reglab/housing_qa huggingface dataset:
18 OK Stat § 18-1028 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1028. Officers - Titles, Duties, Selection, Term - Failure to Elect - Vacancies.

|OFFICERS; TITLES, DUTIES, SELECTION, TERM; |FAILURE TO ELECT; VACANCIESA. Every corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with the provisions of paragraph 2 of subsection A of Section 7 and Section 39 of this act. One of the officers shall have the duty to record the proceedings of the meetings of the shareholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the certificate of incorporation or bylaws provide otherwise.B. Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.C. The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.D. A failure to elect officers shall not dissolve or otherwise affect the corporation.E. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.Added by Laws 1986, c. 292, § 28, eff. Nov. 1, 1986.
18 OK Stat § 18-1029 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1029. Loans to Employees and Officers - Guaranty of Obligations of Employees and Officers.

|LOANS TO EMPLOYEES AND OFFICERS; GUARANTY OF OBLIGATIONS |OF EMPLOYEES AND OFFICERSAny corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be construed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.Added by Laws 1986, c. 292, § 29, eff. Nov. 1, 1986.
18 OK Stat § 18-1030 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1030. Interested Directors - Quorum.

|INTERESTED DIRECTORS; QUORUM |A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:1. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;2. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or3. The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.Added by Laws 1986, c. 292, § 30, eff. Nov. 1, 1986.
18 OK Stat § 18-1033 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1033. Issuance of stock, lawful consideration - Fully paid 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 such form and in such manner as 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. The resolution authorizing the issuance of capital stock may provide that any stock to be issued pursuant to such resolution may be issued in one or more transactions in such numbers and at such times as are set forth in or determined by or in the manner set forth in the resolution, which may include a determination or action by any person or body including the corporation, provided the resolution fixes a maximum number of shares that may be issued pursuant to such resolution, a time period during which such shares may be issued and a minimum amount of consideration for which such shares may be issued. The board of directors may determine the amount of consideration for which shares may be issued by setting a minimum amount of consideration or by approving a formula by which the amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of the authorized consideration.B. The provisions of subsection A of this section shall not be construed to prevent the board of directors from issuing partly paid shares in accordance with the provisions of Section 1037 of this title.Added by Laws 1986, c. 292, § 33, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, § 5; Laws 2017, c. 323, § 7, eff. Nov. 1, 2017; Laws 2021, c. 51, § 4, eff. Nov. 1, 2021.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
18 OK Stat § 18-1034 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1034. Consideration for Stock.

|CONSIDERATION FOR STOCK |A. Shares of stock with par value may be issued for such consideration, having a value not less than the par value thereof, as is determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.B. Shares of stock without par value may be issued for such consideration as is determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.C. Treasury shares may be disposed of by the corporation for such consideration as may be determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.D. If the certificate of incorporation reserves to the shareholders the right to determine the consideration for the issue of any shares, the shareholders, unless the certificate requires a greater vote, shall do so by a vote of a majority of the outstanding stock entitled to vote thereon.Added by Laws 1986, c. 292, § 34, eff. Nov. 1, 1986.
18 OK Stat § 18-1035 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1035. Determination of amount of capital - Capital, surplus and net assets defined.

|DETERMINATION OF AMOUNT OF CAPITAL; CAPITAL, |SURPLUS AND NET ASSETS DEFINEDAny corporation, by resolution of its board of directors, may determine that only a part of the consideration which shall be received by the corporation for any of the shares of its capital stock which it shall issue from time to time shall be capital; but, in case any of the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be in excess of the aggregate par value of the shares issued for such consideration having a par value, unless all the shares issued shall be shares having a par value, in which case the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. In each such case the board of directors shall specify in dollars the part of such consideration which shall be capital. If the board of directors shall not have determined, at the time of issue of any shares of the capital stock of the corporation issued for cash or within sixty (60) days after the issue of any shares of the capital stock of the corporation issued for consideration other than cash, what part of the consideration for such shares shall be capital, the capital of the corporation in respect of such shares shall be an amount equal to the aggregate par value of such shares having a par value, plus the amount of the consideration for such shares without par value. The amount of the consideration so determined to be capital in respect of any shares without par value shall be the stated capital of such shares. The capital of the corporation may be increased from time to time by resolution of the board of directors directing that a portion of the net assets of the corporation in excess of the amount so determined to be capital be transferred to the capital account. The board of directors may direct that the portion of such net assets so transferred shall be treated as capital in respect of any shares of the corporation of any designated class or classes. The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital shall be surplus. "Net assets" means the amount by which total assets exceed total liabilities. Capital and surplus are not liabilities for this purpose. Notwithstanding anything in this section to the contrary, for purposes of this section and Sections 1041 and 1049 of this title, the capital of any nonstock corporation shall be deemed to be zero.Added by Laws 1986, c. 292, § 35, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, § 6; Laws 2019, c. 88, § 7, eff. Nov. 1, 2019.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
18 OK Stat § 18-1036 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1036. Fractions of Shares.

|FRACTIONS OF SHARES |A corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall:1. arrange for the disposition of fractional interests by those entitled thereto; or2. pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or3. issue scrip or warrants in registered form (either represented by a certificate or be uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share.A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.Added by Laws 1986, c. 292, § 36, eff. Nov. 1, 1986.
18 OK Stat § 18-1037 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1037. Partly paid shares.

|PARTLY PAID SHARES |Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated and the corporation shall comply with applicable provisions of Section 8-209 of Title 12A of the Oklahoma Statutes. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.Added by Laws 1986, c. 292, § 37, eff. Nov. 1, 1986. Amended by Laws 1999, c. 141, § 3, eff. Nov. 1, 1999.
18 OK Stat § 18-1039 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1039. Stock certificates – Uncertificated shares.

|STOCK CERTIFICATES; UNCERTIFICATED SHARES |The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any two authorized officers of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. A corporation shall not have the power to issue a certificate in bearer form.Added by Laws 1986, c. 292, § 39, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, § 9, eff. Nov. 1, 2004; Laws 2008, c. 253, § 8; Laws 2017, c. 323, § 8, eff. Nov. 1, 2017.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
18 OK Stat § 18-1040 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1040. Shares of Stock - Personal Property, Transfer and Taxation.

|SHARES OF STOCK; PERSONAL PROPERTY, TRANSFER AND TAXATION |The shares of stock in every corporation shall be deemed personal property and transferable as provided for in the Uniform Commercial Code - Investment Securities. No stock or bonds issued by any corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall be taxed by this state when the same shall be owned by nonresidents of this state or by foreign corporations.Added by Laws 1986, c. 292, § 40, eff. Nov. 1, 1986.
18 OK Stat § 18-1042 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1042. Issuance of Additional Stock - When and by Whom.

|ISSUANCE OF ADDITIONAL STOCK; WHEN AND BY WHOM |The directors, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, may issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.Added by Laws 1986, c. 292, § 42, eff. Nov. 1, 1986.
18 OK Stat § 18-1043 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1043. Liability of Shareholder or Subscriber for Stock not Paid in Full.

|LIABILITY OF SHAREHOLDER OR SUBSCRIBER |FOR STOCK NOT PAID IN FULLA. When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber for such shares shall be bound to pay on each share held or subscribed for by him the sum necessary to complete the amount of the unpaid balance of the consideration for which such shares were issued or to be issued by the corporation.B. The amounts which shall be payable as provided in subsection A of this section may be recovered as provided for in Section 124 of this act, after a writ of execution against the corporation has been returned unsatisfied as provided for in that section.C. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor.D. No person holding shares in any corporation as collateral security shall be personally liable as a shareholder but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a shareholder, but the estate or funds held by such executor, administrator, guardian, trustee or other fiduciary in such fiduciary capacity shall be liable.E. No liability under the provisions of this section or under the provisions of Section 124 of this act shall be asserted more than six (6) years after the issuance of the stock or the date of the subscription upon which the assessment is sought.F. In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under the provisions of this section, any shareholder or subscriber for stock of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee.Added by Laws 1986, c. 292, § 43, eff. Nov. 1, 1986.
18 OK Stat § 18-1044 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1044. Payment for Stock Not Paid in Full.

|PAYMENT FOR STOCK NOT PAID IN FULL |The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. The directors, from time to time, may demand payment, in respect of each share of stock not fully paid, of such sum of money as the necessities of the business, in the judgment of the board of directors, may require, not exceeding in the whole the balance remaining unpaid on such stock, and such sum so demanded shall be paid to the corporation at such times and by such installments as the directors shall direct. The directors shall give written notice of the time and place of such payments, which notice shall be mailed at least thirty (30) days before the time for such payment, to each holder of or subscriber for stock which is not fully paid at his last-known post office address.Added by Laws 1986, c. 292, § 44, eff. Nov. 1, 1986.
18 OK Stat § 18-1045 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1045. Failure to Pay for Stock - Remedies.

|FAILURE TO PAY FOR STOCK; REMEDIES |When any shareholder fails to pay any installment or call upon his stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any balance thereof remaining unpaid, from the said shareholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent shareholder as will pay all demands then due from him with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement at least one (1) week before the sale, in a newspaper of the county in this state where such corporation's registered office is located, and such notice shall be mailed by the corporation to such delinquent shareholder at his last-known post office address, at least twenty (20) days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the corporation has its registered office, within one (1) year from the date of the bringing of such action at law, said stock and the amount previously paid in by the delinquent shareholder on the stock shall be forfeited to the corporation.Added by Laws 1986, c. 292, § 45, eff. Nov. 1, 1986.
18 OK Stat § 18-1046 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1046. Revocability of Pre-Incorporation Subscriptions.

|REVOCABILITY OF PRE-INCORPORATION SUBSCRIPTIONS |Unless otherwise provided for by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of six (6) months from its date.Added by Laws 1986, c. 292, § 46, eff. Nov. 1, 1986.
18 OK Stat § 18-1047 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1047. Formalities Required of Stock Subscriptions.

|FORMALITIES REQUIRED OF STOCK SUBSCRIPTIONS |A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by his agent.Added by Laws 1986, c. 292, § 47, eff. Nov. 1, 1986.
18 OK Stat § 18-1048 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1048. Situs of Ownership of Stock.

|SITUS OF OWNERSHIP OF STOCK |For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this state, whether organized in accordance with the provisions of the Oklahoma General Corporation Act or otherwise, shall be regarded as in this state.Added by Laws 1986, c. 292, § 48, eff. Nov. 1, 1986.