reglab/housing_qa huggingface dataset:
18 OK Stat § 18-1005 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1005. Incorporators - How Corporation Formed - Purposes.

|INCORPORATORS; HOW CORPORATION FORMED; PURPOSES |A. Any person, partnership, association or corporation, singly or jointly with others, and without regard to his or their residence, domicile or state of incorporation, may incorporate or organize a corporation pursuant to the provisions of the Oklahoma General Corporation Act by filing with the Secretary of State a certificate of incorporation which shall be executed, acknowledged and filed in accordance with the provisions of Section 7 of this act; provided, however, at least three (3) persons, partnerships, associations, or corporations, or any combination thereof, shall be required to incorporate as a not for profit corporation pursuant to the provisions of the Oklahoma General Corporation Act.B. A corporation may be incorporated or organized pursuant to the provisions of the Oklahoma General Corporation Act to conduct or promote any lawful business or purposes, except as may otherwise be provided by the Constitution or other law of this state.C. Corporations for constructing, maintaining and operating public utilities, whether in or outside of this state, may be organized pursuant to the provisions of the Oklahoma General Corporation Act, but corporations for constructing, maintaining and operating public utilities within this state shall be subject to, in addition to the provisions of the Oklahoma General Corporation Act, the special provisions and requirements of Title 17 of the Oklahoma Statutes applicable to such corporations.Added by Laws 1986, c. 292, § 5, eff. Nov. 1, 1986.
18 OK Stat § 18-1008 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1008. Certificate of incorporation - Definition.

|CERTIFICATE OF INCORPORATION; DEFINITION |The term "certificate of incorporation", as used in the Oklahoma General Corporation Act, unless the context requires otherwise, includes not only the original certificate of incorporation filed to create a corporation but also all other certificates, agreements of merger or consolidation, plans of reorganization, or other instruments, howsoever designated, which are filed pursuant to the provisions of Sections 1006, 1023 through 1026, 1032, 1076 through 1087, 1090.2, or 1118 through 1120 of this title, or any other section of this title, and which have the effect of amending or supplementing in some respect a corporation's certificate of incorporation.Added by Laws 1986, c. 292, § 8, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 4, eff. Nov. 1, 2019.
18 OK Stat § 18-1009 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1009. Certificate of Incorporation and Other Certificates - Evidence.

|CERTIFICATE OF INCORPORATION AND OTHER CERTIFICATES; EVIDENCE |A copy of a certificate of incorporation, or of a restated certificate of incorporation, or of any other certificate which has been filed in the Office of the Secretary of State as required by any provision of Title 18 of the Oklahoma Statutes, when duly certified by the Secretary of State, shall be received in all courts, public offices, and official bodies as prima facie evidence of:1. Due execution, acknowledgment and filing of the instrument;2. Observance and performance of all acts and conditions necessary to have been observed and performed precedent to the instrument becoming effective; and3. Of any other facts required or permitted by law to be stated in the instrument.Added by Laws 1986, c. 292, § 9, eff. Nov. 1, 1986.
18 OK Stat § 18-1010 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1010. Commencement of Corporate Existence.

|COMMENCEMENT OF CORPORATE EXISTENCE |Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in accordance with the provisions of Section 7 of this act, the incorporator or incorporators who signed the certificate, and his or their successors and assigns, from the date of such filing, shall be and constitute a body corporate by the name set forth in the certificate, subject to the provisions of subsection D of Section 7 of this act and subject to dissolution or other termination of its existence as provided for in the Oklahoma General Corporation Act.Added by Laws 1986, c. 292, § 10, eff. Nov. 1, 1986.
18 OK Stat § 18-1011 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1011. Powers of Incorporators.

|POWERS OF INCORPORATORS |If the persons who are to serve as directors until the first annual meeting of shareholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.Added by Laws 1986, c. 292, § 11, eff. Nov. 1, 1986.
18 OK Stat § 18-1013 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1013. Bylaws.

|BYLAWS |A. The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in the certificate of incorporation, or, before a corporation other than a nonstock corporation has received any payment for any of its stock, by its board of directors. After a corporation other than a nonstock corporation has received any payment for any of its stock, except as otherwise provided in its certificate of incorporation, the power to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. In the case of a nonstock corporation, the power to adopt, amend or repeal bylaws shall be in its governing body. Notwithstanding the foregoing, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its members. The fact that such power has been so conferred upon the directors or members, as the case may be, shall not divest the shareholders or governing body of the power, nor limit their power to adopt, amend or repeal bylaws.B. The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its shareholders, directors, officers or employees.Added by Laws 1986, c. 292, § 13, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 5, eff. Nov. 1, 2001; Laws 2004, c. 255, § 4, eff. Nov. 1, 2004; Laws 2019, c. 88, § 5, eff. Nov. 1, 2019.
18 OK Stat § 18-1014.1 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1014.1. Interpretation and enforcement of corporate instruments and provisions of this title.

|NTERPRETATION AND ENFORCEMENT OF CORPORATE INSTRUMENTS AND PROVISIONS OF THIS TITLE |A. Any shareholder, member or director may bring an action to interpret, apply or enforce or determine the validity of:1. The provisions of the certificate of incorporation or the bylaws of a domestic corporation;2. Any instrument, document or agreement (a) by which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock, or (b) to which a corporation and one or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any of such stock, or (c) by which a corporation agrees to sell, lease or exchange any of its property or assets, and which by its terms provides that one or more holders of its stock approve of or consent to such sale, lease or exchange;3. Any written restrictions on the transfer, registration of transfer or ownership of securities under Section 1055 of this title;4. Any proxy under Section 1057 or 1060 of this title;5. Any voting trust or other voting agreement under Section 1063 of this title;6. Any agreement, certificate of merger or consolidation, or certificate of ownership and merger governed by Sections 1081 through 1087, or Section 1090.2 of this title;7. Any certificate of conversion under Section 1090.4 or 1090.5 of this title; or8. Any other instrument, document, agreement or certificate required by any provision of this title,may be brought in the district court, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the district court.B. Any civil action to interpret, apply or enforce any provision of this title may be brought in the district court.Added by Laws 2001, c. 405, § 6, eff. Nov. 1, 2001. Amended by Laws 2017, c. 323, § 2, eff. Nov. 1, 2017.
18 OK Stat § 18-1014.2 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1014.2. Forum selection provisions.

|FORUM SELECTION PROVISIONS |The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this state, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this state. "Internal corporate claims" means claims, including claims in the right of the corporation, (a) that are based upon a violation of a duty by a current or former director or officer or shareholder in such capacity, or (b) as to which this title confers jurisdiction upon the district court.Added by Laws 2017, c. 323, § 3, eff. Nov. 1, 2017.
18 OK Stat § 18-1015 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1015. General Powers.

|GENERAL POWERS |In addition to the powers enumerated in Section 16 of this act, every corporation, its officers, directors and shareholders shall possess and may exercise all the powers and privileges granted by the provisions of the Oklahoma General Corporation Act or by any other law or by its certificate of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its certificate of incorporation.Added by Laws 1986, c. 292, § 15, eff. Nov. 1, 1986.
18 OK Stat § 18-1017 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1017. Powers respecting securities of other corporations or entities.

|POWERS RESPECTING SECURITIES OF |OTHER CORPORATIONS OR ENTITIESAny corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer, or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any other domestic or foreign corporation, partnership, association, or individual, or by any government or agency or instrumentality thereof, subject to the limitation prescribed by Section 41 of Article IX of the Oklahoma Constitution. A corporation while the owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.Added by Laws 1986, c. 292, § 17, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 1, operative Nov. 1, 1987.
18 OK Stat § 18-1018 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1018. Lack of Corporate Capacity or Power, Effect - Ultra Vires.

|LACK OF CORPORATE CAPACITY OR POWER, EFFECT; ULTRA VIRES |No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:1. In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, may set aside and enjoin the performance of such contract, and in so doing, may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract. Anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;2. In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act; or3. In a proceeding by the Attorney General to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.Added by Laws 1986, c. 292, § 18, eff. Nov. 1, 1986.
18 OK Stat § 18-1019 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1019. Private foundations; powers and duties.

|PRIVATE FOUNDATIONS; POWERS AND DUTIES |A corporation of this state which is a private foundation under the United States internal revenue laws and whose certificate of incorporation does not expressly provide that this section shall not apply to it is required to act or to refrain from acting so as not to subject itself to the taxes imposed by Sections 4941, relating to taxes on self-dealing, 4942, relating to taxes on failure to distribute income, 4943, relating to taxes on excess business holdings, 4944, relating to taxes on investments which jeopardize charitable purpose, or 4945, relating to taxable expenditures, of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent United States internal revenue law.Added by Laws 1986, c. 292, § 19, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 2, operative Nov. 1, 1987.
18 OK Stat § 18-1021 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1021. Registered office in state - Principal office or place of business in state.

|REGISTERED OFFICE IN STATE; PRINCIPAL OFFICE |OR PLACE OF BUSINESS IN STATEA. Every corporation shall have and maintain in this state a registered office which may, but need not be, the same as its place of business.B. Whenever the term "corporation's principal office or place of business in this state" or "principal office or place of business of the corporation in this state", or other term of like import, is or has been used in a corporation's certificate of incorporation, or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered office required by this section. It shall not be necessary for any corporation to amend its certificate of incorporation or any other document to comply with the provisions of this section.C. As contained in any certificate of incorporation or other document filed with the Secretary of State under this title, the address of a registered office shall include the street, number, city, state and postal code.Added by Laws 1986, c. 292, § 21, eff. Nov. 1, 1986. Amended by Laws 2017, c. 323, § 4, eff. Nov. 1, 2017.
18 OK Stat § 18-1023 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1023. Change of location of registered office; change of registered agent.

|CHANGE OF LOCATION OF REGISTERED OFFICE; |CHANGE OF REGISTERED AGENTAny corporation, by resolution of its board of directors, may change the location of its registered office in this state to any other place in this state. By like resolution, the registered agent of a corporation may be changed to any other person or corporation, including itself. In either such case, the resolution shall be as detailed in its statement as is required by the provisions of paragraph 2 of subsection A of Section 1006 of this title. Upon the adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed in accordance with the provisions of Section 1007 of this title.Added by Laws 1986, c. 292, § 23, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 3, operative Nov. 1, 1987; Laws 1990, c. 328, § 3, eff. Sept. 1, 1990.
18 OK Stat § 18-1024 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1024. Change of address or name of registered agent.

|CHANGE OF ADDRESS OR NAME OF REGISTERED AGENT |A. A registered agent may change the address of the registered office of the corporation or corporations for which he or she is the registered agent to another address in this state by filing with the Secretary of State a certificate in the name of each affected corporation, executed and acknowledged by the registered agent, setting forth the address at which the registered agent has maintained the registered office, and further certifying to the new address to which the registered office will be changed on a given day, and at which new address the registered agent will thereafter maintain the registered office. Thereafter, or until further change of address, as authorized by law, the registered office in this state shall be located at the new address of the registered agent thereof as given in the certificate.B. In the event of a change of name of any person or corporation acting as registered agent in this state, the registered agent shall file with the Secretary of State a certificate in the name of each affected, executed and acknowledged by the registered agent, setting forth the new name of the registered agent, the name of the registered agent before it was changed, and the address at which the registered agent has maintained the registered office for the affected corporation. A change of name of any person or corporation acting as registered agent as a result of a merger or consolidation of the registered agent, with or into another person or corporation which succeeds to its assets by operation of law, shall be deemed a change of name for purposes of this section.Added by Laws 1986, c. 292, § 24, eff. Nov. 1, 1986. Amended by Laws 1999, c. 421, § 8, eff. Nov. 1, 1999; Laws 2008, c. 253, § 3.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 § 18-1025 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1025. Resignation of Registered Agent Coupled with Appointment of Successor.

|RESIGNATION OF REGISTERED AGENT COUPLED |WITH APPOINTMENT OF SUCCESSORThe registered agent of one or more corporations may resign and appoint a successor registered agent by filing in the name of each affected corporation a certificate with the Secretary of State stating the name and address of the successor agent, in accordance with the provisions of paragraph 2 of subsection A of Section 1006 of this title. There shall be attached to the certificate a statement of the affected corporation ratifying and approving such change of registered agent. The statement shall be executed and acknowledged in accordance with the provisions of Section 1007 of this title. Upon the filing, the successor registered agent becomes the registered agent of each corporation that has ratified and approved each substitution and the successor registered agent’s address, as stated in each certificate, becomes the address of each such corporation’s registered office in this state. The Secretary of State shall then issue his or her certificate that the successor registered agent has become the registered agent of the corporations so ratifying and approving the change, and setting out the names of such corporations.Added by Laws 1986, c. 292, § 25, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, § 6, eff. Nov. 1, 2004.
18 OK Stat § 18-1026 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-1026. Resignation of registered agent not coupled with appointment of successor; absence of registered agent.

|RESIGNATION OF REGISTERED AGENT NOT COUPLED |WITH APPOINTMENT OF SUCCESSOR; ABSENCE OF REGISTERED AGENTA. The registered agent of one or more corporations may resign without appointing a successor by filing in the name of each affected corporation a certificate of resignation with the Secretary of State; but a resignation shall not become effective until thirty (30) days after each certificate is filed. The certificate shall:1. Be acknowledged by the registered agent;2. Contain a statement that written notice of resignation was given to the corporation at least thirty (30) days prior to the filing of the certificate by mailing or delivering the notice to the corporation at its address last known to the registered agent and specify such address therein; and3. Set forth the date the notice was mailed.B. 1. After receipt of the notice of the resignation of its registered agent provided for in subsection A of this section, the corporation for which the registered agent was acting may obtain and designate a new registered agent in the same manner as provided for in Section 1023 of this title for a change of registered agent.2. If a domestic corporation fails to obtain and designate a new registered agent prior to the expiration of the period of thirty (30) days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall be deemed to be the registered agent of such corporation until a new registered agent is designated. The Office of the Secretary of State shall charge the fee prescribed by Section 1142 of this title for acting as registered agent.C. After the resignation of a registered agent has become effective, if no new registered agent has been obtained and designated in the time and manner required, service of legal process against the corporation for which the resigned registered agent had been acting shall be upon the Secretary of State as provided in Section 2004 of Title 12 of the Oklahoma Statutes.Added by Laws 1986, c. 292, § 26, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 6, eff. Nov. 1, 1988; Laws 1991, c. 331, § 55, eff. Sept. 1, 1991; Laws 1998, c. 422, § 3, eff. Nov. 1, 1998.