reglab/housing_qa huggingface dataset:
18 OK Stat § 18-432 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-432. Dividends and profits - Reserve fund.

|The directors, subject to revision by the stockholders, at any general or special meeting lawfully called, shall apportion the net earnings and profits thereof from time to time at least once in each year in the following manner: |(1) Not less than ten percent (10%) thereof accruing since the last apportionment shall be set aside in a surplus or reserve fund until such fund shall equal at least fifty percent (50%) of the paid up capital stock.(2) Dividends at a rate not to exceed eight percent (8%) per annum, may, in the discretion of the directors, be declared upon the paid up capital stock. Five percent (5%) may be set aside for educational purposes.(3) The remainder of such net earnings and profits shall be apportioned and paid to its members ratably upon the amounts of the products sold to the corporation by its members, and the amounts of the purchases of members from the corporation: provided, that if the bylaws of the corporation shall so provide the directors may apportion such earnings and profits in part to nonmembers upon the amounts of their purchases and sales from or to the corporation.Laws 1919, c. 147, p. 213, § 12.
18 OK Stat § 18-433 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-433. Illegal dividends - Liability of directors.

|If the directors of such corporation shall declare and pay any dividend or apportionment of earnings, or profits to members or nonmembers when the corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable for all debts of the corporation then existing and for all such debts as shall be thereafter incurred while they shall respectively continue in office. Any director may relieve himself from such liability at any time before the time fixed for the payment of such dividend or apportionment by filing a certificate in writing of his objection with the secretary of the corporation, and with the county clerk of the county in which the principal office is located. |Laws 1919, c. 147, p. 214, § 13.
18 OK Stat § 18-434 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-434. Financial statements.

|At the time of each dividend or apportionment of profits and at least once in every year, the directors shall cause to be prepared a statement showing the financial condition of the corporation at the end of the period to which such dividend or apportionment relates, in such form as shall fully exhibit the assets and liabilities of the corporation; its earnings and profits, purchases and sales, expenses and outlays, for the period covered by such dividend or apportionment, in such manner that a good understanding of the condition of the company, may be obtained from such statement, and shall cause such statement to be kept on file with the secretary where the same may be examined by any member of the corporation at all reasonable times. |Laws 1919, c. 147, p. 214, § 14.
18 OK Stat § 18-435 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-435. Use of word "cooperative".

|No person, firm or association, nor any corporation other than such as shall be organized pursuant to Sections 421 through 439.2 of this title or pursuant to the Uniform Limited Cooperative Association Act of 2009, shall make use of the word "cooperative", in the name under which its or their business is carried on. Whoever shall violate the provisions of this section shall be punishable by fine of not exceeding One Hundred Dollars ($100.00) for each offense. The violation of this section may furthermore be enjoined at the suit of any citizen of the state. |Added by Laws 1919, c. 147, p. 214, § 15. Amended by Laws 2009, c. 68, § 150, eff. Jan. 1, 2010.NOTE: Laws 2008, c. 382, § 170 was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009) and repealed by Laws 2009, c. 68, § 152, eff. Jan. 1, 2010.
18 OK Stat § 18-436 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-436. Forfeiture of charter.

|Any corporation organized under this act, which fails to comply with all the provisions of this act, shall thereby forfeit its charter, and the Secretary of State is hereby authorized and directed to recall the charter of any such corporation. |Laws 1919, c. 147, p. 214, § 16.
18 OK Stat § 18-437 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437. Short title.

|This act may be cited as the "Rural Electric Cooperative Act". |Laws 1939, p. 256, § 1.
18 OK Stat § 18-437.1 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.1. Rural electric cooperatives authorized.

|Cooperative, nonprofit, membership corporations may be organized under this act for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas. Corporations organized under this act and corporations which become subject to this act in the manner hereinafter provided are hereinafter referred to as "cooperatives". |Laws 1939, p. 256, § 2.
18 OK Stat § 18-437.3 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.3. Name.

|The name of each cooperative shall include the words "electric" and "cooperative", provided, however, such limitation shall not apply if, in an affidavit made by the president or vice president of a cooperative and filed with the Secretary of State, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name. The name of a cooperative shall distinguish it from the name of any other corporation organized under the laws of, or authorized to transact business in, this state. The words "electric" and "cooperative" shall not both be used in the name of any corporation organized under the laws of, or authorized to transact business in, this state, except a cooperative or a corporation transacting business in this state pursuant to the provisions of this act. |Laws 1939, p. 258, § 4.
18 OK Stat § 18-437.4 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.4. Incorporators.

|Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided. |Laws 1939, p. 258, § 5.
18 OK Stat § 18-437.5 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.5. Articles of incorporation.

|(a) The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this act, shall be signed and acknowledged by each of the incorporators, and shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The names and addresses of the incorporators; (4) The names and addresses of the persons who shall constitute its first board of trustees; and (5) Any provisions not inconsistent with this act deemed necessary or advisable for the conduct of its business and affairs. |(b) Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this act.(c) It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this act.Laws 1939, p. 258, § 6.
18 OK Stat § 18-437.6 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.6. Bylaws.

|The original bylaws of a cooperative shall be adopted by its board of trustees. Thereafter bylaws shall be adopted, amended or repealed by its members. The bylaws shall set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this act or with its articles of incorporation. |Laws 1939, p. 259, § 7.
18 OK Stat § 18-437.7 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.7. Members

|(a) No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy shall be available through its facilities. The bylaws of a cooperative may provide that any person, including a corporation, shall cease to be a member thereof if he or she shall fail or refuse to use electric energy made available by the cooperative or if electric energy shall not be made available to such person by the cooperative within a specified time after such person shall have become a member thereof. Membership in the cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect to membership. |(b) An annual meeting of the members shall be held at such time as shall be provided in the bylaws.(c) Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than ten percent (10%) of the members, or by the president.(d) Meetings of members shall be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held in the city or town in which the principal office of the cooperative is located.(e) Except as hereinafter otherwise provided, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten (10) nor more than twenty-five (25) days before the date of the meeting.(f) Five percent (5%) of all members, present in person, shall constitute a quorum for the transaction of business at all meetings of the members, unless the bylaws prescribe the presence of a greater percentage of the members for a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. If allowed by the bylaws of a cooperative, mail-in ballots may be counted toward the required five percent (5%) of members necessary to constitute a quorum.(g) Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. In any event, no person shall vote a proxy for more than three members at any meeting of the members.Laws 1939, p. 259, § 8. Amended by Laws 2016, c. 96, § 1, emerg. eff. Apr. 19, 2016.
18 OK Stat § 18-437.9 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.9. Voting districts.

|Notwithstanding any other provision of this act, the bylaws may provide that the territory in which a cooperative supplies electric energy to its members shall be divided into two or more voting districts and that, in respect of each such voting district, (1) a designated number of trustees shall be elected by the members residing therein, or (2) a designated number of delegates shall be elected by such members, or (3) both such trustees and delegates shall be elected by such members. In any such case the bylaws shall prescribe the manner in which such voting districts and the members thereof, and the delegates and trustees, if any, elected therefrom shall function and the powers of the delegates, which may include the power to elect trustees. No member at any voting district meeting and no delegate at any meeting shall vote by proxy or by mail. |Laws 1939, p. 261, § 10.
18 OK Stat § 18-437.10 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.10. Officers.

|The officers of a cooperative shall consist of a president, vice president, secretary and treasurer, who shall be elected annually by and from the board of trustees. No person shall continue to hold any of the above offices after he shall have ceased to be a trustee. The offices of secretary and of treasurer may be held by the same person. The board of trustees may also elect or appoint such other officers, agents, or employees as it shall deem necessary or advisable and shall prescribe the powers and duties thereof. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws. Vacancies in office may be filed by the board of trustees. |Laws 1953, p. 486, § 10.
18 OK Stat § 18-437.11 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.11. Amendment of articles of incorporation - Change of location without amending articles.

|(a) A cooperative may amend its articles of incorporation by complying with the following requirements: |(1) The proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two-thirds of those members voting thereon at such meeting; and(2) Upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this act and shall state: (a) the name of the cooperative; (b) the address of its principal office; (c) the date of the filing of its articles of incorporation in the office of the Secretary of State; and (d) the amendment to its articles of incorporation. The president or vice president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this act.(b) A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice president under its seal attested by its secretary, in the office of the Secretary of State and also in each county office in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within thirty (30) days after the filing of such certificate of change of principal office in any county office, file therein certified copies of its articles of incorporation and all amendments thereto, if the same are not already on file therein.Laws 1939, p. 261, § 12.
18 OK Stat § 18-437.12 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.12. Consolidation.

|Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new cooperative, hereinafter designated the "new cooperative", by complying with the following requirements: |(a) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be first approved by the board of trustees of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this act and shall state: (1) The name of each consolidating cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the Secretary of State; (2) the name of the new cooperative and the address of its principal office; (3) the names and addresses of the persons who shall constitute the first board of trustees of the new cooperative; (4) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative and the issuance of certificates of membership in respect of such converted memberships; and (5) any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business and affairs of the new cooperative;(b) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of trustees of each consolidating cooperative shall then be submitted to a vote of the members thereof at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each consolidating cooperative voting thereon at such meeting; and(c) Upon such approval by the members of the respective consolidation cooperatives, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The president or vice president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State for filing as provided in this act.Laws 1939, p. 262, § 13.
18 OK Stat § 18-437.13 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.13. Merger.

|Any one or more cooperatives, each of which is hereinafter designated a "merging cooperative", may merge into another cooperative, hereinafter designated the "surviving cooperative", by complying with the following requirements: |(a) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of trustees of each merging cooperative and by the board of trustees of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this act and shall state: (1) the name of each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the Secretary of State; (2) the name of the surviving cooperative and the address of its principal office; (3) a statement that the merging cooperatives elect to be merged into the surviving cooperative; (4) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted memberships; and (6) any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative;(b) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives, parties to the proposed merger, shall then be submitted to a vote of the members of each such cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each cooperative voting thereon at such meeting; and(c) Upon such approval by the members of the respective cooperatives, parties to the proposed merger, articles of merger in form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The president or vice president of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of merger and affidavits shall be submitted to the Secretary of State for filing as provided in this act.Laws 1939, p. 263, § 14.
18 OK Stat § 18-437.14 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-437.14. Effect of consolidation or merger.

|The effect of consolidation or merger shall be as follows: |(a) The several cooperatives, parties to the consolidation or merger, shall be a single cooperative, which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation, and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, shall cease;(b) Such new or surviving cooperative shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this act, and shall possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action, of each of the consolidating or merging cooperatives, and furthermore all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged, shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any such cooperatives shall not revert or be in any way impaired by reason of such consolidation or merger; (c) Such new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claim existing, or action or proceeding pending, by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place;(d) Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger; and(e) In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.Laws 1939, p. 264, § 15.