reglab/housing_qa huggingface dataset:
18 OK Stat § 18-1202 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1202. Definitions.

|As used in the Oklahoma Benefit Corporation Act: |1. "Benefit corporation" means:a.a business corporation incorporated under the Oklahoma General Corporation Act that is subject to this act, orb.a state bank or trust company incorporated under Title 6 of the Oklahoma Statutes that is subject to this act;2. "Benefit enforcement proceeding" means any claim or action or proceeding for:a.failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its certificate of incorporation, orb.violation of any obligation, duty or standard of conduct under this act;3. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation;4. "Minimum status vote" means:a.in the case of a business corporation or a state bank or trust company, in addition to any other required approval or vote, the satisfaction of the following conditions:(1)the shareholders of every class or series shall be entitled to vote as a class on the corporate action regardless of a limitation stated in the certificate of incorporation or bylaws on the voting rights of any class or series, and(2)the corporate action shall be approved by the affirmative vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action, orb.in the case of a domestic entity other than a corporation or state bank or trust company, in addition to any other required approval, vote or consent, the satisfaction of the following conditions:(1)the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series, and(2)the action shall be approved by the affirmative vote or consent of the holders described in division (1) of this subparagraph entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action; and5. "Specific public benefit" includes:a.providing low-income or underserved individuals or communities with beneficial products or services,b.promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business,c.protecting or restoring the environment,d.improving human health,e.promoting the arts, sciences or advancement of knowledge,f.increasing the flow of capital to entities with a purpose to benefit society or the environment, andg.conferring any other particular benefit on society or the environment.Added by Laws 2019, c. 45, § 2, eff. Nov. 1, 2019.
18 OK Stat § 18-1203 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1203. Incorporation.

|A. A benefit corporation that is not a state bank or trust company shall be incorporated in accordance with the Oklahoma General Corporation Act, except that its certificate of incorporation shall also state that it is a benefit corporation. |B. A benefit corporation that is a state bank or trust company shall be incorporated in accordance with the Oklahoma Banking Code, except that its certificate of incorporation shall also state that it is a benefit corporation.Added by Laws 2019, c. 45, § 3, eff. Nov. 1, 2019.
18 OK Stat § 18-1204 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1204. Amending certificate of incorporation for existing corporations.

|A. An existing business corporation may become a benefit corporation under the Oklahoma Benefit Corporation Act by amending its certificate of incorporation so that it contains, in addition to the requirements of Title 6 or Title 18 of the Oklahoma Statutes, a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote. |B. 1. Except as provided in paragraph 2 of this subsection, if a domestic entity that is not a benefit corporation is a party to a merger, consolidation or conversion and the surviving, new or resulting entity in the merger, consolidation or conversion is to be a benefit corporation, the plan of merger, consolidation or conversion shall be adopted or approved by the domestic entity by at least the minimum status vote.2. Paragraph 1 of this subsection shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to Section 1083 of Title 18 of the Oklahoma Statutes.Added by Laws 2019, c. 45, § 4, eff. Nov. 1, 2019.
18 OK Stat § 18-1205 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1205. Termination of benefit corporation status.

|A. A benefit corporation may terminate its status and cease to be subject to the Oklahoma Benefit Corporation Act by amending its certificate of incorporation to delete the provision required by Sections 3 and 4 of this act to be stated in the certificate of a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote. |B. 1. Except as provided in paragraph 2 of this subsection, if a plan of merger, consolidation or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, the plan shall be adopted by at least the minimum status vote in order to be effective.2. Paragraph 1 of this subsection shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger.3. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.Added by Laws 2019, c. 45, § 5, eff. Nov. 1, 2019.
18 OK Stat § 18-1206 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1206. General public benefit purpose.

|A. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under the Oklahoma General Corporation Act or the Oklahoma Banking Code. |B. The certificate of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under the Oklahoma General Corporation Act or the Oklahoma Banking Code and subsection A of this section. The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection A of this section.C. The creation of general public benefit and specific public benefit under subsections A and B of this section shall be in the best interests of the benefit corporation.D. A benefit corporation may amend its certificate of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment shall be adopted by at least the minimum status vote.E. A professional corporation that is a benefit corporation shall not violate the Professional Entity Act by having the purpose to create general public benefit or a specific public benefit.F. A state bank or trust company that is a benefit corporation shall not violate the Oklahoma Banking Code by having the purpose to create general public benefit or a specific public benefit, but nothing in the Oklahoma Benefit Corporation Act shall eliminate, diminish or supersede the duties of a benefit corporation that is a state bank or trust company to operate safely and soundly in accordance with applicable regulatory requirements.Added by Laws 2019, c. 45, § 6, eff. Nov. 1, 2019.
18 OK Stat § 18-1208 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1208. Duties of officers.

|A. Each officer of a benefit corporation shall consider the interests and factors described in paragraph 1 of subsection A of Section 7 of this act in the manner provided in paragraph 3 of subsection A of Section 7 of this act if: |1. The officer has discretion to act with respect to a matter; and2. It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the certificate of incorporation of the benefit corporation.B. The consideration of interests and factors in the manner provided in subsection A of this section shall not constitute a violation of the duties of an officer, except as provided in subsection F of Section 6 of this act.C. Except as provided in the certificate of incorporation or bylaws, an officer shall not be personally liable for monetary damages for:1. An action or inaction as an officer in the course of performing the duties of an officer under subsection A of this section if the officer was not interested with respect to the action or inaction; or2. Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.D. An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.E. An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:1. Is not interested in the subject of the business judgment;2. Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and3. Rationally believes that the business judgment is in the best interests of the benefit corporation.Added by Laws 2019, c. 45, § 8, eff. Nov. 1, 2019.
18 OK Stat § 18-1209 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1209. Liability – Benefit enforcement proceeding.

|A. Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: |1. Failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of incorporation; or2. Violation of an obligation, duty or standard of conduct under the Oklahoma Benefit Corporation Act or the Oklahoma Banking Code.B. A benefit corporation shall not be liable for monetary damages under the Oklahoma Benefit Corporation Act or the Oklahoma Banking Code for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.C. A benefit enforcement proceeding may be commenced or maintained only:1. Directly by the benefit corporation; or2. Derivatively in accordance with the Oklahoma General Corporation Act or the Oklahoma Banking Code, as applicable, by:a.a person or group of persons that owned beneficially or of record at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of,b.a director,c.a person or group of persons that owned beneficially or of record five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of, ord.other persons as specified in the certificate of incorporation or bylaws of the benefit corporation.D. For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.Added by Laws 2019, c. 45, § 9, eff. Nov. 1, 2019.
18 OK Stat § 18-1210 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1210. Annual statement.

|A. A benefit corporation shall annually provide its shareholders with a statement as to the corporation's promotion of general public benefit and any specific public benefit identified in the certificate of incorporation. The statement shall include: |1. The objectives the board of directors has established to promote general public benefit and any specific public benefit;2. The standards the board of directors has adopted to measure the corporation's progress in promoting general public benefit and any specific public benefit;3. Objective factual information based on those standards regarding the corporation's success in meeting the objectives for promoting general public benefit and any specific public benefit; and4. An assessment of the corporation's success in meeting the objectives and promoting general public benefit and any specific public benefit.B. The certificate of incorporation or bylaws of a benefit corporation may require that the corporation:1. Make the statement described in subsection A of this section available to the public; and2. Use a third-party standard in connection with or attain a periodic third-party certification addressing the corporation's promotion of general public benefit and any specific public benefit identified in the certificate of incorporation.C. The benefit statement and the assessment of the performance of the benefit corporation in the benefit statement required by subsection A of this section are not required to be audited or certified by a third party.D. A benefit corporation shall send its annual benefit statement to each shareholder on the earlier of:1. One hundred twenty (120) days following the end of the fiscal year of the benefit corporation; or2. The same time that the benefit corporation delivers any other annual report to its shareholders.Added by Laws 2019, c. 45, § 10, eff. Nov. 1, 2019.
18 OK Stat § 18-2000 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2000. Short title.

|This act shall be known and may be cited as the "Oklahoma Limited Liability Company Act". |Added by Laws 1992, c. 148, § 1, eff. Sept. 1, 1992.
18 OK Stat § 18-2002 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2002. Purposes for formation.

|A limited liability company may be formed under this act for the purpose of carrying on any lawful business, purpose or activity, whether or not for profit, except that a limited liability company may not conduct business as a domestic insurer. |Added by Laws 1992, c. 148, § 3, eff. Sept. 1, 1992. Amended by Laws 1997, c. 418, § 1, eff. Nov. 1, 1997; Laws 2001, c. 405, § 28, eff. Nov. 1, 2001; Laws 2003, c. 180, § 10, eff. Nov. 1, 2003; Laws 2008, c. 253, § 17.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
18 OK Stat § 18-2003 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2003. Powers and authority.

|Each limited liability company may: |1. Sue, be sued, complain and defend in all courts;2. Transact its business, carry on its operations and have and exercise the powers granted by this section in any state, territory, district or possession of the United States, and in any foreign country;3. Make contracts and guarantees, incur liabilities, and borrow money;4. Sell, convey, lease, exchange, transfer, mortgage, pledge, and otherwise dispose of all or any part of its property and assets;5. Acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located;6. Issue notes, bonds and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets;7. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of domestic and foreign corporations, associations, general or limited partnerships, limited liability companies, business trusts, and individuals;8. Invest its surplus funds, lend money from time to time in any manner which may be appropriate to enable it to carry on the operations or fulfill the purposes set forth in its articles of organization, and take and hold real property and personal property as security for the payment of funds so loaned or invested;9. Elect or appoint agents and define their duties and fix their compensation;10. Be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, limited liability company, joint venture, trust or other enterprise;11. Indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement;12. Make and alter operating agreements, not inconsistent with its articles of organization or with the laws of this state, for the administration and regulation of the affairs of the limited liability company;13. Cease its activities and dissolve; and14. Do every other act not inconsistent with law which is appropriate to promote and attain the purposes set forth in its articles of organization.Added by Laws 1992, c. 148, § 4, eff. Sept. 1, 1992.
18 OK Stat § 18-2004 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2004. Filing the articles of organization.

|FILING THE ARTICLES OF ORGANIZATION |A. One or more persons may form a limited liability company upon the filing of executed articles of organization with the Office of the Secretary of State.B. 1. When the articles of organization become effective, the proposed organization becomes a limited liability company under the name and subject to the purposes, conditions, and provisions stated in the articles. A limited liability company formed under the Oklahoma Limited Liability Company Act is a separate legal entity, the existence of which as a separate legal entity continues until cancellation of the limited liability company's articles of organization and completion of its winding up, if any.2. Filing of the articles by the Office of the Secretary of State is conclusive evidence of the formation of the limited liability company.3. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under the Oklahoma Limited Liability Company Act.Added by Laws 1992, c. 148, § 5, eff. Sept. 1, 1992. Amended by Laws 1997, c. 145, § 2, eff. Nov. 1, 1997; Laws 2004, c. 255, § 33, eff. Nov. 1, 2004; Laws 2008, c. 253, § 18; Laws 2017, c. 323, § 38, eff. Nov. 1, 2017.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
18 OK Stat § 18-2005 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2005. Articles of organization - Contents.

|A. The articles of organization shall set forth: |1. The name of the limited liability company;2. The term of the existence of the limited liability company which may be perpetual; and3. The street address of its principal place of business, wherever located, and the name and street address of its registered agent which shall be identical to its registered office in this state.B. If the limited liability company is to establish two or more series of members, managers or membership interests having separate rights, powers or duties as provided under Section 2054.4 of this title and the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series are to be enforceable against the assets of the series only, the articles of organization shall set forth a notice of the limitation on liabilities of the series.C. The articles of organization may set forth any other matters the members determine to include. It is not necessary to set out in the articles of organization any of the powers enumerated in this act.Added by Laws 1992, c. 148, § 6, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 3, eff. Sept. 1, 1993; Laws 1997, c. 145, § 3, eff. Nov. 1, 1997; Laws 1999, c. 421, § 24, eff. Nov. 1, 1999; Laws 2004, c. 255, § 34, eff. Nov. 1, 2004; Laws 2008, c. 253, § 19.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
18 OK Stat § 18-2006 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2006. Execution of articles - Evidence of authority - Signatures.

|A. Articles required by this act to be filed with the Office of the Secretary of State shall be executed in the following manner: |1. Articles of organization must be signed by at least one person who need not be a member of the limited liability company; and2. Articles of amendment, merger, consolidation, conversion or dissolution must be signed by a manager.B. Any person may sign any articles by an attorney in fact. A person who executes articles as an attorney-in-fact, agent or fiduciary is not required to exhibit evidence of his or her authority as a prerequisite to filing.C. The execution of any articles under this act constitutes an affirmation under the penalties of perjury that the facts stated therein are true.D. Any signature on articles or any other instrument authorized by this act may be a facsimile signature, a conformed signature or an electronically transmitted signature.Added by Laws 1992, c. 148, § 7, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 4, eff. Sept. 1, 1993; Laws 1996, c. 69, § 13, eff. Nov. 1, 1996; Laws 2004, c. 255, § 35, eff. Nov. 1, 2004.
18 OK Stat § 18-2007 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2007. Delivery of articles to Secretary of State - Filing - Time when effective.

|A. One signed copy of the articles of organization or any other articles authorized by this act shall be delivered to the Secretary of State. Unless the Secretary of State finds that any articles do not conform to law, upon receipt of all filing and other fees required by law, he or she shall: |1. Endorse on each copy the word “filed” and the day, month and year, and the time, if applicable, of the filing thereof;2. File one copy in his or her office; and3. Return a file-stamped copy to the person who filed it or his or her representative.B. Unless a future effective date or time, which shall be a specified date or time not later than ninety (90) days after the filing, is provided in the articles, articles of organization are effective, and the limited liability company is formed, at the time of the filing of the articles of organization with the Secretary of State.C. Unless a future effective date or time, which shall be a specified date or time not later than ninety (90) days after the filing, is provided in the articles, articles of amendment, merger, consolidation, conversion or dissolution are effective at the time of their filing with the Secretary of State.Added by Laws 1992, c. 148, § 8, eff. Sept. 1, 1992. Amended by Laws 2004, c. 255, § 36, eff. Nov. 1, 2004; Laws 2008, c. 253, § 20.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).