Okla. Stat. tit. 18, § 18-1021 — OK Code / Title 18 / Section 18-1021
Registered office in state - Principal office or place of
Status: in_force

business in state.

REGISTERED OFFICE IN STATE; PRINCIPAL OFFICE

OR PLACE OF BUSINESS IN STATE

A. Every corporation shall have and maintain in this state a

registered office which may, but need not be, the same as its place

of business.

B. Whenever the term "corporation's principal office or place

of business in this state" or "principal office or place of business

of the corporation in this state", or other term of like import, is

or has been used in a corporation's certificate of incorporation, or

in any other document, or in any statute, it shall be deemed to mean

and refer to, unless the context indicates otherwise, the

corporation's registered office required by this section. It shall

not be necessary for any corporation to amend its certificate of

incorporation or any other document to comply with the provisions of

this section.

Oklahoma Statutes - Title 18. Corporations Page 331

C. As contained in any certificate of incorporation or other

document filed with the Secretary of State under this title, the

address of a registered office shall include the street, number,

city, state and postal code.
Okla. Stat. tit. 18, § 18-441-1006 — OK Code / Title 18 / Section 18-441-1006
Redemption or repurchase
Status: in_force

REDEMPTION OR REPURCHASE. Property distributed to a member by a

limited cooperative association, other than money, may be redeemed

or repurchased as provided in the organic rules but a redemption or

repurchase may not be made without authorization by the board of

directors. The board may withhold authorization for any reason in

its sole discretion. A redemption or repurchase is treated as a

distribution for purposes of Section 96 of this act.
Okla. Stat. tit. 18, § 18-901 — OK Code / Title 18 / Section 18-901
Short title
Status: in_force

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

Business Development Corporation Act".
Okla. Stat. tit. 18, § 18-564.5 — OK Code / Title 18 / Section 18-564.5
Lien or reversionary interest not affected
Status: in_force

This act shall not affect or impair any valid lien or any

reversionary interest.
Okla. Stat. tit. 18, § 18-438.22 — OK Code / Title 18 / Section 18-438.22
Presentation and filing of papers with Secretary of
Status: in_force

State.

Articles of incorporation, amendment, consolidation, merger,

conversion, combined consolidation and conversion, or dissolution,

when executed and acknowledged and accompanied by such affidavits as

may be required by applicable provisions of this act, shall be

presented to the Secretary of State for filing in the records of his

office. If the Secretary of State shall find that the articles

presented conform to the requirements of this act, he shall, upon

the payment of the fees as in this act provided, file such articles

in the records of his office and upon such filing the incorporation,

amendment, consolidation, merger, conversion, combined consolidation

and conversion, or dissolution provided for therein shall be in

effect. The provisions of this section shall also apply to

certificates of election to dissolve and affidavits executed in

connection therewith pursuant to subsection (b) of Section 21 of

this act.
Okla. Stat. tit. 18, § 18-1110 — OK Code / Title 18 / Section 18-1110
Creditors' Proofs of Claims - When Barred - Notice
Status: in_force

CREDITORS' PROOFS OF CLAIMS; WHEN BARRED; NOTICE

All creditors shall make proof under oath of their respective

claims against the corporation, and cause the same to be filed in

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

within the time fixed by the order of the district court. All

creditors and claimants failing to do so, within the time limited by

the provisions of this section, or the time prescribed by the order

of the district court, by direction of the district court, may be

barred from participating in the distribution of the assets of the

corporation. The district court may also prescribe what notice, by

publication or otherwise, shall be given to the creditors of the

time fixed for the filing and making proof of claims.
Okla. Stat. tit. 18, § 18-441-1004 — OK Code / Title 18 / Section 18-441-1004
Allocations of profits and losses
Status: in_force

ALLOCATIONS OF PROFITS AND LOSSES.

(a) The organic rules may provide for allocating profits of a

limited cooperative association among members, among persons that

are not members but conduct business with the association, to an

unallocated account, or to any combination thereof. Unless the

organic rules otherwise provide, losses of the association must be

allocated in the same proportion as profits.

Oklahoma Statutes - Title 18. Corporations Page 206

(b) Unless the organic rules otherwise provide, all profits and

losses of a limited cooperative association must be allocated to

patron members.

(c) If a limited cooperative association has investor members,

the organic rules may not reduce the allocation to patron members to

less than fifty percent (50%) of profits. For purposes of this

subsection, the following rules apply:

(1) Amounts paid or due on contracts for the delivery to the

association by patron members of products, goods, or services are

not considered amounts allocated to patron members.

(2) Amounts paid, due, or allocated to investor members as a

stated fixed return on equity are not considered amounts allocated

to investor members.

(d) Unless prohibited by the organic rules, in determining the

profits for allocation under subsections (a), (b) and (c) of this

section, the board of directors may first deduct and set aside a

part of the profits to create or accumulate:

(1) An unallocated capital reserve; and

(2) Reasonable unallocated reserves for specific purposes,

including expansion and replacement of capital assets; education,

training, cooperative development; creation and distribution of

information concerning principles of cooperation; and community

responsibility.

(e) Subject to subsections (b) and (f) of this section and the

organic rules, the board of directors shall allocate the amount

remaining after any deduction or setting aside of profits for

unallocated reserves under subsection (d) of this section:

(1) To patron members in the ratio of each member’s patronage

to the total patronage of all patron members during the period for

which allocations are to be made; and

(2) To investor members, if any, in the ratio of each investor

member’s contributions to the total contributions of all investor

members.

(f) For purposes of allocation of profits and losses or

specific items of profits or losses of a limited cooperative

association to members, the organic rules may establish allocation

units or methods based on separate classes of members or, for patron

members, on class, function, division, district, department,

allocation units, pooling arrangements, members’ contributions, or

other equitable methods.
Okla. Stat. tit. 18, § 18-2057 — OK Code / Title 18 / Section 18-2057
Application of act to foreign and interstate commerce
Status: in_force

The provisions of this act shall apply to commerce with foreign

nations and among the several states only as permitted by law.
Okla. Stat. tit. 18, § 18-552.16 — OK Code / Title 18 / Section 18-552.16
Powers and duties not restricted
Status: in_force

The Oklahoma Solicitation of Charitable Contributions Act shall

not be construed to limit or to restrict the exercise of the powers

or the performance of the duties of the Attorney General or of any

district attorney of this state which they otherwise are authorized

to exercise or perform under any other provision of law.
Okla. Stat. tit. 18, § 18-441-811 — OK Code / Title 18 / Section 18-441-811
Meetings
Status: in_force

MEETINGS.

(a) A board of directors shall meet at least annually and may

hold meetings inside or outside this state.

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

directors may permit directors to attend or conduct board meetings

through the use of any means of communication, if all directors

attending the meeting can communicate with each other during the

meeting.
Okla. Stat. tit. 18, § 18-1001 — OK Code / Title 18 / Section 18-1001
Short title
Status: in_force

SHORT TITLE

Oklahoma Statutes - Title 18. Corporations Page 295

Sections 1001 through 1144 of this title and Sections 18 and 25

through 27 of this act shall be known and may be cited as the

"Oklahoma General Corporation Act". Section captions are part of

the Oklahoma General Corporation Act.
Okla. Stat. tit. 18, § 18-441-504 — OK Code / Title 18 / Section 18-441-504
No liability as member for association’s obligations
Status: in_force

NO LIABILITY AS MEMBER FOR ASSOCIATION’S OBLIGATIONS. Unless

the articles of organization otherwise provide, a debt, obligation,

or other liability of a limited cooperative association is solely

that of the association and is not the debt, obligation, or

liability of a member solely by reason of being a member.
Okla. Stat. tit. 18, § 18-1084 — OK Code / Title 18 / Section 18-1084
Merger or consolidation of domestic nonstock not for
Status: in_force

profit corporations.

MERGER OR CONSOLIDATION OF DOMESTIC NONSTOCK

NOT FOR PROFIT CORPORATIONS

A. Any two or more nonstock domestic corporations, whether or

not organized for profit, may merge into a single corporation, which

may be any one of the constituent corporations, or they may

consolidate into a new nonstock corporation, whether or not

organized for profit, formed by the consolidation, pursuant to an

agreement of merger or consolidation, as the case may be, complying

and approved in accordance with the provisions of this section.

B. Subject to subsection D of this section:

1. The governing body of each corporation which desires to

merge or consolidate shall adopt a resolution approving an agreement

of merger or consolidation. The agreement shall state:

a. the terms and conditions of the merger or

consolidation,

b. the mode of carrying the same into effect,

c. in the case of a merger, such amendments or changes in

the certificate of incorporation of the surviving

corporation as are desired to be effected by the

Oklahoma Statutes - Title 18. Corporations Page 431

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,

d. in the case of a consolidation, that the certificate

of incorporation of the resulting corporation shall be

as is set forth in an attachment to the agreement,

e. the manner, if any, of converting the memberships or

membership interests of each of the constituent

corporations into memberships or membership interests

of the corporation surviving or resulting from the

merger or consolidation, or of canceling some or all

of the memberships or membership interests if any

memberships or membership interests of any of the

constituent corporations are not to remain

outstanding, to be converted solely into memberships

or membership interests of the surviving or resulting

corporation or to be cancelled, the cash, property,

rights or securities of any other corporation or

entity which the holders of such memberships or

membership interests are to receive in exchange for,

or upon conversion of, such memberships or membership

interests, which cash, property, rights or securities

of any other corporation or entity may be in addition

to or in lieu of memberships or membership interests

to the surviving or resulting corporation, and

f. other details or provisions as are deemed desirable

including, without limiting the generality of the

foregoing, a provision for the payment of cash in lieu

of the issuance or recognition of fractional shares,

rights or other securities of any other corporation or

entity the shares, rights or other securities of which

are to be received in the merger or consolidation or

for some other arrangement with respect thereto,

consistent with Section 1036 of this title; and

2. The agreement so adopted shall be executed and acknowledged

in accordance with Section 1007 of this title. 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.

Oklahoma Statutes - Title 18. Corporations Page 432

C. Subject to subsection D of this section, the agreement shall

be submitted to the members of each constituent corporation at an

annual or special meeting for the purpose of acting on the

agreement. Due notice of the time, place, and purpose of the

meeting shall be mailed to each member of each corporation who has

the right to vote for the election of the members of the governing

body of the corporation and to each other member who is entitled to

vote on the merger under the certificate of incorporation or the

bylaws of such corporation, at the member's address as it appears on

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

the date of the meeting. The notice shall contain a copy of the

agreement or a brief summary thereof, as the governing body shall

deem advisable. At the meeting, the agreement shall be considered

and a vote, in person or by proxy, taken for the adoption or

rejection of the agreement. If the agreement is adopted by a

majority of the members of each corporation entitled to vote for the

election of the members of the governing body of the corporation and

any other members entitled to vote on the merger under the

certificate of incorporation or the bylaws of such corporation, then

that fact shall be certified on the agreement by the officer of each

corporation performing the duties ordinarily performed by the

secretary or assistant secretary of a corporation; provided that

such certification on the agreement shall not be required if a

certificate of merger or consolidation is filed in lieu of filing

the agreement. The agreement shall be adopted and certified by each

constituent corporation in accordance with this section, and it

shall be filed and shall become effective in accordance with the

provisions of Section 1007 of this title. The provisions of

paragraphs 1 through 6 of subsection C of Section 1081 of this title

shall apply to a merger or consolidation under this section, and the

reference therein to "shareholder" shall be deemed to include

"member" hereunder.

D. Notwithstanding subsection B or C of this section, if, under

the provisions of the certificate of incorporation or the bylaws of

any one or more of the constituent corporations, there shall be no

members who have the right to vote for the election of the members

of the governing body of the corporation, or for the merger, other

than the members of the governing body themselves, no further action

by the governing body or the members of such corporation shall be

necessary if the resolution approving an agreement of merger or

consolidation has been adopted by a majority of all the members of

the governing body thereof, and that fact shall be certified on the

agreement in the same manner as is provided in the case of the

adoption of the agreement by the vote of the members of a

corporation; provided that such certification on the agreement shall

not be required if a certificate of merger or consolidation is filed

Oklahoma Statutes - Title 18. Corporations Page 433

in lieu of filing the agreement, and thereafter the same procedure

shall be followed to consummate the merger or consolidation.

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

shall apply to a merger under this section; provided, however, that

references to the board of directors, to shareholders, and to shares

of a constituent corporation shall be deemed to be references to the

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

and to memberships or membership interests, as applicable,

respectively.

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

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

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

merger of a charitable nonstock corporation into a nonstock

corporation if the charitable nonstock corporation would thereby

have its charitable status lost or impaired; but a nonstock

corporation may be merged into a charitable nonstock corporation

which shall continue as the surviving corporation.
Okla. Stat. tit. 18, § 18-952 — OK Code / Title 18 / Section 18-952
Revocation of license - Vacation of franchise - Penalties
Status: in_force

A. Any license issued after June 1, 1971, under the Oklahoma

Business Corporation Act to a foreign corporation for the purpose of

engaging in farming or ranching or for the purpose of owning or

leasing any interest in land to be used in the business of farming

or ranching shall be revoked within five (5) years of the effective

date of this act.

B. The corporate franchise of any existing domestic corporation

formed under the Oklahoma Business Corporation Act after June 1,

1971, for the purpose of engaging in farming or ranching or for the

purpose of owning or leasing any interest in land to be used in the

business of farming or ranching shall be vacated within five (5)

years of the effective date of this act unless its articles of

incorporation comply with Section 951 of this title.

C. The corporate franchise of any domestic corporation governed

by the Oklahoma General Corporation Act formed for the purpose of

farming or ranching or for the purpose of owning or leasing any

interest in land to be used in the business of farming or ranching

and permitted to engage in such activity under this act shall be

vacated promptly in the manner prescribed by Section 104 of this

act, if the corporation has persistently violated the provisions of

subsection A of Section 951 of this title.

D. The State Board of Agriculture shall initiate and prosecute

civil or criminal actions and proceedings when deemed necessary to

enforce or carry out any of the provisions of this code.

E. This act shall not require any foreign or domestic

corporation to dispose of any property acquired on or before June 1,

1971.

F. Any farming or ranching corporation which violates the

provisions of Section 951 of this title shall be fined an amount not

to exceed Five Hundred Dollars ($500.00). Any other person,

corporation or entity who knowingly violates such section shall be

deemed guilty of a misdemeanor.
Okla. Stat. tit. 18, § 18-437 — OK Code / Title 18 / Section 18-437
Short title
Status: in_force

This act may be cited as the "Rural Electric Cooperative Act".

Oklahoma Statutes - Title 18. Corporations Page 106
Okla. Stat. tit. 18, § 18-1119 — OK Code / Title 18 / Section 18-1119
Revocation of voluntary dissolution - Restoration of
Status: in_force

expired certificate of incorporation.

REVOCATION OF VOLUNTARY DISSOLUTION; RESTORATION OF EXPIRED

CERTIFICATE OF INCORPORATION

A. At any time prior to the expiration of three (3) years

following the dissolution of a corporation pursuant to the

provisions of Section 1096 of this title or such longer period as

the district court may have directed pursuant to Section 1099 of

this title, or, at any time prior to the expiration of three (3)

years following the expiration of the time limited for the

corporation's existence as provided in its certificate of

incorporation or such longer period as the district court may have

directed pursuant to the provisions of Section 1099 of this title, a

corporation may revoke the dissolution up to that time effected by

it or restore its certificate of incorporation after it has expired

by its own limitation in the following manner:

1. For purposes of this section, "shareholders" means the

shareholders of record on the date the dissolution becomes effective

or the date of expiration by limitation;

2. The board of directors shall adopt a resolution recommending

that the dissolution be revoked in the case of a dissolution or that

the certificate of incorporation be restored in the case of an

expiration by limitation and directing that the question of the

revocation or restoration be submitted to a vote at a special

meeting of shareholders;

3. Notice of the special meeting of shareholders shall be given

in accordance with the provisions of Section 1067 of this title to

each of the shareholders; and

4. At the meeting a vote of the shareholders shall be taken on

a resolution to revoke the dissolution in the case of a dissolution

or to restore the certificate of incorporation in the case of an

expiration by limitation. If a majority of the stock of the

Oklahoma Statutes - Title 18. Corporations Page 493

corporation which was outstanding and entitled to vote upon a

dissolution at the time of its dissolution, in the case of a

revocation of dissolution, or which was outstanding and entitled to

vote upon an amendment to the certificate of incorporation to change

the period of the corporation's duration at the time of its

expiration by limitation, in the case of a restoration, shall be

voted for the resolution, a certificate of revocation of dissolution

or a certificate of restoration shall be executed, and acknowledged

and filed in accordance with the provisions of Section 1007 of this

title which shall be specifically designated as a certificate of

revocation of dissolution or a certificate of restoration in its

heading and shall state:

a. the name of the corporation,

b. the address of the corporation's registered office in

this state, which shall be stated in accordance with

subsection C of Section 1021 of this title, and the

name of its registered agent at such address,

c. the names and respective addresses of its officers,

d. the names and respective addresses of its directors,

e. that a majority of the stock of the corporation which

was outstanding and entitled to vote upon a

dissolution at the time of its dissolution have voted

in favor of a resolution to revoke the dissolution, in

the case of a revocation of dissolution, or that a

majority of the stock of the corporation which was

outstanding and entitled to vote upon an amendment to

the certificate of incorporation to change the period

of the corporation's duration at the time of its

expiration by limitation, in the case of a

restoration, have voted in favor of a resolution to

restore the certificate of incorporation; or, if it be

the fact, that, in lieu of a meeting and vote of

shareholders, the shareholders have given their

written consent to the revocation or restoration in

accordance with the provisions of Section 1073 of this

title, and

f. in the case of a restoration, the new specified date

limiting the duration of the corporation's existence

or that the corporation shall have perpetual

existence.

B. Upon the effective time of the filing in the Office of the

Secretary of State of the certificate of revocation of dissolution

or the certificate of restoration, the revocation of the dissolution

or the restoration of the corporation shall become effective and the

corporation may again carry on its business.

C. Upon the effectiveness of the revocation of the dissolution

or the restoration of the corporation as provided in subsection B of

Oklahoma Statutes - Title 18. Corporations Page 494

this section , the provisions of Section 1056 of this title shall

govern, and the period of time the corporation was in dissolution or

was expired by limitation shall be included within the calculation

of the thirty-day and thirteen-month periods to which subsection C

of Section 1056 of this title refers. An election of directors,

however, may be held at the special meeting of shareholders to which

subsection A of this section refers, and in that event, that meeting

of shareholders shall be deemed an annual meeting of shareholders

for purposes of subsection C of Section 1056 of this title.

D. If, after three (3) years from the date upon which the

dissolution became effective or after the expiration by limitation,

the name of the corporation is unavailable upon the records of the

Secretary of State, then, in such case, the corporation shall not be

reinstated under the same name which it bore when its dissolution

became effective or it expired by limitation, but shall adopt and be

reinstated or restored under some other name, and in such case the

certificate to be filed pursuant to the provisions of this section

shall set forth the name borne by the corporation at the time its

dissolution became effective or it expired by limitation and the new

name under which the corporation is to be reinstated or restored.

E. Nothing in this section shall be construed to affect the

jurisdiction or power of the district court pursuant to the

provisions of Section 1100 or 1101 of this title.

F. At any time prior to the expiration of three (3) years

following the dissolution of a nonstock corporation pursuant to

Section 1097 of this title, or such longer period as the district

court may have directed pursuant to Section 1099 of this title, or

at any time prior to the expiration of three (3) years following the

expiration of the time limited for a nonstock corporation's

existence as provided in its certificate of incorporation or such

longer period as the district court may have directed pursuant to

Section 1099 of this title, a nonstock corporation may revoke the

dissolution theretofore effected by it or restore its certificate of

incorporation after it has expired by limitation in a manner

analogous to that by which the dissolution was authorized or, in the

case of a restoration, in the manner in which an amendment to the

certificate of incorporation to change the period of the

corporation's duration would have been authorized at the time of its

expiration by limitation, including:

1. If applicable, a vote of the members entitled to vote, if

any, on the dissolution or the amendment; and

2. The filing of a certificate of revocation of dissolution or

a certificate of restoration containing information comparable to

that required by paragraph 4 of subsection A of this section.

Notwithstanding the foregoing, only this subsection and subsections

B, D and E of this section shall apply to nonstock corporations.

Oklahoma Statutes - Title 18. Corporations Page 495

G. Any corporation that revokes its dissolution or restores its

certificate of incorporation pursuant to this section shall file all

annual franchise tax reports that the corporation would have had to

file if it had not dissolved or expired and shall pay all franchise

taxes that the corporation would have had to pay if it had not

dissolved or expired. No payment made pursuant to this subsection

shall reduce the amount of franchise tax due for the year in which

such revocation or restoration is effected.
Okla. Stat. tit. 18, § 18-1145 — OK Code / Title 18 / Section 18-1145
Control shares - definition
Status: in_force

CONTROL SHARES; DEFINITION

As used in Sections 1145 through 1155 of this title, "control

shares" means issued and outstanding shares of an issuing public

corporation that, except for Sections 1145 through 1155 of this

title, would have voting power, when added to all other shares of

the issuing public corporation owned of record or beneficially by an

acquiring person or in respect to which that acquiring person may

Oklahoma Statutes - Title 18. Corporations Page 520

exercise or direct the exercise of voting power, that would entitle

the acquiring person, immediately after acquisition of the shares,

directly or indirectly, to exercise or direct the exercise of the

voting power of the issuing public corporation in the election of

directors within any of the following ranges of voting power:

1. One-fifth (1/5) or more but less than one-third (1/3) of all

voting power;

2. One-third (1/3) or more but less than a majority of all

voting power; or

3. A majority or more of all voting power.
Okla. Stat. tit. 18, § 18-381.62 — OK Code / Title 18 / Section 18-381.62
Voluntary liquidation
Status: in_force

A. With the approval of the State Banking Commissioner, an

association may liquidate and dissolve. The Commissioner may grant

such approval upon an application by an association after the

proposal to liquidate and dissolve has been approved by a vote of a

majority of the outstanding voting stock, in the case of a stock

association, or by a majority vote of the total number of votes of

the members present in person or by proxy, in the case of a mutual

association, at a meeting called for that purpose, and that after

giving effect to any proposed purchase of the assets of the

association and assumption of its liabilities as provided for in

Section 381.63a of this title the association will be solvent and

will have sufficient liquid assets to pay off any remaining

depositors and creditors immediately.

B. 1. Upon approval by the Commissioner, the association shall

immediately cease to do business, shall have only the powers

necessary to effect an orderly liquidation and shall proceed to pay

its depositors and creditors and to wind up its affairs.

2. Within thirty (30) days of the approval, the association

shall send a notice of liquidation by mail to each depositor,

creditor, person interested in funds held as a fiduciary, lessee of

a safe deposit box and a bailor of property at the address of such

person as shown on the books of the association. However, in the

case of all depositors, creditors, loan customers or lessees of safe

deposit boxes whose deposits, accounts or other contractual

arrangements with the association have been purchased or assumed as

provided for in Section 381.63a of this title, a notice of purchase

and assumption shall be sent by the purchaser in lieu of a notice of

liquidation by the liquidating association. The notice prepared by

the association shall be posted conspicuously on the premises of the

association and shall be given such publication as the Commissioner

may require. The purchaser or the liquidating association, as

applicable, shall send with each notice a statement of the amount

shown on the books to be the claim or liability of the depositor,

creditor or other customer. Each such notice shall demand that

claims of depositors and creditors, or corrected statements of

amounts owed by the customer, if the amount claimed or owed differs

from that stated in the notice, be filed with the notifying

institution before a specified date not earlier than sixty (60) days

thereafter in accordance with the procedure prescribed in the

notice. The notice prepared by the liquidating association shall

also demand that property held by the association as bailee or in a

Oklahoma Statutes - Title 18. Corporations Page 67

safe deposit box not taken over by a purchaser be withdrawn by the

person entitled thereto.

3. As soon after approval as may be practicable the association

shall resign all fiduciary positions and take such action as may be

necessary to settle its fiduciary accounts, and the manner of

succession of trust powers and successor trustees shall follow the

same procedure as set out in Section 1018 of Title 6 of the Oklahoma

Statutes.

4. Any safe deposit boxes which have not been taken over by a

purchaser, and the contents of which have not been removed within

thirty (30) days after demand, shall be opened. Sealed packages

containing the contents of such box, with a certificate of inventory

of contents, together with any other unclaimed property held by the

association as bailee and certified inventories thereof, shall be

transferred to the Commissioner who shall administer the property in

accordance with the provisions of the Uniform Unclaimed Property

Act.

5. The approval of an application for liquidation shall not

impair the right of a depositor or creditor whose account has not

been unconditionally assumed by a purchaser to be paid in full by

the liquidating association, and all lawful claims of remaining

creditors and depositors of the liquidating association shall

promptly be paid. The unearned portion of the rental of a safe

deposit box not taken over by a purchaser shall be returned to the

lessee.

6. Any assets remaining after the discharge of or adequate

provision for all obligations shall be distributed to the

stockholders or members in accordance with a plan of voluntary

liquidation filed with and approved by the Commissioner. No such

distribution shall be made before all claims of depositors and

creditors have been:

a. assumed as provided for in Section 381.63a of this

title,

b. provided for by the establishment of a reserve fund in

an amount approved by the Commissioner,

c. paid by the liquidating association, or

d. in the case of any disputed claim, provided for by

transmittal to the Commissioner of a sum adequate to

meet any liability that may be judicially determined.

C. Any unclaimed distribution to a stockholder, member or

depositor shall be held until ninety (90) days after the final

distribution and then transmitted to the Commissioner. Such

unclaimed funds shall be held by the Commissioner and administered

in accordance with the provisions of the Uniform Unclaimed Property

Act.

D. If the Commissioner finds that assets will be insufficient

for the full discharge of all obligations or that completion of the

Oklahoma Statutes - Title 18. Corporations Page 68

liquidation has been unduly delayed, the Commissioner may take

possession and complete the liquidation in the manner provided in

this act for involuntary liquidations.

E. The Commissioner may require reports of the progress of

liquidation. Whenever the Commissioner is satisfied that the

liquidation has been properly completed the Commissioner shall enter

an order of dissolution and recommend to the Secretary of State that

the association's certificate of incorporation be canceled, upon

receipt of which the Secretary of State shall cancel such

certificate.
Okla. Stat. tit. 18, § 18-818 — OK Code / Title 18 / Section 18-818
Certificates
Status: in_force

The regulating boards of the respective professions described in

Section 803 of this title are hereby authorized and directed to

issue the certificates required by Section 804 of this title upon

receipt of an affidavit or other instrument reciting the names and

addresses of the prospective owners and managers. The regulating

boards may charge and collect a reasonable fee for such issuance.

The fee shall be deposited and expended as provided by law for other

fees collected by each respective regulating board.
Okla. Stat. tit. 18, § 18-1150 — OK Code / Title 18 / Section 18-1150
Notice of control share acquisition
Status: in_force

NOTICE OF CONTROL SHARE ACQUISITION

Any acquiring person who proposes to make a control share

acquisition may, at the person's election, and any acquiring person

who has made a control share acquisition shall, deliver an acquiring

person statement to the issuing public corporation at the issuing

public corporation's principal office. The acquiring person

statement must set forth all of the following:

1. The identity of the acquiring person;

2. A statement that the acquiring person statement is given

pursuant to Sections 1145 through 1155 of this title;

3. The number of shares of the issuing public corporation

owned, directly or indirectly, by the acquiring person, the

acquisition date and the prices at which such shares were acquired;

4. The voting power to which the acquiring person, except for

Section 1149 of this title, would be entitled;

5. A form of resolution to be considered by the shareholders

pursuant to Section 1153 of this title; and

6. If the control share acquisition has not yet occurred:

a. a description in reasonable detail of the terms of the

proposed control share acquisition, and

Oklahoma Statutes - Title 18. Corporations Page 525

b. representations of the acquiring person, together with

a statement in reasonable detail of the facts upon

which they are based, that the proposed control share

acquisition, if consummated, will not be contrary to

law, and that the acquiring person has the financial

capacity to make the proposed control share

acquisition.
Okla. Stat. tit. 18, § 18-441-1606 — OK Code / Title 18 / Section 18-441-1606
Merger
Status: in_force

MERGER.

(a) One or more limited cooperative associations may merge with

one or more other entities pursuant to this article and a plan of

merger if:

(1) The governing statute of each of the other entities

authorizes the merger;

(2) The merger is not prohibited by the law of a jurisdiction

that enacted any of those governing statutes; and

(3) Each of the other entities complies with its governing

statute in effecting the merger.

(b) A plan of merger must be in a record and must include:

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

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

surviving entity is to be created by the merger, a statement to that

effect;

Oklahoma Statutes - Title 18. Corporations Page 231

(3) The terms and conditions of the merger, including the

manner and basis for converting the interests in each constituent

entity into any combination of money, interests in the surviving

entity, and other consideration;

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

surviving entity’s organizational documents;

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

any amendments to be made by the merger to the surviving entity’s

organizational documents; and

(6) If a member of a constituent limited cooperative

association will have personal liability with respect to a surviving

entity, the identity of the member by descriptive class or other

reasonable manner.
Okla. Stat. tit. 18, § 18-381.31a — OK Code / Title 18 / Section 18-381.31a
Examination of association affairs by board of
Status: in_force

directors.

The board of directors of every association shall examine, at

least once in each calendar year at intervals of not more than

fifteen (15) months, all the affairs of the association including

the character and value of investments and loans, the efficiency of

operating procedures, and such other matters as the Commissioner

prescribes. A report of the examination shall be submitted promptly

to the Commissioner and shall embody such information as the

Commissioner requires. The board of directors may provide that such

examination shall be conducted by a committee of not less than three

Oklahoma Statutes - Title 18. Corporations Page 42

directors, by certified public accountants, or by independent

auditors responsible only to the board of directors. Such

examination shall be made when practicable without the assistance of

the executive officers of the bank or trust company. Such report of

examination shall be reviewed by the directors at the next meeting

of the board of directors.
Okla. Stat. tit. 18, § 18-381.24e — OK Code / Title 18 / Section 18-381.24e
Operations centers
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 38

Upon written notice to the State Banking Commissioner, any

association may establish one or more operations centers on property

owned or leased by the association. For purposes of this section,

"operations center" means an association facility separated from the

main office of the association at which only the following

association operations are conducted: computer processing,

information systems, electronic communications, loan payment

processing, bookkeeping, item processing, currency and coin

processing and storage, data processing, and all support functions

related thereto.
Okla. Stat. tit. 18, § 18-441-1212 — OK Code / Title 18 / Section 18-441-1212
Reinstatement following administrative dissolution
Status: in_force

REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION.

(a) A limited cooperative association that has been dissolved

administratively may apply to the Secretary of State for

reinstatement not later than two (2) years after the effective date

of dissolution. The application must be delivered to the Secretary

of State for filing and state:

(1) The name of the association and the effective date of its

administrative dissolution;

(2) That the grounds for dissolution either did not exist or

have been eliminated; and

(3) That the association’s name satisfies the requirements of

Section 11 of this act.

(b) If the Secretary of State determines that an application

contains the information required by subsection (a) of this section

and that the information is correct, the Secretary of State shall:

(1) Prepare a declaration of reinstatement;

(2) File the original of the declaration; and

(3) Serve a copy of the declaration on the association.

(c) When reinstatement under this section becomes effective, it

relates back to and takes effect as of the effective date of the

administrative dissolution, and the limited cooperative association

Oklahoma Statutes - Title 18. Corporations Page 218

may resume or continue its activities as if the administrative

dissolution had not occurred.
Okla. Stat. tit. 18, § 18-553.1 — OK Code / Title 18 / Section 18-553.1
Solicitation under certain promises prohibited
Status: in_force

It shall be unlawful and deemed a Class D1 felony offense for

any person, organization, group, association, partnership,

corporation, or combination thereof, to conduct or carry on any

drive for, or to solicit or invite, contributions of funds for the

purpose of or under the guise or representation or promise of being

able to secure old age or other assistance for any person, under any

state or federal law, or of securing for such person or persons

higher or additional assistance.
Okla. Stat. tit. 18, § 18-441-701 — OK Code / Title 18 / Section 18-441-701
Authority
Status: in_force

AUTHORITY. In this article, “marketing contract” means a

contract between a limited cooperative association and another

person, that need not be a patron member:

(1) Requiring the other person to sell, or deliver for sale or

marketing on the person’s behalf, a specified part of the person’s

products, commodities, or goods exclusively to or through the

association or any facilities furnished by the association; or

(2) Authorizing the association to act for the person in any

manner with respect to the products, commodities, or goods.
Okla. Stat. tit. 18, § 18-441-1206 — OK Code / Title 18 / Section 18-441-1206
Winding up
Status: in_force

WINDING UP.

(a) A limited cooperative association continues after

dissolution only for purposes of winding up its activities.

(b) In winding up a limited cooperative association’s

activities, the board of directors shall cause the association to:

(1) Discharge its liabilities, settle and close its activities,

and marshal and distribute its assets;

(2) Preserve the association or its property as a going concern

for no more than a reasonable time;

(3) Prosecute and defend actions and proceedings;

(4) Transfer association property; and

(5) Perform other necessary acts.

(c) After dissolution and upon application of a limited

cooperative association, a member, or a holder of financial rights,

the district court may order judicial supervision of the winding up

of the association, including the appointment of a person to wind up

the association’s activities, if:

(1) After a reasonable time, the association has not wound up

its activities; or

(2) The applicant establishes other good cause.

(d) If a person is appointed pursuant to subsection (c) of this

section to wind up the activities of a limited cooperative

association, the association shall promptly deliver to the Secretary

of State for filing an amendment to the articles of organization to

reflect the appointment.
Okla. Stat. tit. 18, § 18-441-1209 — OK Code / Title 18 / Section 18-441-1209
Other claims against dissolved limited cooperative
Status: in_force

association.

OTHER CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.

(a) A dissolved limited cooperative association may publish

notice of its dissolution and request persons having claims against

the association to present them in accordance with the notice.

(b) A notice under subsection (a) of this section must:

(1) Be published at least once in a newspaper of general

circulation in the county in which the dissolved limited cooperative

association’s principal office is located or, if the association

does not have a principal office in this state, in the county in

which the association’s designated office is or was last located;

(2) Describe the information required to be contained in a

claim and provide an address to which the claim is to be sent; and

(3) State that a claim against the association is barred unless

an action to enforce the claim is commenced not later than three (3)

years after publication of the notice.

(c) If a dissolved limited cooperative association publishes a

notice in accordance with subsection (b) of this section, the claim

of each of the following claimants is barred unless the claimant

commences an action to enforce the claim not later than three (3)

years after the first publication date of the notice:

(1) A claimant that is entitled to but did not receive notice

in a record under Section 109 of this act; and

(2) A claimant whose claim is contingent or based on an event

occurring after the effective date of dissolution.

(d) A claim not barred under this section may be enforced:

(1) Against a dissolved limited cooperative association, to the

extent of its undistributed assets; or

(2) If the association’s assets have been distributed in

connection with winding up the association’s activities, against a

member or holder of financial rights to the extent of that person’s

proportionate share of the claim or the association’s assets

Oklahoma Statutes - Title 18. Corporations Page 216

distributed to the person in connection with the winding up,

whichever is less. The person’s total liability for all claims

under this paragraph shall not exceed the total amount of assets

distributed to the person as part of the winding up of the

association.
Okla. Stat. tit. 18, § 18-441-114 — OK Code / Title 18 / Section 18-441-114
Required information
Status: in_force

REQUIRED INFORMATION.

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

cooperative association shall maintain in a record available at its

principal office:

Oklahoma Statutes - Title 18. Corporations Page 171

(1) A list containing the name, last-known street address and,

if different, mailing address, and term of office of each director

and officer;

(2) The initial articles of organization and all amendments to

and restatements of the articles, together with a signed copy of any

power of attorney under which any article, amendment, or restatement

has been signed;

(3) The initial bylaws and all amendments to and restatements

of the bylaws;

(4) All filed articles of merger and statements of conversion;

(5) All financial statements of the association for the six (6)

most recent years;

(6) The six most recent annual reports delivered by the

association to the Secretary of State;

(7) The minutes of members meetings for the six (6) most recent

years;

(8) Evidence of all actions taken by members without a meeting

for the six (6) most recent years;

(9) A list containing:

(A) the name, in alphabetical order, and last-known street

address and, if different, mailing address of each

patron member and each investor member; and

(B) if the association has districts or classes of

members, information from which each current member in

a district or class may be identified;

(10) The federal income tax returns, any state and local income

tax returns, and any tax reports of the association for the six (6)

most recent years;

(11) Accounting records maintained by the association in the

ordinary course of its operations for the six (6) most recent years;

(12) The minutes of directors meetings for the six (6) most

recent years;

(13) Evidence of all actions taken by directors without a

meeting for the six (6) most recent years;

(14) The amount of money contributed and agreed to be

contributed by each member;

(15) A description and statement of the agreed value of

contributions other than money made and agreed to be made by each

member;

(16) The times at which, or events on the happening of which,

any additional contribution is to be made by each member;

(17) For each member, a description and statement of the

member’s interest or information from which the description and

statement can be derived; and

(18) All communications concerning the association made in a

record to all members, or to all members in a district or class, for

the six (6) most recent years.

Oklahoma Statutes - Title 18. Corporations Page 172

(b) If a limited cooperative association has existed for less

than the period for which records must be maintained under

subsection (a) of this section, the period records must be kept is

the period of the association’s existence.

(c) The organic rules may require that more information be

maintained.
Okla. Stat. tit. 18, § 18-441-204 — OK Code / Title 18 / Section 18-441-204
Correcting filed record
Status: in_force

CORRECTING FILED RECORD.

Oklahoma Statutes - Title 18. Corporations Page 177

(a) A limited cooperative association or foreign cooperative

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

correction to correct a record previously delivered by the

association or foreign cooperative to the Secretary of State and

filed by the Secretary of State if, at the time of filing, the

record contained inaccurate information or was defectively signed.

(b) A statement of correction may not state a delayed effective

date and must:

(1) Describe the record to be corrected, including its filing

date, or have attached a copy of the record as filed;

(2) Specify the inaccurate information and the reason it is

inaccurate or the manner in which the signing was defective; and

(3) Correct the inaccurate information or defective signature.

(c) When filed by the Secretary of State, a statement of

correction is effective:

(1) When filed as to persons relying on the inaccurate

information or defective signature before its correction and

adversely affected by the correction; and

(2) As to all other persons, retroactively as of the effective

date and time of the record the statement corrects.
Okla. Stat. tit. 18, § 18-441-506 — OK Code / Title 18 / Section 18-441-506
Annual meeting of members
Status: in_force

ANNUAL MEETING OF MEMBERS.

(a) Members shall meet annually at a time provided in the

organic rules or set by the board of directors not inconsistent with

the organic rules.

(b) An annual members meeting 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.

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

attend or conduct an annual members meeting through any means of

communication if all members attending the meeting can communicate

with each other during the meeting.

(d) The board of directors shall report, or cause to be

reported, at the association’s annual members meeting the

association’s business and financial condition as of the close of

the most recent fiscal year.

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

directors shall designate the presiding officer of the association’s

annual members meeting.

(f) Failure to hold an annual members meeting does not affect

the validity of any action by the limited cooperative association.
Okla. Stat. tit. 18, § 18-1099 — OK Code / Title 18 / Section 18-1099
Continuation of corporation after dissolution for
Status: in_force

purposes of suit and winding up affairs.

CONTINUATION OF CORPORATION AFTER DISSOLUTION FOR PURPOSES OF SUIT

AND WINDING UP AFFAIRS

All corporations, whether they expire by their own limitation or

are otherwise dissolved, nevertheless shall be continued, for the

term of three (3) years from such expiration or dissolution or for

such longer period as the district court shall in its discretion

direct, bodies corporate for the purpose of prosecuting and

defending suits, whether civil, criminal or administrative, by or

against them, and of enabling them gradually to settle and close

their business, to dispose of and convey their property, to

discharge their liabilities, and to distribute to their shareholders

any remaining assets, but not for the purpose of continuing the

business for which the corporation was organized. With respect to

any action, suit, or proceeding begun by or against the corporation

either prior to or within three (3) years after the date of its

expiration or dissolution, the action shall not abate by reason of

the expiration or dissolution of the corporation. The corporation,

Oklahoma Statutes - Title 18. Corporations Page 479

solely for the purpose of such action, suit or proceeding, shall be

continued as a body corporate beyond the three-year period and until

any judgments, orders or decrees therein shall be fully executed,

without the necessity for any special direction to that effect by

the district court. Sections 1100 through 1100.3 of this title

shall apply to any corporation that has expired by its own

limitation, and when so applied, all references in those sections to

a dissolved corporation or dissolution shall include a corporation

that has expired by its own limitation and to such expiration

respectively.
Okla. Stat. tit. 18, § 18-1115 — OK Code / Title 18 / Section 18-1115
Liens for Wages or Products When Corporation is
Status: in_force

Insolvent.

LIENS FOR WAGES OR PRODUCTS WHEN CORPORATION IS INSOLVENT

A. Whenever any corporation of this state, or any foreign

corporation doing business in this state, shall become insolvent,

the employees performing labor or services of whatever character in

the regular employ of the corporation, and the producers of

agricultural and dairy products, including cooperative marketing

associations of such producers, shall have a lien upon the assets of

such corporation for the amount of the wages or payments for

agricultural and dairy products due to them, not exceeding four

months' wages or payments for such products which shall have accrued

prior to the adjudication of the insolvency of such corporation,

which lien shall be paid prior to any other debts, charges or claims

against said corporation, except taxes due the United States

government or the State of Oklahoma. The word "employee" shall not

be construed to include any of the officers of the corporation.

B. The lien provided for in this section shall be enforced in

the manner provided for by law for the enforcement of other liens

for labor.
Okla. Stat. tit. 18, § 18-2040 — OK Code / Title 18 / Section 18-2040
Distribution of assets upon winding up
Status: in_force

DISTRIBUTION OF ASSETS UPON WINDING UP

A. Upon the winding up of a limited liability company, the

assets shall be distributed as follows:

1. Payment, or adequate provision for payment, shall be made to

creditors, including to the extent permitted by law, members who are

creditors, in satisfaction of liabilities of the limited liability

company;

2. Except as provided in writing in the articles of

organization, operating agreement or other binding agreement, to

members, any assignees, and any former members for the purchase,

redemption or other acquisition of capital interests in satisfaction

of liabilities for distributions authorized but not paid under

Section 2030 of this title; and

Oklahoma Statutes - Title 18. Corporations Page 568

3. Except as provided in writing in the articles of

organization or operating agreement or other binding agreement, to

members, any assignees, and any former members for the purchase,

redemption or other acquisition of capital interests first for the

return of their contributions in proportion to their respective

contributions, and second respecting their capital interests or

former capital interests, in proportions in which the members,

assignees and former members would share in any profits.

B. A member, assignee or former member who receives a

distribution in violation of subsection A of this section, and who

knew or should have known at the time of the distribution that the

distribution violated subsection A of this section, shall be liable

to a limited liability company for the amount of the distribution.

A member, assignee or former member who receives a distribution in

violation of subsection A of this section, and who did not know and

had no reason to know at the time of the distribution that the

distribution violated subsection A of this section, shall not be

liable for the amount of the distribution. Subject to subsection C

of this section, this subsection shall not affect any obligation or

liability of a member, assignee or former member under an agreement

or other applicable law for a distribution.

C. Unless otherwise agreed, a member, assignee or former member

who receives a distribution from a limited liability company shall

have no liability under the Oklahoma Limited Liability Company Act

or other applicable law for the amount of the distribution after the

expiration of three (3) years from the date of the distribution

unless an action to recover the distribution from the member,

assignee or former member is commenced before the expiration of the

three-year period and an adjudication of liability against the

member, assignee or former member is made in the action.
Okla. Stat. tit. 18, § 18-1051 — OK Code / Title 18 / Section 18-1051
Liability of directors as to dividends or stock
Status: in_force

redemption.

LIABILITY OF DIRECTORS AS TO DIVIDENDS OR STOCK REDEMPTION

A member of the board of directors, or a member of any committee

designated by the board of directors, shall be fully protected in

relying in good faith upon the records of the corporation and upon

such information, opinions, reports or statements presented to the

corporation by any of its officers or employees, or committees of

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

director reasonably believes are within such officer's, employee's,

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

with reasonable care by or on behalf of the corporation, as to the

value and amount of the assets, liabilities and/or net profits of

the corporation, or any other facts pertinent to the existence and

amount of surplus or other funds from which dividends might properly

be declared and paid, or with which the corporation's stock might

properly be purchased or redeemed.
Okla. Stat. tit. 18, § 18-381.51 — OK Code / Title 18 / Section 18-381.51
Deposits authorized
Status: in_force

An association may accept deposits for fixed, minimum or

indefinite periods of time, including accounts bearing a fixed rate

of interest, as may be authorized by its directors, subject to the

Oklahoma Statutes - Title 18. Corporations Page 55

provisions of its bylaws and the authority of the State Banking

Commissioner and, if applicable, the Director of the Office of

Thrift Supervision to disapprove of such a rate.
Okla. Stat. tit. 18, § 18-441-1407 — OK Code / Title 18 / Section 18-441-1407
Cancellation of certificate of authority - Effect of
Status: in_force

failure to have certificate.

CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO

HAVE CERTIFICATE.

(a) To cancel its certificate of authority, a foreign

cooperative must deliver to the Secretary of State for filing a

notice of cancellation. The certificate is canceled when the notice

becomes effective under Section 23 of this act.

(b) A foreign cooperative transacting business in this state

may not maintain an action or proceeding in this state unless it has

a certificate of authority.

Oklahoma Statutes - Title 18. Corporations Page 224

(c) The failure of a foreign cooperative to have a certificate

of authority does not impair the validity of a contract or act of

the foreign cooperative or prevent the foreign cooperative from

defending an action or proceeding in this state.

(d) A member of a foreign cooperative is not liable for the

obligations of the foreign cooperative solely by reason of the

foreign cooperative’s having transacted business in this state

without a certificate of authority.

(e) If a foreign cooperative transacts business in this state

without a certificate of authority or cancels its certificate, it

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

for an action arising out of the transaction of business in this

state.
Okla. Stat. tit. 18, § 18-1052 — OK Code / Title 18 / Section 18-1052
Declaration and Payment of Dividends
Status: in_force

DECLARATION AND PAYMENT OF DIVIDENDS

No corporation shall pay dividends except in accordance with the

provisions of the Oklahoma General Corporation Act. Dividends may

be paid in cash, in property, or in shares of the corporation's

capital stock. If the dividend is to be paid in shares of the

Oklahoma Statutes - Title 18. Corporations Page 363

corporation's theretofore unissued capital stock, the board of

directors, by resolution, shall direct that there be designated as

capital in respect of such shares an amount which is not less than

the aggregate par value of par value shares being declared as a

dividend and, in the case of shares without par value being declared

as a dividend, such amount as shall be determined by the board of

directors. No such designation as capital shall be necessary if

shares are being distributed by a corporation pursuant to a split-up

or division of its stock rather than as payment of a dividend

declared payable in stock of the corporation.
Okla. Stat. tit. 18, § 18-441-1101 — OK Code / Title 18 / Section 18-441-1101
Member’s dissociation
Status: in_force

MEMBER’S DISSOCIATION.

(a) A person has the power to dissociate as a member at any

time, rightfully or wrongfully, by express will.

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

dissociation from a limited cooperative association is wrongful only

if the dissociation:

(1) Breaches an express provision of the organic rules; or

(2) Occurs before the termination of the limited cooperative

association and:

(A) the person is expelled as a member under paragraph (3)

or (4) of subsection (d) of this section; or

(B) in the case of a person that is not an individual,

trust other than a business trust, or estate, the

person is expelled or otherwise dissociated as a

member because it dissolved or terminated in bad

faith.

(c) Unless the organic rules otherwise provide, a person that

wrongfully dissociates as a member is liable to the limited

cooperative association for damages caused by the dissociation. The

liability is in addition to any other debt, obligation, or liability

of the person to the association.

(d) A member is dissociated from the limited cooperative

association as a member when:

(1) The association receives notice in a record of the member’s

express will to dissociate as a member, or if the member specifies

in the notice an effective date later than the date the association

received notice, on that later date;

(2) An event stated in the organic rules as causing the

member’s dissociation as a member occurs;

(3) The member is expelled as a member under the organic rules;

(4) The member is expelled as a member by the board of

directors because:

(A) it is unlawful to carry on the association’s

activities with the member as a member;

(B) there has been a transfer of all the member’s

financial rights in the association, other than:

(i) a creation or perfection of a security interest;

or

(ii) a charging order in effect under Section 61 of

this act which has not been foreclosed;

(C) the member is a limited liability company,

association, or partnership, which has been dissolved,

and its business is being wound up; or

(D) the member is a corporation or cooperative and:

(i) the member filed a certificate of dissolution or

the equivalent, or the jurisdiction of formation

Oklahoma Statutes - Title 18. Corporations Page 210

revoked the association’s charter or right to

conduct business;

(ii) the association sends a notice to the member that

it will be expelled as a member for a reason

described in division (i) of this subparagraph;

and

(iii) not later than ninety (90) days after the notice

was sent under division (ii) of this

subparagraph, the member did not revoke its

certificate of dissolution or the equivalent, or

the jurisdiction of formation did not reinstate

the association’s charter or right to conduct

business; or

(E) the member is an individual and is adjudged

incompetent;

(5) In the case of a member who is an individual, the

individual dies;

(6) In the case of a member that is a trust or is acting as a

member by virtue of being a trustee of a trust, all the trust’s

financial rights in the association are distributed;

(7) In the case of a member that is an estate, the estate’s

entire financial interest in the association is distributed;

(8) In the case of a member that is not an individual,

partnership, limited liability company, cooperative, corporation,

trust, or estate, the member is terminated; or

(9) The association participates in a merger if under the plan

of merger as approved under Article 16 of the Uniform Limited

Cooperative Association Act of 2009 the member ceases to be a

member.
Okla. Stat. tit. 18, § 18-1148A — OK Code / Title 18 / Section 18-1148A
Other definitions
Status: in_force

OTHER DEFINITIONS

Oklahoma Statutes - Title 18. Corporations Page 523

As used in Sections 1145 through 1155 of Title 18 of the

Oklahoma Statutes:

1. "Acquiring person" means a person who makes or proposes to

make, or persons acting as a "group" as defined in Section 13(d)(3)

of the Securities Exchange Act of 1934, 15 U.S.C. Section 78a et

seq., as amended, who make or propose to make, a control share

acquisition; provided, "acquiring person" does not include the

issuing public corporation;

2. "Affiliate" means a person who directly or indirectly

controls the corporation. For the purpose of this paragraph,

"control" means the possession, direct or indirect, of the power to

direct or cause the direction of the management and policies of the

corporation, whether through the ownership of voting securities, by

contract, or otherwise. A person's beneficial ownership of ten

percent (10%) or more of all voting power of a corporation, except a

person holding voting power in good faith as an agent, bank, broker,

nominee, custodian or trustee for one or more beneficial owners who

do not individually or as a group control the corporation, creates a

presumption that the person controls the corporation;

3. "All voting power" means the aggregate voting power that the

shareholders of an issuing public corporation would have in the

election of directors generally, except for Sections 1145 through

1155 of Title 18 of the Oklahoma Statutes;

4. "Beneficial ownership" shall have the same meaning ascribed

to such term by Rule 13d-3 under the Securities Exchange Act of

1934, 15 U.S.C., Section 78a et seq., as amended; and

5. "Person" means any individual, corporation, partnership,

unincorporated association or other entity.
Okla. Stat. tit. 18, § 18-411 — OK Code / Title 18 / Section 18-411
Reports - Misapplication of funds solicited
Status: in_force

Thirty (30) days after the passage and approval of this bill,

all chambers of commerce, commercial clubs, or any such associations

organized and doing business in this state as is commonly done by

such associations shall make a report to their entire membership,

setting forth and itemizing their receipts and disbursements for the

year ending at the date of the passage and approval of this bill,

and shall thereafter make a like report each year ending June 30th.

Every committee or individual who solicits or receives any funds

from the public for such associations herein named shall make a full

itemized report of all receipts and disbursements thereof. The

report shall be filed with the city clerk where the committee or

Oklahoma Statutes - Title 18. Corporations Page 101

person soliciting such fund resides, or where the funds were

collected; provided, that any person or committee who diverts the

funds so collected from the purposes for which they were solicited

or collected shall be guilty of a Class D1 felony offense and on

conviction therefor shall be punished by confinement as provided for

in subsections B through F of Section 20N of Title 21 of the

Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-381.19 — OK Code / Title 18 / Section 18-381.19
Order – Certificate of authority
Status: in_force

The State Banking Commissioner shall act upon and issue an order

granting or denying each application for a certificate of authority.

If the Commissioner finds that the application should be granted,

the Commissioner shall designate the amount of deposit accounts

required and fix a reasonable time within which the funds subscribed

may be placed in escrow in a bank or trust company approved by the

Commissioner, to be delivered to the association after incorporation

or returned to the subscribers if incorporation is not completed.

The Commissioner may also require the incorporators to advance funds

necessary to pay organizational expenses and other expenses for

starting business, such advances to be repaid by the association

after its incorporation and the granting of its certificate of

authority, in the case of a stock association, or after its income

is sufficient to meet reserve requirements, in the case of a mutual

association, and further, in the case of a mutual association, to

Oklahoma Statutes - Title 18. Corporations Page 31

pay reasonable earnings on the deposit accounts of the association.

If and when all requirements are met, a certificate of authority

shall be issued by the Commissioner. The Secretary of State shall

file the approved certificate of incorporation upon receipt of the

incorporation fee. If the deposit accounts of the association are

to be insured, approval shall be contingent upon the making, by the

proposed association, of a bona fide application for insurance of

accounts and deposits by the Federal Deposit Insurance Corporation

and upon approval of such application by the Federal Deposit

Insurance Corporation.
Okla. Stat. tit. 18, § 18-441-1404 — OK Code / Title 18 / Section 18-441-1404
Issuance of certificate of authority
Status: in_force

ISSUANCE OF CERTIFICATE OF AUTHORITY. Unless the Secretary of

State determines that an application for a certificate of authority

does not comply with the filing requirements of the Uniform Limited

Cooperative Association Act of 2009, the Secretary of State, upon

payment by the foreign cooperative of all filing fees, shall file

the application, issue a certificate of authority, and send a copy

of the filed certificate, together with a receipt for the fees, to

the foreign cooperative or its representative.
Okla. Stat. tit. 18, § 18-438.4 — OK Code / Title 18 / Section 18-438.4
Powers of cooperative
Status: in_force

A cooperative shall have power:

1. To sue and be sued in its corporate name;

2. To have a perpetual existence unless a limited period of

duration is stated in its articles of incorporation;

3. To adopt a corporate seal and alter the same;

4. To furnish, improve and expand any or all communications

services to its members, to other persons, and through

interconnection of facilities to any number of subscribers of other

communications systems, and through pay stations to any number of

users; provided, however, that no such regulated communications

services, as determined by the Oklahoma Corporation Commission,

shall be furnished to persons located within the certified territory

of another local exchange telephone company; and provided further

that a cooperative which acquires existing communications

facilities, systems or territories may continue service to persons

who are already receiving service from such facilities and systems

or who are located or who become located within the acquired

territories. Such persons may become members as provided in the

bylaws;

5. To construct, purchase, lease as lessee, or otherwise

acquire, and to improve, expand, install, equip, maintain, and

operate, and to sell, assign, convey, lease as lessor, mortgage,

pledge, or otherwise dispose of or encumber, communication lines,

facilities or systems, lands, buildings, structures, plants and

equipment, exchanges, and any other real or personal property,

tangible or intangible, which shall be deemed necessary, convenient

or appropriate to accomplish the purpose for which the cooperative

is organized; provided, however, that a cooperative shall not

duplicate existing telephone lines, facilities or systems providing

reasonably adequate service;

6. To connect and interconnect its communication lines,

facilities or systems with other communication lines, facilities or

systems; provided that any such connection or interconnection shall

be in such manner and according to such specifications as will avoid

interference with or hazards to existing communication lines,

facilities or systems;

Oklahoma Statutes - Title 18. Corporations Page 124

7. To make its facilities available to persons furnishing

communication services within or without this state;

8. To purchase, lease as lessee, or otherwise acquire, and to

use and exercise and to sell, assign, convey, mortgage, pledge or

otherwise dispose of or encumber, franchises, rights, privileges,

licenses and easements;

9. To issue membership certificates and nonvoting shares of

stock as hereinafter provided;

10. To borrow money and otherwise contract indebtedness, and to

issue or guarantee notes, bonds, and other evidences of

indebtedness, and to secure the payment thereof by mortgage, pledge,

or deed of trust of, or any other encumbrance upon, any or all of

its then-owned or after-acquired real or personal property, assets,

franchises, or revenues;

11. To construct, maintain and operate communication lines and

facilities along, upon, under and across publicly owned lands and

public thoroughfares, including, without limitation, all roads,

highways, streets, alleys, bridges and causeways; subject, however,

to the same requirements and limitations with respect to the use or

occupancy of such thoroughfares and lands as are now or hereafter

imposed by the laws of this state;

12. To exercise the power of eminent domain in the manner

provided by the laws of this state for the exercise of such power by

other corporations constructing or operating telephone lines,

facilities or systems;

13. To become a member of other cooperatives, joint ventures,

partnerships, corporations or other legal entities or to own stock

therein;

14. To conduct its business and exercise its powers within or

without this state;

15. To adopt, amend and repeal bylaws;

16. To make any and all legal contracts necessary, convenient

or appropriate for the full exercise of the powers herein granted;

and

17. To do and perform any other acts and things, and to have

and exercise any other powers which may be necessary, convenient or

appropriate to accomplish the purpose for which the cooperative is

organized.
Okla. Stat. tit. 18, § 18-441-1602 — OK Code / Title 18 / Section 18-441-1602
Conversion
Status: in_force

CONVERSION.

(a) An entity that is not a limited cooperative association may

convert to a limited cooperative association and a limited

cooperative association may convert to an entity that is not a

limited cooperative association pursuant to this section, Sections

136 through 138 of this act, and a plan of conversion, if:

(1) The other entity’s organic law authorizes the conversion;

(2) The conversion is not prohibited by the law of the

jurisdiction that enacted the other entity’s organic law; and

(3) The other entity complies with its organic law in effecting

the conversion.

(b) A plan of conversion must be in a record and must include:

(1) The name and form of the entity before conversion;

(2) The name and form of the entity after conversion;

(3) The terms and conditions of the conversion, including the

manner and basis for converting interests in the converting entity

into any combination of money, interests in the converted entity,

and other consideration; and

(4) The organizational documents of the proposed converted

entity.
Okla. Stat. tit. 18, § 18-438.28 — OK Code / Title 18 / Section 18-438.28
Acknowledgment of instruments
Status: in_force

No person who is authorized to take acknowledgments under the

laws of this state shall be disqualified from taking acknowledgments

of instruments executed in favor of a cooperative or to which it is

a party, by reason of being an officer, trustee, member, or

shareholder of such cooperative.
Okla. Stat. tit. 18, § 18-582 — OK Code / Title 18 / Section 18-582
Transfer of membership
Status: in_force

Any regularly incorporated fraternal beneficiary society shall,

on application of its governing body, be permitted to transfer its

membership to any other society doing business in this state, and

such membership may be accepted without restriction, upon age limit

and without new medical examination on the part of the membership so

transferred where the entrance age limit of fifty-five (55) years

and a medical examination was required and made by the society so

transferring its membership.

Oklahoma Statutes - Title 18. Corporations Page 264
Okla. Stat. tit. 18, § 18-381.52a — OK Code / Title 18 / Section 18-381.52a
Additional association powers and authorities –
Status: in_force

Special or fiduciary duties or obligations.

In addition to other provisions of the Oklahoma Savings and Loan

Code relating to deposit accounts, an association may exercise the

powers and authorities applicable under the provisions of Article IX

of the Oklahoma Banking Code, Sections 901 through 907 of Title 6 of

the Oklahoma Statutes, as amended from time to time. An association

may also exercise the powers and authorities applicable under the

provisions of Article XIII of the Oklahoma Banking Code, Section

1301 et seq. of Title 6 of the Oklahoma Statutes, as amended from

time to time. Further, unless an association shall have expressly

agreed in writing to assume special or fiduciary duties or

obligations, no such duties or obligations will be imposed on the

association with respect to a depositor of the association or a

borrower, guarantor or surety, and no special or fiduciary

relationship shall be deemed to exist.
Okla. Stat. tit. 18, § 18-811 — OK Code / Title 18 / Section 18-811
Professional services through owners, managers, employees
Status: in_force

and agents.

A domestic professional entity may render professional services

in this state only through its owners, managers, employees and

agents who are duly licensed or otherwise permitted in accordance

with the provisions of this state’s licensing laws to render

professional services. A foreign professional entity may render

professional services in this state only through its owners,

managers, employees, and agents who are duly licensed or otherwise

permitted in accordance with the provisions of this state’s

Oklahoma Statutes - Title 18. Corporations Page 278

licensing laws to render professional services in this state. The

provisions of this section shall not be interpreted to include in

the term “employee”, as used herein, clerks, secretaries,

bookkeepers, technicians and other assistants who are not usually

and ordinarily considered by custom and practice to be rendering

professional services to the public for which a license is required.
Okla. Stat. tit. 18, § 18-810 — OK Code / Title 18 / Section 18-810
License requirement for managers
Status: in_force

Every manager of a domestic professional entity responsible for

the professional services or related professional services rendered

by the professional entity in this state shall be duly licensed or

otherwise permitted in accordance with the provisions of this

state’s licensing laws for the profession or related profession to

render the same professional services or related professional

services as those for which the entity is formed. Every manager of

a foreign professional entity responsible for the professional

services or related professional services rendered by the

professional entity in this state shall be duly licensed or

otherwise permitted in accordance with the provisions of this

state’s licensing laws for the profession or related profession to

render the same professional services or related professional

services as those for which the entity is formed.
Okla. Stat. tit. 18, § 18-552.4 — OK Code / Title 18 / Section 18-552.4
Persons and organizations exempt
Status: in_force

Except as otherwise specifically provided in the Oklahoma

Solicitation of Charitable Contributions Act, the provisions of

Sections 552.3 of this title shall not apply to the following

persons:

1. Organizations incorporated for religious purposes and

actually engaged in bona fide religious programs, and other

organizations directly operated, supervised, or controlled by a

religious organization;

2. Educational institutions that have a faculty, regularly

enrolled students and offer courses of study leading to the granting

of recognized degrees when solicitations of contributions are

primarily confined to its student body and their families, alumni,

Oklahoma Statutes - Title 18. Corporations Page 247

faculty and trustees and any 501(c)(3) organization authorized by

and having an established identity with such institutions;

3. Fraternal organizations, when soliciting from their own

members, and patriotic and civic organizations, when solicitation of

contributions is confined to the membership of said organizations,

and the solicitation is managed by their own membership without paid

solicitors; and

4. Persons soliciting contributions for a named individual

person, when such individual person is specified by name at the time

of solicitation, the purpose for such contribution is clearly

stated, and if the gross contributions collected, without any

deductions whatsoever for the benefit of the solicitor or any other

person, be deposited directly to an account in the name of the

beneficiary established for that purpose at a licensed local bank,

and if such contributions are used for the direct benefit of the

named individual person as beneficiary.
Okla. Stat. tit. 18, § 18-2051 — OK Code / Title 18 / Section 18-2051
Action to recover judgment - Conditions
Status: reserved

A member may bring an action in the right of the limited

liability company to recover a judgment in its favor if all of the

following conditions are met:

1. Either:

a. management of the limited liability company is vested

in a manager or managers who have the sole authority

to cause the limited liability company to sue in its

own right, or

b. management of the limited liability company is

reserved to the members but the plaintiff does not

have the authority to cause the limited liability

company to sue in its own right under the provisions

of an operating agreement; and

2. The plaintiff has made demand on those managers or those

members with such authority requesting that such managers or such

members cause the limited liability company to sue in its own right;

and

3. The members or managers with such authority have wrongfully

refused in the exercise of their business judgment to bring the

action or, after adequate time to consider the demand, have failed

to respond to such demand; and

4. The plaintiff:

a. is a member of the limited liability company at the

time of bringing the action, and

b. was a member of the limited liability company at the

time of the transaction of which he complains, or his

status as a member of the limited liability company

thereafter developed upon him pursuant to the terms of

the operating agreement from a person who was a member

at such time; and

5. The plaintiff fairly and adequately represents the interests

of the members in enforcing the rights of the limited liability

company.
Okla. Stat. tit. 18, § 18-381.28 — OK Code / Title 18 / Section 18-381.28
Members meetings
Status: in_force

An annual meeting of the members or stockholders of each

association shall be held to elect directors, and special meetings

of the members or stockholders may be called and held pursuant to

such notice as may be provided by the bylaws.
Okla. Stat. tit. 18, § 18-904 — OK Code / Title 18 / Section 18-904
Powers
Status: in_force

To accomplish its purposes, the corporation shall, subject to

the restrictions and limitations herein contained, have the

following powers:

(1) To elect, appoint, and employ officers, agents and employees

and to make contracts and incur liabilities for any of the purposes

of the corporation.

Oklahoma Statutes - Title 18. Corporations Page 285

(2) To borrow money from its members, any agency or governmental

entity of the Federal Government or the State of Oklahoma or any

agency or department thereof or any other corporation or person, for

any of the purposes of the corporation; to issue therefor its bonds,

debentures, notes or other evidence of indebtedness, whether secured

or unsecured, and to secure the same by mortgage, pledge, deed of

trust or other lien on its property, franchises, rights, and

privileges of every kind and nature, or any part thereof or interest

therein, without securing stockholder or member approval.

(3) To make loans to any person, firm, corporation, association

or trust, and to establish and regulate the terms and conditions

with respect to any such loans, provided however, that the

corporation shall not approve any application for a loan unless and

until the person applying for said loan shall show that he has

applied for the loan through ordinary banking channels and that the

loan has been refused by at least one bank or other financial

institution.

(4) To mortgage, hold, pledge or otherwise dispose of the stock,

shares, bonds, debentures, notes or other securities and evidences

of interest in, or indebtedness of, any person, firm, corporation,

joint-stock company, association or trust, and allow the owner or

holder thereof to exercise all the rights, powers and privileges of

ownership, including the right to vote thereon. In the event of

default, the Business Development Corporation must divest itself of

the acquired assets within a reasonable period of time.

(5) To cooperate with and avail itself of the facilities of the

United States Department of Commerce, the Oklahoma Parks and

Industries Board and any other similar state or federal governmental

agency; and to cooperate with and assist, and otherwise encourage

organizations in the various communities of the state in the

promotion, assistance and development of the business prosperity and

economic welfare of such communities or of this state or of any part

thereof.

(6) To do all acts and things necessary or convenient to carry

out the powers expressly granted in this act.
Okla. Stat. tit. 18, § 18-1029 — OK Code / Title 18 / Section 18-1029
Loans to Employees and Officers - Guaranty of Obligations
Status: in_force

of Employees and Officers.

LOANS TO EMPLOYEES AND OFFICERS; GUARANTY OF OBLIGATIONS

OF EMPLOYEES AND OFFICERS

Any corporation may lend money to, or guarantee any obligation

of, or otherwise assist any officer or other employee of the

corporation or of its subsidiary, including any officer or employee

who is a director of the corporation or its subsidiary whenever, in

the judgment of the directors, such loan, guaranty or assistance may

reasonably be expected to benefit the corporation. The loan,

guaranty or other assistance may be with or without interest, and

may be unsecured, or secured in such manner as the board of

directors shall approve, including, without limitation, a pledge of

shares of stock of the corporation. Nothing contained in this

section shall be construed to deny, limit or restrict the powers of

guaranty or warranty of any corporation at common law or under any

statute.
Okla. Stat. tit. 18, § 18-590 — OK Code / Title 18 / Section 18-590
Community fund or chest corporations - Notice of meetings
Status: in_force

- Quorum.

Any corporation organized under the laws of this state as a

community fund or community chest, or that may hereafter be so

organized, may give notice of the time and place of any regular or

special meeting of its members by publication for not less than two

(2) weeks previous thereto in a newspaper of general circulation in

the city or town where the principal office or place of business of

the corporation is located. At any such regular or special meeting,

the members present in person shall constitute a quorum, and a vote

of a majority of such quorum shall be sufficient to transact any or

all business properly before such meeting, including the adoption or

amendment of bylaws.
Okla. Stat. tit. 18, § 18-1206 — OK Code / Title 18 / Section 18-1206
General public benefit purpose
Status: in_force

A. A benefit corporation shall have a purpose of creating

general public benefit. This purpose is in addition to its purpose

under the Oklahoma General Corporation Act or the Oklahoma Banking

Code.

B. The certificate of incorporation of a benefit corporation

may identify one or more specific public benefits that it is the

purpose of the benefit corporation to create in addition to its

purposes under the Oklahoma General Corporation Act or the Oklahoma

Banking Code and subsection A of this section. The identification

of a specific public benefit under this subsection does not limit

the purpose of a benefit corporation to create general public

benefit under subsection A of this section.

C. The creation of general public benefit and specific public

benefit under subsections A and B of this section shall be in the

best interests of the benefit corporation.

D. A benefit corporation may amend its certificate of

incorporation to add, amend or delete the identification of a

specific public benefit that it is the purpose of the benefit

Oklahoma Statutes - Title 18. Corporations Page 532

corporation to create. In order to be effective, the amendment

shall be adopted by at least the minimum status vote.

E. A professional corporation that is a benefit corporation

shall not violate the Professional Entity Act by having the purpose

to create general public benefit or a specific public benefit.

F. A state bank or trust company that is a benefit corporation

shall not violate the Oklahoma Banking Code by having the purpose to

create general public benefit or a specific public benefit, but

nothing in the Oklahoma Benefit Corporation Act shall eliminate,

diminish or supersede the duties of a benefit corporation that is a

state bank or trust company to operate safely and soundly in

accordance with applicable regulatory requirements.
Okla. Stat. tit. 18, § 18-2030 — OK Code / Title 18 / Section 18-2030
Restrictions on distributions - Determination of
Status: in_force

prohibited distributions - Effect of distribution – Indebtedness.

RESTRICTIONS ON DISTRIBUTIONS; DETERMINATION OF PROHIBITED

DISTRIBUTIONS; EFFECT OF DISTRIBUTION; INDEBTEDNESS

A. A distribution may not be made if, after giving effect to

the distribution:

1. The limited liability company would not be able to pay its

debts as they become due in the usual course of business; or

2. The limited liability company's total assets would be less

than the sum of its total liabilities plus, unless the operating

agreement permits otherwise, the amount that would be needed, if the

limited liability company were to be dissolved at the time of the

distribution, to satisfy the preferential rights upon dissolution of

members whose preferential rights are superior to the rights of

members receiving the distribution.

B. The limited liability company may base a determination that

a distribution is not prohibited under subsection A of this section

on:

1. Financial statements prepared on the basis of accounting

practices and principles that are reasonable in the circumstances;

or

2. A fair valuation or other method that is reasonable in the

circumstances.

C. Except as provided in subsection E of this section, the

effect of a distribution under subsection A of this section is

measured as of:

1. In the case of a distribution by purchase, redemption or

other acquisition of a capital interest in the limited liability

company, the date money or other property is transferred or debt

incurred by the limited liability company; and

2. In all other cases, the date:

a. the distribution is authorized, if the payment occurs

within one hundred twenty (120) days after the date of

authorization, or

b. the payment is made if it occurs more than one hundred

twenty (120) days after the date of authorization.

D. A limited liability company's indebtedness to a member,

incurred by reason of a distribution made in accordance with this

section, is at parity with the limited liability company's

indebtedness to its general, unsecured creditors, except to the

extent subordinated by agreement.

Oklahoma Statutes - Title 18. Corporations Page 561

E. 1. If the terms of the indebtedness provide that payment of

principal and interest is to be made only if, and to the extent

that, payment of a distribution to members could then be made under

this section, indebtedness of a limited liability company, including

indebtedness issued as a distribution, is not a liability for

purposes of determinations made under subsection B of this section.

2. If the indebtedness is issued as a distribution, each

payment of principal or interest on the indebtedness is treated as a

distribution, the effect of which is measured on the date the

payment is actually made.
Okla. Stat. tit. 18, § 18-441-821 — OK Code / Title 18 / Section 18-441-821
Right of director or committee member to information
Status: in_force

RIGHT OF DIRECTOR OR COMMITTEE MEMBER TO INFORMATION. A

director or a member of a committee appointed under Section 82 of

this act may obtain, inspect, and copy all information regarding the

state of activities and financial condition of the limited

cooperative association and other information regarding the

activities of the association if the information is reasonably

related to the performance of the director’s duties as director or

the committee member’s duties as a member of the committee.

Information obtained in accordance with this section may not be used

in any manner that would violate any duty of or to the association.
Okla. Stat. tit. 18, § 18-1041 — OK Code / Title 18 / Section 18-1041
Corporation's powers respecting ownership, voting, etc
Status: in_force

of its own stock - Rights of stock called for redemption.

CORPORATION’S POWERS RESPECTING OWNERSHIP, VOTING, ETC. OF

ITS OWN STOCK; RIGHTS OF STOCK CALLED FOR REDEMPTION

A. Every corporation may purchase, redeem, receive, take, or

otherwise acquire, own, hold, sell, lend, exchange, transfer, or

otherwise dispose of, pledge, use and otherwise deal in and with its

own shares; provided, however, that no corporation shall:

1. Purchase or redeem its own shares of capital stock for cash

or other property when the capital of the corporation is impaired or

when the purchase or redemption would cause any impairment of the

capital of the corporation, except that a corporation other than a

nonstock corporation may purchase or redeem out of capital any of

its own shares which are entitled upon any distribution of its

assets, whether by dividend or in liquidation, to a preference over

another class or series of its stock, or, if no shares entitled to a

preference are outstanding, any of its own shares if such shares

will be retired upon their acquisition and the capital of the

corporation reduced in accordance with the provisions of Sections

1078 and 1079 of this title. Nothing in this subsection shall

invalidate or otherwise affect a note, debenture, or other

obligation of a corporation given by it as consideration for its

acquisition by purchase, redemption, or the exchange of its shares

of stock if at the time such note, debenture, or obligation was

delivered by the corporation its capital was not then impaired or

did not thereby become impaired;

2. Purchase, for more than the price at which they may then be

redeemed, any of its shares which are redeemable at the option of

the corporation; or

3. a. In the case of a corporation other than a nonstock

corporation, redeem any of its shares unless their

redemption is authorized by subsection B of Section

1032 of this title and then only in accordance with

the provisions of that section and the certificate of

incorporation, or

b. In the case of a nonstock corporation, redeem any of

its membership interests, unless their redemption is

authorized by the certificate of incorporation and

then only in accordance with the certificate of

incorporation.

B. Nothing in this section shall be construed to limit or

affect a corporation’s right to resell any of its shares theretofore

purchased or redeemed out of surplus and which have not been

Oklahoma Statutes - Title 18. Corporations Page 357

retired, for consideration fixed by the board of directors or by the

shareholders if the certificate of incorporation so provides.

C. Shares of a corporation’s capital stock shall neither be

entitled to vote nor be counted for quorum purposes if the shares

belong to:

1. The corporation;

2. Another corporation, if a majority of the shares entitled to

vote in the election of directors of the other corporation is held,

directly or indirectly; or

3. Any other entity, if a majority of the voting power of such

other entity is held directly or indirectly by the corporation, or

if such other entity is otherwise controlled directly or indirectly

by the corporation.

Nothing in this section shall be construed as limiting the right

of any corporation to vote stock including, but not limited to, its

own stock, held by it in a fiduciary capacity.

D. Shares which have been called for redemption shall not be

deemed to be outstanding shares for the purpose of voting or

determining the total number of shares entitled to vote on any

matter on and after the date on which written notice of redemption

has been sent to holders thereof and a sum sufficient to redeem

those shares has been irrevocably deposited or set aside to pay the

redemption price to the holders of the shares upon surrender of the

certificates.
Okla. Stat. tit. 18, § 18-433 — OK Code / Title 18 / Section 18-433
Illegal dividends - Liability of directors
Status: in_force

If the directors of such corporation shall declare and pay any

dividend or apportionment of earnings, or profits to members or

nonmembers when the corporation is insolvent or when it would be

rendered insolvent by such payment, such directors shall be jointly

and severally liable for all debts of the corporation then existing

and for all such debts as shall be thereafter incurred while they

shall respectively continue in office. Any director may relieve

himself from such liability at any time before the time fixed for

Oklahoma Statutes - Title 18. Corporations Page 105

the payment of such dividend or apportionment by filing a

certificate in writing of his objection with the secretary of the

corporation, and with the county clerk of the county in which the

principal office is located.
Okla. Stat. tit. 18, § 18-441-503 — OK Code / Title 18 / Section 18-441-503
No power as member to bind association
Status: in_force

NO POWER AS MEMBER TO BIND ASSOCIATION. A member, solely by

reason of being a member, may not act for or bind the limited

cooperative association.
Okla. Stat. tit. 18, § 18-381.13 — OK Code / Title 18 / Section 18-381.13
Savings and loan administrator
Status: in_force

The State Banking Commissioner may appoint a savings and loan

administrator with special duties and authority of conducting and

supervising examinations of associations in addition to such other

duties as the Commissioner may assign to the savings and loan

administrator.

The bond of the savings and loan administrator shall be the same

as that set for the Deputy State Banking Commissioner.
Okla. Stat. tit. 18, § 18-1006v2 — OK Code / Title 18 / Section 18-1006v2
Certificate of incorporation - contents
Status: reserved

CERTIFICATE OF INCORPORATION; CONTENTS

A. The certificate of incorporation shall set forth:

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

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

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

Oklahoma Statutes - Title 18. Corporations Page 304

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

punctuation, or words or abbreviations thereof, with or without

punctuation, of like import of foreign countries or jurisdictions;

provided that such abbreviations are written in Roman characters or

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

records in the Office of the Secretary of State from:

a. names of other corporations, whether domestic or

foreign, then existing or which existed at any time

during the preceding three (3) years,

b. names of partnerships whether general or limited, or

domestic or foreign, then in good standing or

registered or which were in good standing or

registered at any time during the preceding three (3)

years,

c. names of limited liability companies, whether domestic

or foreign, then in good standing or registered or

which were in good standing or registered at any time

during the preceding three (3) years,

d. trade names or fictitious names filed with the

Secretary of State, or

e. corporate, limited liability company or limited

partnership names reserved with the Secretary of

State;

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

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

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

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

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

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

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

be organized under the general corporation law of this state, and by

such statement all lawful acts and activities shall be within the

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

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

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

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

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

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

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

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

the corporation shall have authority to issue and the number of

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

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

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

class. The provisions of this paragraph shall not apply to

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

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

Oklahoma Statutes - Title 18. Corporations Page 305

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

capital stock shall be stated in the certificate of incorporation.

The provisions of this paragraph shall not apply to nonstock

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

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

the certificate of incorporation. The conditions of membership, or

other criteria for identifying members, of nonstock corporations

shall likewise be stated in the certificate of incorporation or the

bylaws. Nonstock corporations shall have members, but the failure

to have members shall not affect otherwise valid corporate acts or

work a forfeiture or dissolution of the corporation. Nonstock

corporations may provide for classes or groups of members having

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

future creation of additional classes or groups of members having

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

established, including rights, powers and duties senior to existing

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

Oklahoma General Corporation Act, nonstock corporations may also

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

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

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

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

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

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

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

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

provisions referred to in the three preceding sentences may be set

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

the certificate of incorporation nor the bylaws of a nonstock

corporation state the conditions of membership, or other criteria

for identifying members, the members of the corporation shall be

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

of the governing body pursuant to the certificate of incorporation

or bylaws of such corporation or otherwise until thereafter

otherwise provided by the certificate of incorporation or the

bylaws;

5. The name and mailing address of the incorporator or

incorporators;

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

terminate upon the filing of the certificate of incorporation, the

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

directors until the first annual meeting of shareholders or until

their successors are elected and qualify;

7. If the corporation is not for profit:

a. that the corporation does not afford pecuniary gain,

incidentally or otherwise, to its members as such,

Oklahoma Statutes - Title 18. Corporations Page 306

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

governing body,

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

elected at the first meeting, and

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

address of the location of the church.

The restriction on affording pecuniary gain to members shall not

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

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

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

otherwise provide in its certificate of incorporation:

a. that the corporation is organized exclusively for

charitable, religious, educational, and scientific

purposes including, for such purposes, the making of

distributions to organizations that qualify as exempt

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

Revenue Code, or the corresponding section of any

future federal tax code,

b. that upon the dissolution of the corporation, its

assets shall be distributed for one or more exempt

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

the Internal Revenue Code, or the corresponding

section of any future federal tax code, for a public

purpose, and

c. that the corporation complies with the requirements in

paragraph 7 of this subsection.

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

certificate of incorporation pursuant to the provisions of

subsection A of this section, the certificate of incorporation may

also contain any or all of the following matters:

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

conduct of the affairs of the corporation, and any provision

creating, defining, limiting and regulating the powers of the

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

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

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

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

provision which is required or permitted by any provision of the

Oklahoma General Corporation Act to be stated in the bylaws may

instead be stated in the certificate of incorporation;

2. The following provisions, in substantially the following

form:

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

“Whenever a compromise or arrangement is proposed

between this corporation and its creditors or any

class of them and/or between this corporation and its

shareholders or any class of them, any court of

Oklahoma Statutes - Title 18. Corporations Page 307

equitable jurisdiction within this state, on the

application in a summary way of this corporation or of

any creditor or shareholder thereof or on the

application of any receiver or receivers appointed for

this corporation under the provisions of Section 1106

of this title or on the application of trustees in

dissolution or of any receiver or receivers appointed

for this corporation under the provisions of Section

1100 of this title, may order a meeting of the

creditors or class of creditors, and/or of the

shareholders or class of shareholders of this

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

such manner as the court directs. If a majority in

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

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

shareholders or class of shareholders of this

corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of

this corporation as a consequence of such compromise

or arrangement, the compromise or arrangement and the

reorganization, if sanctioned by the court to which

the application has been made, shall be binding on all

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

shareholders or class of shareholders, of this

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

corporation”, and

b. for a nonstock corporation:

“Whenever a compromise or arrangement is proposed

between this corporation and its creditors or any

class of them and/or between this corporation and its

members or any class of them, any court of equitable

jurisdiction within this state may, on the application

in a summary way of this corporation or of any

creditor or member thereof or on the application of

any receiver or receivers appointed for this

corporation under the provisions of Section 1106 of

this title or on the application of trustees in

dissolution or of any receiver or receivers appointed

for this corporation under the provisions of Section

1100 of this title, order a meeting of the creditors

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

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

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

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

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

of the members or class of members of this

corporation, as the case may be, agree to any

Oklahoma Statutes - Title 18. Corporations Page 308

compromise or arrangement and to any reorganization of

this corporation as a consequence of such compromise

or arrangement, the compromise or arrangement and the

reorganization, if sanctioned by the court to which

the application has been made, shall be binding on all

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

members or class of members, of this corporation, as

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

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

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

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

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

or series thereof, or to any securities of the corporation

convertible into such stock. No shareholder shall have any

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

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

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

certificate of incorporation. Preemptive rights, if granted, shall

not extend to fractional shares;

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

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

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

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

General Corporation Act;

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

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

perpetual existence;

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

corporation on its shareholders to a specified extent and upon

specified conditions; otherwise, the shareholders of a corporation

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

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

or acts; or

7. A provision eliminating or limiting the personal liability

of a director or officer to the corporation or its shareholders for

monetary damages for breach of fiduciary duty as a director or

officer, provided that such provision shall not eliminate or limit

the liability of:

a. a director or officer for any breach of the director’s

or officer’s duty of loyalty to the corporation or its

shareholders,

b. a director or officer for acts or omissions not in

good faith or which involve intentional misconduct or

a knowing violation of law,

c. a director under Section 1053 of this title,

Oklahoma Statutes - Title 18. Corporations Page 309

d. a director or officer for any transaction from which

the director or officer derived an improper personal

benefit, or

e. an officer in any action by or in the right of the

corporation.

No such provision shall eliminate or limit the liability of a

director or officer for any act or omission occurring before the

date when such provision becomes effective. An amendment, repeal,

or elimination of such provision shall not affect its application

with respect to an act or omission by a director or officer

occurring before the amendment, repeal, or elimination of the

provision unless the provision provides otherwise at the time of the

act or omission.

Any reference in this subsection to a director shall be deemed

to refer to such other persons who, under a provision of the

certificate of incorporation in accordance with subsection A of

Section 1027 of this title, exercises or performs any of the powers

or duties otherwise conferred or imposed upon the board of directors

under this title.

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

incorporation any of the powers conferred on corporations by the

provisions of the Oklahoma General Corporation Act.

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

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

subsection B of this section, and provisions included under

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

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

nonstock corporation is authorized to issue, any provision of the

certificate of incorporation may be made dependent upon facts

ascertainable outside the instrument, provided that the manner in

which the facts shall operate upon the provision is clearly and

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

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

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

the corporation.
Okla. Stat. tit. 18, § 18-441-703 — OK Code / Title 18 / Section 18-441-703
Duration of marketing contract
Status: in_force

DURATION OF MARKETING CONTRACT. The initial duration of a

marketing contract may not exceed ten (10) years, but the contract

may be self-renewing for additional periods not exceeding five (5)

years each. Unless the contract provides for another manner or time

for termination, either party may terminate the contract by giving

notice in a record at least ninety (90) days before the end of the

current term.