reglab/housing_qa huggingface dataset:
18 OK Stat § 18-441-1605 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1605. Effect of conversion.

|EFFECT OF CONVERSION. |(a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law as it applies to the converted entity.(b) When a conversion takes effect under this article:(1) All property owned by the converting entity remains vested in the converted entity;(2) All debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;(3) An action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;(4) Except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and(6) Except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting limited cooperative association for purposes of Article 12 of the Uniform Limited Cooperative Association Act of 2009.(c) A converted entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited cooperative association if, before the conversion, the converting limited cooperative association was subject to suit in this state on the obligation. A converted entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as under subsections (c) and (d) of Section 20 of this act.Added by Laws 2009, c. 68, § 138, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1606 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1606. Merger.

|MERGER. |(a) One or more limited cooperative associations may merge with one or more other entities pursuant to this article and a plan of merger if:(1) The governing statute of each of the other entities authorizes the merger;(2) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and(3) Each of the other entities complies with its governing statute in effecting the merger.(b) A plan of merger must be in a record and must include:(1) The name and form of each constituent entity;(2) The name and form of the surviving entity and, if the surviving entity is to be created by the merger, a statement to that effect;(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration;(4) If the surviving entity is to be created by the merger, the surviving entity’s organizational documents;(5) If the surviving entity is not to be created by the merger, any amendments to be made by the merger to the surviving entity’s organizational documents; and(6) If a member of a constituent limited cooperative association will have personal liability with respect to a surviving entity, the identity of the member by descriptive class or other reasonable manner.Added by Laws 2009, c. 68, § 139, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1607 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1607. Notice and action on plan of merger by constituent limited cooperative association.

|NOTICE AND ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED COOPERATIVE ASSOCIATION. |(a) For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater percentage if required by the association’s organic rules.(b) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than ninety (90) days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:(1) The plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;(2) A recommendation that the members approve the plan of merger, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;(3) A statement of any condition of the board’s submission of the plan of merger to the members; and(4) Notice of the meeting at which the plan of merger will be considered, which must be given in the same manner as notice of a special meeting of members.Added by Laws 2009, c. 68, § 140, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1608 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1608. Approval or abandonment of merger by members.

|APPROVAL OR ABANDONMENT OF MERGER BY MEMBERS. |(a) Subject to subsections (b) and (c) of this section, a plan of merger must be approved by:(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under subsection (b) of Section 140 of this act; and(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.(b) The organic rules may provide that the percentage of votes under paragraph (1) of subsection (a) of this section is:(1) A different percentage that is not less than a majority of members voting at the meeting;(2) Measured against the voting power of all members; or(3) A combination of paragraphs (1) and (2) of this subsection.(c) The vote required to approve a plan of merger may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.(d) Consent in a record to a plan of merger by a member must be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to Section 142 of this act if as a result of the merger the member will have:(1) Personal liability for an obligation of the association; or(2) An obligation or liability for an additional contribution.(e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:(1) As provided in the plan; and(2) Except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.(f) The voting requirements for districts, classes, or voting groups under Section 36 of this act apply to approval of a merger under this article.Added by Laws 2009, c. 68, § 141, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1609 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1609. Filings required for merger - Effective date.

|FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE. |(a) After each constituent entity has approved a merger, articles of merger must be signed on behalf of each constituent entity by an authorized representative.(b) The articles of merger must include:(1) The name and form of each constituent entity and the jurisdiction of its governing statute;(2) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created by the merger, a statement to that effect;(3) The date the merger is effective under the governing statute of the surviving entity;(4) If the surviving entity is to be created by the merger and:(A)will be a limited cooperative association, the limited cooperative association’s articles of organization; or(B)will be an entity other than a limited cooperative association, the organizational document that creates the entity;(5) If the surviving entity is not created by the merger, any amendments provided for in the plan of merger to the organizational document that created the entity;(6) A statement as to each constituent entity that the merger was approved as required by the entity’s governing statute;(7) If the surviving entity is a foreign organization not authorized to transact business in this state, the street address and, if different, mailing address of an office which the Secretary of State may use for the purposes of Section 20 of this act; and(8) Any additional information required by the governing statute of any constituent entity.(c) Each limited cooperative association that is a party to a merger shall deliver the articles of merger to the Secretary of State for filing.(d) A merger becomes effective under this article:(1) If the surviving entity is a limited cooperative association, upon the later of:(A)compliance with subsection (c) of this section; or(B)subject to subsection (c) of Section 23 of this act, as specified in the articles of merger; or(2) If the surviving entity is not a limited cooperative association, as provided by the governing statute of the surviving entity.Added by Laws 2009, c. 68, § 142, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1610 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1610. Effect of merger.

|EFFECT OF MERGER. |(a) When a merger becomes effective:(1) The surviving entity continues or comes into existence;(2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity;(3) All property owned by each constituent entity that ceases to exist vests in the surviving entity;(4) All debts, liabilities, and other obligations of each constituent entity that ceases to exist continue as obligations of the surviving entity;(5) An action or proceeding pending by or against any constituent entity that ceases to exist may be continued as if the merger had not occurred;(6) Except as prohibited by law other than the Uniform Limited Cooperative Association Act of 2009, all rights, privileges, immunities, powers, and purposes of each constituent entity that ceases to exist vest in the surviving entity;(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan take effect;(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger does not dissolve the association for purposes of Article 12 of this act;(9) If the surviving entity is created by the merger and:(A)is a limited cooperative association, the articles of organization become effective; or(B)is an entity other than a limited cooperative association, the organizational document that creates the entity becomes effective; and(10) If the surviving entity is not created by the merger, any amendments made by the articles of merger for the organizational documents of the surviving entity become effective.(b) A surviving entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the constituent entity if, before the merger, the constituent entity was subject to suit in this state on the obligation. A surviving entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in subsections (c) and (d) of Section 20 of this act.Added by Laws 2009, c. 68, § 143, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1611 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1611. Consolidation.

|CONSOLIDATION. |(a) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this article.(b) All provisions governing mergers or using the term merger in this act apply equally to mergers that the constituent entities choose to call consolidations under subsection (a) of this section.Added by Laws 2009, c. 68, § 144, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1612 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1612. Article not exclusive.

|ARTICLE NOT EXCLUSIVE. This article does not prohibit a limited cooperative association from being converted or merged under law other than the Uniform Limited Cooperative Association Act of 2009. |Added by Laws 2009, c. 68, § 145, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1701 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1701. Uniformity of application and construction.

|UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing the Uniform Limited Cooperative Association Act of 2009, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. |Added by Laws 2009, c. 68, § 146, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1702 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1702. Relation to Electronic Signatures in Global and National Commerce Act.

|RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Uniform Limited Cooperative Association Act of 2009 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C., Section 7001(c) or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C., Section 7003(b). |Added by Laws 2009, c. 68, § 147, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1703 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1703. Savings clause.

|SAVINGS CLAUSE. The Uniform Limited Cooperative Association Act of 2009 does not affect an action or proceeding commenced, or right accrued, before January 1, 2010. |Added by Laws 2009, c. 68, § 148, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1704 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1704. Act deemed amendment of Constitution.

|ACT DEEMED AMENDMENT OF CONSTITUTION. It is the intent of the Legislature that the Uniform Limited Cooperative Association Act of 2009 be an amendment to, and alteration of, Sections 18 through 34, inclusive, of Article IX of the Constitution of the State of Oklahoma, as authorized by Section 35 of Article IX of the Constitution of the State of Oklahoma. |Added by Laws 2009, c. 68, § 149, eff. Jan. 1, 2010.
18 OK Stat § 18-471 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-471. Venue of actions.

|Any foreign corporation, doing business in the State of Oklahoma, and any person now or hereafter having any cause of action against such corporation, arising on contract, tort, or otherwise, may file suit in any county in the State of Oklahoma where the plaintiff resides or where said corporation has its principal place of business, or has property, or in any county where said corporation has an agent appointed upon whom service of summons or other process may be had. |Laws 1910-11, c. 26, p. 46, § 1.
18 OK Stat § 18-481 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-481. Corporation surety authorized.

|Whenever any recognizance, stipulation, bond, or undertaking conditioned for the faithful performance of any duty or for the doing or refraining from doing anything in such recognizances, stipulation, bond or undertaking specified, is by law of the State of Oklahoma required or permitted to be given with one surety, or with two or more sureties, the execution of the same or the guaranteeing of the performance of the conditions thereof shall be sufficient when executed or guaranteed solely by a corporation incorporated under the laws of the United States, or of any state, having power to guarantee the fidelity of persons holding positions of public or private trust, and to execute and guarantee bonds and undertakings in judicial proceedings: Provided, that such recognizance, stipulation, bond or undertaking be approved by the head of department, court, judge, officer, board or body executive, legislative or judicial, required to approve or execute the same. |R.L.1910, § 1344.
18 OK Stat § 18-482 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-482. Permission to do business - Statements - Deposit.

|Every company, before transacting any business in the State of Oklahoma, under Section 481 et seq. of this title, shall deposit with the Insurance Commissioner of the state a copy of its charter or articles of incorporation and a statement signed and sworn to by its president and secretary, showing the assets and liabilities. If said Insurance Commissioner shall be satisfied that such company has authority under its charter to do the business provided for in this article, and that it has a paid-up capital of not less than Five Hundred Thousand Dollars ($500,000.00) in cash or its equivalent, and is able tokeep and perform its contracts and has a good reputation for the prompt and equitable settlement and adjustment of liabilities accruing upon its undertakings, he shall grant authority in writing to such company to do business in this state, but before granting such authority the said corporations shall also be required to comply with the requirements of Section 613 of Title 36 of the Oklahoma Statutes, relating to insurers issuing policies of surety insurance. Provided however, the deposit requirements of subsection A of Section 613 of Title 36 of the Oklahoma Statutes shall not apply to companies that solely write bonds that cover grain warehouse storage. |Amended by Laws 1986, c. 129, § 1, emerg. eff. April 14, 1986; Laws 1988, c. 291, § 1, eff. Nov. 1, 1988.
18 OK Stat § 18-483 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-483. Surety contracts, liberal construction of.

|The rule of the common law requiring a strict construction of the obligations of a surety shall have no application to the obligations of a surety or guarantor or indemnitor for hire, but all such obligations shall be liberally construed in accordance with the rules of the general law applicable to policies of insurance. |R.L.1910, § 1346.
18 OK Stat § 18-484 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-484. Quarterly reports - Revocation of authority - Inquiry into solvency - Additional security.

|Every such corporation shall, in the months of January, April, July and October of each year, file with the Insurance Commissioner of the state a statement signed and sworn to by its president and secretary, showing its assets and liabilities as required by Section 1345. And the Insurance Commissioner shall have the power, and it shall be his duty, to revoke the authority of any such company to transact any business under this article whenever, in his judgment, said company is not solvent, or is conducting its business in violation of this article. He may institute inquiry, at any time, into the solvency of such company, and may require that additional security be given, at any time, upon any obligation to the state when he deems such company no longer sufficient security. |R.L.1910, § 1347.
18 OK Stat § 18-485 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-485. Actions - Venue - Bond considered made where.

|Any surety company doing business under the provisions of this article, may be sued in respect thereof, in any court of the United States or the State of Oklahoma, which has jurisdiction of actions on suits upon such recognizances, stipulations, bond, or undertaking, was made or guaranteed. And for the purpose of this article, such recognizance, stipulation, bond, or undertaking, shall be treated as made or guaranteed in the county in which the office is located, to which it is returnable, or in which it is filed, or in the county in which the principal of such recognizance, stipulation, bond or undertaking, resided when it was made or guaranteed. |R.L.1910, § 1348.
18 OK Stat § 18-486 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-486. Failure to pay judgment.

|If any such company shall neglect or refuse to pay any final judgment or decree rendered against it, upon any such recognizance, stipulation, bond, or undertaking made or guaranteed by it under the provisions of this article, from which no appeal, writ of error or supersedeas has been taken for sixty (60) days after the rendition of such judgment or decree, it shall forfeit all right to do business under this act. |R.L.1910, § 1349.
18 OK Stat § 18-487 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-487. Estopped to deny liability.

|Any company which shall execute or guarantee any recognizance, stipulation, bond, or undertaking under the provisions of this article, shall be estopped in any such proceeding to deny the liability which it shall have assumed to incur, or to deny its corporate power to execute or guarantee any such instrument, or assume such liability. |R.L.1910, § 1350.
18 OK Stat § 18-488 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-488. Penalty for failure to comply.

|Any company doing business under the provisions of this article, which shall fail to comply with any of its provisions, shall forfeit to the State of Oklahoma for every such failure not less than Five Hundred Dollars ($500.00) nor more than Five Thousand Dollars ($5,000.00) to be recovered by suit in the name of the State of Oklahoma, in the same court in which suit may be brought against such company under the provisions of this article, and such failure shall not affect the validity of any contract entered into by such company. |R.L.1910, § 1351.
18 OK Stat § 18-489 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-489. Fiduciaries - Cost of bond as lawful expense - Amount of bond.

|That any receiver, assignee, guardian, trustee, executor, administrator or other fiduciary, required by law or the order of any court or judge, to give a bond or other obligations as such, may include as a part of the lawful expense of executing his trust, such reasonable sum paid a company authorized under the laws of this state so to do, for becoming his surety on such bond as may be allowed by the court in which or a judge before whom, he is required to account, and when any such bond is signed by a surety company as surety, the penalty must not be in excess of the value of the personal property and the probable value of the annual rents, profits and issues of real property, which are likely to come into the hands of such receiver, assignee, guardian, trustee, executor, administrator or other fiduciary. But when real estate is to be sold an additional bond shall be required in amount equal to the probable value of such real estate. |R.L.1910, § 1352; Laws 1913, c. 86, p. 139, § 1.