Okla. Stat. tit. 18, § 18-1088 — OK Code / Title 18 / Section 18-1088
Status, Rights, Liabilities, etc. of Constituent and
Status: in_force

Surviving or Resulting Corporations Following Merger or

Consolidation.

STATUS, RIGHTS, LIABILITIES, ETC. OF CONSTITUENT AND SURVIVING

OR RESULTING CORPORATIONS FOLLOWING MERGER OR CONSOLIDATION

When any merger or consolidation shall have become effective

pursuant to the provisions of the Oklahoma General Corporation Act,

for all purposes of the laws of this state the separate existence of

all the constituent corporations, or of all such constituent

corporations except the one into which the other or others of such

constituent corporations have been merged, as the case may be, shall

cease and the constituent corporations shall become a new

corporation, or be merged into one of such corporations, as the case

may be, possessing all the rights, privileges, powers and franchises

as well of public as of a private nature, and being subject to all

the restrictions, disabilities and duties of each of such

Oklahoma Statutes - Title 18. Corporations Page 441

corporations so merged or consolidated; and all and singular, the

rights, privileges, powers and franchises of each of said

corporations, and all property, real, personal and mixed, and all

debts due to any of said constituent corporations on whatever

account, as well for stock subscriptions as all other things in

action or belonging to each of such corporations shall be vested in

the corporation surviving or resulting from such merger or

consolidation; and all property, rights, privileges, powers and

franchises, and all and every other interest shall be thereafter as

effectually the property of the surviving or resulting corporation

as they were of the several and respective constituent corporations,

and the title to any real estate vested by deed or otherwise, under

the laws of this state, in any of such constituent corporations,

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

provisions of the Oklahoma General Corporation Act; but all rights

of creditors and all liens upon any property of any of said

constituent corporations shall be preserved unimpaired, and all

debts, liabilities and duties of the respective constituent

corporations, from that time forward, shall attach to said surviving

or resulting corporation, and may be enforced against it to the same

extent as if said debts, liabilities and duties had been incurred or

contracted by it.
Okla. Stat. tit. 18, § 18-441-823 — OK Code / Title 18 / Section 18-441-823
Resignation and removal of officers
Status: in_force

RESIGNATION AND REMOVAL OF OFFICERS.

(a) The board of directors may remove an officer at any time

with or without cause.

(b) An officer of a limited cooperative association may resign

at any time by giving notice in a record to the association. Unless

the notice specifies a later time, the resignation is effective when

the notice is given.
Okla. Stat. tit. 18, § 18-2071 — OK Code / Title 18 / Section 18-2071
Industry-recognized cybersecurity framework
Status: in_force

A covered entity's cybersecurity program, as described in

Section 3 of this act, reasonably conforms to an industry-recognized

cybersecurity framework for purposes of that section if this section

is satisfied:

1. The covered entity is subject to the requirements of the

laws or regulations listed below, and the cybersecurity program

Oklahoma Statutes - Title 18. Corporations Page 627

reasonably conforms to the entirety of the current version of both

of the following, subject to paragraph 2 of this section:

a. the security requirements of the Health Insurance

Portability and Accountability Act of 1996, as set

forth in 45 CFR Part 164 Subpart C, and

b. the Health Information Technology for Economic and

Clinical Health Act, as set forth in 45 CFR Part 162;

and

2. When a framework listed in paragraph 1 of this section is

amended, a covered entity whose cybersecurity program reasonably

conforms to that framework shall reasonably conform to the amended

framework not later than one (1) year after the effective date of

the amended framework.
Okla. Stat. tit. 18, § 18-1090.3 — OK Code / Title 18 / Section 18-1090.3
Business combinations with interested shareholders
Status: in_force

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

A. Notwithstanding any other provisions of this title, a

corporation shall not engage in any business combination with any

interested shareholder for a period of three (3) years following the

time that the person became an interested shareholder, unless:

1. Prior to that time, the board of directors of the

corporation approved either the business combination or the

transaction which resulted in the person becoming an interested

shareholder;

2. Upon consummation of the transaction which resulted in the

person becoming an interested shareholder, the interested

shareholder owned at least eighty-five percent (85%) of the

outstanding voting stock of the corporation at the time the

transaction commenced, excluding for purposes of determining the

outstanding voting stock, but not the outstanding voting stock owned

by the interested shareholder, those shares owned by:

Oklahoma Statutes - Title 18. Corporations Page 450

a. persons who are directors and also officers, and

b. employee stock plans in which employee participants do

not have the right to determine confidentially whether

shares held subject to the plan will be tendered in a

tender or exchange offer; or

3. At or subsequent to such time, the business combination is

approved by the board of directors and authorized at an annual or

special meeting of shareholders, and not by written consent, by the

affirmative vote of at least two-thirds (2/3) of the outstanding

voting stock which is not owned by the interested shareholder.

B. The restrictions contained in this section shall not apply

if:

1. The corporation’s original certificate of incorporation

contains a provision expressly electing not to be governed by this

section;

2. The corporation, by action of its board of directors,

adopted an amendment to its bylaws by November 30, 1991, expressly

electing not to be governed by this section, which amendment shall

not be further amended by the board of directors;

3. a. The corporation, with the approval of its

shareholders, adopts an amendment to its certificate

of incorporation or bylaws expressly electing not to

be governed by this section; provided that, in

addition to any other vote required by law, an

amendment to the certificate of incorporation or

bylaws must be adopted by the affirmative vote of a

majority of the outstanding voting stock of the

corporation.

b. In the case of a corporation that both:

(1) has never had a class of voting stock that falls

within any of the two categories set out in

paragraph 4 of this subsection, and

(2) has not elected by a provision in its original

certificate of incorporation or any amendment

thereto to be governed by this section, such

amendment shall become effective upon (i) in the

case of an amendment to the certificate of

incorporation, the date and time at which the

certificate filed in accordance with Section 1007

of this title becomes effective, or (ii) in the

case of an amendment to the bylaws, the date of

the adoption of such amendment.

c. In all other cases, an amendment adopted pursuant to

this paragraph shall become effective (i) in the case

of an amendment to the certificate of incorporation,

twelve (12) months after the date and time at which

the certificate filed in accordance with Section 1007

Oklahoma Statutes - Title 18. Corporations Page 451

of this title becomes effective, or (ii) in the case

of an amendment to the bylaws, twelve (12) months

after the date of the adoption of such amendment, and

in either case, the election not to be governed by

this section shall not apply to any business

combination between a corporation and any person who

became an interested shareholder of the corporation on

or before (i) in the case of an amendment to the

certificate of incorporation, the date and time at

which the certificate filed in accordance with Section

1007 of this title becomes effective, or (ii) in the

case of an amendment to the bylaws, the date of the

adoption of such amendment. A bylaw amendment adopted

pursuant to this paragraph shall not be further

amended by the board of directors;

4. The corporation does not have a class of voting stock that

is:

a. listed on a national securities exchange, or

b. held of record by one thousand or more shareholders,

unless any of the foregoing results from action taken,

directly or indirectly, by an interested shareholder

or from a transaction in which a person becomes an

interested shareholder;

5. A person becomes an interested shareholder inadvertently

and:

a. as soon as practicable divests itself of ownership of

sufficient shares so that the person ceases to be an

interested shareholder, and

b. would not, at any time within the three-year period

immediately prior to a business combination between

the corporation and the person, have been an

interested shareholder but for the inadvertent

acquisition;

6. a. The business combination is proposed prior to the

consummation or abandonment of, and subsequent to the

earlier of the public announcement or the notice

required hereunder of, a proposed transaction which:

(1) constitutes one of the transactions described in

subparagraph b of this paragraph,

(2) is with or by a person who:

(a) was not an interested shareholder during the

previous three (3) years, or

(b) became an interested shareholder with the

approval of the corporation’s board of

directors or during the period described in

paragraph 7 of this subsection, and

Oklahoma Statutes - Title 18. Corporations Page 452

(3) is approved or not opposed by a majority of the

members of the board of directors then in office,

but not less than one, who were directors prior

to any person becoming an interested shareholder

during the previous three (3) years or were

recommended for election or elected to succeed

the directors by a majority of the directors.

b. The proposed transactions referred to in subparagraph

a of this paragraph are limited to:

(1) a share acquisition pursuant to Section 1090.1 of

this title, or a merger or consolidation of the

corporation, except for a merger in respect of

which, pursuant to subsection F or G of Section

1081 of this title, no vote of the shareholders

of the corporation is required,

(2) a sale, lease, exchange, mortgage, pledge,

transfer, or other disposition, in one

transaction or a series of transactions, whether

as part of a dissolution or otherwise, of assets

of the corporation or of any direct or indirect

majority-owned subsidiary of the corporation,

other than to any direct or indirect wholly owned

subsidiary or to the corporation, having an

aggregate market value equal to fifty percent

(50%) or more of either the aggregate market

value of all of the assets of the corporation

determined on a consolidated basis or the

aggregate market value of all the outstanding

stock of the corporation, or

(3) a proposed tender or exchange offer for

outstanding stock of the corporation which

represents fifty percent (50%) or more of the

outstanding voting stock of the corporation. The

corporation shall give not less than twenty (20)

days’ notice to all interested shareholders prior

to the consummation of any of the transactions

described in divisions (1) or (2) of this

subparagraph; or

7. The business combination is with an interested shareholder

who became an interested shareholder at a time when the restriction

contained in this section did not apply by reason of any of

paragraphs 1 through 4 of this subsection; provided, however, that

this paragraph shall not apply if, at the time the interested

shareholder became an interested shareholder, the corporation’s

certificate of incorporation contained a provision authorized by

subsection C of this section.

Oklahoma Statutes - Title 18. Corporations Page 453

C. Notwithstanding paragraphs 1, 2, 3 and 4 of subsection B of

this section, a corporation may elect by a provision of its original

certificate of incorporation or any amendment thereto to be governed

by this section; provided, that any amendment to the certificate of

incorporation shall not apply to restrict a business combination

between the corporation and an interested shareholder of the

corporation if the interested shareholder became an interested

shareholder before the date and time at which the certificate filed

in accordance with Section 1007 of this title becomes effective.

D. As used in this section:

1. “Affiliate” means a person that directly, or indirectly

through one or more intermediaries, controls, or is controlled by,

or is under common control with, another person;

2. “Associate”, when used to indicate a relationship with any

person, means:

a. any corporation, partnership, unincorporated

association, or other entity of which the person is a

director, officer, or partner or is the owner of

twenty percent (20%) or more of any class of voting

stock,

b. any trust or other estate in which the person has at

least a twenty-percent beneficial interest or as to

which such person serves as trustee or in a similar

fiduciary capacity, and

c. any relative or spouse of the person, or any relative

of the spouse, who has the same residence as the

person;

3. “Business combination”, when used in reference to any

corporation and any interested shareholder of the corporation,

means:

a. any merger or consolidation of the corporation or any

direct or indirect majority-owned subsidiary of the

corporation with:

(1) the interested shareholder, or

(2) any other corporation, partnership,

unincorporated association, or other entity if

the merger or consolidation is caused by the

interested shareholder and, as a result of the

merger or consolidation subsection A of this

section is not applicable to the surviving

entity,

b. any sale, lease, exchange, mortgage, pledge, transfer,

or other disposition, in one transaction or a series

of transactions, except proportionately as a

shareholder of the corporation, to or with the

interested shareholder, whether as part of a

dissolution or otherwise, of assets of the corporation

Oklahoma Statutes - Title 18. Corporations Page 454

or of any direct or indirect majority-owned subsidiary

of the corporation which assets have an aggregate

market value equal to ten percent (10%) or more of

either the aggregate market value of all the assets of

the corporation determined on a consolidated basis or

the aggregate market value of all the outstanding

stock of the corporation,

c. any transaction which results in the issuance or

transfer by the corporation or by any direct or

indirect majority-owned subsidiary of the corporation

of any stock of the corporation or of the subsidiary

to the interested shareholder, except:

(1) pursuant to the exercise, exchange, or conversion

of securities exercisable for, exchangeable for,

or convertible into stock of the corporation or

any subsidiary which securities were outstanding

prior to the time that the interested shareholder

became an interested shareholder,

(2) pursuant to a merger under subsection G of

Section 1081 of this title,

(3) pursuant to a dividend or distribution paid or

made, or the exercise, exchange, or conversion of

securities exercisable for, exchangeable for, or

convertible into stock of the corporation or any

subsidiary which security is distributed, pro

rata, to all holders of a class or series of

stock of the corporation subsequent to the time

the interested shareholder became an interested

shareholder,

(4) pursuant to an exchange offer by the corporation

to purchase stock made on the same terms to all

holders of the stock, or

(5) any issuance or transfer of stock by the

corporation; provided, however, that in no case

under divisions (3) through (5) of this

subparagraph shall there be an increase in the

interested shareholder’s proportionate share of

the stock of any class or series of the

corporation or of the voting stock of the

corporation,

d. any transaction involving the corporation or any

direct or indirect majority-owned subsidiary of the

corporation which has the effect, directly or

indirectly, of increasing the proportionate share of

the stock of any class or series, or securities

convertible into the stock of any class or series, or

the outstanding voting stock, of the corporation or of

Oklahoma Statutes - Title 18. Corporations Page 455

any subsidiary which is owned by the interested

shareholder, except as a result of immaterial changes

due to fractional share adjustments or as a result of

any purchase or redemption of any shares of stock not

caused, directly or indirectly, by the interested

shareholder,

e. any receipt by the interested shareholder of the

benefit, directly or indirectly, except

proportionately as a shareholder of the corporation,

of any loans, advances, guarantees, pledges, or other

financial benefits, other than those expressly

permitted in subparagraphs a through d of this

paragraph, provided by or through the corporation or

any direct or indirect majority-owned subsidiary, or

f. any share acquisition by the interested shareholder

from the corporation or any direct or indirect

majority-owned subsidiary of the corporation pursuant

to Section 1090.1 of this title;

4. “Control” including the terms “controlling”, “controlled by”

and “under common control with”, means the possession, directly or

indirectly, of the power to direct or cause the direction of the

management and policies of a person, whether through the ownership

of voting stock, by contract, or otherwise. A person who is the

owner of twenty percent (20%) or more of the outstanding voting

stock of any corporation, partnership, unincorporated association or

other entity shall be presumed to have control of the entity, in the

absence of proof by a preponderance of the evidence to the contrary.

Notwithstanding the foregoing, a presumption of control shall not

apply where the person holds stock, in good faith and not for the

purpose of circumventing this section, as an agent, bank, broker,

nominee, custodian, or trustee for one or more owners who do not

individually or as a group have control of the entity;

5. a. “Interested shareholder” means:

(1) any person, other than the corporation and any

direct or indirect majority-owned subsidiary of

the corporation, that:

(a) is the owner of fifteen percent (15%) or

more of the outstanding voting stock of the

corporation, or

(b) is an affiliate or associate of the

corporation and was the owner of fifteen

percent (15%) or more of the outstanding

voting stock of the corporation at any time

within the three-year period immediately

prior to the date on which it is sought to

be determined whether the person is an

interested shareholder, and

Oklahoma Statutes - Title 18. Corporations Page 456

(2) the affiliates and associates of the person.

b. “Interested shareholder” shall not mean:

(1) any person who:

(a) owned shares in excess of the fifteen

percent (15%) limitation set forth herein as

of, or acquired such shares pursuant to a

tender offer commenced prior to, September

1, 1991, or pursuant to an exchange offer

announced prior to September 1, 1991, and

commenced within ninety (90) days thereafter

and either:

i. continued to own shares in excess of

the fifteen percent (15%) limitation or

would have but for action by the

corporation, or

ii. is an affiliate or associate of the

corporation and so continued, or so

would have continued but for action by

the corporation, to be the owner of

fifteen percent (15%) or more of the

outstanding voting stock of the

corporation at any time within the

three-year period immediately prior to

the date on which it is sought to be

determined whether the person is an

interested shareholder, or

(b) acquired the shares from a person described

in subdivision (a) of this division by gift,

inheritance, or in a transaction in which no

consideration was exchanged, or

(2) any person whose ownership of shares in excess of

the fifteen percent (15%) limitation set forth

herein is the result of action taken solely by

the corporation; provided, that the person shall

be an interested shareholder if thereafter the

person acquires additional shares of voting stock

of the corporation, except as a result of further

corporate action not caused, directly or

indirectly, by the person.

c. For the purpose of determining whether a person is an

interested shareholder, the stock of the corporation

deemed to be outstanding shall include stock deemed to

be owned by the person through application of

paragraph 9 of this subsection, but shall not include

any other unissued stock of the corporation which may

be issuable pursuant to any agreement, arrangement, or

Oklahoma Statutes - Title 18. Corporations Page 457

understanding, or upon exercise of conversion rights,

warrants, or options, or otherwise;

6. “Person” means any individual, corporation, partnership,

unincorporated association, any other entity, any group and any

member of a group;

7. “Stock” means, with respect to any corporation, capital

stock and, with respect to any other entity, any equity interest;

8. “Voting stock” means, with respect to any corporation, stock

of any class or series entitled to vote generally in the election of

directors and, with respect to any entity that is not a corporation,

any equity interest entitled to vote generally in the election of

the governing body of the entity. Every reference to a percentage

of voting stock refers to the percentage of the votes of the voting

stock; and

9. “Owner” including the terms “own” and “owned”, when used

with respect to any stock, means a person who individually or with

or through any of its affiliates or associates:

a. beneficially owns the stock, directly or indirectly,

or

b. has:

(1) the right to acquire the stock, whether the right

is exercisable immediately or only after the

passage of time, pursuant to any agreement,

arrangement, or understanding, or upon the

exercise of conversion rights, exchange rights,

warrants, or options, or otherwise; provided,

however, that a person shall not be deemed the

owner of stock tendered pursuant to a tender or

exchange offer made by the person or any of the

person’s affiliates or associates until the

tendered stock is accepted for purchase or

exchange, or

(2) the right to vote the stock pursuant to any

agreement, arrangement or understanding;

provided, however, that a person shall not be

deemed the owner of any stock because of the

person’s right to vote the stock if the

agreement, arrangement or understanding to vote

the stock arises solely from a revocable proxy or

consent given in response to a proxy or consent

solicitation made to ten or more persons, or

c. has any agreement, arrangement or understanding for

the purpose of acquiring, holding or voting, except

voting pursuant to a revocable proxy or consent as

described in division (2) of subparagraph b of this

paragraph, or disposing of the stock with any other

person that beneficially owns, or whose affiliates or

Oklahoma Statutes - Title 18. Corporations Page 458

associates beneficially own, directly or indirectly,

the stock.

E. No provisions of a certificate of incorporation or bylaw

shall require, for any vote of shareholders required by this

section, a greater vote of shareholders than that specified in this

section.
Okla. Stat. tit. 18, § 18-381.57 — OK Code / Title 18 / Section 18-381.57
Loans
Status: in_force

Associations shall have power to invest, sell, or otherwise deal

in loans or other investments to the same extent permitted for

federal associations, except as otherwise provided by the rules of

the State Banking Commissioner.
Okla. Stat. tit. 18, § 18-2049 — OK Code / Title 18 / Section 18-2049
Foreign limited liability company - Acts not constituting
Status: in_force

transacting business in state.

FOREIGN LIMITED LIABILITY COMPANY – ACTS NOT

CONSTITUTING TRANSACTING BUSINESS IN STATE

Oklahoma Statutes - Title 18. Corporations Page 575

A. The following activities of a foreign limited liability

company, among others, do not constitute transacting business within

the meaning of this act:

1. Maintaining, defending, or settling any proceeding;

2. Holding meetings of its members or carrying on any other

activities concerning its internal affairs;

3. Maintaining bank accounts;

4. Maintaining offices or agencies for the transfer, exchange

and registration of the foreign limited liability company’s own

securities or maintaining trustees or depositaries with respect to

those securities;

5. Selling through independent contractors;

6. Soliciting or obtaining orders, whether by mail or through

employees or agents or otherwise, if the orders require acceptance

outside this state before they become contracts;

7. Creating or acquiring indebtedness, mortgages and security

interests in real or personal property;

8. Securing or collecting debts or enforcing mortgages and

security interest in property securing the debts, including the

holding, protecting, renting, maintaining and operating real or

personal property in this state so acquired;

9. Transacting business wholly in interstate commerce;

10. Selling or transferring title to property in this state to

any person;

11. Conducting an isolated transaction that is completed within

thirty (30) days and that is not one in the course of repeated

transactions of a like nature; or

12. Investing in or acquiring royalties or other non-operating

mineral or leasehold interests and the execution of division orders,

contracts for sale, leases and other instruments incidental to the

ownership of the nonoperating interests.

B. For the purposes of this section, any foreign limited

liability company which owns income-producing real or tangible

personal property in this state, other than property exempted by

subsection A of this section, will be considered transacting

business in this state.

C. A person shall not be deemed to be doing business in this

state solely by reason of being a member or manager of a domestic

limited liability company or a foreign limited liability company.

D. This section does not apply in determining the contracts or

activities that may subject a foreign limited liability company to

service of process or taxation in this state or to regulation under

any other law of this state.
Okla. Stat. tit. 18, § 18-381.29 — OK Code / Title 18 / Section 18-381.29
Voting by proxy
Status: in_force

At any meeting of the members or stockholders of an association

or federal association voting may be in person or by proxy

appointing a person or group to cast the votes of the member or

stockholder, provided that no proxy shall be eligible to be voted at

any meeting unless such proxy shall have been filed with the

association at least five (5) days prior to the date of the meeting.

Unless otherwise specified in the proxy, every proxy shall continue

in force from year to year until revoked by a writing duly delivered

to the secretary or until superseded by a subsequent proxy.
Okla. Stat. tit. 18, § 18-1020 — OK Code / Title 18 / Section 18-1020
Limitations Upon Real Estate Ownership
Status: in_force

LIMITATIONS UPON REAL ESTATE OWNERSHIP

A. No corporation of any sort, whether coming within the

general scope of the Oklahoma General Corporation Act or not, except

as provided for in this section, shall own, hold, or take any real

estate located in this state outside of any incorporated city or

town, or any addition thereto.

B. The provisions of the Oklahoma General Corporation Act shall

not be construed to prohibit the owning, holding or taking of: 1.

Such real estate as is necessary and proper for carrying on the

business for which any corporation has been lawfully formed or

domesticated in this state;

Oklahoma Statutes - Title 18. Corporations Page 327

2. Naked title to real estate by any trust company, as trustee,

to be held solely as security for indebtedness pursuant to such

trust or as trustee of an express or testamentary trust for the

benefit of natural persons;

3. Any real estate mortgage held by any corporation to secure

any loan or debt; 4. Any real estate acquired by any corporation

upon the foreclosure of any real estate mortgage held by such

corporation or acquired in the collection of any loan or debt due

such corporation, except as provided for in subsection C of this

section; or

5. Any real estate acquired by any corporation for lease or

sale to any other corporation, if such latter corporation could have

legally acquired the same in the first instance.

C. Any real estate located in this state outside of any

incorporated city or town, or any addition thereto, acquired by any

corporation by mortgage foreclosure or in collection of debt as

provided for in paragraph 4 of subsection B of this section, shall

be sold and disposed of within seven (7) years from such

acquisition.

D. The provisions of subsections A through C of this section

shall not apply to religious, educational, charitable or scientific

corporations, owning or holding taxable property.

E. 1. Any person who takes or holds any real estate for the

use or benefit of any corporation with the intent of evading the

provisions of this section, shall, upon conviction, be deemed guilty

of a misdemeanor and punished by a fine of not less than Fifty

Dollars ($50.00) nor more than Five Hundred Dollars ($500.00) or by

imprisonment in the county jail for a term not less than thirty (30)

days nor more than six (6) months, or by both such fine and

imprisonment.

2. Any corporation that fails or refuses to file a statement as

required by the provisions of subsection F of this section shall,

upon conviction, be deemed guilty of a misdemeanor and punished by a

fine not exceeding One Thousand Dollars ($1,000.00).

F. 1. On or before the first day of April of each year, every

corporation holding any real estate in contravention of the

provisions of this section shall file in the office of the county

clerk of each county where such real estate is located, a statement

in duplicate containing the legal description of each tract, piece,

or parcel of real estate so owned or acquired, the date of the

acquisition of each tract, piece, or parcel, the amount of the last

preceding assessed valuation thereof and the purpose and method of

the acquisition thereof. The statement shall be verified by the

oath of an officer or duly appointed agent of the corporation.

2. The county clerk shall keep a permanent index and record of

each statement filed by corporations pursuant to the provisions of

this subsection in a permanent record book, which shall be in the

Oklahoma Statutes - Title 18. Corporations Page 328

form prescribed by the State Auditor and Inspector. One copy of

each statement so filed shall be retained as a part of the permanent

records of the office of the county clerk.

3. Within thirty (30) days after the statement provided for in

paragraph 1 of this subsection is filed, the county clerk shall

deliver the other duplicate to the district attorney of such county.

G. 1. Any corporation owning or holding any real estate in

violation of the provisions of subsections A through E of this

section, in addition to other penalties provided for in the Oklahoma

General Corporation Act, shall be required to pay, for each year, or

fraction thereof, during which such title or interest is thus

unlawfully owned or held, the following penalties:

a. For the first year, one percent (1%) of the assessed

value of such real estate unlawfully owned or held;

b. For the second year, two percent (2%) thereof;

c. For the third year, three percent (3%) thereof;

d. For the fourth year, four percent (4%) thereof;

e. For the fifth year, five percent (5%) thereof;

f. For the sixth year, six percent (6%) thereof; and

g. For each year thereafter, six percent (6%) thereof.

2. Provided, however, that no corporation shall be subject to

more than one penalty, for each calendar year, for each tract, piece

or parcel of real estate thus held in violation of the provisions of

this section, but the penalties provided for in paragraph 1 of this

subsection shall be cumulative.

3. In determining the penalty under this subsection, the

assessed value of the real estate fixed for the purpose of levying

ad valorem taxes, which last shall have become due and payable

preceding the date of the accrual of such penalty, shall be taken.

4. The penalties, upon collection, shall be immediately paid

over to the Commissioners of the Land Office for credit to the

permanent school fund of this state created pursuant to Section 2 of

Article XI of the Oklahoma Constitution.

5. The state shall have a lien against any piece, parcel or

tract of real estate to secure the payment of all penalties,

interest, and fees accruing from such unlawful owning or holding of

any such real estate; provided, that such lien shall not attach

thereto, or in any way affect the title thereof, until an action to

subject such real estate to such lien and a foreclosure thereof has

been instituted in the district court of the county where such real

estate is located. Filing of such action shall be notice lis

pendens and anyone thereafter acquiring any such real estate shall

take it subject to such lien.

H. 1. Whenever the district attorney of any county has reason

to believe that any real estate located in such county is owned or

held by a corporation in violation of the provisions of this

Oklahoma Statutes - Title 18. Corporations Page 329

section, the district attorney shall give written notice to such

corporation that:

a. it is subject to the penalties provided for in this

section;

b. such penalties must be paid to the district attorney

within thirty (30) days from the date of such notice;

and

c. there is additionally due and payable to the district

attorney a collection fee equal to fifteen percent

(15%) of the total penalties collected as to any

tract, piece or parcel of real estate which is

unlawfully owned or held. If the institution of an

action is necessary to procure a judgment for the

collection of such penalties, the collection fee shall

be increased to twenty-five percent (25%) of the

penalty recovered, and in no event less than One

Hundred Dollars ($100.00). Such fee shall be retained

by the district attorney as remuneration for services

rendered in collecting such penalties, which shall be

in addition to any compensation otherwise provided for

by law.

2. In the event such penalty shall not be paid within thirty

(30) days from the date of such notice, the district attorney shall

institute an action in the name of the state in the district court

of the county where such real estate is located for the recovery of

the penalties, together with interest thereon at the rate of ten

percent (10%) per annum from the date of such notice, the collection

fee provided for in paragraph 1 of this subsection, all costs of the

action, and for a further judgment establishing and foreclosing any

lien created pursuant to the provisions of paragraph 5 of subsection

G of this section, unless the real estate which is alleged to have

been unlawfully owned or held, is disposed of prior to the

commencement of the action.

a. The petition in such case shall set forth:

(1) a description of the real estate which is alleged

to have been unlawfully owned or held;

(2) the names, as defendants, of the corporation and

all persons alleged to be unlawfully holding the

real estate;

(3) if the establishment and foreclosure of a lien

upon such real estate is sought in the action,

the names as defendants, of all persons claiming

real estate, including all tenants and persons in

actual possession thereof; and

(4) the facts and circumstances in consequence of

which it is alleged that such real estate is

Oklahoma Statutes - Title 18. Corporations Page 330

owned or held in violation of the provisions of

this section.

b. The filing of such petition, and all other procedures

relating thereto, in all respects shall be governed by

and subject to the same laws as in other civil

actions.

c. If the state recovers a judgment against such

corporation in such action, the judgment shall include

and be entered for:

(1) the amount of the penalties for which the

corporation is found liable pursuant to the

provisions of this section;

(2) interest on such penalties at the rate of ten

percent (10%) per annum from the date such

penalties become due and receivable pursuant to

the written notice provided for in paragraph 1 of

this subsection;

(3) a collection fee of twenty-five percent (25%) of

such penalties recovered, which fee shall not be

less than One Hundred Dollars ($100.00);

(4) the entire costs of the action; and

(5) if the establishment and foreclosure of a lien

upon the real estate is prayed for in the

petition, a decree establishing such lien upon

such real estate and an order of foreclosure.

d. Upon the judgment becoming final, an execution shall

issue for the collection thereof.
Okla. Stat. tit. 18, § 18-1033 — OK Code / Title 18 / Section 18-1033
Issuance of stock, lawful consideration - Fully paid
Status: in_force

stock.

ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK

A. The consideration, as determined pursuant to the provisions

of subsections A and B of Section 1034 of this title, for

subscriptions to, or the purchase of, the capital stock to be issued

by a corporation shall be paid in the form and manner that the board

of directors shall determine. The board of directors may authorize

capital stock to be issued for consideration consisting of cash, any

tangible or intangible property or any benefit to the corporation,

or any combination thereof, except for services to be performed.

Stock may be issued in one or more transactions in the numbers, at

the times, and for the consideration as set forth in a resolution of

the board of directors.

B. In addition to the board of directors, a resolution of the

board of directors may delegate to a person or body the authority to

enter into one or more transactions to issue stock. With respect to

such transactions, shares of stock may be issued in the numbers, at

the times, and for the consideration as such person or body may

determine, provided the resolution fixes:

1. A maximum number of shares that may be issued under such

resolution;

2. A period during which such shares may be issued; and

3. A minimum amount of consideration for which such shares may

be issued.

No resolution shall permit a person or body to issue stock to

such person or body.

C. Any provision of a resolution described by subsection A or B

of this section may be made dependent on facts ascertainable outside

the resolution, provided the manner in which such facts shall

operate upon the resolution is clearly and expressly set forth in

the resolution. As used in this subsection, “facts” includes but is

not limited to the occurrence of any event, including a

determination or action by any person or body including the

corporation; provided, if the resolution delegates to a person or

body the authority to enter into one or more transactions to issue

stock under subsection B of this section, the provisions described

in paragraphs 1 through 3 of subsection B of this section shall not

Oklahoma Statutes - Title 18. Corporations Page 351

be made dependent on a determination or action by such person or

body.

D. In the absence of actual fraud in the transaction, the

judgment of the directors as to the value or minimum amount of

consideration received by the corporation for the issuance of stock

shall be conclusive. The capital stock issued in accordance with

the provisions of this section shall be deemed to be fully paid and

nonassessable stock upon receipt by the corporation of such

consideration. Nothing contained in this section shall prevent the

board of directors from issuing partly paid shares in accordance

with the provisions of Section 1037 of this title.
Okla. Stat. tit. 18, § 18-564.4 — OK Code / Title 18 / Section 18-564.4
Notice of hearing
Status: in_force

Notice of hearing of said petition shall be given by publication

in a newspaper published in the town or city where the church or

religious organization was located if there be one, and if there be

Oklahoma Statutes - Title 18. Corporations Page 262

none, then in a newspaper at the county seat of the county, for two

(2) consecutive weekly issues, the first publication being at least

fifteen (15) days prior to the day of the hearing.
Okla. Stat. tit. 18, § 18-1081 — OK Code / Title 18 / Section 18-1081
Merger or consolidation of domestic corporations
Status: in_force

MERGER OR CONSOLIDATION OF DOMESTIC CORPORATIONS

A. Any two or more domestic corporations may merge into a

single surviving corporation, which may be any one of the

constituent corporations or may consolidate into a new resulting

corporation formed by the consolidation, pursuant to an agreement of

merger or consolidation, as the case may be, complying and approved

in accordance with the provisions of this section.

B. The board of directors of each corporation which desires to

merge or consolidate shall adopt a resolution approving an agreement

of merger or consolidation and declaring its advisability. The

agreement shall state:

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

2. The mode of carrying the same into effect;

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

certificate of incorporation of the surviving corporation as are

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

may amend and restate the certificate of incorporation of the

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

changes are desired, a statement that the certificate of

incorporation of the surviving corporation shall be its certificate

of incorporation of the surviving or resulting corporation;

Oklahoma Statutes - Title 18. Corporations Page 412

4. In the case of a consolidation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the agreement;

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

constituent corporations into shares or other securities of the

corporation surviving or resulting from the merger or consolidation,

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

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

converted solely into shares or other securities of the surviving or

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

or securities of any other corporation or entity which the holders

of the shares are to receive in exchange for or upon conversion of

the shares and the surrender of any certificates evidencing them,

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

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

securities of the surviving or resulting corporation; and

6. Other details or provisions as are deemed desirable,

including without limiting the generality of the foregoing, a

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

recognition of fractional shares, rights or other securities of the

surviving or resulting corporation or of any other corporation or

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

received in the merger or consolidation, or for any other

arrangement with respect thereto, consistent with the provisions of

Section 1036 of this title. The agreement so adopted shall be

executed and acknowledged in accordance with the provisions of

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 these facts shall operate upon the terms of the agreement is

clearly and expressly set forth in the agreement of merger or

consolidation. The term “facts” as used in this paragraph includes,

but is not limited to, the occurrence of any event including a

determination or action by any person or body including the

corporation.

C. The agreement required by the provisions of subsection B of

this section shall be submitted to the shareholders of each

constituent corporation at an annual or special meeting thereof for

the purpose of acting on the agreement. Due notice of the time,

place, and purpose of the meeting shall be mailed to each holder of

stock whether voting or nonvoting, of the corporation at the address

which appears on the records of the corporation, at least twenty

(20) days before the date of the meeting. The notice shall contain

a copy of the agreement or a brief summary thereof; provided,

however, the notice shall be effective only with respect to mergers

or consolidations for which the notice of the shareholders meeting

to vote thereon has been mailed after November 1, 1988. At the

Oklahoma Statutes - Title 18. Corporations Page 413

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

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

the corporation entitled to vote thereon shall be voted for the

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

agreement by the secretary or the assistant secretary of the

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. If the agreement shall be so

adopted and certified by each constituent corporation, it shall then

be filed and shall become effective in accordance with the

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

agreement of merger or consolidation required by this section, the

surviving or resulting corporation may file a certificate of merger

or consolidation executed in accordance with the provisions of

Section 1007 of this title and which states:

1. The name and state of incorporation of each of the

constituent corporations;

2. That an agreement of merger or consolidation has been

approved, adopted, executed and acknowledged by each of the

constituent corporations in accordance with the provisions of this

section;

3. The name of the surviving or resulting corporation;

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

certificate of incorporation of the surviving corporation, which may

be amended and restated, that are desired to be effected by the

merger, which amendments or changes may amend and restate the

certificate of incorporation of the surviving corporation in its

entirety, or, if no amendments or changes are desired, a statement

that the certificate of incorporation of the surviving corporation

shall be its certificate of incorporation;

5. In the case of a consolidation, that the certificate of

incorporation of the resulting corporation shall be as is set forth

in an attachment to the certificate;

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

file at the principal place of business of the surviving or

resulting corporation, stating the address thereof; and

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

be furnished by the surviving or resulting corporation, on request

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

For purposes of Sections 1084 and 1086 of this title, the term

“shareholder” shall be deemed to include “member”.

D. Any agreement of merger or consolidation may contain a

provision that at any time prior to the time that the agreement, or

a certificate filed with the Secretary of State in lieu thereof,

becomes effective in accordance with Section 1007 of this title, the

agreement may be terminated by the board of directors of any

constituent corporation notwithstanding approval of the agreement by

Oklahoma Statutes - Title 18. Corporations Page 414

the shareholders of all or any of the constituent corporations;

provided, if the agreement of merger or consolidation is terminated

after the filing of the agreement, or a certificate filed with the

Secretary of State in lieu thereof, but before the agreement or

certificate has become effective, a certificate of termination of

merger or consolidation shall be filed in accordance with Section

1007 of this title. Any agreement of merger or consolidation may

contain a provision that the boards of directors of the constituent

corporations may amend the agreement at any time prior to the time

that the agreement, or a certificate filed with the Secretary of

State in lieu thereof, becomes effective in accordance with Section

1007 of this title; provided, that an amendment made subsequent to

the adoption of the agreement by the shareholders of any constituent

corporation shall not:

1. Alter or change the amount or kind of shares, securities,

cash, property or rights to be received in exchange for or on

conversion of all or any of the shares of any class or series

thereof of the constituent corporation;

2. Alter or change any term of the certificate of incorporation

of the surviving corporation to be effected by the merger or

consolidation; or

3. Alter or change any of the terms and conditions of the

agreement if an alteration or change would adversely affect the

holders of any class or series thereof of the constituent

corporation.

If the agreement of merger or consolidation is amended after the

filing of the agreement, or a certificate in lieu thereof, with the

Secretary of State, but before the agreement or certificate has

become effective, a certificate of amendment of merger or

consolidation shall be filed in accordance with Section 1007 of this

title.

E. In the case of a merger, the certificate of incorporation of

the surviving corporation shall automatically be amended to the

extent, if any, that changes in the certificate of incorporation are

set forth in the certificate of merger.

F. Notwithstanding the requirements of subsection C of this

section, unless required by its certificate of incorporation, no

vote of shareholders of a constituent corporation surviving a merger

shall be necessary to authorize a merger if:

1. The agreement of merger does not amend in any respect the

certificate of incorporation of the constituent corporation;

2. Each share of stock of the constituent corporation

outstanding immediately prior to the effective date of the merger is

to be an identical outstanding or treasury share of the surviving

corporation after the effective date of the merger; and

3. Either no shares of common stock of the surviving

corporation and no shares, securities or obligations convertible

Oklahoma Statutes - Title 18. Corporations Page 415

into such stock are to be issued or delivered under the plan of

merger, or the authorized unissued shares or the treasury shares of

common stock of the surviving corporation to be issued or delivered

under the plan of merger plus those initially issuable upon

conversion of any other shares, securities or obligations to be

issued or delivered under the plan do not exceed twenty percent

(20%) of the shares of common stock of the constituent corporation

outstanding immediately prior to the effective date of the merger.

No vote of shareholders of a constituent corporation shall be

necessary to authorize a merger or consolidation if no shares of the

stock of the corporation shall have been issued prior to the

adoption by the board of directors of the resolution approving the

agreement of merger or consolidation. If an agreement of merger is

adopted by the constituent corporation surviving the merger, by

action of its board of directors and without any vote of its

shareholders pursuant to the provisions of this subsection, the

secretary or assistant secretary of that corporation shall certify

on the agreement that the agreement has been adopted pursuant to the

provisions of this subsection and:

a. if it has been adopted pursuant to paragraph 1 of this

subsection, that the conditions specified have been

satisfied, or

b. if it has been adopted pursuant to paragraph 2 of this

subsection, that no shares of stock of the corporation

were issued prior to the adoption by the board of

directors of the resolution approving the agreement of

merger or consolidation; 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 so adopted and certified shall then be filed and

shall become effective in accordance with the provisions of Section

1007 of this title. Filing shall constitute a representation by the

person who executes the certificate that the facts stated in the

certificate remain true immediately prior to filing.

G. 1. Notwithstanding the requirements of subsection C of this

section, unless expressly required by its certificate of

incorporation, no vote of shareholders of a constituent corporation

shall be necessary to authorize a merger with or into a single

direct or indirect wholly owned subsidiary of the constituent

corporation if:

a. the constituent corporation and the direct or indirect

wholly owned subsidiary of the constituent corporation

are the only constituent entities to the merger,

b. each share or fraction of a share of the capital stock

of the constituent corporation outstanding immediately

before the effective time of the merger is converted

Oklahoma Statutes - Title 18. Corporations Page 416

in the merger into a share or equal fraction of share

of capital stock of a holding company having the same

designations, rights, powers and preferences, and the

qualifications, limitations and restrictions thereof,

as the share of stock of the constituent corporation

being converted in the merger,

c. the holding company and the constituent corporation

are domestic corporations and the direct or indirect

wholly owned subsidiary that is the other constituent

entity to the merger is a domestic corporation or

limited liability company,

d. the certificate of incorporation and bylaws of the

holding company immediately following the effective

time of the merger contain provisions identical to the

certificate of incorporation and bylaws of the

constituent corporation immediately before the

effective time of the merger, other than provisions,

if any, regarding the incorporator or incorporators,

the corporate name, the registered office and agent,

the initial board of directors and the initial

subscribers of shares and provisions contained in any

amendment to the certificate of incorporation as were

necessary to effect a change, exchange,

reclassification, subdivision, combination or

cancellation of stock, if a change, exchange,

reclassification or cancellation has become effective,

e. as a result of the merger, the constituent corporation

or its successor corporation becomes or remains a

direct or indirect wholly owned subsidiary of the

holding company,

f. the directors of the constituent corporation become or

remain the directors of the holding company upon the

effective time of the merger,

g. the organizational documents of the surviving entity

immediately following the effective time of the merger

contain provisions requiring that:

(1) any act or transaction by or involving the

surviving entity, other than the election or

removal of directors or managers, managing

members or other members of the governing body of

the surviving entity, that if taken by the

constituent corporation immediately before the

effective time of the merger would require for

its adoption under the Oklahoma General

Corporation Act or under the certificate of

incorporation or bylaws of the constituent

corporation immediately before the effective time

Oklahoma Statutes - Title 18. Corporations Page 417

of the merger the approval of the shareholders of

the constituent corporation, shall, by specific

reference to this subsection, require, in

addition to approval of the shareholders or

members of the surviving entity, the approval of

the shareholders of the holding company or any

successor by merger, by the same vote as is

required by the Oklahoma General Corporation Act

and/or under the certificate of incorporation or

bylaws of the constituent corporation immediately

before the effective time of the merger;

provided, however, that for purposes of this

division, managers, managing members or other

members of the entity, which would require the

approval of the shareholders of the surviving

entity if subject to the Oklahoma General

Corporation Act, any amendment of the

organizational documents of a surviving entity

that is not a corporation, which amendment would,

if adopted by a corporation subject to the

Oklahoma General Corporation Act, be required to

be included in the certificate of incorporation

of such corporation, shall, by specific reference

to this subsection, require, in addition, the

approval of the shareholders of the holding

company, or any successor by merger, by the same

vote as is required by the Oklahoma General

Corporation Act and/or by the certificate of

incorporation or bylaws of the constituent

corporation immediately before the effective time

of the merger, and

(2) the business and affairs of a surviving entity

that is not a corporation shall be managed by or

under the direction of a board of directors,

board of managers or other governing body

consisting of individuals who are subject to the

same fiduciary duties applicable to, and who are

liable for breach of such duties to the same

extent as, directors of a corporation subject to

the Oklahoma General Corporation Act; and

h. the shareholders of the constituent corporation do not

recognize gain or loss for federal income tax purposes

as determined by the board of directors of the

constituent corporation.

Neither subparagraph g of paragraph 1 of this subsection nor any

provision of a surviving entity’s organizational documents required

by subparagraph g of paragraph 1 of this subsection shall be deemed

Oklahoma Statutes - Title 18. Corporations Page 418

or construed to require approval of the shareholders of the holding

company to elect or remove directors or managers, managing members

or other members of the governing body of the surviving entity.

2. As used in this subsection, the term “holding company” means

a corporation which, from its incorporation until consummation of a

merger governed by this subsection, was at all times a direct or

indirect wholly owned subsidiary of the constituent corporation and

whose capital stock is issued in a merger.

3. As used in this subsection, the term “organizational

documents” means, when used in reference to a corporation, the

certificate of incorporation of the corporation and, when used in

reference to a limited liability company, the articles of

organization and the operating agreement of the limited liability

company.

4. From and after the effective time of a merger adopted by a

constituent corporation by action of its board of directors and

without any vote of shareholders pursuant to this subsection:

a. to the extent the restriction of Section 1090.3 of

this title applied to the constituent corporation and

its shareholders at the effective time of the merger,

restrictions shall apply to the holding company and

its shareholders immediately after the effective time

of the merger as though it were the constituent

corporation, and all shareholders of stock of the

holding company acquired in the merger shall for

purposes of Section 1090.3 of this title be deemed to

have been acquired at the time that the shares of

stock of the constituent corporation converted in the

merger were acquired; provided, that any shareholder

who immediately before the effective time of the

merger was not an interested shareholder within the

meaning of Section 1090.3 of this title shall not

solely by reason of the merger become an interested

shareholder of the holding company,

b. if the corporate name of the holding company

immediately following the effective time of the merger

is the same as the corporate name of the constituent

corporation immediately before the effective time of

the merger, the shares of capital stock of the holding

company into which the shares of capital stock of the

constituent corporation are converted in the merger

shall be represented by the stock certificates that

previously represented the shares of capital stock of

the constituent corporation, and

c. to the extent a shareholder of the constituent

corporation immediately before the merger had standing

to institute or maintain derivative litigation on

Oklahoma Statutes - Title 18. Corporations Page 419

behalf of the constituent corporation, nothing in this

section shall be deemed to limit or extinguish such

standing.

5. If any agreement of merger is adopted by a constituent

corporation by action of its board of directors and without any vote

of shareholders pursuant to this subsection, the secretary or

assistant secretary of the constituent corporation shall certify on

the agreement that the agreement has been adopted pursuant to this

subsection and that the conditions specified in paragraph 1 of this

subsection have been satisfied; 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 so adopted and certified shall then be filed and become

effective in accordance with Section 1007 of this title. Filing

shall constitute a representation by the person who executes the

agreement that the facts stated in the certificate remain true

immediately before the filing.

H. Notwithstanding the requirements of subsection C of this

section, unless expressly required by its certificate of

incorporation, no vote of shareholders of a constituent corporation

that has a class or series of stock that is listed on a national

securities exchange or held of record by more than two thousand

holders immediately prior to the execution of the agreement of

merger by such constituent corporation shall be necessary to

authorize a merger if:

1. The agreement of merger expressly (a) permits or requires

such merger to be effected under this subsection and (b) provides

that such merger shall be effected as soon as practicable following

the consummation of the offer referred to in paragraph 2 of this

subsection if such merger is effected under this subsection;

2. A corporation consummates an offer for all of the

outstanding stock of such constituent corporation on the terms

provided in such agreement of merger that, absent this subsection,

would be entitled to vote on the adoption or rejection of the

agreement of merger; provided, however, that such offer may be

conditioned on the tender of a minimum number or percentage of

shares of the stock of such constituent corporation, or of any class

or series thereof, and such offer may exclude any excluded stock;

and provided further, that the corporation may consummate separate

offers for separate classes or series of the stock of such

constituent corporation;

3. Immediately following the consummation of the offer referred

to in paragraph 2 of this subsection, the stock irrevocably accepted

for purchase or exchange pursuant to such offer and received by the

depository prior to expiration of such offer, together with the

stock otherwise owned by the consummating corporation or its

affiliates and any rollover stock, equals at least such percentage

Oklahoma Statutes - Title 18. Corporations Page 420

of the shares of stock of such constituent corporation, and of each

class or series thereof, that, absent this subsection, would be

required to adopt the agreement of merger by this chapter and by the

certificate of incorporation of such constituent corporation;

4. The corporation consummating the offer referred to in

paragraph 2 of this subsection merges with or into such constituent

corporation pursuant to such agreement;

5. Each outstanding share, other than shares of excluded stock,

of each class or series of stock of the constituent corporation that

is the subject of and not irrevocably accepted for purchase or

exchange in the offer referred to in paragraph 2 of this subsection

is to be converted in such merger into, or into the right to

receive, the same amount and kind of cash, property, rights or

securities paid for shares of such class or series of stock of such

constituent corporation irrevocably accepted for purchase or

exchange in such offer; and

6. As used in this subsection only, the term:

a. “affiliate” means, in respect of the corporation

making the offer referred to in paragraph 2 of this

subsection, any person that (1) owns, directly or

indirectly, all of the outstanding stock of such

corporation or (2) is a direct or indirect wholly

owned subsidiary of such corporation or of any person

referred to in proviso (1) of this subparagraph,

b. “consummates”, and with correlative meaning,

“consummation” and “consummating”, means irrevocably

accepts for purchase or exchange stock tendered

pursuant to an offer,

c. “depository” means an agent including a depository,

appointed to facilitate consummation of the offer

referred to in paragraph 2 of this subsection,

d. “excluded stock” means (1) stock of such constituent

corporation that is owned at the commencement of the

offer referred to in paragraph 2 of this subsection by

such constituent corporation, the corporation making

the offer referred to in paragraph 2 of this

subsection, any person that owns, directly or

indirectly, all of the outstanding stock of the

corporation making such offer, or any direct or

indirect wholly owned subsidiary of any of the

foregoing and (2) rollover stock,

e. “person” means any individual, corporation,

partnership, limited liability company, unincorporated

association or other entity,

f. “received” solely for purposes of paragraph 3 of this

subsection means (1) with respect to certificated

shares, physical receipt of a stock certificate

Oklahoma Statutes - Title 18. Corporations Page 421

accompanied by an executed letter of transmittal, (2)

with respect to uncertificated shares held of record

by a clearing corporation as nominee, transfer into

the depository’s account by means of an agent’s

message, and (3) with respect to uncertificated shares

held of record by a person other than a clearing

corporation as nominee, physical receipt of an

executed letter of transmittal by the depository;

provided, however, that shares shall cease to be

“received” (4) with respect to certificated shares, if

the certificate representing such shares was canceled

prior to consummation of the offer referred to in

paragraph 2 of this subsection, or (5) with respect to

uncertificated shares, to the extent such

uncertificated shares have been reduced or eliminated

due to any sale of such shares prior to consummation

of the offer referred to in paragraph 2 of this

subsection, and

g. “rollover stock” means any shares of stock of such

constituent corporation that are the subject of a

written agreement requiring such shares to be

transferred, contributed or delivered to the

consummating corporation or any of its affiliates in

exchange for stock or other equity interests in such

consummating corporation or an affiliate thereof;

provided, however, that such shares of stock shall

cease to be rollover stock for purposes of paragraph 3

of this subsection if, immediately prior to the time

the merger becomes effective under this chapter, such

shares have not been transferred, contributed or

delivered to the consummating corporation or any of

its affiliates pursuant to such written agreement.

If an agreement of merger is adopted without the vote of

shareholders of a corporation pursuant to this subsection, the

secretary or assistant secretary of the surviving corporation shall

certify on the agreement that the agreement has been adopted

pursuant to this subsection and that the conditions specified in

this subsection, other than the condition listed in paragraph 4 of

this subsection, have been satisfied; provided, that such

certification on the agreement shall not be required if a

certificate of merger is filed in lieu of filing the agreement. The

agreement so adopted and certified shall then be filed and shall

become effective, in accordance with Section 1007 of this title.

Such filing shall constitute a representation by the person who

executes the agreement that the facts stated in the certificate

remain true immediately prior to such filing.

Oklahoma Statutes - Title 18. Corporations Page 422
Okla. Stat. tit. 18, § 18-1153 — OK Code / Title 18 / Section 18-1153
Resolution granting control share voting rights
Status: in_force

RESOLUTION GRANTING CONTROL SHARE VOTING RIGHTS

A. All votes cast at the meeting for or against the resolution

contained in the acquiring person statement must be identified as

noninterested shares. To be approved, the resolution shall receive

the affirmative votes of a majority of all voting power, excluding

all interested shares. If the resolution is not approved, the

acquiring person, not sooner than six (6) months after disapproval

of the resolution, may present a new resolution for a vote of

shareholders in accordance with this section at any subsequent

shareholders meeting.

B. A proxy relating to a meeting of shareholders to be held

pursuant to Section 1151 of this title shall be solicited separately

from the offer to purchase or solicitation of an offer to sell

shares of the issuing public corporation.

C. 1. For purposes of this subsection, "competing control

share acquisition" means a control share acquisition or proposed

control share acquisition that is the subject of an acquiring person

statement delivered to the issuing public corporation pursuant to

Section 1150 of this title not less than twenty-five (25) days prior

to the scheduled annual or special meeting date which has been or is

required to be established pursuant to Section 1151 of this title

with respect to a pending control share acquisition.

2. In the event that a competing control share acquisition is

made or proposed, the issuing public corporation shall, at the

option of the acquiring person making the competing control share

acquisition, call for a vote of shareholders to consider the

resolution relating to the voting rights of the competing control

share acquisition at the same meeting that has been or is to be

called to consider the voting rights of the pending control share

acquisition. In the event the acquiring person making the competing

control share acquisition does not elect in writing to have the

resolution relating to the voting rights of the competing control

share acquisition considered at the same meeting, any vote shall be

held as provided in Section 1153 of this title, except that in such

case no vote shall be called on the competing control share

acquisition prior to the earlier of the vote on the resolution

relating to voting rights of the pending control share acquisition

or fifty-one (51) days after receipt by the issuing public

corporation of the request for a meeting by the acquiring person

making the pending control share acquisition.

Oklahoma Statutes - Title 18. Corporations Page 527

3. If more than one resolution relating to a control share

acquisition is to be considered at any meeting or at meetings

scheduled for or occurring on the same day, all such resolutions

relating to the voting rights of acquiring persons shall be

considered by shareholders in the order in which the initial

acquiring person statements relating to such control share

acquisitions were delivered to the issuing public corporation.

However, no resolution approved by shareholders shall become

effective until midnight of the date on which the respective

shareholder approval occurs.

4. If resolutions relating to two (2) or more control share

acquisitions are subject to shareholder vote pursuant to Section

1153 of this title, shares held by an acquiring person are

considered interested shares only for purposes of a vote on a

resolution relating to a control share acquisition by that same

acquiring person.
Okla. Stat. tit. 18, § 18-381.82 — OK Code / Title 18 / Section 18-381.82
Receipt of deposit after notification of insolvency
Status: in_force

It shall be unlawful for an association to receive any deposit

after it has been notified by its primary regulator that it is

insolvent or for an officer, director or employee who knows or, in

the proper performance of such duty should know of the notification

of such insolvency, to receive or authorize the receipt of such

deposit, if such deposit, when aggregated together with other funds

held by the depositor in the same right and capacity, would exceed

the limit of any federal deposit insurance coverage.
Okla. Stat. tit. 18, § 18-1094 — OK Code / Title 18 / Section 18-1094
Dissolution of Joint Venture Corporation Having Two
Status: in_force

Shareholders.

Oklahoma Statutes - Title 18. Corporations Page 474

DISSOLUTION OF JOINT VENTURE CORPORATION HAVING TWO SHAREHOLDERS

A. If the shareholders of a corporation of this state, having

only two shareholders each of which owns fifty percent (50%) of the

stock therein, shall be engaged in the prosecution of a joint

venture and if the shareholders shall be unable to agree upon the

desirability of discontinuing the joint venture and disposing of the

assets used in the venture, either shareholder may, unless otherwise

provided in the certificate of incorporation of the corporation or

in a written agreement between the shareholders, file with the

district court a petition stating that it desires to discontinue the

joint venture and to dispose of the assets used in the venture in

accordance with a plan to be agreed upon by both shareholders or

that, if no plan shall be agreed upon by both shareholders, the

corporation be dissolved. The petition shall have attached thereto

a copy of the proposed plan of discontinuance and distribution and a

certificate stating that copies of the petition and plan have been

transmitted in writing to the other shareholder and to the directors

and officers of the corporation. The petition and certificate shall

be executed and acknowledged in accordance with the provisions of

Section 1007 of this title.

B. 1. Unless both shareholders file with the district court,

the district court may dissolve the corporation and may by

appointment of one or more trustees or receivers with all the powers

and title of a trustee or receiver appointed pursuant to the

provisions of Section 1100 of this title, administer and wind up its

affairs:

a. within three (3) months of the date of the filing of

the petition, a certificate similarly executed and

acknowledged stating that they have agreed on the

plan, or a modification thereof, and

b. within one (1) year from the date of the filing of the

petition, a certificate similarly executed and

acknowledged stating that the distribution provided by

the plan has been completed.

2. Either or both of the periods provided for in paragraph 1 of

this subsection may be extended by agreement of the shareholders,

evidenced by a certificate similarly executed, acknowledged and

filed with the district court prior to the expiration of the period.
Okla. Stat. tit. 18, § 18-2023 — OK Code / Title 18 / Section 18-2023
Contribution of member - Form
Status: in_force

The contribution of a member to a limited liability company may

be in cash, property, services rendered, or a promissory note or

other binding obligation to contribute cash or property or to

perform services. A person may be admitted to a limited liability

company as a member of the limited liability company and may receive

a membership interest in the limited liability company without

making a contribution or being obligated to make a contribution to

the limited liability company. Unless otherwise provided in the

operating agreement, a person may be admitted to a limited liability

company as a member of the limited liability company without

acquiring a membership interest in the limited liability company.

Oklahoma Statutes - Title 18. Corporations Page 558

Unless otherwise provided in the operating agreement, a person may

be admitted as the sole member of a limited liability company

without making a contribution or being obligated to make a

contribution to the limited liability company or without acquiring a

membership interest in the limited liability company.
Okla. Stat. tit. 18, § 18-1014.3 — OK Code / Title 18 / Section 18-1014.3
Document form, signature and delivery
Status: in_force

DOCUMENT FORM, SIGNATURE AND DELIVERY

A. Except as provided in subsection B of this section, without

limiting the manner in which any act or transaction may be

documented, or the manner in which a document may be signed or

delivered:

1. Any act or transaction contemplated or governed by this

title or the certificate of incorporation or bylaws may be provided

for in a document, and an electronic transmission shall be deemed

the equivalent of a written document. “Document” means (i) any

tangible medium on which information is inscribed, and includes

handwritten, typed, printed or similar instruments, and copies of

such instruments and (ii) an electronic transmission;

2. Whenever Section 1001 et seq. of this title or the

certificate of incorporation or bylaws requires or permits a

signature, the signature may be a manual, facsimile, conformed or

electronic signature. “Electronic signature” means an electronic

symbol or process that is attached to, or logically associated with,

a document and executed or adopted by a person with an intent to

authenticate or adopt the document. A person may execute a document

with that person’s signature; and

3. Unless otherwise agreed between the sender and recipient and

in the case of a proxy or consent given by or on behalf of a

shareholder subject to the requirements set forth in paragraphs 2

and 3 of subsection C of Section 1057 and subsection C of Section

1073 of this title, respectively, an electronic transmission shall

be deemed delivered to a person for purposes of this title and the

certificate of incorporation and bylaws when it enters an

information processing system that the person has designated for the

purpose of receiving electronic transmissions of the type delivered,

so long as the electronic transmission is in a form capable of being

processed by that system and such person is able to retrieve the

electronic transmission. Whether a person has so designated an

information processing system is determined by the certificate of

incorporation, the bylaws or from the context and surrounding

circumstances including the parties’ conduct. An electronic

transmission is delivered under this section even if no person is

aware of its receipt. Receipt of an electronic acknowledgement from

an information processing system establishes that an electronic

transmission was received but, by itself, does not establish that

the content sent corresponds to the content received.

Section 1001 et seq. of this title shall not prohibit one or

more persons from conducting a transaction in accordance with the

Uniform Electronic Transactions Act so long as the part or parts of

the transaction that are governed by Section 1001 et seq. of this

Oklahoma Statutes - Title 18. Corporations Page 322

title are documented, signed and delivered in accordance with this

subsection or otherwise in accordance with Section 1001 et seq. of

this title. This subsection shall apply solely for purposes of

determining whether an act or transaction has been documented, and

the document has been signed and delivered, in accordance with

Section 1001 et seq. of this title, the certificate of incorporation

and the bylaws.

B. Subsection A of this section shall not apply to:

1. A document filed with or submitted to the Secretary of State

or a court or other judicial or governmental body of this state;

2. A document comprising part of the stock ledger;

3. A certificate representing a security;

4. Any document expressly referenced as a notice or waiver of

notice by Section 1001 et seq. of this title, the certificate of

incorporation or bylaws;

5. A ballot to vote on actions at a meeting of shareholders;

and

6. An act or transaction effected pursuant to Section 1100.1 of

this title.

The provisions of this subsection shall not create any

presumption about the lawful means to document a matter addressed by

this subsection, or the lawful means to sign or deliver a document

addressed by this subsection. No provision of the certificate of

incorporation or bylaws shall limit the application of subsection A

of this section except for a provision that expressly restricts or

prohibits the use of an electronic transmission or electronic

signature or any form thereof, or expressly restricts or prohibits

the delivery of an electronic transmission to an information

processing system.

C. In the event that any provision of Section 1001 et seq. of

this title is deemed to modify, limit or supersede the Electronic

Signatures in Global and National Commerce Act, 15 U.S.C. Sections

7001 et seq., the provisions of Section 1001 et seq. of this title

shall control to the fullest extent permitted by Section 7002(a)(2)

of such act.
Okla. Stat. tit. 18, § 18-561 — OK Code / Title 18 / Section 18-561
Trustees of religious corporations, selection
Status: in_force

The board of trustees, or other officers of any religious

corporation, may be chosen at such times and in such manner as may

be in conformity to the rules, usage or general discipline of such

corporation.

Oklahoma Statutes - Title 18. Corporations Page 260
Okla. Stat. tit. 18, § 18-552.19 — OK Code / Title 18 / Section 18-552.19
Availability of registration information - Electronic
Status: in_force

registration.

A. The Secretary of State shall make available on the Secretary

of State’s website all pertinent information related to the entities

that are required to register under this act including information

included in the entity’s registration. The Secretary of State shall

also create a numbering system and assign a registration number to

each entity that is required to register under this act. The

registration number shall also be identified with the registered

entity on the website.

B. The Secretary of State shall, on or before July 1, 2012,

provide for electronic registration of all entities required to

register under this act.

C. The Secretary of State shall notify the Office of the

Attorney General if, in the opinion of the Secretary of State, there

is such a violation of the Oklahoma Solicitation of Charitable

Contributions Act that the Office of the Attorney General needs to

be aware of in order to investigate or prosecute.

D. The Office of the Attorney General may review all

applications and renewals and other relevant information required to

be filed with the Secretary of State pursuant to this act in order

to determine the reasonableness and accuracy of such information and

to determine if there are any violations of the act. If the Office

of the Attorney General finds any questionable information or

inaccuracies, it may notify the charitable organization,

professional fundraiser or professional solicitor of such

discrepancies and allow a reasonable time to cure such

discrepancies. If such discrepancies are not cured in a reasonable

Oklahoma Statutes - Title 18. Corporations Page 256

time or if the Office of the Attorney General becomes aware of any

other violations of this act, then it may investigate and/or

prosecute as authorized by this act.

E. If the Office of the Attorney General becomes aware of any

charitable organization, professional fundraiser, or professional

solicitor that has not registered and that is required to register

under the Oklahoma Solicitation of Charitable Contributions Act,

then the Office of the Attorney General shall notify such entity in

writing that it must comply with the act and register. If the

entity has not registered within one month after written

notification then the Office of the Attorney General may take

enforcement action concerning the failure to register.
Okla. Stat. tit. 18, § 18-441-820 — OK Code / Title 18 / Section 18-441-820
Other considerations of directors
Status: in_force

Oklahoma Statutes - Title 18. Corporations Page 203

OTHER CONSIDERATIONS OF DIRECTORS. Unless the articles of

organization otherwise provide, in considering the best interests of

a limited cooperative association, a director of the association in

discharging the duties of director, in conjunction with considering

the long- and short-term interest of the association and its patron

members, may consider:

(1) The interest of employees, customers, and suppliers of the

association;

(2) The interest of the community in which the association

operates; and

(3) Other cooperative principles and values that may be applied

in the context of the decision.
Okla. Stat. tit. 18, § 18-1090.2 — OK Code / Title 18 / Section 18-1090.2
Merger or consolidation of a domestic corporation and
Status: in_force

an entity.

MERGER OR CONSOLIDATION OF A DOMESTIC

CORPORATION AND AN ENTITY

A. Any one or more domestic corporations may merge or

consolidate with one or more domestic or foreign entities, unless

the laws of the jurisdiction or jurisdictions under which such

entity or entities are formed prohibit the merger or consolidation.

A corporation or corporations and one or more entities may merge

with or into a surviving corporation, which may be any one of the

corporations, or they may merge with or into a surviving entity,

which may be any one of the entities, or they may consolidate into a

new resulting corporation or entity formed by the consolidation,

which shall be a domestic corporation or a domestic or foreign

entity formed, pursuant to an agreement of merger or consolidation,

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

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

foreign partnership whether general or limited, and including a

limited liability partnership and a limited liability limited

partnership, a limited liability company, and any unincorporated

nonprofit or for-profit association, trust or enterprise having

members or having outstanding shares of stock or other evidences of

financial, beneficial or membership interest therein, whether formed

by agreement or under statutory authority or otherwise formed under

the laws of this state or the laws of any other jurisdiction. The

"articles" of an entity mean the articles of organization,

certificate of formation or equivalent document filed with the

jurisdiction to form the entity.

B. Each corporation and entity merging or consolidating shall

enter into a written agreement of merger or consolidation. The

agreement shall state:

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

2. The mode of carrying the consolidation into effect;

3. In the case of a merger in which the surviving entity is a

domestic corporation or entity, such amendments or changes in the

certificate of incorporation of the surviving corporation or

articles of the surviving entity as are desired to be effected by

the merger, which amendments or changes may amend and restate the

certificate of incorporation of the surviving corporation or

articles of the surviving entity in its entirety, or, if no such

amendments or changes are desired, a statement that the certificate

Oklahoma Statutes - Title 18. Corporations Page 446

of incorporation of the surviving corporation or articles of the

surviving entity shall be its certificate of incorporation or

articles;

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

is a domestic corporation or entity, that the certificate of

incorporation of the resulting corporation or articles of the

resulting entity shall be as is set forth in an attachment to the

agreement;

5. The manner, if any, of converting the shares of stock or

memberships or membership interests of each such corporation and the

memberships, or membership, economic or ownership interests of each

entity into shares, memberships, or membership, economic or

ownership interests, or other securities of the entity surviving or

resulting from the merger or consolidation, or of canceling some or

all of the shares or interests, and if any shares, memberships or

interests are not to remain outstanding, to be converted solely into

shares, memberships, interests, or other securities of the entity

surviving or resulting from the merger or consolidation or to be

canceled, the cash, property, rights, or securities of any other

rights or securities of any other corporation or entity which the

holders of such shares, memberships, or interests are to receive in

exchange for, or upon conversion of, the shares, memberships or

interests and the surrender of any certificates evidencing them,

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

or entity may be in addition to or in lieu of shares, memberships,

interests or other securities of the entity surviving or resulting

from the merger or consolidation;

6. Other details or provisions as are deemed desirable

including, but not limited to, a provision for the payment of cash

in lieu of the issuance or recognition of fractional shares, rights,

other securities or interests of the surviving or resulting

corporation or entity or of any other corporation or entity the

shares, rights, other securities or interests 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

7. Such other provisions or facts as required to be set forth

in an agreement of merger or consolidation by the laws of each

jurisdiction under which any of the entities is formed.

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 such facts shall operate upon the

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

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

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 447

C. The agreement required by subsection B of this section shall

be adopted, approved, certified, executed, and acknowledged by each

of the corporations in the same manner as is provided in Section

1081 of this title and, in the case of the entities, in accordance

with their constituent agreements and in accordance with the laws of

the jurisdiction under which they are formed, as the case may be;

provided that no holder of securities, membership or an interest in

a constituent entity who has not voted for or consented to the

merger or consolidation shall be required to accept a membership or

interest in the surviving or resulting entity if acceptance would

expose the holder to personal liability for the debts of the

surviving entity. The agreement shall be filed and recorded and

shall become effective for all purposes of the laws of this state

when and as provided in Section 1081 or 1084 of this title with

respect to the merger or consolidation of domestic corporations. In

lieu of filing and recording the agreement of merger or

consolidation, the surviving or resulting corporation or entity may

file a certificate of merger or consolidation, executed in

accordance with Section 1007 of this title if the surviving or

resulting entity is a corporation, or by a person authorized to act

for the entity, if the surviving or resulting entity is an entity,

which states:

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

type of entity of each of the constituent entities;

2. That an agreement of merger or consolidation has been

approved, adopted, certified, executed, and acknowledged by each of

the constituent entities in accordance with this subsection;

3. The name of the surviving or resulting corporation or

entity;

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

surviving entity, any amendments or changes in the certificate of

incorporation of the surviving corporation, which may be amended and

restated, that are desired to be effected by the merger, which

amendments or changes may amend and restate the certificate of

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

no amendments or changes are desired, a statement that the

certificate of incorporation of the surviving corporation shall be

its certificate of incorporation;

5. In the case of a consolidation in which a corporation is the

resulting entity, that the certificate of incorporation of the

resulting corporation shall be as set forth in an attachment to the

certificate;

6. In the case of a consolidation in which an entity other than

a corporation is the resulting entity, that the articles of the

resulting entity shall be as set forth in an attachment to the

certificate;

Oklahoma Statutes - Title 18. Corporations Page 448

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

file at the principal place of business of the surviving or

resulting corporation or entity and the address thereof;

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

shall be furnished by the surviving or resulting entity, on request

and without cost, to any shareholder of any constituent corporation

or any member of any constituent entity; and

9. The agreement, if any, required by subsection D of this

section.

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

consolidation is a foreign entity, the entity shall agree that it

may be served with process in this state in any proceeding for

enforcement of any obligation of any constituent domestic

corporation or domestic entity, as well as for enforcement of any

obligation of the surviving or resulting corporation or entity

arising from the merger or consolidation, including any suit or

other proceeding to enforce the right of any shareholders as

determined in appraisal proceedings pursuant to the provisions of

Section 1091 of this title, and shall irrevocably appoint the

Secretary of State as its agent to accept service of process in any

such suit or other proceedings and shall specify the address to

which a copy of any process shall be mailed by the Secretary of

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

to Section 2004 of Title 12 of the Oklahoma Statutes, the Secretary

of State shall forthwith notify the surviving or resulting

corporation or entity by a letter, sent by certified mail with

return receipt requested, directed to the surviving or resulting

corporation or entity at its specified address, unless the surviving

or resulting corporation or entity shall have designated in writing

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

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

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

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

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

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

Secretary of State that service is being effected pursuant to this

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

paragraph 7 of subsection A of Section 1142 of this title, which fee

shall be taxed as part of the costs in the proceeding, if the

plaintiff shall prevail therein. The Secretary of State shall

maintain an alphabetical record of any such service, setting forth

the name of the plaintiff and the defendant, the title, docket

number, and nature of the proceeding in which process has been

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

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

effected pursuant to this subsection, the return date thereof, and

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

Oklahoma Statutes - Title 18. Corporations Page 449

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

the date of receipt of the service of process by the Secretary of

State.

E. Subsections C, D, E and F of Section 1081 of this title,

subsections C, D, E and F of Section 1084 of this title, and

Sections 1088 through 1090 and 1127 of this title, insofar as they

are applicable, shall apply to mergers or consolidations between

corporations and entities; provided, however, that for purposes of a

nonstock corporation or entity, references to the board of directors

shall be deemed to be references to the governing body of the

corporation or entity, references to shareholders shall be deemed to

be references to the members or owners of the corporation or entity,

and references to shares shall be deemed to be references to

memberships or membership, economic or ownership interests in the

corporation or entity, as applicable.

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

merger of a charitable nonstock corporation into an entity, if the

charitable status of such nonstock corporation would thereby be lost

or impaired; but an entity may be merged into a charitable nonstock

corporation, which shall continue as the surviving corporation.
Okla. Stat. tit. 18, § 18-441-1214 — OK Code / Title 18 / Section 18-441-1214
Statement of dissolution
Status: in_force

STATEMENT OF DISSOLUTION.

(a) A limited cooperative association that has dissolved or is

about to dissolve may deliver to the Secretary of State for filing a

statement of dissolution that states:

(1) The name of the association;

(2) The date the association dissolved or will dissolve; and

(3) Any other information the association considers relevant.

(b) A person has notice of a limited cooperative association’s

dissolution on the later of:

(1) Ninety (90) days after a statement of dissolution is filed;

or

(2) The effective date stated in the statement of dissolution.
Okla. Stat. tit. 18, § 18-441-102 — OK Code / Title 18 / Section 18-441-102
Definitions
Status: in_force

DEFINITIONS. In the Uniform Limited Cooperative Association Act

of 2009:

(1) “Articles of organization” means the articles of

organization of a limited cooperative association required by

Section 30 of this act. The term includes the articles as amended

or restated.

(2) “Board of directors” means the board of directors of a

limited cooperative association.

(3) “Bylaws” means the bylaws of a limited cooperative

association. The term includes the bylaws as amended or restated.

(4) “Certificate of authority” means a certificate issued by

the Secretary of State for a foreign cooperative to transact

business in this state.

(5) “Contribution”, except as used in subsection (c) of Section

97 of this act, means a benefit that a person provides to a limited

cooperative association to become or remain a member or in the

person’s capacity as a member.

(6) “Cooperative” means a limited cooperative association or an

entity organized under any cooperative law of any jurisdiction.

(7) “Designated office” means the office that a limited

cooperative association or a foreign cooperative is required to

designate and maintain under paragraph (1) of subsection (a) of

Section 17 of this act.

(8) “Director” means a director of a limited cooperative

association.

(9) “Distribution”, except as used in subsection (e) of Section

96 of this act, means a transfer of money or other property from a

limited cooperative association to a member because of the member’s

financial rights or to a transferee of a member’s financial rights.

(10) “Entity” means a person other than an individual.

(11) “Financial rights” means the right to participate in

allocations and distributions as provided in Articles 10 and 12 of

the Uniform Limited Cooperative Association Act of 2009 but does not

include rights or obligations under a marketing contract governed by

Article 7 of the Uniform Limited Cooperative Association Act of

2009.

(12) “Foreign cooperative” means an entity organized in a

jurisdiction other than this state under a law similar to the

Uniform Limited Cooperative Association Act of 2009.

(13) “Governance rights” means the right to participate in

governance of a limited cooperative association.

(14) “Investor member” means a member that has made a

contribution to a limited cooperative association and

(A) is not required by the organic rules to conduct

patronage with the association in the member’s

Oklahoma Statutes - Title 18. Corporations Page 163

capacity as an investor member in order to receive the

member’s interest; or

(B) is not permitted by the organic rules to conduct

patronage with the association in the member’s

capacity as an investor member in order to receive the

member’s interest.

(15) “Limited cooperative association” means an association

organized under the Uniform Limited Cooperative Association Act of

2009.

(16) “Member” means a person that is admitted as a patron

member or investor member, or both, in a limited cooperative

association. The term does not include a person that has

dissociated as a member.

(17) “Member’s interest” means the interest of a patron member

or investor member under Section 57 of this act.

(18) “Members meeting” means an annual members meeting or

special meeting of members.

(19) “Organic law” means the statute providing for the creation

of an entity or principally governing its internal affairs.

(20) “Organic rules” means the articles of organization and

bylaws of a limited cooperative association.

(21) “Organizer” means an individual who signs the initial

articles of organization.

(22) “Patron member” means a member that has made a

contribution to a limited cooperative association and:

(A) is required by the organic rules to conduct patronage

with the association in the member’s capacity as a

patron member in order to receive the member’s

interest; or

(B) is permitted by the organic rules to conduct patronage

with the association in the member’s capacity as a

patron member in order to receive the member’s

interest.

(23) “Patronage” means business transactions between a limited

cooperative association and a person which entitle the person to

receive financial rights based on the value or quantity of business

done between the association and the person.

(24) “Person” means an individual, corporation, business trust,

cooperative, estate, trust, partnership, limited partnership,

limited liability company, limited cooperative association, joint

venture, association, public corporation, government or governmental

subdivision, agency, or instrumentality, or any other legal or

commercial entity.

(25) “Principal office” means the principal executive office of

a limited cooperative association or foreign cooperative, whether or

not in this state.

Oklahoma Statutes - Title 18. Corporations Page 164

(26) “Record”, used as a noun, means information that is

inscribed on a tangible medium or that is stored in an electronic or

other medium and is retrievable in perceivable form.

(27) “Required information” means the information a limited

cooperative association is required to maintain under Section 14 of

this act.

(28) “Sign” means, with present intent to authenticate or adopt

a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an

electronic symbol, sound, or process.

(29) “State” means a state of the United States, the District

of Columbia, Puerto Rico, the United States Virgin Islands, or any

territory or insular possession subject to the jurisdiction of the

United States.

(30) “Transfer” includes an assignment, conveyance, deed, bill

of sale, lease, mortgage, security interest, encumbrance, gift, and

transfer by operation of law.

(31) “Voting group” means any combination of one or more voting

members in one or more districts or classes that under the organic

rules or the Uniform Limited Cooperative Association Act of 2009 are

entitled to vote and can be counted together collectively on a

matter at a members meeting.

(32) “Voting member” means a member that, under the organic law

or organic rules, has a right to vote on matters subject to vote by

members under the organic law or organic rules.

(33) “Voting power” means the total current power of members to

vote on a particular matter for which a vote may or is to be taken.
Okla. Stat. tit. 18, § 18-381.26 — OK Code / Title 18 / Section 18-381.26
Bylaws - Resolutions of savings and loan associations -
Status: in_force

Limiting director's liability.

A. The bylaws of every association shall prescribe the notice

and the time and place of the annual meeting of members or

stockholders; the requirements for holding special meetings of

members or stockholders; and the manner of determining the number

and terms of office of the directors.

B. 1. Provisions with respect to directors' meetings, the

selection and duties of officers, making of loans, issuance of

various classes of deposit accounts or permanent capital stock,

distribution of earnings, amendments of the bylaws, rights and

obligations of members or stockholders, and any other matters

concerning operations of the association not in conflict with this

act or rules of the State Banking Commissioner and not otherwise

inconsistent with law or the certificate of incorporation of the

association may be included in the bylaws.

2. The bylaws or a resolution of an association as adopted or

amended by the members or stockholders may include a provision

eliminating or limiting the personal liability of a director to the

association or its holding company, or to the shareholders of either

for any negligence in the performance of his duties but not for:

a. any breach of the director's duty of loyalty to the

association or its holding company, or to the

shareholders of either,

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

intentional misconduct or a violation of law, or

c. any transaction from which the director derived an

improper personal benefit.

C. All bylaws and amendments hereafter adopted shall be

promptly submitted to the Commissioner for approval. Any decision

of the Commissioner disapproving proposed amendments may be appealed

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

Statutes.

D. The bylaws of each association shall constitute laws of the

association, subordinate to this act, to the rules of the

Commissioner, and to applicable federal regulations.

E. The provisions of the Oklahoma General Corporation Act

shall, insofar as the Oklahoma General Corporation Act is not

inconsistent with this act, govern associations operating pursuant

to the provisions of this act.

Oklahoma Statutes - Title 18. Corporations Page 40
Okla. Stat. tit. 18, § 18-381.55 — OK Code / Title 18 / Section 18-381.55
Investment in real property
Status: in_force

In addition to any powers of investment permitted pursuant to

paragraph 17 of Section 381.54 of this title, every association

shall have power to invest in real property as follows:

1. Such real property or interests therein as the directors may

deem necessary or convenient for the conduct of the business of the

association, which for the purposes of this act shall be deemed to

include the ownership of stock of a wholly owned subsidiary

corporation having as its exclusive activity the ownership and

management of such property or interests, but the amount so invested

shall not exceed the sum of the reserves and undivided profits of

Oklahoma Statutes - Title 18. Corporations Page 62

the association, unless the State Banking Commissioner authorizes a

greater amount to be so invested;

2. An amount not exceeding the lesser of:

a. the sum of its reserves and undivided profits, or

b. ten percent (10%) of its assets as reported in its

most recent quarterly thrift financial report or other

statement of condition submitted to the Oklahoma State

Banking Department, in the purchase of real estate for

the purpose of producing income or for inventory or

sale or for development and improvement, including the

erection of buildings thereon, for sale or rental

purposes;

3. Such real property as may be acquired in satisfaction or

partial satisfaction of indebtedness owed to the association, by

deed, sheriff's deed, trustee's deed or otherwise.
Okla. Stat. tit. 18, § 18-1031 — OK Code / Title 18 / Section 18-1031
Indemnification of officers, directors, employees and
Status: in_force

agents – Insurance.

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;

INSURANCE

A. A corporation shall have power to indemnify any person who

was or is a party or is threatened to be made a party to any

threatened, pending, or completed action, suit, or proceeding,

whether civil, criminal, administrative, or investigative, other

than an action by or in the right of the corporation, by reason of

the fact that the person is or was a director, officer, employee, or

agent of the corporation, or is or was serving at the request of the

corporation as a director, officer, employee, or agent of another

corporation, partnership, joint venture, trust, or other enterprise,

against expenses, including attorney fees, judgments, fines, and

amounts paid in settlement actually and reasonably incurred by the

person in connection with the action, suit, or proceeding if the

person acted in good faith and in a manner the person reasonably

believed to be in or not opposed to the best interests of the

corporation, and, with respect to any criminal action or proceeding,

had no reasonable cause to believe the conduct was unlawful. The

termination of any action, suit, or proceeding by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its

Oklahoma Statutes - Title 18. Corporations Page 342

equivalent, shall not, of itself, create a presumption that the

person did not act in good faith and in a manner which the person

reasonably believed to be in or not opposed to the best interests of

the corporation, and, with respect to any criminal action or

proceeding, had reasonable cause to believe that the conduct was

unlawful.

B. A corporation shall have the power to indemnify any person

who was or is a party or is threatened to be made a party to any

threatened, pending, or completed action or suit by or in the right

of the corporation to procure a judgment in its favor by reason of

the fact that the person is or was a director, officer, employee, or

agent of the corporation, or is or was serving at the request of the

corporation as a director, officer, employee, or agent of another

corporation, partnership, joint venture, trust, or other enterprise

against expenses, including attorney fees, actually and reasonably

incurred by the person in connection with the defense or settlement

of an action or suit if the person acted in good faith and in a

manner the person reasonably believed to be in or not opposed to the

best interests of the corporation and except that no indemnification

shall be made in respect of any claim, issue, or matter as to which

the person shall have been adjudged to be liable to the corporation

unless and only to the extent that the court in which the action or

suit was brought shall determine upon application that, despite the

adjudication of liability but in view of all the circumstances of

the case, the person is fairly and reasonably entitled to indemnity

for expenses which the court shall deem proper.

C. 1. To the extent that a present or former director or

officer of a corporation has been successful on the merits or

otherwise in defense of any action, suit, or proceeding referred to

in subsection A or B of this section, or in defense of any claim,

issue, or matter therein, the person shall be indemnified against

expenses, including attorney fees, actually and reasonably incurred

by the person in connection therewith.

2. The corporation may indemnify any other person who is not a

present or former director or officer of the corporation against

expenses including attorney fees actually and reasonably incurred by

the person to the extent he or she has been successful on the merits

or otherwise in defense of any action, suit, or proceeding referred

to in subsections A and B of this section, or in defense of any

claim, issue, or matter therein.

D. Any indemnification under the provisions of subsection A or

B of this section, unless ordered by a court, shall be made by the

corporation only as authorized in the specific case upon a

determination that indemnification of the present or former director

or officer is proper in the circumstances because the person has met

the applicable standard of conduct set forth in subsection A or B of

this section. This determination shall be made, with respect to a

Oklahoma Statutes - Title 18. Corporations Page 343

person who is a director or officer of the corporation at the time

of the determination:

1. By a majority vote of the directors who are not parties to

the action, suit, or proceeding, even though less than a quorum;

2. By a committee of directors designated by a majority vote of

directors, even though less than a quorum;

3. If there are no such directors, or if such directors so

direct, by independent legal counsel in a written opinion; or

4. By the shareholders.

E. Expenses including attorney fees incurred by an officer or

director in defending a civil, criminal, administrative or

investigative action, suit, or proceeding may be paid by the

corporation in advance of the final disposition of the action, suit,

or proceeding upon receipt of an undertaking by or on behalf of the

director or officer to repay the amount if it shall ultimately be

determined that the person is not entitled to be indemnified by the

corporation as authorized by the provisions of this section.

Expenses including attorney fees incurred by former directors or

officers or other employees and agents or persons serving at the

request of the corporation as directors, officers, employees or

agents of another corporation, partnership, joint venture, trust or

other enterprise may be paid upon the terms and conditions, if any,

as the corporation deems appropriate.

F. The indemnification and advancement of expenses provided by

or granted pursuant to the other subsections of this section shall

not be deemed exclusive of any other rights to which those seeking

indemnification or advancement of expenses may be entitled under any

bylaw, agreement, vote of shareholders or disinterested directors,

or otherwise, both as to action in the person’s official capacity

and as to action in another capacity while holding an office. A

right to indemnification or to advancement of expenses arising under

a provision of the certificate of incorporation or a bylaw shall not

be eliminated or impaired by an amendment to or repeal or

elimination of the certificate of incorporation or the bylaw after

the occurrence of the act or omission that is the subject of the

civil, criminal, administrative or investigative action, suit or

proceeding for which indemnification or advancement of expenses is

sought, unless the provision in effect at the time of such act or

omission explicitly authorizes such elimination or impairment after

such action or omission has occurred.

G. 1. A corporation shall have power to purchase and maintain

insurance on behalf of any person who is or was a director, officer,

employee, or agent of the corporation, or is or was serving at the

request of the corporation as a director, officer, employee, or

agent of another corporation, partnership, joint venture, trust, or

other enterprise against any liability asserted against the person

and incurred by the person in any such capacity, or arising out of

Oklahoma Statutes - Title 18. Corporations Page 344

the person’s status as such, whether or not the corporation would

have the power to indemnify the person against liability under the

provisions of this section. For purposes of this subsection,

“insurance” shall include any insurance provided directly or

indirectly, including under any fronting or reinsurance arrangement,

by or through a captive insurance company organized and licensed in

compliance with the laws of any jurisdiction, including any captive

insurance company licensed under the Oklahoma Captive Insurance

Company Act within Title 36 of the Oklahoma Insurance Code, provided

that the terms of any such captive insurance shall:

a. exclude from coverage and provide that the insurer

shall not make any payment for loss in connection with

any claim made against any person arising out of,

based upon, or attributable to any:

(1) personal profit or other financial advantage to

which such person was not legally entitled, or

(2) deliberate criminal or deliberate fraudulent act

of such person,

if the conditions of division (1) or (2) of this

subparagraph are established by a final, non-

appealable adjudication in the underlying proceeding

in respect of such claim, which shall not include an

action or proceeding initiated by the insurer or the

insured to determine coverage under the policy, unless

and only to the extent such person is entitled to be

indemnified under this section,

b. require that any determination to make a payment under

such insurance in respect of a claim against a current

director or officer of the corporation shall be made

by an independent claims administrator or in

accordance with the provisions of paragraphs 1 through

4 of subsection D of this section, and

c. require that, before any payment under such insurance

in connection with any dismissal or compromise of any

action, suit, or proceeding brought by or in the right

of a corporation as to which notice is required to be

given to shareholders, such corporation shall include

in such notice that a payment is proposed to be made

under such insurance in connection with such dismissal

or compromise.

2. For purposes of paragraph 1 of this subsection, the conduct

of an insured person shall not be imputed to any other insured

person.

3. The exclusions in paragraph 1 of this subsection shall

permit a captive insurance policy to cover directors and officers

for certain liabilities that are non-exculpable under paragraph 7 of

subsection B of Section 1006 of this title.

Oklahoma Statutes - Title 18. Corporations Page 345

4. Any corporation that establishes or maintains a captive

insurance company that provides insurance under this subsection

shall not, solely by virtue thereof, be subject to the provisions of

Title 36 of the Oklahoma Insurance Code.

5. Nothing in this subsection shall be construed to prevent a

foreign corporation from organizing a captive insurer under the

Oklahoma Captive Insurance Company Act for the purpose of insuring

the same risks described in this section.

6. Any corporation that establishes a captive insurance company

may include in the insurance policy limitations or exclusions that

are in addition to those prescribed by a statute or regulation.

H. For purposes of this section, references to “the

corporation” shall include, in addition to the resulting

corporation, any constituent corporation, including any constituent

of a constituent, absorbed in a consolidation or merger which, if

its separate existence had continued, would have had power and

authority to indemnify its directors, officers, and employees, or

agents, so that any person who is or was a director, officer,

employee, or agent of a constituent corporation, or is or was

serving at the request of a constituent corporation as a director,

officer, employee, or agent of another corporation, partnership,

joint venture, trust, or other enterprise, shall stand in the same

position under the provisions of this section with respect to the

resulting or surviving corporation as the person would have with

respect to the constituent corporation if its separate existence had

continued.

I. For purposes of this section, references to “other

enterprises” shall include, but are not limited to, employee benefit

plans; references to “fines” shall include, but are not limited to,

any excise taxes assessed on a person with respect to an employee

benefit plan; and references to “serving at the request of the

corporation” shall include, but are not limited to, any service as a

director, officer, employee, or agent of the corporation which

imposes duties on, or involves services, by the director, officer,

employee, or agent with respect to an employee benefit plan, its

participants, or beneficiaries; and a person who acted in good faith

and in a manner the person reasonably believed to be in the interest

of the participants and beneficiaries of an employee benefit plan

shall be deemed to have acted in a manner “not opposed to the best

interests of the corporation” as referred to in this section.

J. The indemnification and advancement of expenses provided by

or granted pursuant to this section, unless otherwise provided when

authorized or ratified, shall continue as to a person who has ceased

to be a director, officer, employee, or agent and shall inure to the

benefit of the heirs, executors, and administrators of the person.

K. The district court is vested with exclusive jurisdiction to

hear and determine all actions for advancement of expenses or

Oklahoma Statutes - Title 18. Corporations Page 346

indemnification brought under this section or under any bylaw,

agreement, vote of shareholders or disinterested directors, or

otherwise. The court may summarily determine a corporation’s

obligation to advance expenses including attorney fees.
Okla. Stat. tit. 18, § 18-2054.9 — OK Code / Title 18 / Section 18-2054.9
Division of a limited liability company
Status: in_force

DIVISION OF A LIMITED LIABILITY COMPANY

A. As used in this act:

1. “Dividing company” means the domestic limited liability

company that is effecting a division in the manner provided in this

section;

2. “Division” means the division of a dividing company into two

or more domestic limited liability companies in accordance with this

section;

3. “Division company” means a surviving company, if any, and

each resulting company;

4. “Division contact” means, in connection with any division, a

natural person who is a resident of this state, any division company

in the division or any other domestic limited liability company, or

other entity as defined in Section 2054 of Title 18 of the Oklahoma

Oklahoma Statutes - Title 18. Corporations Page 608

Statutes formed or organized under the laws of this state, which

division contact shall maintain a copy of the plan of division for a

period of six (6) years from the effective date of the division and

shall comply with paragraph 3 of subsection G of this section;

5. “Organizational documents” means the articles of

organization and operating agreement of a domestic limited liability

company;

6. “Resulting company” means a domestic limited liability

company formed as a consequence of a division; and

7. “Surviving company” means a dividing company that survives

the division.

B. Under a plan of division, any domestic limited liability

company may, in the manner provided in this section, be divided into

two or more domestic limited liability companies. The division of a

domestic limited liability company in accordance with this section

and, if applicable, the resulting cessation of the existence of the

dividing company under articles of division shall not be deemed to

affect the personal liability of any person incurred before the

division with respect to matters arising before the division, nor

shall it be deemed to affect the validity or enforceability of any

obligations or liabilities of the dividing company incurred before

the division; provided, that the obligations and liabilities of the

dividing company shall be allocated to and vested in, and valid and

enforceable obligations of, the division company or companies to

which the obligations and liabilities have been allocated under the

plan of division, as provided in subsection H of this section. Each

resulting company in a division shall be formed in compliance with

the requirements of this act and subsection H of this section.

C. If the operating agreement of the dividing company specifies

the manner of adopting a plan of division, the plan of division

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

operating agreement of the dividing company does not specify the

manner of adopting a plan of division and does not prohibit a

division of the limited liability company, the plan of division

shall be adopted in the same manner as is specified in the operating

agreement for authorizing a merger or consolidation that involves

the limited liability company as a constituent party to the merger

or consolidation. If the operating agreement of the dividing

company does not specify the manner of adopting a plan of division

or authorizing a merger or consolidation that involves the limited

liability company as a constituent party and does not prohibit a

division of the limited liability company, the adoption of a plan of

division shall be authorized by the approval of members who own a

majority of the then current percentage or other interest in the

profits of the dividing company owned by all of the members.

Notwithstanding prior approval, a plan of division may be terminated

Oklahoma Statutes - Title 18. Corporations Page 609

or amended under a provision for the termination or amendment

contained in the plan of division.

D. Unless otherwise provided in a plan of division, the

division of a domestic limited liability company under this section

shall not require the limited liability company to wind up its

affairs under Section 2039 of Title 18 of the Oklahoma Statutes or

pay its liabilities and distribute its assets under Section 2040 of

Title 18 of the Oklahoma Statutes, and the division shall not

constitute a dissolution of the limited liability company.

E. In connection with a division under this section, rights or

securities of, or interests in, the dividing company may be

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

securities of, or interests in, the surviving company or any

resulting company or, in addition to or in lieu thereof, may be

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

securities of, or interests in, a domestic limited liability company

or any other business entity which is not a division company or may

be canceled or remain outstanding, if the dividing company is a

surviving company.

F. A plan of division adopted in accordance with subsection C

of this section:

1. May effect any amendment to the operating agreement of the

dividing company if it is a surviving company in the division; or

2. May effect the adoption of a new operating agreement for the

dividing company if it is a surviving company in the division; and

3. Shall effect the adoption of an operating agreement for each

resulting company. Any amendment to an operating agreement or

adoption of a new operating agreement for the dividing company, if

it is a surviving company in the division, or adoption of an

operating agreement for each resulting company made under the

foregoing sentence shall be effective at the effective time or date

of the division. Any amendment to an operating agreement or

adoption of an operating agreement for the dividing company, if it

is a surviving company in the division, shall be effective

notwithstanding any provision in the operating agreement of the

dividing company relating to amendment or adoption of a new

operating agreement, other than a provision that by its terms

applies to an amendment to the operating agreement or the adoption

of a new operating agreement, in either case, in connection with a

division, merger, or consolidation.

G. If a domestic limited liability company is dividing under

this section, the dividing company shall adopt a plan of division

which shall set forth:

1. The terms and conditions of the division, including:

a. any conversion or exchange of the membership interests

of the dividing company into or for membership

interests or other securities or obligations of any

Oklahoma Statutes - Title 18. Corporations Page 610

division company or cash, property, or rights or

securities or obligations of or interests in any other

business entity or domestic limited liability company

which is not a division company, or that the

membership interests of the dividing company shall

remain outstanding or be canceled, or any combination

of the foregoing, and

b. the allocation of assets, property, rights, series,

debts, liabilities, and duties of the dividing company

among the division companies;

2. The name of each resulting company and, if the dividing

company will survive the division, the name of the surviving

company;

3. The name and business address of a division contact which

shall have custody of a copy of the plan of division. The division

contact, or any successor division contact, shall serve for a period

of six (6) years following the effective date of the division.

During the six-year period the division contact shall provide,

without cost, to any creditor of the dividing company, within thirty

(30) days following the division contact’s receipt of a written

request from any creditor of the dividing company, the name and

business address of the division company to which the claim of the

creditor was allocated under the plan of division; and

4. Any other matters that the dividing company determines to

include therein.

H. If a domestic limited liability company divides under this

section, the dividing company shall file articles of division

executed by one or more authorized persons on behalf of the dividing

company in the Office of the Secretary of State in accordance with

Section 2006 of Title 18 of the Oklahoma Statutes and articles of

organization that comply with Section 2005 of Title 18 of the

Oklahoma Statutes for each resulting company executed by one or more

authorized persons in accordance with Section 2006 of Title 18 of

the Oklahoma Statutes. The articles of division shall state:

1. The name of the dividing company and, if it has been

changed, the name under which its articles of organization were

originally filed and whether the dividing company is a surviving

company;

2. The date of filing of the dividing company’s original

articles of organization with the Secretary of State;

3. The name of each division company;

4. The name and business address of the division contact

required by paragraph 3 of subsection G of this section;

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

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

filing of the articles of division;

Oklahoma Statutes - Title 18. Corporations Page 611

6. That the division has been approved in accordance with this

section;

7. That the plan of division is on file at a place of business

of the division company as is specified therein, and shall state the

address thereof;

8. That a copy of the plan of division will be furnished by the

division company as is specified therein, on request and without

cost, to any member of the dividing company; and

9. Any other information the dividing company determines to

include therein.

I. The articles of division and each of the articles of

organization for each resulting company required by subsection H of

this section shall be filed simultaneously in the Office of the

Secretary of State and, if the articles are not to become effective

upon their filing as permitted by subsection C of Section 2007 of

Title 18 of the Oklahoma Statutes, then each of the articles shall

provide for the same effective date or time in accordance with

subsection C of Section 2007 of Title 18 of the Oklahoma Statutes.

Concurrently with the effective date or time of a division, the

operating agreement of each resulting company shall become

effective.

J. The articles of division shall act as a cancellation of the

articles of organization for a dividing company which is not a

surviving company.

K. An operating agreement may provide that a domestic limited

liability company shall not have the power to divide as set forth in

this section.

L. Upon the division of a domestic limited liability company

becoming effective:

1. The dividing company shall be divided into the distinct and

independent resulting companies named in the plan of division, and,

if the dividing company is not a surviving company, the existence of

the dividing company shall cease;

2. For all purposes of the laws of this state, all of the

rights, privileges, and powers, and all the property, real,

personal, and mixed, of the dividing company and all debts due on

whatever account to it, and all other things and other causes of

action belonging to it, shall without further action be allocated to

and vested in the applicable division company in the manner and

basis and with the effect as is specified in the plan of division,

and the title to any real property or interest therein allocated to

and vested in any division company shall not revert or be in any way

impaired by reason of the division;

3. Each division company shall, from and after effectiveness of

the articles of division, be liable as a separate and distinct

domestic limited liability company for the debts, liabilities, and

duties of the dividing company as are allocated to the division

Oklahoma Statutes - Title 18. Corporations Page 612

company under the plan of division in the manner and on the basis

provided in subparagraph b of paragraph 1 of subsection G of this

section;

4. Each of the debts, liabilities, and duties of the dividing

company shall without further action be allocated to and be the

debts, liabilities, and duties of the division company as is

specified in the plan of division as having the debts, liabilities,

and duties allocated to it, in the manner and basis and with the

effect as is specified in the plan of division, and no other

division company shall be liable therefor, so long as the plan of

division does not constitute a fraudulent transfer under applicable

law, and all liens upon any property of the dividing company shall

be preserved unimpaired, and all debts, liabilities, and duties of

the dividing company shall remain attached to the division company

to which the debts, liabilities, and duties have been allocated in

the plan of division, and may be enforced against the division

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

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

a domestic limited liability company;

5. In the event that any allocation of assets, debts,

liabilities, and duties to division companies in accordance with a

plan of division is determined by a court of competent jurisdiction

to constitute a fraudulent transfer, each division company shall be

jointly and severally liable on account of the fraudulent transfer

notwithstanding the allocations made in the plan of division;

provided, however, the validity and effectiveness of the division

are not otherwise affected thereby;

6. Debts and liabilities of the dividing company that are not

allocated by the plan of division shall be the joint and several

debts and liabilities of all of the division companies;

7. It shall not be necessary for a plan of division to list

each individual asset, property, right, series, debt, liability, or

duty of the dividing company to be allocated to a division company

so long as the assets, property, rights, series, debts, liabilities,

or duties so allocated are reasonably identified by any method where

the identity of the assets, property, rights, series, debts,

liabilities, or duties is objectively determinable;

8. The rights, privileges, powers, and interests in property of

the dividing company that have been allocated to a division company,

as well as the debts, liabilities, and duties of the dividing

company that have been allocated to the division company under a

plan of division, shall remain vested in the division company and

shall not be deemed, as a result of the division, to have been

assigned or transferred to the division company for any purpose of

the laws of this state; and

9. Any action or proceeding pending against a dividing company

may be continued against the surviving company as if the division

Oklahoma Statutes - Title 18. Corporations Page 613

did not occur, but subject to paragraph 4 of subsection L of this

section and against any resulting company to which the asset,

property, right, series, debt, liability, or duty associated with

the action or proceeding was allocated under the plan of division by

adding or substituting the resulting company as a party in the

action or proceeding.

M. In applying the provisions of this act on distributions, a

direct or indirect allocation of property or liabilities in a

division is not deemed a distribution for purposes of this act.

N. The provisions of this section shall not be construed to

limit the means of accomplishing a division by any other means

provided for in an operating agreement or other agreement or as

otherwise permitted by this act or as otherwise permitted by law.

O. All limited liability companies formed on or after November

1, 2023, shall be governed by this section. All limited liability

companies formed before November 1, 2023, shall be governed by this

section; provided, that if the dividing company is a party to any

written contract, indenture, or other agreement entered into before

November 1, 2023, that, by its terms, restricts, conditions, or

prohibits the consummation of a merger or consolidation by the

dividing company with or into another party, or the transfer of

assets by the dividing company to another party, then the

restriction, condition, or prohibition is deemed to apply to a

division as if it were a merger, consolidation, or transfer of

assets, as applicable.
Okla. Stat. tit. 18, § 18-550 — OK Code / Title 18 / Section 18-550
Power to borrow money and incur indebtedness - Mortgage or
Status: in_force

pledge of property - Liability of property to taxation.

Any such charitable or educational corporation may borrow money

and incur debts either for its principal purposes, or for the

furtherance of any or all its business enterprises or both. In case

money is borrowed to aid any corporation, a majority of whose stock

is lawfully owned by such charitable or educational corporation, it

may loan or advance the same to such controlled corporation on such

terms as may seem advisable to its trustees. Any such charitable or

educational corporation so borrowing money to aid any other

corporation as aforesaid, may evidence its indebtedness by notes or

bonds and secure their payment by mortgaging and pledging all or any

part of its property, real, personal and mixed, except the real

estate, buildings and personal property consisting of household

goods, farm implements and domestic animals used for the ordinary

conduct and operation of the institution of such corporations, which

last-named property shall never be liable, or in any manner taken

for indebtedness, charge or lien of any nature whatsoever contracted

by such corporation, to aid another corporation as aforesaid,

provided that if any charitable or educational corporation shall

maintain or carry on any auxiliary business under the terms of

Section 549 of this title, either directly or through any other

corporation or corporations, such fact shall be held to be an

agreement on its part and on the part of such other corporation or

corporations that all property owned by, devoted to, or used in such

auxiliary business hereunder, shall be subject to taxation for all

purposes in the same manner as taxable property generally and that

such property shall not be exempt from taxation by reason of the

fact that the revenues or profits or a portion thereof, are used or

intended to be used as additional funds for carrying out the

charitable or educational purposes of such corporation or for

reinvestment by or in behalf of such charitable or educational

corporation; and it is hereby declared that no such property shall

be exempt from taxation; and provided, further, that the real

estate, buildings, and personal property consisting of household

goods, farming implements and domestic animals necessary for the

ordinary conduct and operation of such charitable or educational

corporations, shall be exempt from taxation.

Oklahoma Statutes - Title 18. Corporations Page 241
Okla. Stat. tit. 18, § 18-438.15 — OK Code / Title 18 / Section 18-438.15
Amendment of articles of incorporation
Status: in_force

A cooperative may amend its articles of incorporation by

complying with the following requirements, provided, however, that a

change of location of principal office may be effected in the manner

set forth in Section 16 of this act: The proposed amendment shall

be presented to a meeting of the members, the notice of which shall

set forth or have attached thereto the proposed amendment. If the

proposed amendment, with any changes, is approved by the affirmative

vote of not less than two thirds of those members voting thereon at

such meeting, articles of amendment shall be executed and

acknowledged on behalf of the cooperative by its president or vice

president and its seal shall be affixed thereto and attested by its

secretary. The articles of amendment shall recite that they are

executed pursuant to this act and shall state: (1) the name of the

cooperative; (2) the address of its principal office; and (3) the

amendment to its articles of incorporation. The president or vice

president executing such articles of amendment shall make and annex

thereto an affidavit stating that the provisions of this section in

respect of the amendment set forth in such articles were duly

complied with.
Okla. Stat. tit. 18, § 18-438.33 — OK Code / Title 18 / Section 18-438.33
Cooperatives, nonprofit and mutual corporations and
Status: in_force

associations subject to act - Corrected articles of incorporation.

Oklahoma Statutes - Title 18. Corporations Page 140

A. Existing domestic and domesticated cooperatives, nonprofit

and mutual corporations and associations formed to engage in or

engaging in the business, undertaking or activity described in or

contemplated hereby, shall be deemed, ipso facto, to come under the

provisions of this act as of the date this act becomes effective and

all provisions hereof shall thereafter fully apply thereto and every

such corporation and association shall have the same rights,

privileges, powers and immunities as it would possess if

respectively created or domesticated hereunder and shall be subject

to the same obligations, duties and jurisdictions as cooperatives

organized under this act.

B. In the event any cooperative has filed defective articles of

incorporation or has failed to do all things necessary to perfect

its corporate organization, it may, nevertheless, file corrected

articles of incorporation or amend the original articles and do and

perform all acts and things necessary in the premises for the

correction of such defects.Oklahoma Statutes - Title 18. Corporations Page 4
Okla. Stat. tit. 18, § 18-381.78 — OK Code / Title 18 / Section 18-381.78
Removal of officer, director or employee by
Status: in_force

Commissioner.

Any officer, director or employee of an association found by the

State Banking Commissioner to be dishonest, reckless, unfit to

participate in the conduct of the affairs of the association, or to

have engaged or participated in any unsafe or unsound practice in

connection with an association, or to be practicing a continuing

disregard or violation of laws, rules, regulations or orders which

are likely to cause substantial loss to the association or likely to

seriously weaken the condition of the association shall be removed

immediately from office by the board of directors of the association

of which such person is an officer, director or employee on the

written order of the Commissioner. The association or officer,

employee or director thereof, within ten (10) days of the date of

the written order directing removal, may appeal such removal

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

Oklahoma Statutes - Title 18. Corporations Page 98

Statutes. As soon as possible thereafter the Supreme Court shall

review the order of the Commissioner and make such findings as it

deems proper. During the pendency of the review of the protest

against removal, the officer, employee or director shall not perform

any of the duties of such office.
Okla. Stat. tit. 18, § 18-2046 — OK Code / Title 18 / Section 18-2046
Foreign limited liability company - Correction
Status: in_force

certificate - Recording changes.

A. If any statement in the application for registration of a

foreign limited liability company was false when made or any

arrangements or other facts described have changed, making the

application inaccurate in any respect, the foreign limited liability

company shall promptly file in the Office of the Secretary of State

a certificate, signed by a manager, member, or other person,

correcting the statement and pay the fee provided for in Section

2055 of this title.

B. A registered foreign limited liability company shall record

any changes in its principal office, its registered agent, or the

registered agent's address, by filing with the Office of the

Secretary of State a statement of the change and paying the fee

provided for in Section 2055 of this title.

C. A foreign limited liability company authorized to transact

business in this state shall promptly file a certificate, issued by

the proper officer of the state or jurisdiction of its organization,

attesting to the occurrence of a merger, in the Office of the

Secretary of State and pay the fee provided for in Section 2055 of

this title, whenever it is the surviving limited liability company

and the merger:

1. Changes any statement in the application of registration of

the foreign limited liability company; or

Oklahoma Statutes - Title 18. Corporations Page 572

2. Involves any other foreign business entity authorized to

transact business in this state.

D. If the merger changes any arrangements or other facts

described in the application for registration of the surviving

foreign limited liability company, it shall also comply with the

provisions of this section; provided that it will not be required to

pay an additional fee.

E. Whenever a foreign limited liability company authorized to

transact business in this state ceases to exist because of a

statutory merger or consolidation with a foreign business entity not

qualified to transact business in this state, it shall comply with

the provisions of Section 2047 of this title.

F. A registered agent of a foreign limited liability company

may resign by filing with the Office of the Secretary of State a

copy of the resignation, signed and acknowledged by the agent, which

contains a statement that notice of the resignation was given to the

limited liability company at least thirty (30) days prior to the

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

limited liability company at its address last known to the

registered agent and specifying such address therein.

1. Unless a later time is specified in the resignation, it is

effective thirty (30) days after it is filed.

2. If a foreign limited liability company fails to obtain and

designate a new registered agent prior to the expiration of the

thirty (30) days after the filing by the registered agent of a

resignation statement, the Secretary of State shall be deemed to be

the registered agent of such limited liability company.

G. Any individual or domestic or qualified foreign corporation,

limited liability company, or limited partnership designated by a

foreign limited liability company as its registered agent for

service of process may change the address of the registered office

of the limited liability company or limited liability companies 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 limited liability company, 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.

H. In the event of a change of name of any individual or

domestic or qualified foreign corporation, limited liability

company, or limited partnership designated by a foreign limited

liability company as its registered agent for service of process,

Oklahoma Statutes - Title 18. Corporations Page 573

the registered agent shall file with the Secretary of State a

certificate in the name of each affected limited liability company,

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 limited

liability company, a change of name of any person or domestic or

qualified foreign corporation, limited liability company, or limited

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

consolidation of the registered agent, with or into another person

or domestic or qualified foreign corporation, limited liability

company, or limited partnership which succeeds to its assets by

operation of law, shall be deemed a change of name for purposes of

this section.

I. If a limited liability company has no registered agent or

the registered agent cannot be found, then service of process on the

limited liability company may be made by serving the Secretary of

State as its agent as provided in Section 2004 of Title 12 of the

Oklahoma Statutes.
Okla. Stat. tit. 18, § 18-381.66a — OK Code / Title 18 / Section 18-381.66a
Conversion into national banking association or
Status: in_force

Oklahoma-chartered bank - Vesting of property rights - Pending

actions - Conversion of mutual associations - Disposition of

preexisting reserves.

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

members or stockholders called to consider such action, any

association may convert itself into a national banking association

pursuant to federal laws, or may convert itself into an Oklahoma-

chartered bank pursuant to the Oklahoma Banking Code, upon a

majority vote of the outstanding stock entitled to vote thereon or

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

in person or by proxy. An association converting to a state-

chartered bank shall file with the State Banking Commissioner an

application which shall be the application prescribed in Section 305

of Title 6 of the Oklahoma Statutes. However, the applicant shall

not be required to provide evidence of need of granting authority to

convert. The applicant association shall follow the publication

requirements of Section 306.1 of Title 6 of the Oklahoma Statutes.

Issuance of a state bank charter to the converting association by

the Oklahoma Banking Board shall follow the prescribed procedure of

the Oklahoma Banking Code. There shall be filed with the

Commissioner a copy of the charter issued to such national banking

association by the Office of the Comptroller of the Currency or of

the certificate of authority issued to such Oklahoma-chartered bank

by the Oklahoma Banking Board. Upon the grant to any association of

a charter by the Office of the Comptroller of the Currency or of a

certificate of authority by the Oklahoma Banking Board, the

association receiving such charter or certificate of authority shall

cease to be an association incorporated by this state. Upon

conversion of any association into a national banking association or

Oklahoma-chartered bank, such national banking association or

Oklahoma-chartered bank shall be deemed to be a continuation of the

entity of the association so converted. All property of the

converted association, including its rights, titles and interests in

and to all property of whatever kind, whether real, personal or

mixed, and things in action, and every right, privilege, interest

and asset of any conceivable value or benefit then existing or

pertaining to it, or which would inure to it, shall immediately by

operation of law and without any conveyance or transfer and without

any further act or deed remain and be vested in and continue and be

the property of such national banking association or Oklahoma-

chartered bank into which the association has converted itself.

Such national banking association or Oklahoma-chartered bank shall

have, hold and enjoy the same in its own right as fully and to the

same extent as the same was possessed, held and enjoyed by the

converting association, and such national banking association or

Oklahoma-chartered bank as of the time of the taking effect of such

Oklahoma Statutes - Title 18. Corporations Page 75

conversion shall continue to have and succeed to all the rights,

obligations and relations of the converting association. All

pending actions and other judicial proceedings to which the

converting association is a party shall not be deemed to have abated

or to have discontinued by reason of such conversion. Such pending

actions and other judicial proceedings may be prosecuted to final

judgment, order or decree in the same manner as if such conversion

into such national banking association or Oklahoma-chartered bank

had not been made. The national banking association or Oklahoma-

chartered bank resulting from such conversion may continue such

action in its corporate name as a national banking association or

Oklahoma-chartered bank, and any judgment, order or decree may be

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

against the converting association theretofore involved in such

judicial proceedings.property rights - Pending actions - Conversion of mutual associations - Disposition of preexisting

Oklahoma Statutes - Title 18. Corporations Page 2. The national banking association or Oklahoma-

chartered bank resulting from such conversion may continue such

action in its corporate name as a national banking association or

Oklahoma-chartered bank, and any judgment, order or decree may be

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

against the converting association theretofore involved in such

judicial proceedings.

B. In the case of a conversion of a mutual association to a

national banking association or Oklahoma-chartered bank, the members

of the mutual association, at the meeting at which conversion to a

national banking association or Oklahoma-chartered bank is voted

upon, shall also vote upon the directors who shall be the directors

of the national banking association or Oklahoma-chartered bank after

the conversion takes place. The directors shall file with the

Commissioner an application for conversion and a firm commitment

for, or evidence of, insurance of deposits and other accounts of a

withdrawable type by the Federal Deposit Insurance Corporation. The

Commissioner may refuse to approve the application if it has reason

to believe that the plan of conversion is not fair and equitable to

all of the members and that sufficient provision is not made to

protect the interests of the depositors of the prospective national

banking association or Oklahoma-chartered bank. Upon the approval

by the Commissioner and by the Office of the Comptroller of the

Currency or the Oklahoma Banking Board, the association shall cease

to be a mutual association.

C. The conversion of a mutual association into a national

banking association or Oklahoma-chartered bank shall be effected in

accordance with a plan of conversion adopted by the members as

provided in this section and consistent with the other provisions of

this title. The plan shall provide that:

1. Each deposit account holder in the converting mutual

association shall receive a deposit account in the converted

national banking association or Oklahoma-chartered bank equal in

amount to the deposit account of such holder in the mutual

association;

2. A record date for determining deposit account holders

entitled to purchase stock shall be established which is not less

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

conversion by the board of directors of such association;

Oklahoma Statutes - Title 18. Corporations Page 76

3. Officers, directors and employees of the association and

their associates shall forego any participation in the initial

distribution of permanent capital stock to the extent that any such

person increased the account of such person by more than Twenty

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

the record date established pursuant to this section. For this

purpose the term "associate" shall have the same meaning as in

Section 381.50 of this title;

4. The amount of stock of the converted national banking

association or Oklahoma-chartered bank to which a member is entitled

to subscribe shall be determined on the basis of the ratio of the

deposits of the member with the association on the record date to

the total deposits of the association on the record date, as applied

to the initial issuance of permanent capital stock. Each deposit

account holder as of the record date may receive warrants

authorizing the purchase of shares of permanent capital stock of the

converted national banking association or Oklahoma-chartered bank at

a price determined by the board of directors of the institution and

approved by the Commissioner or the Director of the Office of Thrift

Supervision, and scrip denoting fractional stock interests of less

than one share. However, no deposit account holder shall be

entitled to scrip representing fractional interests of less than

one-fifth (1/5) share of stock; and

5. In connection with a conversion, deposit account holders

shall have a preemptive right to purchase such permanent capital

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

the offer to sell permanent capital stock is made.

D. In no case of conversion of a mutual association to a

national banking association or Oklahoma-chartered bank shall any

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

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

reserves in accordance with directions of the Commissioner. The

reserves of the converted national banking association or Oklahoma-

chartered bank resulting from the conversion of a mutual association

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

of the Office of the Comptroller of the Currency or of the Federal

Deposit Insurance Corporation, respectively.
Okla. Stat. tit. 18, § 18-1007 — OK Code / Title 18 / Section 18-1007
Execution, acknowledgment, filing and effective date of
Status: in_force

original certificate of incorporation and other instruments -

Exceptions.

EXECUTION, ACKNOWLEDGMENT, FILING AND EFFECTIVE DATE OF ORIGINAL

CERTIFICATE OF INCORPORATION AND OTHER INSTRUMENTS; EXCEPTIONS

A. Whenever any provision of the Oklahoma General Corporation

Act requires any instrument to be filed in accordance with the

provisions of this section or with the provisions of the Oklahoma

General Corporation Act, the instrument shall be executed as

follows:

1. The certificate of incorporation and any other instrument to

be filed before the election of the initial board of directors, if

the initial directors were not named in the certificate of

incorporation, shall be signed by the incorporator or incorporators,

or in case of any other instrument, the incorporator's or

incorporators' successors and assigns. If any incorporator is not

available, then any other instrument may be signed, with the same

effect as if the incorporator had signed it, by any person for whom

or on whose behalf the incorporator, in executing the certificate of

incorporation, was acting directly or indirectly as employee or

agent; provided that the other instrument shall state that the

incorporator is not available and the reason therefor, that the

incorporator in executing the certificate of incorporation was

acting directly or indirectly as employee or agent for or on behalf

of the person, and that the person's signature on the instrument is

otherwise authorized and not wrongful;

2. All other instruments shall be signed:

a. by any authorized officer of the corporation,

b. if it appears from the instrument that there are no

such officers, then by a majority of the directors or

by those directors designated by the board,

c. if it appears from the instrument that there are no

such officers or directors, then by the holders of

record, or those designated by the holders of record,

of a majority of all outstanding shares of stock, or

d. by the holders of record of all outstanding shares of

stock.

B. Whenever any provision of the Oklahoma General Corporation

Act requires any instrument to be acknowledged, that requirement is

satisfied by either:

1. The formal acknowledgment by the person or one of the

persons signing the instrument that it is his or her act and deed or

the act and deed of the corporation, as the case may be, and that

the facts stated therein are true. The acknowledgment shall be made

before a person who is authorized by the law of the place of

execution to take acknowledgments of deeds and who shall affix a

seal of office, if any, to the instrument; or

Oklahoma Statutes - Title 18. Corporations Page 311

2. The signature, without more, of the person or persons

signing the instrument, in which case the signature or signatures

shall constitute the affirmation or acknowledgment of the signatory,

under penalty of perjury, that the instrument is his or her act and

deed or the act and deed of the corporation, as the case may be, and

that the facts stated therein are true.

C. Whenever any provision of the Oklahoma General Corporation

Act requires any instrument to be filed in accordance with the

provisions of this section or with the provisions of the Oklahoma

General Corporation Act, the requirement means that:

1. One signed instrument shall be delivered to the Office of

the Secretary of State;

2. All delinquent franchise taxes authorized by law to be

collected by the Oklahoma Tax Commission shall be tendered to the

Oklahoma Tax Commission as prescribed by Sections 1201 through 1214

of Title 68 of the Oklahoma Statutes;

3. All fees authorized by law to be collected by the Secretary

of State in connection with the filing of the instrument shall be

tendered to the Secretary of State; and

4. Upon delivery of the instrument, and upon tender of the

required taxes and fees, the Secretary of State shall certify that

the instrument has been filed in the Secretary of State's office by

endorsing upon the signed instrument the word "Filed", and the date

of its filing. This endorsement is the "filing date" of the

instrument, and is conclusive of the date of its filing in the

absence of actual fraud. Upon request, the Secretary of State shall

also endorse the hour that the instrument was filed, which

endorsement shall be conclusive of the hour of its filing in the

absence of actual fraud. The Secretary of State shall thereupon

file and index the endorsed instrument.

D. Any instrument filed in accordance with the provisions of

subsection C of this section shall be effective upon its filing

date. Any instrument may provide that it is not to become effective

until a specified time subsequent to the time it is filed, but that

date shall not be later than a time on the ninetieth day after the

date of its filing. If any instrument filed in accordance with

subsection C of this section provides for a future effective date or

time and if the transaction is terminated or its terms are amended

to change the future effective date or time prior to the future

effective date or time, the instrument shall be terminated or

amended by the filing, prior to the future effective date or time

set forth in the instrument, of a certificate of termination or

amendment of the original instrument, executed in accordance with

subsection A of this section, which shall identify the instrument

which has been terminated or amended and shall state that the

instrument has been terminated or the manner in which it has been

amended.

Oklahoma Statutes - Title 18. Corporations Page 312

E. If another section of the Oklahoma General Corporation Act

specifically prescribes a manner of executing, acknowledging, or

filing a specified instrument or a time when an instrument shall

become effective which differs from the corresponding provisions of

this section, then the provisions of the other section shall govern.

F. Whenever any instrument authorized to be filed with the

Secretary of State under any provision of this title has been so

filed and is an inaccurate record of the corporate action therein

referred to, or was defectively or erroneously executed, sealed, or

acknowledged, the instrument may be corrected by filing with the

Secretary of State a certificate of correction of the instrument

which shall be executed, acknowledged and filed in accordance with

the provisions of this section. The certificate of correction shall

specify the inaccuracy or defect to be corrected and shall set forth

the portion of the instrument in corrected form. The corrected

instrument shall be effective as of the date the original instrument

was filed, except as to those persons who are substantially and

adversely affected by the correction and as to those persons the

corrected instrument shall be effective from the filing date of the

corrected instrument.

G. If any instrument authorized to be filed with the Secretary

of State pursuant to any provision of this title is filed

inaccurately or defectively, or is erroneously executed, sealed, or

acknowledged, or is otherwise defective in any respect, the

Secretary of State shall have no liability to any person for the

preclearance for filing, the acceptance for filing, or the filing

and indexing of such instrument.

H. When authorized by the rules of the Secretary of State, any

signature on any instrument authorized to be filed with the

Secretary of State under any provision of this title may be a

facsimile signature, a conformed signature, or an electronically

transmitted signature.

I. 1. If:

a. (1) together with the actual delivery of an

instrument and tender of the required taxes and

fees, there is delivered to the Secretary of

State a separate affidavit, which in its heading

shall be designated as an affidavit of

extraordinary condition, attesting, on the basis

of personal knowledge of the affiant or a

reliable source of knowledge identified in the

affidavit, that an earlier effort to deliver the

instrument and tender taxes and fees was made in

good faith, specifying the nature, date and time

of the good faith effort and requesting that the

Secretary of State establish the date and time as

the filing date of the instrument, or

Oklahoma Statutes - Title 18. Corporations Page 313

(2) upon the actual delivery of an instrument and

tender of the required taxes and fees, the

Secretary of State in his or her discretion

provides a written waiver of the requirement for

an affidavit stating that it appears to the

Secretary of State that an earlier effort to

deliver the instrument and tender the taxes and

fees was made in good faith and specifying the

date and time of the effort, and

b. the Secretary of State determines that an

extraordinary condition existed at that date and time,

that the earlier effort was unsuccessful as a result

of the existence of an extraordinary condition, and

that the actual delivery and tender were made within a

reasonable period, not to exceed two (2) business

days, after the cessation of the extraordinary

condition,

then the Secretary of State may establish the date and time as the

filing date of the instrument. No fee shall be paid to the

Secretary of State for receiving an affidavit of extraordinary

condition.

2. For purposes of this subsection, an extraordinary condition

means: any emergency resulting from an attack on, invasion or

occupation by foreign military forces of, or disaster, catastrophe,

war or other armed conflict, revolution or insurrection, or rioting

or civil commotion in, the United States or a locality in which the

Secretary of State conducts its business or in which the good faith

effort to deliver the instrument and tender the required taxes and

fees is made, or the immediate threat of any of the foregoing; or

any malfunction or outage of the electrical or telephone service to

the Secretary of State's office, or weather or other condition in or

about a locality in which the Secretary of State conducts its

business, as a result of which the Secretary of State's office is

not open for the purpose of the filing of instruments under the

Oklahoma General Corporation Act or the filing cannot be effected

without extraordinary effort. The Secretary of State may require

such proof as it deems necessary to make the determination required

under subparagraph b of paragraph 1 of this subsection, and any

determination shall be conclusive in the absence of actual fraud.

3. If the Secretary of State establishes the filing date of an

instrument pursuant to this subsection, the date and time of

delivery of the affidavit of extraordinary condition or the date and

time of the Secretary of State's written waiver of the affidavit

shall be endorsed on the affidavit or waiver and the affidavit or

waiver, so endorsed, shall be attached to the filed instrument to

which it relates. The filed instrument shall be effective as of the

date and time established as the filing date by the Secretary of

Oklahoma Statutes - Title 18. Corporations Page 314

State pursuant to this subsection, except as to those persons who

are substantially and adversely affected by the establishment and,

as to those persons, the instrument shall be effective from the date

and time endorsed on the affidavit of extraordinary condition or

written waiver attached thereto.
Okla. Stat. tit. 18, § 18-441-602 — OK Code / Title 18 / Section 18-441-602
Patron and investor members’ interests
Status: in_force

PATRON AND INVESTOR MEMBERS’ INTERESTS.

(a) Unless the organic rules establish investor members’

interests, a member’s interest is a patron member’s interest.

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

cooperative association has investor members, while a person is a

member of the association, the person:

(1) If admitted as a patron member, remains a patron member;

(2) If admitted as an investor member, remains an investor

member; and

(3) If admitted as a patron member and investor member remains

a patron and investor member if not dissociated in one of the

capacities.
Okla. Stat. tit. 18, § 18-381.22 — OK Code / Title 18 / Section 18-381.22
Corporate name
Status: in_force

The name of every association hereafter incorporated pursuant to

this act, and of any existing association which hereafter changes

its name, shall be approved by the State Banking Commissioner. The

name shall not so nearly resemble the name of another association or

federal association as to be likely to deceive the public.

Associations may operate under trade names as approved by the

Commissioner.
Okla. Stat. tit. 18, § 18-1130 — OK Code / Title 18 / Section 18-1130
Foreign corporations - Definition - Qualification to do
Status: in_force

business in state - Procedure

FOREIGN CORPORATIONS; DEFINITION; QUALIFICATION TO DO BUSINESS IN

STATE; PROCEDURE

A. As used in the Oklahoma General Corporation Act, the words

"foreign corporation" mean a corporation organized pursuant to the

laws of any jurisdiction other than this state.

B. No foreign corporation shall do any business in this state,

through or by branch offices, agents or representatives located in

this state, until it shall have paid to the Secretary of State of

this state the fees prescribed in Section 1142 of this title and

shall have filed with the Secretary of State:

1. A certificate as of a date not earlier than six (6) months

prior to the filing date issued by an authorized officer of the

jurisdiction of its incorporation evidencing its corporate

existence. If such certificate is in a foreign language, a

translation thereof, under oath of the translator, shall be attached

thereto;

2. A statement executed by an authorized officer of the

corporation and acknowledged in accordance with the provisions of

Section 1007 of this title, setting forth:

a. the mailing address of the corporation's principal

place of business, wherever located,

b. the name and street address of its additional

registered agent in this state, if any, which agent

may be an individual resident in this state, a

domestic corporation, a domestic partnership whether

general or limited and including a limited liability

partnership or a limited liability limited

partnership, a domestic limited liability company, a

domestic statutory trust, a foreign corporation other

than a foreign partnership whether general or limited

and including a limited liability partnership or a

limited liability limited partnership, a foreign

limited liability company or a foreign statutory

trust, if authorized to transact business in this

state,

c. the aggregate number of its authorized shares itemized

by classes, par value of shares, shares without par

Oklahoma Statutes - Title 18. Corporations Page 502

value, and series, if any, within any classes

authorized, unless it has no authorized capital,

d. a statement, as of a date not earlier than six (6)

months prior to the filing date, of the assets and

liabilities of the corporation,

e. the business it proposes to do in this state and a

statement that it is authorized to do that business in

the jurisdiction of its incorporation, and

f. a statement of the maximum amount of capital such

corporation intends and expects to invest in the state

at any time during the current fiscal year. "Invested

capital" is defined as the value of the maximum amount

of funds, credits, securities and property of whatever

kind existing at any time during the fiscal year in

the State of Oklahoma and used or employed by such

corporation in its business carried on in this state.

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

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

issue a sufficient number of certificates under the hand and

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

the statement required by the provisions of subsection B of this

section. The certificate of the Secretary of State shall be prima

facie evidence of the right of the corporation to do business in

this state; provided that the Secretary of State shall not issue

such certificate unless the name of the corporation is such as to

distinguish it upon the records of the Office of the Secretary of

State in accordance with the provisions of Section 1141 of this

title.

D. A foreign corporation, upon receiving a certificate from the

Secretary of State, shall enjoy the same rights and privileges as,

but not greater than, a corporation organized under the laws of this

state for the purposes set forth in the statement filed by the

corporation with the Secretary of State pursuant to which such

certificate is issued and, except as otherwise provided in the

Oklahoma General Corporation Act, shall be subject to the same

duties, restrictions, penalties and liabilities now or hereafter

imposed upon a corporation organized under the laws of this state

with like purpose and of like character.
Okla. Stat. tit. 18, § 18-381.27 — OK Code / Title 18 / Section 18-381.27
Membership and voting rights
Status: in_force

Every holder of a deposit account of a mutual association and

every borrower on the security of a mortgage or acquiring ownership

of property upon which a mortgage is held by the association shall

be deemed a member of such association. In a mutual association, a

holder of a deposit account shall be entitled to one vote for each

One Hundred Dollars ($100.00) of the deposit account of the holder,

and a mortgagor or owner of property on which the association holds

a mortgage shall be entitled to one vote at all meetings of the

members. Holders of the capital stock in a stock association shall

have exclusive voting rights.
Okla. Stat. tit. 18, § 18-2017 — OK Code / Title 18 / Section 18-2017
Member or manager - Limitation or elimination of
Status: in_force

liability - Indemnification - Creation of series or groups.

MEMBER OR MANAGER – LIMITATION OR ELIMINATION

OF LIABILITY – INDEMNIFICATION –

CREATION OF SERIES OR GROUPS

A. Subject to subsection B of this section, the articles of

organization or operating agreement may:

1. Eliminate or limit the personal liability of a member or

manager for monetary damages for breach of any duty provided for in

Section 2016 of this title; and

2. Provide for indemnification of a member or manager for

judgments, settlements, penalties, fines or expenses incurred in any

proceeding because the person is or was a member or manager.

B. No provision permitted under subsection A of this section

shall limit or eliminate the liability of a manager for:

1. Any breach of the manager’s duty of loyalty to the limited

liability company or its members;

2. Acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of law; or

3. Any transaction from which the manager derived an improper

personal benefit.

Oklahoma Statutes - Title 18. Corporations Page 553

C. The articles of organization or operating agreement may

define the scope of any duties owned by the members or managers to

the limited liability company, if not manifestly unreasonable. A

definition shall not eliminate the duty of loyalty or the obligation

of good faith and fair dealing.

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

members or managers or both having such relative rights, powers and

duties as the operating agreement may provide, and may provide for

the creation in the manner provided in the operating agreement of

additional classes or groups of members or managers or both having

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

established, including rights, powers and duties senior to existing

classes and groups of members or managers. An operating agreement

may provide for the taking of an action, including the amendment of

the operating agreement, without the vote or approval of any member

or manager or class or group of members or managers, including an

action to create under the operating agreement a class or group of

membership interests that was not previously outstanding. An

operating agreement may provide that any member or class or group of

members shall have no voting rights.
Okla. Stat. tit. 18, § 18-441-1608 — OK Code / Title 18 / Section 18-441-1608
Approval or abandonment of merger by members
Status: in_force

APPROVAL OR ABANDONMENT OF MERGER BY MEMBERS.

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

of merger must be approved by:

Oklahoma Statutes - Title 18. Corporations Page 232

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

present at a members meeting called under subsection (b) of Section

140 of this act; and

(2) If the limited cooperative association has investor

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

unless the organic rules require a greater percentage vote by patron

members.

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

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

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

members voting at the meeting;

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

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

(c) The vote required to approve a plan of merger may not be

less than the vote required for the members of the limited

cooperative association to amend the articles of organization.

(d) Consent in a record to a plan of merger by a member must be

delivered to the limited cooperative association before delivery of

articles of merger for filing pursuant to Section 142 of this act if

as a result of the merger the member will have:

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

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

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

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

before the effective date of the merger, a limited cooperative

association that is a party to the merger may approve an amendment

to the plan of merger or approve abandonment of the planned merger:

(1) As provided in the plan; and

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

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

approve the plan.

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

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

under this article.
Okla. Stat. tit. 18, § 18-1006 — OK Code / Title 18 / Section 18-1006
See the following versions:
Status: in_force

OS 18-1006v1 (SB 649, Laws 2024, c. 121, § 1).

Oklahoma Statutes - Title 18. Corporations Page 298

OS 18-1006v2 (SB 620, Laws 2024, c. 120, § 10).
Okla. Stat. tit. 18, § 18-438.30 — OK Code / Title 18 / Section 18-438.30
Connections with other lines
Status: in_force

Any cooperative or foreign corporation doing business in this

state pursuant to this act (such cooperative or corporation being

designated in this section as "applicant") shall have the right to

require any person furnishing telephone service to the public in

this state (such person being designated in this section as

"company") to interconnect the company's lines, facilities or

systems with, or otherwise make available such lines, facilities or

systems to the applicant's telephone lines, facilities or systems,

in order to provide a continuous line of communication for the

applicant's subscribers. In the event the connecting company and

the applicant shall be unable to agree upon the terms and conditions

of such interconnection, including compensation therefor, within

thirty (30) days after request by the applicant, the Corporation

Oklahoma Statutes - Title 18. Corporations Page 139

Commission shall by order direct that such interconnection be made

and shall prescribe the terms and conditions thereof, which shall be

reasonable and nondiscriminatory. Nothing in this section shall be

deemed to subject a cooperative to the jurisdiction of the

Corporation Commission except and only to the extent required to

carry out the provisions hereof.
Okla. Stat. tit. 18, § 18-434 — OK Code / Title 18 / Section 18-434
Financial statements
Status: in_force

At the time of each dividend or apportionment of profits and at

least once in every year, the directors shall cause to be prepared a

statement showing the financial condition of the corporation at the

end of the period to which such dividend or apportionment relates,

in such form as shall fully exhibit the assets and liabilities of

the corporation; its earnings and profits, purchases and sales,

expenses and outlays, for the period covered by such dividend or

apportionment, in such manner that a good understanding of the

condition of the company, may be obtained from such statement, and

shall cause such statement to be kept on file with the secretary

where the same may be examined by any member of the corporation at

all reasonable times.
Okla. Stat. tit. 18, § 18-438.3 — OK Code / Title 18 / Section 18-438.3
Definitions
Status: in_force

As used in this act:

1. "Cooperative" means any corporation organized pursuant to or

which becomes subject to the provisions of the Telephone Cooperative

Corporations Act;

2. "Person" means any natural person, firm, association,

corporation, business trust, or partnership;

3. "Telephone company" means any natural person, firm,

association, corporation, or partnership, other than a cooperative

or mutual telephone company, owning, leasing, or operating any line,

facility, or system used in furnishing telephone service within this

state;

4. "Communication services" means the transmitting, receiving,

or both, of information, signals or messages by wire, radio,

cellular radio, microwave, fiber optics or any other means, and

includes, but is not limited to, the providing of lines, facilities

and systems used in providing the services;

Oklahoma Statutes - Title 18. Corporations Page 123

5. "Member" means the incorporators of a cooperative and each

person thereafter lawfully admitted to membership therein pursuant

to the provisions contained in the bylaws; and

6. "Patron" means a member of the cooperative who is eligible

to receive patronage dividends or to earn capital credits as a

result of the purchase of certain services from the cooperative, as

provided by subsection D of Section 438.9 of this title.
Okla. Stat. tit. 18, § 18-1008 — OK Code / Title 18 / Section 18-1008
Certificate of incorporation - Definition
Status: in_force

CERTIFICATE OF INCORPORATION; DEFINITION

The term "certificate of incorporation", as used in the Oklahoma

General Corporation Act, unless the context requires otherwise,

includes not only the original certificate of incorporation filed to

create a corporation but also all other certificates, agreements of

merger or consolidation, plans of reorganization, or other

instruments, howsoever designated, which are filed pursuant to the

provisions of Sections 1006, 1023 through 1026, 1032, 1076 through

1087, 1090.2, or 1118 through 1120 of this title, or any other

section of this title, and which have the effect of amending or

supplementing in some respect a corporation's certificate of

incorporation.
Okla. Stat. tit. 18, § 18-809 — OK Code / Title 18 / Section 18-809
License requirement
Status: in_force

Except as provided in Section 815 of this title, no person shall

hold an interest in a domestic professional entity including a

domestic professional entity that owns a domestic professional

entity rendering professional service who is not duly licensed or

Oklahoma Statutes - Title 18. Corporations Page 277

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 organized. No person

shall be a shareholder of a professional corporation who is not duly

licensed or otherwise permitted to render the same professional

services or related professional services as the services for which

the corporation is organized. An owner of a qualified foreign

professional entity need not be duly licensed if he or she is not

rendering professional services in this state.
Okla. Stat. tit. 18, § 18-441-816 — OK Code / Title 18 / Section 18-441-816
Voting
Status: in_force

VOTING.

(a) Each director shall have one vote for purposes of decisions

made by the board of directors.

(b) Unless the organic rules otherwise provide, the affirmative

vote of a majority of directors present at a meeting is required for

action by the board of directors.
Okla. Stat. tit. 18, § 18-441-815 — OK Code / Title 18 / Section 18-441-815
Quorum
Status: in_force

QUORUM.

(a) Unless the articles of organization provide for a greater

number, a majority of the total number of directors specified by the

organic rules constitutes a quorum for a meeting of the directors.

(b) If a quorum of the board of directors is present at the

beginning of a meeting, any action taken by the directors present is

valid even if withdrawal of directors originally present results in

the number of directors being fewer than the number required for a

quorum.

(c) A director present at a meeting but objecting to notice

under paragraph (1) or (2) of subsection (b) of Section 79 of this

act does not count toward a quorum.
Okla. Stat. tit. 18, § 18-438.2 — OK Code / Title 18 / Section 18-438.2
Organization authorized - Purpose
Status: in_force

Cooperative, nonprofit corporations may be organized under this

act for the purpose of furnishing communication services to the

widest practicable number of users of such service.
Okla. Stat. tit. 18, § 18-2007 — OK Code / Title 18 / Section 18-2007
Delivery of articles to Secretary of State - Filing -
Status: in_force

Time when effective.

A. One signed copy of the articles of organization or any other

articles authorized by this act shall be delivered to the Secretary

of State. Unless the Secretary of State finds that any articles do

not conform to law, upon receipt of all filing and other fees

required by law, he or she shall:

1. Endorse on each copy the word “filed” and the day, month and

year, and the time, if applicable, of the filing thereof;

2. File one copy in his or her office; and

3. Return a file-stamped copy to the person who filed it or his

or her representative.

B. Unless a future effective date or time, which shall be a

specified date or time not later than ninety (90) days after the

filing, is provided in the articles, articles of organization are

effective, and the limited liability company is formed, at the time

of the filing of the articles of organization with the Secretary of

State.

C. Unless a future effective date or time, which shall be a

specified date or time not later than ninety (90) days after the

filing, is provided in the articles, articles of amendment, merger,

consolidation, conversion or dissolution are effective at the time

of their filing with the Secretary of State.
Okla. Stat. tit. 18, § 18-471 — OK Code / Title 18 / Section 18-471
Venue of actions
Status: in_force

Any foreign corporation, doing business in the State of

Oklahoma, and any person now or hereafter having any cause of action

against such corporation, arising on contract, tort, or otherwise,

may file suit in any county in the State of Oklahoma where the

plaintiff resides or where said corporation has its principal place

of business, or has property, or in any county where said

Oklahoma Statutes - Title 18. Corporations Page 236

corporation has an agent appointed upon whom service of summons or

other process may be had.
Okla. Stat. tit. 18, § 18-437.15 — OK Code / Title 18 / Section 18-437.15
Conversion of existing corporations
Status: in_force

Any corporation organized under the laws of this state for the

purpose, among others, of supplying electric energy in rural areas

may be converted into a cooperative and become subject to this act

with the same effect as if originally organized under this act by

complying with the following requirements:

(a) The proposition for the conversion of such corporation into

a cooperative and proposed articles of conversion to give effect

thereto shall be first approved by the board of trustees or the

board of directors, as the case may be, of such corporation. The

proposed articles of conversion shall recite in the caption that

Oklahoma Statutes - Title 18. Corporations Page 117

they are executed pursuant to this act and shall state: (1) the name

of the corporation prior to its conversion into a cooperative; (2)

the address of the principal office of such corporation; (3) the

date of the filing of the articles of incorporation of such

corporation in the office of the Secretary of State; (4) the statute

or statutes under which such corporation was organized; (5) the name

assumed by such corporation; (6) a statement that such corporation

elects to become a cooperative, nonprofit, membership corporation

subject to this act; (7) the manner and basis of converting either

memberships in or shares of stock of such corporation into

memberships therein after completion of the conversion; and (8) any

provisions not inconsistent with this Act deemed necessary or

advisable for the conduct of the business and affairs of such

corporation;

(b) The proposition for the conversion of such corporation into

a cooperative and the proposed articles of conversion approved by

the board of trustees or board of directors, as the case may be, of

such corporation shall then be submitted to a vote of the members or

stockholders, as the case may be, of such corporation at any duly

held annual or special meeting thereof, the notice of which shall

set forth full particulars concerning the proposed conversion. The

proposition for the conversion of such corporation into a

cooperative and the proposed articles of conversion, with such

amendments thereto as the members or stockholders of such

corporation shall choose to make, shall be deemed to be approved

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

members of such corporation voting thereon at such meeting, or, if

such corporation is a stock corporation, upon the affirmative vote

of the holders of not less than two-thirds of the capital stock of

such corporation represented at such meeting;

(c) Upon such approval by the members or stockholders of such

corporation, articles of conversion in the form approved by such

members or stockholders shall be executed and acknowledged on behalf

of such corporation by its president or vice president and its

corporate seal shall be affixed thereto and attested by its

secretary. The president or vice president executing such articles

of conversion on behalf of such corporation shall also make and

annex thereto an affidavit stating that the provisions of this

section with respect to the approval of its trustees or directors

and its members or stockholders, of the proposition for the

conversion of such corporation into a cooperative and such articles

of conversion were duly complied with. Such articles of conversion

and affidavit shall be submitted to the Secretary of State for

filing as provided in this act. The term "articles of

incorporation" as used in this act shall be deemed to include the

articles of conversion of a converted corporation.