reglab/housing_qa huggingface dataset:
18 OK Stat § 18-441-1214 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1214. Statement of dissolution.

|STATEMENT OF DISSOLUTION. |(a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Secretary of State for filing a statement of dissolution that states:(1) The name of the association;(2) The date the association dissolved or will dissolve; and(3) Any other information the association considers relevant.(b) A person has notice of a limited cooperative association’s dissolution on the later of:(1) Ninety (90) days after a statement of dissolution is filed; or(2) The effective date stated in the statement of dissolution.Added by Laws 2009, c. 68, § 115, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1215 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1215. Statement of termination.

|STATEMENT OF TERMINATION. |(a) A dissolved limited cooperative association that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:(1) The name of the association;(2) The date of filing of its initial articles of organization; and(3) That the association is terminated.(b) The filing of a statement of termination does not itself terminate the limited cooperative association.Added by Laws 2009, c. 68, § 116, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1301 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1301. Derivative action.

|DERIVATIVE ACTION. A member may maintain a derivative action to enforce a right of a limited cooperative association if: |(1) The member demands that the association bring an action to enforce the right; and(2) Any of the following occur:(A)the association does not, within ninety (90) days after the member makes the demand, agree to bring the action;(B)the association notifies the member that it has rejected the demand;(C)irreparable harm to the association would result by waiting ninety (90) days after the member makes the demand; or(D)the association agrees to bring an action demanded and fails to bring the action within a reasonable time.Added by Laws 2009, c. 68, § 117, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1302 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1302. Proper plaintiff.

|PROPER PLAINTIFF. |(a) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that:(1) Is a member or a dissociated member at the time the action is commenced and:(A)was a member when the conduct giving rise to the action occurred; or(B)whose status as a member devolved upon the person by operation of law or the organic rules from a person that was a member at the time of the conduct; and(2) Adequately represents the interests of the association.(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member who meets the requirements of subsection (a) of this section to be substituted as plaintiff.Added by Laws 2009, c. 68, § 118, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1303 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1303. Pleading.

|PLEADING. In a derivative action to enforce a right of a limited cooperative association, the complaint must state: |(1) The date and content of the plaintiff’s demand under paragraph (1) of Section 117 of this act and the association’s response;(2) If ninety (90) days have not expired since the demand, how irreparable harm to the association would result by waiting for the expiration of ninety (90) days; and(3) If the association agreed to bring an action demanded, that the action has not been brought within a reasonable time.Added by Laws 2009, c. 68, § 119, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1304 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1304. Approval for discontinuance or settlement.

|APPROVAL FOR DISCONTINUANCE OR SETTLEMENT. A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without the court’s approval. |Added by Laws 2009, c. 68, § 120, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1305 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1305. Proceeds and expenses.

|PROCEEDS AND EXPENSES. |(a) Except as otherwise provided in subsection (b) of this section:(1) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintiff; and(2) If the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the association.(b) If a derivative action to enforce a right of a limited cooperative association is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the association.Added by Laws 2009, c. 68, § 121, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1401 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1401. Governing law.

|GOVERNING LAW. |(a) The law of the state or other jurisdiction under which a foreign cooperative is organized governs relations among the members of the foreign cooperative and between the members and the foreign cooperative.(b) A foreign cooperative may not be denied a certificate of authority because of any difference between the law of the jurisdiction under which the foreign cooperative is organized and the law of this state.(c) A certificate of authority does not authorize a foreign cooperative to engage in any activity or exercise any power that a limited cooperative association may not engage in or exercise in this state.Added by Laws 2009, c. 68, § 122, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1402 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1402. Application for certificate of authority.

|APPLICATION FOR CERTIFICATE OF AUTHORITY. |(a) A foreign cooperative may apply for a certificate of authority by delivering an application to the Secretary of State for filing. The application must state:(1) The name of the foreign cooperative and, if the name does not comply with Section 11 of this act, an alternative name adopted pursuant to Section 126 of this act;(2) The name of the state or other jurisdiction under whose law the foreign cooperative is organized;(3) The street address and, if different, mailing address of the principal office and, if the law of the jurisdiction under which the foreign cooperative is organized requires the foreign cooperative to maintain another office in that jurisdiction, the street address and, if different, mailing address of the required office;(4) The street address and, if different, mailing address of the foreign cooperative’s designated office in this state, and the name of the foreign cooperative’s agent for service of process at the designated office; and(5) The name, street address and, if different, mailing address of each of the foreign cooperative’s current directors and officers.(b) A foreign cooperative shall deliver with a completed application under subsection (a) of this section a certificate of good standing or a similar record signed by the Secretary of State or other official having custody of the foreign cooperative’s publicly filed records in the state or other jurisdiction under whose law the foreign cooperative is organized.Added by Laws 2009, c. 68, § 123, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1403 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1403. Activities not constituting transacting business.

|ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. |(a) Activities of a foreign cooperative which do not constitute transacting business in this state under this article include:(1) Maintaining, defending, and settling an action or proceeding;(2) Holding meetings of the foreign cooperative’s members or directors or carrying on any other activity concerning the foreign cooperative’s internal affairs;(3) Maintaining accounts in financial institutions;(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign cooperative’s own securities or maintaining trustees or depositories with respect to those securities;(5) Selling through independent contractors;(6) Soliciting or obtaining orders, whether by mail or electronic means, through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;(7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;(9) Conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions; and(10) Transacting business in interstate commerce.(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.(c) This section does not apply in determining the contacts or activities that may subject a foreign cooperative to service of process, taxation, or regulation under law of this state other than the Uniform Limited Cooperative Association Act of 2009.Added by Laws 2009, c. 68, § 124, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1404 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1404. Issuance of certificate of authority.

|ISSUANCE OF CERTIFICATE OF AUTHORITY. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Uniform Limited Cooperative Association Act of 2009, the Secretary of State, upon payment by the foreign cooperative of all filing fees, shall file the application, issue a certificate of authority, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign cooperative or its representative. |Added by Laws 2009, c. 68, § 125, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1405 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1405. Noncomplying name of foreign cooperative.

|NONCOMPLYING NAME OF FOREIGN COOPERATIVE. |(a) A foreign cooperative whose name does not comply with Section 11 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies with Section 11 of this act. After obtaining a certificate of authority with an alternative name, a foreign cooperative’s business in this state must be transacted under that name.(b) If a foreign cooperative authorized to transact business in this state changes its name to one that does not comply with Section 11 of this act, it may not thereafter transact business in this state until it complies with subsection (a) of this section and obtains an amended certificate of authority.Added by Laws 2009, c. 68, § 126, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1406 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1406. Revocation of certificate of authority.

|REVOCATION OF CERTIFICATE OF AUTHORITY. |(a) A certificate of authority may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if the foreign cooperative does not:(1) Pay, not later than sixty (60) days after the due date, any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Cooperative Association Act of 2009 or law of this state other than the Uniform Limited Cooperative Association Act of 2009;(2) Deliver, not later than sixty (60) days after the due date, its annual report;(3) Appoint and maintain an agent for service of process; or(4) Deliver for filing a statement of change not later than thirty (30) days after a change has occurred in the name of the agent or the address of the foreign cooperative’s designated office.(b) To revoke a certificate of authority, the Secretary of State must file a notice of revocation and send a copy to the foreign cooperative’s registered agent for service of process in this state or, if the foreign cooperative does not appoint and maintain an agent for service of process in this state, to the foreign cooperative’s principal office. The notice must state:(1) The revocation’s effective date, which must be at least sixty (60) days after the date the Secretary of State sends the copy; and(2) The foreign cooperative’s noncompliance that is the reason for the revocation.(c) The authority of a foreign cooperative to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign cooperative cures each failure to comply stated in the notice. If the foreign cooperative cures the failures, the Secretary of State shall so indicate on the filed notice.Added by Laws 2009, c. 68, § 127, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1407 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1407. Cancellation of certificate of authority - Effect of failure to have certificate.

|CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE. |(a) To cancel its certificate of authority, a foreign cooperative must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under Section 23 of this act.(b) A foreign cooperative transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority.(c) The failure of a foreign cooperative to have a certificate of authority does not impair the validity of a contract or act of the foreign cooperative or prevent the foreign cooperative from defending an action or proceeding in this state.(d) A member of a foreign cooperative is not liable for the obligations of the foreign cooperative solely by reason of the foreign cooperative’s having transacted business in this state without a certificate of authority.(e) If a foreign cooperative transacts business in this state without a certificate of authority or cancels its certificate, it appoints the Secretary of State as its agent for service of process for an action arising out of the transaction of business in this state.Added by Laws 2009, c. 68, § 128, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1408 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1408. Action by Attorney General.

|ACTION BY ATTORNEY GENERAL. The Attorney General may maintain an action to restrain a foreign cooperative from transacting business in this state in violation of this article. |Added by Laws 2009, c. 68, § 129, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1501 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1501. Disposition of assets not requiring member approval.

|DISPOSITION OF ASSETS NOT REQUIRING MEMBER APPROVAL. Unless the articles of organization otherwise provide, member approval under Section 131 of this act is not required for a limited cooperative association to: |(1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regular course of business; or(2) Mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the association whether or not in the usual and regular course of business.Added by Laws 2009, c. 68, § 130, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1502 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1502. Member approval of other disposition of assets.

|MEMBER APPROVAL OF OTHER DISPOSITION OF ASSETS. A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in Section 130 of this act, requires approval of the association’s members under Sections 132 and 133 of this act if the disposition leaves the association without significant continuing business activity. |Added by Laws 2009, c. 68, § 131, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1503 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1503. Notice and action on disposition of assets.

|NOTICE AND ACTION ON DISPOSITION OF ASSETS. For a limited cooperative association to dispose of assets under Section 131 of this act: |(1) A majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and(2) The board of directors must call a members meeting to consider the proposed disposition, hold the meeting not later than ninety (90) days after approval of the proposed disposition by the board, and mail or otherwise transmit or deliver in a record to each member:(A)the terms of the proposed disposition;(B)a recommendation that the members approve the disposition, 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;(C)a statement of any condition of the board’s submission of the proposed disposition to the members; and(D)notice of the meeting at which the proposed disposition 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, § 132, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1504 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1504. Disposition of assets.

|DISPOSITION OF ASSETS. |(a) Subject to subsection (b) of this section, a disposition of assets under Section 131 of this act must be approved by:(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under paragraph (2) of Section 132 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 require 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) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:(1) As provided in the contract or the resolution; and(2) Except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition.(d) The voting requirements for districts, classes, or voting groups under Section 36 of this act apply to approval of a disposition of assets under this article.Added by Laws 2009, c. 68, § 133, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1601 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1601. Definitions.

|DEFINITIONS. In this article: |(1) “Constituent entity” means an entity that is a party to a merger.(2) “Constituent limited cooperative association” means a limited cooperative association that is a party to a merger.(3) “Converted entity” means the organization into which a converting entity converts pursuant to Sections 135 through 138 of this act.(4) “Converting entity” means an entity that converts into another entity pursuant to Sections 135 through 138 of this act.(5) “Converting limited cooperative association” means a converting entity that is a limited cooperative association.(6) “Organizational documents” means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity.(7) “Personal liability” means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:(A)by the entity’s organic law solely because of the person co-owning or having an interest in the entity; or(B)by the entity’s organizational documents under a provision of the entity’s organic law authorizing those documents to make one or more specified persons liable for all or specified parts of the entity’s debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.(8) “Surviving entity” means an entity into which one or more other entities are merged, whether the entity existed before the merger or is created by the merger.Added by Laws 2009, c. 68, § 134, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1602 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1602. Conversion.

|CONVERSION. |(a) An entity that is not a limited cooperative association may convert to a limited cooperative association and a limited cooperative association may convert to an entity that is not a limited cooperative association pursuant to this section, Sections 136 through 138 of this act, and a plan of conversion, if:(1) The other entity’s organic law authorizes the conversion;(2) The conversion is not prohibited by the law of the jurisdiction that enacted the other entity’s organic law; and(3) The other entity complies with its organic law in effecting the conversion.(b) A plan of conversion must be in a record and must include:(1) The name and form of the entity before conversion;(2) The name and form of the entity after conversion;(3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration; and(4) The organizational documents of the proposed converted entity.Added by Laws 2009, c. 68, § 135, eff. Jan. 1, 2010.
18 OK Stat § 18-441-1604 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-441-1604. Filings required for conversion - Effective date.

|FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. |(a) After a plan of conversion is approved:(1) A converting limited cooperative association shall deliver to the Secretary of State for filing articles of conversion, which must include:(A)a statement that the limited cooperative association has been converted into another entity;(B)the name and form of the converted entity and the jurisdiction of its governing statute;(C)the date the conversion is effective under the governing statute of the converted entity;(D)a statement that the conversion was approved as required by the Uniform Limited Cooperative Association Act of 2009;(E)a statement that the conversion was approved as required by the governing statute of the converted entity; and(F)if the converted entity is an entity organized in a jurisdiction other than this state and is 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 purposes of Section 20 of this act; and(2) If the converting entity is not a converting limited cooperative association, the converting entity shall deliver to the Secretary of State for filing articles of organization, which must include, in addition to the information required by Section 30 of this act:(A)a statement that the association was converted from another entity;(B)the name and form of the converting entity and the jurisdiction of its governing statute; and(C)a statement that the conversion was approved in a manner that complied with the converting entity’s governing statute.(b) A conversion becomes effective:(1) If the converted entity is a limited cooperative association, when the articles of conversion take effect pursuant to subsection (c) of Section 23 of this act; or(2) If the converted entity is not a limited cooperative association, as provided by the governing statute of the converted entity.Added by Laws 2009, c. 68, § 137, eff. Jan. 1, 2010.