reglab/housing_qa huggingface dataset:
18 OK Stat § 18-1049 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1049. Dividends - Payment - Wasting asset corporations.

|DIVIDENDS; PAYMENT; WASTING ASSET CORPORATIONS |A. The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock, either out of its surplus, as defined in and computed in accordance with the provisions of Sections 1035 and 1079 of this title, or in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. If the capital of the corporation, computed in accordance with the provisions of Sections 1035 and 1079 of this title, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of the corporation shall not declare and pay out of the net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or otherwise affect a note, debenture, or other obligation of the corporation paid by it as a dividend on shares of its stock, or any payment made thereon, if at the time the note, debenture, or obligation was delivered by the corporation, the corporation had either surplus or net profits as provided in this subsection from which the dividend could lawfully have been paid.B. Subject to any restrictions contained in its certificate of incorporation, the directors of any corporation engaged in the exploitation of wasting assets including, but not limited to, a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets, may determine the net profits derived from the exploitation of wasting assets or the net proceeds derived from liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation, or exploitation.Added by Laws 1986, c. 292, § 49, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, § 8, eff. Nov. 1, 1998; Laws 2001, c. 405, § 9, eff. Nov. 1, 2001; Laws 2019, c. 88, § 9, eff. Nov. 1, 2019.
18 OK Stat § 18-1050 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1050. Special Purpose Reserves.

|SPECIAL PURPOSE RESERVES |The directors of a corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.Added by Laws 1986, c. 292, § 50, eff. Nov. 1, 1986.
18 OK Stat § 18-1051 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1051. Liability of directors as to dividends or stock redemption.

|LIABILITY OF DIRECTORS AS TO DIVIDENDS OR STOCK REDEMPTION |A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such officer's, employee's, committee's or other person's competence and who have been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed.Added by Laws 1986, c. 292, § 51, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 9, eff. Nov. 1, 1988.
18 OK Stat § 18-1052 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1052. Declaration and Payment of Dividends.

|DECLARATION AND PAYMENT OF DIVIDENDS |No corporation shall pay dividends except in accordance with the provisions of the Oklahoma General Corporation Act. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore unissued capital stock, the board of directors, by resolution, shall direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the board of directors. No such designation as capital shall be necessary if shares are being distributed by a corporation pursuant to a split-up or division of its stock rather than as payment of a dividend declared payable in stock of the corporation.Added by Laws 1986, c. 292, § 52, eff. Nov. 1, 1986.
18 OK Stat § 18-1053 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1053. Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption - Exoneration from Liability - Contribution among Directors - Subrogation.

|LIABILITY OF DIRECTORS FOR UNLAWFUL PAYMENT OF DIVIDEND OR UNLAWFUL |STOCK PURCHASE OR REDEMPTION; EXONERATION FROM LIABILITY;CONTRIBUTION AMONG DIRECTORS; SUBROGATIONA. In case of any willful or negligent violation of the provisions of Sections 41 and 52 of this act, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within six (6) years after paying any unlawful dividend or after any unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the time such liability accrued. Any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may exonerate himself from such liability by causing his dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after he has notice of the same.B. Any director against whom a claim is successfully asserted under the provisions of this section shall be entitled to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption.C. Any director against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amount paid by him as a result of such claim, to be subrogated to the rights of the corporation against shareholders who received the dividend on, or assets for the sale or redemption of, their stock with knowledge of facts indicating that such dividend, stock purchase or redemption was unlawful pursuant to the provisions of the Oklahoma General Corporation Act, in proportion to the amounts received by such shareholders respectively.Added by Laws 1986, c. 292, § 53, eff. Nov. 1, 1986.
18 OK Stat § 18-1054 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1054. Transfer of Stock, Stock Certificates and Uncertificated Stock.

|TRANSFER OF STOCK, STOCK CERTIFICATES AND UNCERTIFICATED STOCK |Except as otherwise provided for in the Oklahoma General Corporation Act, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by the Uniform Commercial Code - Investment Securities. To the extent that any provision of the Oklahoma General Corporation Act is inconsistent with any provision of the Uniform Commercial Code - Investment Securities, the provisions of the Uniform Commercial Code - Investment Securities shall be controlling.Added by Laws 1986, c. 292, § 54, eff. Nov. 1, 1986.
18 OK Stat § 18-1059 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1059. Cumulative Voting.

|CUMULATIVE VOTING |The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which, except for such provision as to cumulative voting, he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two (2) or more of them as he may see fit.Added by Laws 1986, c. 292, § 59, eff. Nov. 1, 1986.
18 OK Stat § 18-1061 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1061. Quorum and required vote for stock corporations.

|QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS |Subject to the provisions of the Oklahoma General Corporation Act, in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than one-third (1/3) of the share of that class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:1. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders;2. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders;3. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and4. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.Added by Laws 1986, c. 292, § 61, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 11, eff. Nov. 1, 1988; Laws 1999, c. 421, § 11, eff. Nov. 1, 1999.
18 OK Stat § 18-1062 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1062. Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock.

|VOTING RIGHTS OF FIDUCIARIES, PLEDGORS |AND JOINT OWNERS OF STOCKA. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee, to vote thereon, in which case only the pledgee, or his proxy may represent such stock and vote thereon.B. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:1. If only one (1) vote, his act binds all; or2. If more than one (1) vote, the act of the majority so voting binds all; or3. If more than one (1) vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the district court to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by such court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection shall be a majority or even-split in interest.Added by Laws 1986, c. 292, § 62, eff. Nov. 1, 1986.
18 OK Stat § 18-1066 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1066. Voting, Inspection and Other Rights of Bondholders and Debenture Holders.

|VOTING, INSPECTION AND OTHER RIGHTS OF |BONDHOLDERS AND DEBENTURE HOLDERSEvery corporation, in its certificate of incorporation, may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the certificate of incorporation, and may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of the provisions of the Oklahoma General Corporation Act or of its certificate of incorporation. If the certificate of incorporation so provides, such holders of bonds, debentures or other obligations shall be deemed to be shareholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of the Oklahoma General Corporation Act which requires the vote of shareholders as a prerequisite to any corporate action and the certificate of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in paragraph 2 of subsection B of Section 77 of this act.Added by Laws 1986, c. 292, § 66, eff. Nov. 1, 1986.
18 OK Stat § 18-1067 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1067. Notice of meetings and adjourned meetings.

|NOTICE OF MEETINGS AND ADJOURNED MEETINGS |A. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at the meetings, the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.B. Unless otherwise provided for in the Oklahoma General Corporation Act, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the corporation. 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, in the absence of fraud, shall be prima facie evidence of the facts stated therein.C. When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at the adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If after the adjournment a new record date for shareholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with subsection A of Section 1058 of this title, and shall give notice of the adjourned meeting to each shareholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.Added by Laws 1986, c. 292, § 67, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 13, eff. Nov. 1, 2001; Laws 2017, c. 323, § 16, eff. Nov. 1, 2017.
18 OK Stat § 18-1069 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1069. Form of records.

|FORM OF RECORDS |Any records administered by or on behalf of a corporation in the regular course of its business including its stock ledger, books of account and minute books may be kept on, or by means of, or be in the form of, any information storage device, method or one or more electronic networks or databases including one or more distributed electronic networks or databases; provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of shareholders specified in Sections 1064 and 1065 of this title, (ii) record the information specified in Sections 1037, 1040 and 1063, and subsection A of Section 1062 of this title, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect the records pursuant to any provision of the Oklahoma General Corporation Act. Where records are kept in the manner, a clearly legible paper form prepared from or by means of the information storage device, method shall be admissible in evidence and shall be accepted for all other purposes, to the same extent as an original paper record of the same information would have been, when the paper form accurately portrays the record.Added by Laws 1986, c. 292, § 69, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 14, eff. Nov. 1, 2001; Laws 2021, c. 51, § 8, eff. Nov. 1, 2021.
18 OK Stat § 18-1071 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1071. Appointment of custodian or receiver of corporation on deadlock or for other cause.

|APPOINTMENT OF CUSTODIAN OR RECEIVER OF CORPORATION |ON DEADLOCK OR FOR OTHER CAUSEA. The district court, upon application of any shareholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of and for any corporation when:1. At any meeting held for the election of directors the shareholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors;2. The business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the shareholders are unable to terminate this division; or3. The corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.B. A custodian appointed pursuant to the provisions of this section shall have all the powers and title of a receiver appointed by the court under applicable law, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the court shall otherwise order and except in cases arising pursuant to paragraph 3 of subsection A of this section.C. In the case of a charitable nonstock corporation, the applicant shall provide a copy of any application referred to in subsection A of this section to the Attorney General of this state within one (1) week of its filing with the district court.Added by Laws 1986, c. 292, § 71, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 12, eff. Nov. 1, 2019.
18 OK Stat § 18-1072 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1072. Powers of court in elections of directors.

|POWERS OF COURT IN ELECTIONS OF DIRECTORS |A. The district court, in any proceeding instituted pursuant to the provisions of Section 1056, 1060 or 1070 of this title, may determine the right and power of persons claiming to own stock, or in the case of a corporation without capital stock, of the persons claiming to be members, to vote at any meeting of the shareholders.B. The district court may appoint a master to hold any election provided for in Section 1056, 1060 or 1070 of this title under such orders and powers as it deems proper; and it may punish any officer or director for contempt in case of disobedience of any order made by the court; and, in case of disobedience by a corporation of any order made by the court, may enter a decree against such corporation for a penalty of not more than Five Thousand Dollars ($5,000.00).Added by Laws 1986, c. 292, § 72, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 13, eff. Nov. 1, 2019.
18 OK Stat § 18-1074 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1074. Waiver of notice.

|WAIVER OF NOTICE |Whenever notice is required to be given under any provision of the Oklahoma General Corporation Act or of the certificate of incorporation or bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or the bylaws.Added by Laws 1986, c. 292, § 74, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 16, eff. Nov. 1, 2001.