reglab/housing_qa huggingface dataset:
18 OK Stat § 18-441-1006 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1006. Redemption or repurchase.

|REDEMPTION OR REPURCHASE. Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of Section 96 of this act. |Added by Laws 2009, c. 68, § 95, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1007 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1007. Limitations on distributions.

|LIMITATIONS ON DISTRIBUTIONS. |(a) A limited cooperative association may not make a distribution if, after the distribution:(1) The association would not be able to pay its debts as they become due in the ordinary course of the association’s activities; or(2) The association’s assets would be less than the sum of its total liabilities.(b) A limited cooperative association may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.(c) Except as otherwise provided in subsection (d) of this section, the effect of a distribution allowed under subsection (b) of this section is measured:(1) In the case of distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the date money or other property is transferred or debt is incurred by the association; and(2) In all other cases, as of the date:(A)the distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or(B)the payment is made, if payment occurs more than one hundred twenty (120) days after the distribution is authorized.(d) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.(e) For purposes of this section, “distribution” does not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide retirement or other benefits program.Added by Laws 2009, c. 68, § 96, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1008 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1008. Liability for improper distributions - Limitation of action.

|LIABILITY FOR IMPROPER DISTRIBUTIONS; LIMITATION OF ACTION. |(a) A director who consents to a distribution that violates Section 96 of this act is personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the director failed to comply with Section 83 or 84 of this act.(b) A member or transferee of financial rights which received a distribution knowing that the distribution was made in violation of Section 96 of this act is personally liable to the limited cooperative association to the extent the distribution exceeded the amount that could have been properly paid.(c) A director against whom an action is commenced under subsection (a) may:(1) Implead in the action any other director who is liable under subsection (a) of this section and compel contribution from the person; and(2) Implead in the action any person that is liable under subsection (b) of this section and compel contribution from the person in the amount the person received as described in subsection (b) of this section.(d) An action under this section is barred if it is commenced later than two (2) years after the distribution.Added by Laws 2009, c. 68, § 97, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1009 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1009. Relation to state securities law.

|RELATION TO STATE SECURITIES LAW. Patron members’ interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under Section 437.27 of Title 18 of the Oklahoma Statutes. |Added by Laws 2009, c. 68, § 98, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1102 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1102. Effect of dissociation as member.

|EFFECT OF DISSOCIATION AS MEMBER. |(a) Upon a member’s dissociation:(1) Subject to Section 101 of this act, the person has no further rights as a member; and(2) Subject to Section 101 of this act and Article 16 of the Uniform Limited Cooperative Association Act of 2009, any financial rights owned by the person in the person’s capacity as a member immediately before dissociation are owned by the person as a transferee.(b) A person’s dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to the limited cooperative association which the person incurred under the organic rules, by contract, or by other means while a member.Added by Laws 2009, c. 68, § 100, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1103 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1103. Power of estate of member.

|POWER OF ESTATE OF MEMBER. Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member’s personal representative or other legal representative may exercise the rights of a transferee of the member’s financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under Section 44 of this act. |Added by Laws 2009, c. 68, § 101, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1201 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1201. Dissolution and winding up.

|DISSOLUTION AND WINDING UP. A limited cooperative association is dissolved only as provided in this article and upon dissolution winds up in accordance with this article. |Added by Laws 2009, c. 68, § 102, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1202 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1202. Nonjudicial dissolution.

|NONJUDICIAL DISSOLUTION. Except as otherwise provided in Sections 104 and 112 of this act, a limited cooperative association is dissolved and its activities must be wound up: |(1) Upon the occurrence of an event or at a time specified in the articles of organization;(2) Upon the action of the association’s organizers, board of directors, or members under Section 105 or 106 of this act; or(3) Ninety (90) days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:(A)has a sole member that is a cooperative; or(B)not later than the end of the ninety-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member.Added by Laws 2009, c. 68, § 103, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1203 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1203. Judicial dissolution.

|JUDICIAL DISSOLUTION. The district court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable: |(1) In a proceeding initiated by the Attorney General, if:(A)the association obtained its articles of organization through fraud; or(B)the association has continued to exceed or abuse the authority conferred upon it by law; or(2) In a proceeding initiated by a member, if:(A)the directors are deadlocked in the management of the association’s affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;(B)the directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;(C)the members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or(D)the assets of the association are being misapplied or wasted.Added by Laws 2009, c. 68, § 104, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1204 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1204. Voluntary dissolution before commencement of activity.

|VOLUNTARY DISSOLUTION BEFORE COMMENCEMENT OF ACTIVITY. A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association. |Added by Laws 2009, c. 68, § 105, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1205 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1205. Voluntary dissolution by the board and members.

|VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS. |(a) Except as otherwise provided in Section 105 of this act, for a limited cooperative association to voluntarily dissolve:(1) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;(2) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety (90) days after adoption of the resolution; and(3) The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with Section 47 of this act:(A)the resolution required by paragraph (1) of this subsection;(B)a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and(C)notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.(b) Subject to subsection (c) of this section, a resolution to dissolve must be approved by:(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under paragraph (2) of subsection (a) of this section; 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.(c) The organic rules may require that the percentage of votes under paragraph (1) of subsection (b) of this section is:(1) A different percentage that is not less than a majority of members voting at the meeting; or(2) Measured against the voting power of all members; or(3) A combination of paragraphs (1) and (2) of this subsection.Added by Laws 2009, c. 68, § 106, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1206 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1206. Winding up.

|WINDING UP. |(a) A limited cooperative association continues after dissolution only for purposes of winding up its activities.(b) In winding up a limited cooperative association’s activities, the board of directors shall cause the association to:(1) Discharge its liabilities, settle and close its activities, and marshal and distribute its assets;(2) Preserve the association or its property as a going concern for no more than a reasonable time;(3) Prosecute and defend actions and proceedings;(4) Transfer association property; and(5) Perform other necessary acts.(c) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the district court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association’s activities, if:(1) After a reasonable time, the association has not wound up its activities; or(2) The applicant establishes other good cause.(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the Secretary of State for filing an amendment to the articles of organization to reflect the appointment.Added by Laws 2009, c. 68, § 107, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1207 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1207. Distribution of assets in winding up limited cooperative association.

|DISTRIBUTION OF ASSETS IN WINDING UP LIMITED COOPERATIVE ASSOCIATION. |(a) In winding up a limited cooperative association’s business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.(b) Unless the organic rules otherwise provide, in this subsection “financial interests” means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the association of any remaining assets in the proportion of the member’s financial interests to the total financial interests of the members after all other obligations are satisfied.Added by Laws 2009, c. 68, § 108, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1208 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1208. Known claims against dissolved limited cooperative association.

|KNOWN CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION. |(a) Subject to subsection (d) of this section, a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section.(b) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The notice must:(1) Specify that a claim be in a record;(2) Specify the information required to be included in the claim;(3) Provide an address to which the claim must be sent;(4) State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and(5) State that the claim will be barred if not received by the deadline.(c) A claim against a dissolved limited cooperative association is barred if the requirements of subsection (b) of this section are met, and:(1) The association is not notified of the claimant’s claim, in a record, by the deadline specified in the notice under paragraph (4) of subsection (b) of this section;(2) In the case of a claim that is timely received but rejected by the association, the claimant does not commence an action to enforce the claim against the association within ninety (90) days after receipt of the notice of the rejection; or(3) If a claim is timely received but is neither accepted nor rejected by the association within one hundred twenty (120) days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the association:(A)after the one-hundred-twenty-day period; and(B)not later than ninety (90) days after the one-hundred-twenty-day period.(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on that date.Added by Laws 2009, c. 68, § 109, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1209 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1209. Other claims against dissolved limited cooperative association.

|OTHER CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION. |(a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.(b) A notice under subsection (a) of this section must:(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited cooperative association’s principal office is located or, if the association does not have a principal office in this state, in the county in which the association’s designated office is or was last located;(2) Describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and(3) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice.(c) If a dissolved limited cooperative association publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim not later than three (3) years after the first publication date of the notice:(1) A claimant that is entitled to but did not receive notice in a record under Section 109 of this act; and(2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(d) A claim not barred under this section may be enforced:(1) Against a dissolved limited cooperative association, to the extent of its undistributed assets; or(2) If the association’s assets have been distributed in connection with winding up the association’s activities, against a member or holder of financial rights to the extent of that person’s proportionate share of the claim or the association’s assets distributed to the person in connection with the winding up, whichever is less. The person’s total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the association.Added by Laws 2009, c. 68, § 110, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1210 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1210. Court proceeding.

|COURT PROCEEDING. |(a) Upon application by a dissolved limited cooperative association that has published a notice under Section 110 of this act, the district court in the county where the association’s principal office is located or, if the association does not have a principal office in this state, where its designated office in this state is located, may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution.(b) Not later than ten (10) days after filing an application under subsection (a) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim.(c) The court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorney and expert witness fees.(d) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the court satisfies the association’s obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a member that received a distribution.Added by Laws 2009, c. 68, § 111, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1211 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1211. Administrative dissolution.

|ADMINISTRATIVE DISSOLUTION. |(a) The Secretary of State may dissolve a limited cooperative association administratively if the association does not:(1) Pay, not later than sixty (60) days after the due date, any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Cooperative Association Act of 2009 or other law; or(2) Deliver not later than sixty (60) days after the due date its annual report to the Secretary of State.(b) If the Secretary of State determines that a ground exists for dissolving a limited cooperative association administratively, the Secretary of State shall file a record of the determination and serve the association with a copy of the record.(c) If, not later than sixty (60) days after service of a copy of the Secretary of State’s determination under subsection (b) of this section, the association does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each uncorrected ground determined by the Secretary of State does not exist, the Secretary of State shall dissolve the association administratively by preparing and filing a declaration of dissolution which states the grounds for dissolution. The Secretary of State shall serve the association with a copy of the declaration.(d) A limited cooperative association that has been dissolved administratively continues its existence only for purposes of winding up its activities.(e) The administrative dissolution of a limited cooperative association does not terminate the authority of its agent for service of process.Added by Laws 2009, c. 68, § 112, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1212 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1212. Reinstatement following administrative dissolution.

|REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. |(a) A limited cooperative association that has been dissolved administratively may apply to the Secretary of State for reinstatement not later than two (2) years after the effective date of dissolution. The application must be delivered to the Secretary of State for filing and state:(1) The name of the association and the effective date of its administrative dissolution;(2) That the grounds for dissolution either did not exist or have been eliminated; and(3) That the association’s name satisfies the requirements of Section 11 of this act.(b) If the Secretary of State determines that an application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall:(1) Prepare a declaration of reinstatement;(2) File the original of the declaration; and(3) Serve a copy of the declaration on the association.(c) When reinstatement under this section becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited cooperative association may resume or continue its activities as if the administrative dissolution had not occurred.Added by Laws 2009, c. 68, § 113, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1213 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1213. Denial of reinstatement - Appeal.

|DENIAL OF REINSTATEMENT; APPEAL. |(a) If the Secretary of State denies a limited cooperative association’s application for reinstatement following administrative dissolution, the Secretary of State shall prepare and file a notice that explains the reason for denial and serve the association with a copy of the notice.(b) Not later than thirty (30) days after service of a notice of denial of reinstatement by the Secretary of State, a limited cooperative association may appeal the denial by petitioning the district court to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State’s declaration of dissolution, the association’s application for reinstatement, and the Secretary of State’s notice of denial.(c) The court may summarily order the Secretary of State to reinstate the dissolved cooperative association or may take other action the court considers appropriate.Added by Laws 2009, c. 68, § 114, eff. Jan. 1, 2010.