reglab/housing_qa huggingface dataset:
18 OK Stat § 18-441-804 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-804. Election of directors and composition of board.

|ELECTION OF DIRECTORS AND COMPOSITION OF BOARD. |(a) Unless the organic rules require a greater number:(1) The number of directors that must be patron members may not be fewer than:(A)one, if there are two or three directors;(B)two, if there are four or five directors;(C)three, if there are six through eight directors; or(D)one-third (1/3) of the directors if there are at least nine directors; and(2) A majority of the board of directors must be elected exclusively by patron members.(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.(c) Subject to subsection (a) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.(d) Subject to subsection (a) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.(e) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.(f) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.(g) Except as otherwise provided by the organic rules, subsection (e) of this section, or Sections 31, 55, 56 and 74 of this act, member directors must be elected at an annual members meeting.Added by Laws 2009, c. 68, § 69, eff. Jan. 1, 2010.
18 OK Stat § 18-441-805 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-805. Term of director.

|TERM OF DIRECTOR. |(a) Unless the organic rules otherwise provide, and subject to subsections (c) and (d) of this section and subsection (c) of Section 31 of this act, the term of a director expires at the annual members meeting following the director’s election or appointment. The term of a director may not exceed three (3) years.(b) Unless the organic rules otherwise provide, a director may be reelected.(c) Except as otherwise provided in subsection (d) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.(d) Unless the organic rules otherwise provide, a director does not serve the remainder of the director’s term if the director ceases to qualify to be a director.Added by Laws 2009, c. 68, § 70, eff. Jan. 1, 2010.
18 OK Stat § 18-441-806 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-806. Resignation of director.

|RESIGNATION OF DIRECTOR. A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association. |Added by Laws 2009, c. 68, § 71, eff. Jan. 1, 2010.
18 OK Stat § 18-441-807 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-807. Removal of director.

|REMOVAL OF DIRECTOR. Unless the organic rules otherwise provide, the following rules apply: |(1) Members may remove a director with or without cause.(2) A member or members holding at least ten percent (10%) of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the limited cooperative association charged with keeping its records.(3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:(A)call a special meeting of members to be held not later than ninety (90) days after receipt of the petition by the association; and(B)mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with Section 47 of this act.(4) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.Added by Laws 2009, c. 68, § 72, eff. Jan. 1, 2010.
18 OK Stat § 18-441-808 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-808. Suspension of director by board.

|SUSPENSION OF DIRECTOR BY BOARD. |(a) A board of directors may suspend a director if, considering the director’s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:(1) Fraudulent conduct with respect to the association or its members;(2) Gross abuse of the position of director;(3) Intentional or reckless infliction of harm on the association; or(4) Any other behavior, act, or omission as provided by the organic rules.(b) A suspension under subsection (a) of this section is effective for thirty (30) days unless the board of directors calls and gives notice of a special meeting of members for removal of the director before the end of the thirty-day period in which case the suspension is effective until adjournment of the meeting or the director is removed.Added by Laws 2009, c. 68, § 73, eff. Jan. 1, 2010.
18 OK Stat § 18-441-809 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-809. Vacancy on board.

|VACANCY ON BOARD. |(a) Unless the organic rules otherwise provide, a vacancy on the board of directors must be filled:(1) Within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and(2) For the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.(b) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:(1) The new director must be of that class or district; and(2) The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy.(c) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.Added by Laws 2009, c. 68, § 74, eff. Jan. 1, 2010.
18 OK Stat § 18-441-810 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-810. Remuneration of directors.

|REMUNERATION OF DIRECTORS. Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under subsection (a) of Section 82 of this act. |Added by Laws 2009, c. 68, § 75, eff. Jan. 1, 2010.
18 OK Stat § 18-441-811 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-811. Meetings.

|MEETINGS. |(a) A board of directors shall meet at least annually and may hold meetings inside or outside this state.(b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.Added by Laws 2009, c. 68, § 76, eff. Jan. 1, 2010.
18 OK Stat § 18-441-812 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-812. Action without meeting.

|ACTION WITHOUT MEETING. |(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.(b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.(c) A record of consent for any action under subsection (a) of this section may specify the effective date or time of the action.Added by Laws 2009, c. 68, § 77, eff. Jan. 1, 2010.
18 OK Stat § 18-441-813 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-813. Meetings and notice.

|MEETINGS AND NOTICE. |(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.(b) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors must be given to all directors at least three (3) days before the meeting, the notice must contain a statement of the purpose of the meeting, and the meeting is limited to the matters contained in the statement.Added by Laws 2009, c. 68, § 78, eff. Jan. 1, 2010.
18 OK Stat § 18-441-814 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-814. Waiver of notice of meeting.

|WAIVER OF NOTICE OF MEETING. |(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.(b) Unless the organic rules otherwise provide, a director’s participation in a meeting is a waiver of notice of that meeting unless:(1) The director objects to the meeting at the beginning of the meeting or promptly upon the director’s arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or(2) The director promptly objects upon the introduction of any matter for which notice under Section 78 of this act has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.Added by Laws 2009, c. 68, § 79, eff. Jan. 1, 2010.
18 OK Stat § 18-441-815 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-815. Quorum.

|QUORUM. |(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors.(b) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.(c) A director present at a meeting but objecting to notice under paragraph (1) or (2) of subsection (b) of Section 79 of this act does not count toward a quorum.Added by Laws 2009, c. 68, § 80, eff. Jan. 1, 2010.
18 OK Stat § 18-441-816 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-816. Voting.

|VOTING. |(a) Each director shall have one vote for purposes of decisions made by the board of directors.(b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.Added by Laws 2009, c. 68, § 81, eff. Jan. 1, 2010.
18 OK Stat § 18-441-817 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-817. Committees.

|COMMITTEES. |(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.(b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.(c) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.(d) Unless the organic rules otherwise provide, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not:(1) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;(2) Approve or propose to members action requiring approval of members; or(3) Fill vacancies on the board of directors or any of its committees.Added by Laws 2009, c. 68, § 82, eff. Jan. 1, 2010.
18 OK Stat § 18-441-818 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-818. Standards of conduct and liability.

|STANDARDS OF CONDUCT AND LIABILITY. Except as otherwise provided in Section 85 of this act: |(1) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the Oklahoma General Corporation Act; and(2) The liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the Oklahoma General Corporation Act.Added by Laws 2009, c. 68, § 83, eff. Jan. 1, 2010.
18 OK Stat § 18-441-819 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-819. Conflict of interest.

|CONFLICT OF INTEREST. |(a) The law applicable to conflicts of interest between a director of an entity organized under the Oklahoma General Corporation Act governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.(b) A director does not have a conflict of interest under the Uniform Limited Cooperative Association Act of 2009 or the organic rules solely because the director’s conduct relating to the duties of the director may further the director’s own interest.Added by Laws 2009, c. 68, § 84, eff. Jan. 1, 2010.
18 OK Stat § 18-441-820 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-820. Other considerations of directors.

|OTHER CONSIDERATIONS OF DIRECTORS. Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long- and short-term interest of the association and its patron members, may consider: |(1) The interest of employees, customers, and suppliers of the association;(2) The interest of the community in which the association operates; and(3) Other cooperative principles and values that may be applied in the context of the decision.Added by Laws 2009, c. 68, § 85, eff. Jan. 1, 2010.
18 OK Stat § 18-441-821 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-821. Right of director or committee member to information.

|RIGHT OF DIRECTOR OR COMMITTEE MEMBER TO INFORMATION. A director or a member of a committee appointed under Section 82 of this act may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director’s duties as director or the committee member’s duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the association. |Added by Laws 2009, c. 68, § 86, eff. Jan. 1, 2010.
18 OK Stat § 18-441-822 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-822. Appointment and authority of officers.

|APPOINTMENT AND AUTHORITY OF OFFICERS. |(a) A limited cooperative association has the officers:(1) Provided in the organic rules; or(2) Established by the board of directors in a manner not inconsistent with the organic rules.(b) The organic rules may designate or, if the rules do not designate, the board of directors shall designate, one of the association’s officers for preparing all records required by Section 14 of this act and for the authentication of records.(c) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.(d) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors not in a manner inconsistent with the organic rules.(e) The election or appointment of an officer of a limited cooperative association does not of itself create a contract between the association and the officer.(f) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.Added by Laws 2009, c. 68, § 87, eff. Jan. 1, 2010.
18 OK Stat § 18-441-823 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-823. Resignation and removal of officers.

|RESIGNATION AND REMOVAL OF OFFICERS. |(a) The board of directors may remove an officer at any time with or without cause.(b) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective when the notice is given.Added by Laws 2009, c. 68, § 88, eff. Jan. 1, 2010.
18 OK Stat § 18-441-901 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-901. Indemnification.

|INDEMNIFICATION. |(a) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by the Oklahoma General Corporation Act.(b) A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by the Oklahoma General Corporation Act.Added by Laws 2009, c. 68, § 89, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1001 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1001. Members’ contributions.

|MEMBERS’ CONTRIBUTIONS. The organic rules must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members. |Added by Laws 2009, c. 68, § 90, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1002 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1002. Contribution and valuation.

|CONTRIBUTION AND VALUATION. |(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.(b) The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association’s records.(c) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member’s contributions received or to be received and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member’s contribution obligation has been met.Added by Laws 2009, c. 68, § 91, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1003 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1003. Contribution agreements.

|CONTRIBUTION AGREEMENTS. |(a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association:(1) The agreement is irrevocable for six (6) months after the agreement is signed by the person unless all parties to the agreement consent to the revocation.(2) If a person does not make a required contribution:(A)the person is obligated, at the option of the association, once formed, to contribute money equal to the value of that part of the contribution that has not been made, and the obligation may be enforced as a debt to the association; or(B)the association, once formed, may rescind the agreement if the debt remains unpaid more than twenty (20) days after the association demands payment from the person, and upon rescission the person has no further rights or obligations with respect to the association.(b) Unless the organic rules or an agreement to make a contribution to a limited cooperative association otherwise provides, if a person does not make a required contribution to an association, the person or the person’s estate is obligated, at the option of the association, to contribute money equal to the value of the part of the contribution which has not been made.Added by Laws 2009, c. 68, § 92, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1004 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1004. Allocations of profits and losses.

|ALLOCATIONS OF PROFITS AND LOSSES. |(a) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as profits.(b) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members.(c) If a limited cooperative association has investor members, the organic rules may not reduce the allocation to patron members to less than fifty percent (50%) of profits. For purposes of this subsection, the following rules apply:(1) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members.(2) Amounts paid, due, or allocated to investor members as a stated fixed return on equity are not considered amounts allocated to investor members.(d) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (a), (b) and (c) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:(1) An unallocated capital reserve; and(2) Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.(e) Subject to subsections (b) and (f) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (d) of this section:(1) To patron members in the ratio of each member’s patronage to the total patronage of all patron members during the period for which allocations are to be made; and(2) To investor members, if any, in the ratio of each investor member’s contributions to the total contributions of all investor members.(f) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members’ contributions, or other equitable methods.Added by Laws 2009, c. 68, § 93, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1005 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1005. Distributions.

|DISTRIBUTIONS. |(a) Unless the organic rules otherwise provide and subject to Section 96 of this act, the board of directors may authorize, and the limited cooperative association may make, distributions to members.(b) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association’s own or other securities.Added by Laws 2009, c. 68, § 94, eff. Jan. 1, 2010.