reglab/housing_qa huggingface dataset:
18 OK Stat § 18-1075 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1075. Exception to requirements of notice.

|EXCEPTION TO REQUIREMENTS OF NOTICE |A. Whenever notice is required to be given, pursuant to any provision of this title or of the certificate of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this title, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.B. Whenever notice is required to be given pursuant to any provision of the Oklahoma General Corporation Act or the certificate of incorporation or bylaws of any corporation, to any shareholder or, if the corporation is a nonstock corporation, to any member to whom:1. Notice of two consecutive annual meetings and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings; or2. All, and at least two, payments, if sent by first-class mail, of dividends or interest on securities during a twelve-month period,have been mailed addressed to such person at the person’s address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth the person’s then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this act, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to the provisions of this subsection.C. The exception in paragraph 1 of subsection B to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.Added by Laws 1986, c. 292, § 75, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 17, eff. Nov. 1, 2001.
18 OK Stat § 18-1075.2 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1075.2. Electronic notice – Effectiveness - Revocation of consent.

|ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT |A. Without limiting the manner of which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Oklahoma General Corporation Act, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. The consent shall be revocable by the shareholder by written notice to the corporation. The consent shall be deemed revoked if:1. The corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with the consent; and2. The inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat the inability as a revocation shall not invalidate any meeting or other action.B. Notice given pursuant to subsection A of this section shall be deemed given if by:1. Facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice;2. Electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice;3. A posting on an electronic network together with separate notice to the shareholder of the specific posting, upon the later of:a.the posting, andb.the giving of the separate notice; and4. Any other form of electronic transmission, when directed to the shareholder in accordance with the shareholder’s consent.An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.C. For purposes of the Oklahoma General Corporation Act, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper including the use of, or participation in, one or more electronic networks or databases including one or more distributed electronic networks or databases, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.D. This section shall not apply to Sections 1045 or 1111 of this title.Added by Laws 2001, c. 405, § 19, eff. Nov. 1, 2001. Amended by Laws 2019, c. 88, § 14, eff. Nov. 1, 2019; Laws 2021, c. 51, § 10, eff. Nov. 1, 2021.
18 OK Stat § 18-1075.3 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1075.3. Single written notice to shareholders sharing an address.

|SINGLE WRITTEN NOTICE TO SHAREHOLDERS SHARING AN ADDRESS |A. Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Oklahoma General Corporation Act, the certificate of incorporation, or the bylaws shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by the shareholder by written notice to the corporation.B. Any shareholder who fails to object in writing to the corporation, within sixty (60) days of having been given written notice by the corporation of its intention to send the single notice permitted under subsection A of this section, shall be deemed to have consented to receiving such single written notice.C. This section shall not apply to Section 1045, 1111, 1119 or 1120 of this title.Added by Laws 2004, c. 255, § 18, eff. Nov. 1, 2004. Amended by Laws 2019, c. 88, § 15, eff. Nov. 1, 2019.
18 OK Stat § 18-1076 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1076. Amendment of certificate of incorporation before receipt of payment for stock.

|AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE |RECEIPT OF PAYMENT FOR STOCKA. Before a corporation has received any payment for any of its stock, or before it has any members, as applicable, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of filing the amendment.B. The amendment of certificate of incorporation authorized by the provisions of this section shall be adopted by a majority of the incorporators, if directors were not named in the original certificate of incorporation or have not yet been elected, or, if directors were named in the original certificate of incorporation or have been elected and have qualified, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with the provisions of this section shall be executed, acknowledged and filed in accordance with the provisions of Section 1007 of this title. Upon such filing, the corporation's certificate of incorporation shall be deemed to be amended accordingly as of the date on which the original certificate of incorporation became effective, except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from the filing date.C. This section shall apply to a nonstock corporation before such a corporation has any members; provided, however, that all references to directors shall be deemed to be references to members of the governing body of the corporation.Added by Laws 1986, c. 292, § 76, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 16, eff. Nov. 1, 2019.
18 OK Stat § 18-1078 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1078. Retirement of stock.

|RETIREMENT OF STOCK |A. A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding.B. Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. If the certificate of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares, as part of the class or series, is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged and filed and shall become effective in accordance with the provisions of Section 1007 of this title. When such certificate becomes effective, it shall have the effect of amending the certificate of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the certificate of incorporation all reference to such class or series of stock.C. If the capital of the corporation will be reduced by or in connection with the retirement of shares, the reduction of capital shall be effected pursuant to the provisions of Section 1079 of this title.Added by Laws 1986, c. 292, § 78, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 5, operative Nov. 1, 1987; Laws 1988, c. 323, § 13, eff. Nov. 1, 1988.
18 OK Stat § 18-1079 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1079. Reduction of Capital.

|REDUCTION OF CAPITAL |A. A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways:1. By reducing or eliminating the capital represented by shares of capital stock which have been retired; or2. By applying to an otherwise authorized purchase or redemption of outstanding shares of its capital stock some or all of the capital represented by the shares being purchased or redeemed, or any capital that has not been allocated to any particular class of its capital stock; or3. By applying to an otherwise authorized conversion or exchange of outstanding shares of its capital stock some or all of the capital represented by the shares being converted or exchanged, or some or all of any capital that has not been allocated to any particular class of its capital stock, or both, to the extent that such capital in the aggregate exceeds the total aggregate par value or the stated capital of any previously unissued shares issuable upon such conversion or exchange; or4. By transferring to surplus:a.some or all of the capital not represented by any particular class of its capital stock; orb.some or all of the capital represented by issued shares of its par value capital stock, which capital is in excess of the aggregate par value of such shares; orc.some of the capital represented by issued shares of its capital stock without par value.B. Notwithstanding the other provisions of this section, no reduction of capital shall be made or effected unless the assets of the corporation remaining after such reduction shall be sufficient to pay any debts of the corporation for which payment has not been otherwise provided. No reduction of capital shall release any liability of any shareholder whose shares have not been fully paid.Added by Laws 1986, c. 292, § 79, eff. Nov. 1, 1986.
18 OK Stat § 18-1088 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1088. Status, Rights, Liabilities, etc. of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation.

|STATUS, RIGHTS, LIABILITIES, ETC. OF CONSTITUENT AND SURVIVING |OR RESULTING CORPORATIONS FOLLOWING MERGER OR CONSOLIDATIONWhen 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 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.Added by Laws 1986, c. 292, § 88, eff. Nov. 1, 1986.
18 OK Stat § 18-1089 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1089. Powers of Corporation Surviving or Resulting from Merger or Consolidation - Issuance of Stock, Bonds or Other Indebtedness.

|POWERS OF CORPORATION SURVIVING OR RESULTING FROM MERGER |OR CONSOLIDATION; ISSUANCE OF STOCK, BONDS OR OTHER INDEBTEDNESSWhen two or more corporations are merged or consolidated, the corporation surviving or resulting from the merger may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all payments it will be required to make, or obligations it will be required to assume, in order to effect the merger or consolidation. For the purpose of securing the payment of any such bonds and obligations, it shall be lawful for the surviving or resulting corporation to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed. The surviving or resulting corporation may issue certificates of its capital stock or uncertificated stock if authorized to do so and other securities to the shareholders of the constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of merger or consolidation in order to effect such merger or consolidation in the manner and on the terms specified in the agreement.Added by Laws 1986, c. 292, § 89, eff. Nov. 1, 1986.
18 OK Stat § 18-1090 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1090. Effect of Merger Upon Pending Actions.

|EFFECT OF MERGER UPON PENDING ACTIONS |Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding.Added by Laws 1986, c. 292, § 90, eff. Nov. 1, 1986.
18 OK Stat § 18-1092 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1092. Sale, lease or exchange of assets; consideration - Procedure.

|SALE, LEASE OR EXCHANGE OF ASSETS; CONSIDERATION; PROCEDURE |A. Every corporation, at any meeting of its board of directors or governing body, may sell, lease, or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote thereon or, if the corporation is a nonstock corporation, by a majority of the members having the right to vote for the election of the members of the governing body and any other members entitled to vote thereon under the certificate of incorporation or the bylaws of such corporation, at a meeting duly called upon at least twenty (20) days' notice. The notice of the meeting shall state that such a resolution will be considered.B. Notwithstanding authorization or consent to a proposed sale, lease or exchange of a corporation's property and assets by the shareholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the shareholders or members, subject to the rights, if any, of third parties under any contract relating thereto.C. For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, "subsidiary" means any entity wholly owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, and statutory trusts. Notwithstanding subsection A of this section, except to the extent the certificate of incorporation otherwise provides, no resolution by shareholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary.Added by Laws 1986, c. 292, § 92, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, § 14; Laws 2019, c. 88, § 25, 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 § 18-1093 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1093. Mortgage or Pledge of Assets.

|MORTGAGE OR PLEDGE OF ASSETS |The authorization or consent of shareholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the certificate of incorporation otherwise provides.Added by Laws 1986, c. 292, § 93, eff. Nov. 1, 1986.
18 OK Stat § 18-1094 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1094. Dissolution of Joint Venture Corporation Having Two Shareholders.

|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, andb.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.Added by Laws 1986, c. 292, § 94, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, § 22, eff. Nov. 1, 1998.