reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.10. Meetings of members.

A. An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided in the bylaws.
B. Special meetings of the members may be called by the president, by the board of trustees, by any three trustees, or by not less than two hundred members or ten percent (10%) of all members, whichever shall be the lesser.
C. Except as otherwise provided in this act, written or printed notice stating the time and place of each meeting of the members and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten (10) days nor more than twenty-five (25) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage prepaid, addressed to the member at his address as it appears on the records of the cooperative.
D. Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative having not more than five hundred members, shall be ten percent (10%) of all members, present in person, and of a cooperative having more than five hundred members, shall be fifty members or two percent (2%) of all members, whichever is greater, present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
E. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. Voting shall be in person, but, if the bylaws so provide, may also be by mail.
Laws 1953, p. 486, § 10; Laws 1991, c. 135, § 6, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.11. Waiver of notice of meeting.

Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to object to the transaction of any business because the meeting has not been legally called or convened.
Laws 1953, p. 487, § 11.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.12. Board of trustees.

A. The business of a cooperative shall be managed by a board of not less than five (5) trustees, each of whom shall be a member of the cooperative. The bylaws shall prescribe the number of trustees, their qualifications, other than those prescribed in this act, the manner of holding meetings of the board of trustees and of electing successors to trustees who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of trustees from office and for the election of their successors. Trustees shall not receive any salaries for their services as trustees and, except in emergencies, shall not receive any salaries for their services in any other capacity without the approval of the members. The cooperative may provide liability, accident, life and health insurance coverage for trustees choosing to have that coverage. The bylaws may also prescribe a fixed fee for attendance at each meeting of the board of trustees and may provide for reimbursement of actual expenses of attendance.
B. The trustees of a cooperative named in any articles of incorporation, consolidation, merger, conversion, or combined consolidation and conversion shall hold office until the next annual meeting of the members and until their successors are elected and qualify. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees to hold office until the next annual meeting of the members, except as otherwise provided in this act or the bylaws. Each trustee shall hold office for the term for which he is elected and until his successor is elected and qualifies. Vacancies shall be filled in accordance with provisions of the bylaws.
C. The bylaws may provide that:
1. In lieu of electing the whole number of trustees annually, the trustees shall be divided into three classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the trustees of the first class to expire at the next succeeding annual meeting, the term of the second class to expire at the second succeeding annual meeting, and the term of the third class to expire at the third succeeding annual meeting; and
2. At each annual meeting or at district meetings, after such classification, a number of trustees equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual or district meeting.
D. A majority of the board of trustees, as determined by the bylaws, shall constitute a quorum.
E. The board of trustees may exercise all of the powers of a cooperative conferred upon the members by this act, or its articles of incorporation or bylaws.
Laws 1953, p. 487, § 12; Laws 1961, p. 202, § 1; Laws 1991, c. 135, § 7, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.13. Division of territory into districts.

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for the nomination and election of trustees and the election and functioning of district delegates. Such delegates, who shall be members, may nominate and elect trustees. The bylaws shall prescribe the boundaries of the districts, or the manner of establishing such boundaries, and the manner of changing such boundaries, and the manner in which such districts shall function. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail.
Laws 1953, p. 488, § 13.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.14. Officers.

The officers of a cooperative shall consist of a president, vice president, secretary and treasurer, who shall be elected annually by and from the board of trustees. When a person holding any such office ceases to be a trustee he shall cease to hold such office. The offices of secretary and of treasurer may be held by the same person. The board of trustees may also elect or appoint such other officers, agents, or employees as it deems necessary or advisable and shall prescribe their powers and duties. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws.
Laws 1953, p. 488, § 14.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.15. Amendment of articles of incorporation.

A cooperative may amend its articles of incorporation by complying with the following requirements, provided, however, that a change of location of principal office may be effected in the manner set forth in Section 16 of this act: The proposed amendment shall be presented to a meeting of the members, the notice of which shall set forth or have attached thereto the proposed amendment. If the proposed amendment, with any changes, is approved by the affirmative vote of not less than two thirds of those members voting thereon at such meeting, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite that they are executed pursuant to this act and shall state: (1) the name of the cooperative; (2) the address of its principal office; and (3) the amendment to its articles of incorporation. The president or vice president executing such articles of amendment shall make and annex thereto an affidavit stating that the provisions of this section in respect of the amendment set forth in such articles were duly complied with.
Laws 1953, p. 488, § 15.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.16. Change of location of principal office.

A cooperative may, upon authorization of its board of trustees or its members, change the location of its principal office in this state by filing a certificate reciting such change of principal office, executed and acknowledged by its president or vice president under its seal attested by its Secretary, in the office of the Secretary of State.
Laws 1953, p. 488, § 16.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.17. Consolidation of cooperatives.

Any two or more cooperatives (each of which is hereinafter designated a "consolidating cooperative"), may consolidate into a new cooperative (hereinafter designated the "new cooperative"), by complying with the following requirements:
(a) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached thereto a copy of the proposed articles of consolidation;
(b) If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of not less than two thirds of those members of each consolidating cooperative voting thereon at each such meeting, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The articles of consolidation shall recite that they are executed pursuant to this act and shall state: (1) the name of each consolidating cooperative and the address of its principal office; (2) the name of the new cooperative and the address of its principal office; (3) a statement that each consolidating cooperative agrees to the consolidation; (4) the names and addresses of the trustees of the new cooperative; (5) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner in which members and shareholders, if any, of the consolidating cooperatives may or shall become members and shareholders, respectively, of the new cooperative; (6) the purpose for which the cooperative is formed; (7) the period of existence of the new cooperative, and may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the new cooperative. The president or vice president of each consolidating cooperative executing such articles of consolidation shall make and annex thereto an affidavit stating that the provisions of this section in respect of such articles were duly complied with by such cooperative.
Laws 1953, p. 488, § 17.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.18. Merger of cooperatives.

Any one or more cooperatives (each of which is hereinafter designated a "merging cooperative") may merge into another cooperative (hereinafter designated the "surviving cooperative"), by complying with the following requirements:
(a) The proposition for the merger of the merging cooperative into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the members of each merging cooperative and of the surviving cooperative, the notice of which shall have attached thereto a copy of the proposed articles of merger;
(b) If the proposed merger and the proposed articles of merger, with any amendments, are approved by the affirmative vote of not less than two thirds of those members of each cooperative voting thereon at each such meeting, articles of merger in the form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The articles of merger shall recite that they are executed pursuant to this act and shall state: (1) the name of each merging cooperative and the address of its principal office; (2) the name of the surviving cooperative and the address of its principal office; (3) a statement that each merging cooperative and the surviving cooperative agree to the merger; (4) the names and addresses of the trustees of the surviving cooperative; and (5) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner in which members and shareholders, if any, of the merging cooperatives may or shall become members and shareholders, respectively, of the surviving cooperative; (6) the period of existence of the new cooperative; and (7) the purpose for which the cooperative is formed; and may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the surviving cooperative. The president or vice president of each cooperative executing such articles of merger shall make and annex thereto an affidavit stating that the provisions of this section in respect of such articles were duly complied with by such cooperative.
Laws 1953, p. 489, § 18.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.19. Effect of consolidation or merger.

(a) In the case of a consolidation the existence of the consolidating cooperative shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger the separate existence of the merging cooperatives shall cease and the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger;
(b) All the rights, privileges, immunities and franchises and all property, real and personal, including without limitation applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be deemed to be transferred to and vested in the new or surviving cooperative without further act or deed;
(c) The new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new or surviving cooperative may be substituted in its place; and
(d) Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger.
Laws 1953, p. 489, § 19.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.22. Presentation and filing of papers with Secretary of State.

Articles of incorporation, amendment, consolidation, merger, conversion, combined consolidation and conversion, or dissolution, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this act, shall be presented to the Secretary of State for filing in the records of his office. If the Secretary of State shall find that the articles presented conform to the requirements of this act, he shall, upon the payment of the fees as in this act provided, file such articles in the records of his office and upon such filing the incorporation, amendment, consolidation, merger, conversion, combined consolidation and conversion, or dissolution provided for therein shall be in effect. The provisions of this section shall also apply to certificates of election to dissolve and affidavits executed in connection therewith pursuant to subsection (b) of Section 21 of this act.
Laws 1953, p. 492, § 22.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.23. Operation for mutual benefit - Disposition of receipts and revenues.

A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a cooperative or its contracts with members and patrons shall contain such provisions relative to the disposition of revenues and receipts as may be necessary and appropriate to establish and maintain its nonprofit and cooperative character. In the case of a cooperative authorized to issue shares of stock, such bylaws or contracts shall provide that no monies shall be paid or credits given on the basis of patronage except after the declaration or payment of dividends on the outstanding shares of stock in accordance with the articles of incorporation of the cooperative, and such bylaws or contracts shall otherwise be consistent with the cooperative's obligations in respect of such shares of stock.
Laws 1953, p. 492, § 23.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.24. Mortgages, deeds of trust or pledges - Sale, lease, etc.

A. The board of trustees of a cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues therefrom, all upon such terms and conditions as the board of trustees shall determine, to secure any indebtedness of the cooperative to United States of America or any agency or instrumentality thereof or to any corporation or financial institution permitted to assist in the credit and financial needs of rural telephone cooperative corporations.
B. A cooperative may not otherwise sell, mortgage, lease or otherwise dispose of or encumber all or a substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized by the affirmative vote of not less than two thirds (2/3) of all the members of the cooperative; provided, however, that notwithstanding any other provision of Section 438.1 et seq. of this title, or any other provision of law, the board of trustees may, upon the authorization of a majority of those members of the cooperative present at a meeting of the members thereof, the notice of which shall have set forth the proposed action, sell, lease or otherwise dispose of all or a substantial portion of its property to another cooperative pursuant to this act or to the holder or holders of any notes, bonds or other evidences of indebtedness to United States of America or any agency or instrumentality thereof or to any corporation or financial institution permitted to assist in the credit and financial needs of rural telephone cooperative corporations.
Amended by Laws 1987, c. 57, § 1, emerg. eff. April 30, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.26. Recording instruments - Lien.

Any mortgage, deed of trust or other instrument executed by a cooperative or foreign corporation doing business in this state pursuant to this act, which affects real and personal property and which is recorded in the real property records in any county in which such property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded, filed or indexed as provided by law in the proper office in such county as a mortgage of personal property. The lien upon real or personal property of any such mortgage, deed of trust or other instrument shall, after recordation thereof, continue in existence and of record for the period of time specified therein without the refiling thereof of the filing or any renewal certificate, affidavit, or other supplemental information required by the laws relating to the renewal, maintenance or extension of liens upon real or personal property.
Laws 1953, p. 493, § 26; Laws 1991, c. 135, § 10, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.27. Safety standards.

Construction of communication lines and facilities by a cooperative shall, as a minimum requirement, comply with the standards of the National Electrical Safety Code in effect at the time of such construction, and shall be in such manner and according to such specifications as will avoid interference with or hazards to existing communication lines, facilities or systems.
Laws 1953, p. 493, § 27; Laws 1991, c. 135, § 11, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.28. Acknowledgment of instruments.

No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, trustee, member, or shareholder of such cooperative.
Laws 1953, p. 493, § 28.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.29. Foreign nonprofit or cooperative corporation - Extensions of lines into state.

Any foreign nonprofit or cooperative corporation furnishing or authorized to furnish communication services and owning or operating communication lines or facilities in an adjacent state may construct or acquire extensions of such lines in this state and operate such extensions by complying with the statutes of this state pertaining to the qualifications of foreign corporations for the doing of business in this state. Thereafter, such corporation shall have all the rights, powers, privileges and immunities of a cooperative organized under this act.
Laws 1953, p. 493, § 29; Laws 1991, c. 135, § 12, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.30. Connections with other lines.

Any cooperative or foreign corporation doing business in this state pursuant to this act (such cooperative or corporation being designated in this section as "applicant") shall have the right to require any person furnishing telephone service to the public in this state (such person being designated in this section as "company") to interconnect the company's lines, facilities or systems with, or otherwise make available such lines, facilities or systems to the applicant's telephone lines, facilities or systems, in order to provide a continuous line of communication for the applicant's subscribers. In the event the connecting company and the applicant shall be unable to agree upon the terms and conditions of such interconnection, including compensation therefor, within thirty (30) days after request by the applicant, the Corporation Commission shall by order direct that such interconnection be made and shall prescribe the terms and conditions thereof, which shall be reasonable and nondiscriminatory. Nothing in this section shall be deemed to subject a cooperative to the jurisdiction of the Corporation Commission except and only to the extent required to carry out the provisions hereof.
Laws 1953, p. 493, § 30.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.31. Rates.

The Corporation Commission shall have the power and authority to prescribe and enforce rates for regulated communication services under this act as may be found to be reasonable and just after due notice and hearing, provided that said commission shall make final determination of rates within ninety (90) days after the request has been received by the Commission. In the event that said Commission fails to act within the period prescribed above, the rate requested by the applicant in said application shall immediately become effective. From any action of the Commission prescribing rates and charges under this act, any party aggrieved may appeal to the Supreme Court in the manner now provided by law for appealing cases from the Corporation Commission to the Supreme Court. Nothing in this section shall be deemed to subject a cooperative to the jurisdiction of the Corporation Commission except and only to the extent required to carry out the provisions thereof.
Laws 1953, p. 494, § 31; Laws 1991, c. 135, § 13, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.32. Approval of Corporation Commission - Orders - Certificate not required.

A. Subject to paragraph 4 of Section 438.4 of this title, any cooperative may furnish communication services in any territory not already being furnished communication services by a telephone company or another cooperative without approval of the Corporation Commission of this state.
B. In any matter before the Corporation Commission, to which any cooperative is a party, the Commission shall issue its order determining such matter within ninety (90) days after the application therein has been filed.
C. Under this act, no certificate of convenience and necessity, as provided in Sections 131 through 133 of Title 17 of the Oklahoma Statutes inclusive, shall be required by the Corporation Commission for a cooperative organized hereunder.
Laws 1953, p. 494, § 32; Laws 1991, c. 135, § 14, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.33. Cooperatives, nonprofit and mutual corporations and associations subject to act - Corrected articles of incorporation.

A. Existing domestic and domesticated cooperatives, nonprofit and mutual corporations and associations formed to engage in or engaging in the business, undertaking or activity described in or contemplated hereby, shall be deemed, ipso facto, to come under the provisions of this act as of the date this act becomes effective and all provisions hereof shall thereafter fully apply thereto and every such corporation and association shall have the same rights, privileges, powers and immunities as it would possess if respectively created or domesticated hereunder and shall be subject to the same obligations, duties and jurisdictions as cooperatives organized under this act.
B. In the event any cooperative has filed defective articles of incorporation or has failed to do all things necessary to perfect its corporate organization, it may, nevertheless, file corrected articles of incorporation or amend the original articles and do and perform all acts and things necessary in the premises for the correction of such defects.
Laws 1953, p. 494, § 33; Laws 1991, c. 135, § 15, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.35. Act deemed amendment of Constitution.

It is hereby expressly declared by the Legislature that this entire act is an amendment to, and alteration of, Section 18 through Section 34 inclusive of Article IX of the Constitution of the State of Oklahoma, as authorized by Section 35 of Article IX of said Constitution.
Added by Laws 1991, c. 135, § 16, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-439.2. Filing articles of conversion with Secretary of State - Issuance of certificate of conversion.

Articles of conversion, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this act, shall be presented to the Secretary of State for filing in the records of his office. If the Secretary of State shall find that the articles conform to the requirements of this act, he shall, upon the payment of the fees specified by him file the articles so presented in the records of his office and shall issue over the Great Seal of the State an appropriate certificate of conversion, and thereupon the conversion provided for therein shall be in effect.
Added by Laws 1983, c. 15, § 3, emerg. eff. March 25, 1983.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-103. Limited cooperative association subject to amendment or repeal of the Uniform Limited Cooperative Association Act of 2009.

LIMITED COOPERATIVE ASSOCIATION SUBJECT TO AMENDMENT OR REPEAL OF THE UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT OF 2009. A limited cooperative association governed by the Uniform Limited Cooperative Association Act of 2009 is subject to any amendment or repeal of the Uniform Limited Cooperative Association Act of 2009.
Added by Laws 2009, c. 68, § 3, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-104. Nature of limited cooperative association.

NATURE OF LIMITED COOPERATIVE ASSOCIATION.
(a) A limited cooperative association organized under the Uniform Limited Cooperative Association Act of 2009 is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:
(1) Ownership, financing, and receipt of benefits by the members for whose interests the association is formed; and
(2) Separate investments in the association by members who may receive returns on their investments and a share of control.
(b) The fact that a limited cooperative association does not have one or more of the characteristics described in subsection (a) of this section does not alone prevent the association from being formed under and governed by the Uniform Limited Cooperative Association Act of 2009 nor does it alone provide a basis for an action against the association.
Added by Laws 2009, c. 68, § 4, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-105. Purpose and duration of limited cooperative association.

PURPOSE AND DURATION OF LIMITED COOPERATIVE ASSOCIATION.
(a) A limited cooperative association is an entity distinct from its members.
(b) A limited cooperative association may be organized for any lawful purpose, whether or not for profit except for supplying electric energy or natural gas in rural areas. A cooperative organized for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas must be organized under the Rural Electric Cooperative Act.
(c) Unless the articles of organization state a term for a limited cooperative association’s existence, the association has perpetual duration.
Added by Laws 2009, c. 68, § 5, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-106. Powers.

POWERS. A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An association may maintain an action against a member for harm caused to the association by the member’s violation of a duty to the association or of the organic law or organic rules.
Added by Laws 2009, c. 68, § 6, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-107. Governing law.

GOVERNING LAW. The law of this state governs:
(1) The internal affairs of a limited cooperative association; and
(2) The liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.
Added by Laws 2009, c. 68, § 7, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-108. Supplemental principles of law.

SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of the Uniform Limited Cooperative Association Act of 2009, the principles of law and equity supplement the Uniform Limited Cooperative Association Act of 2009.
Added by Laws 2009, c. 68, § 8, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-109. Requirements of other laws.

REQUIREMENTS OF OTHER LAWS.
(a) The Uniform Limited Cooperative Association Act of 2009 does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or its members.
(b) A limited cooperative association may not conduct an activity that, under law of this state other than the Uniform Limited Cooperative Association Act of 2009, may be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the association conform to those requirements.
Added by Laws 2009, c. 68, § 9, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-110. Relation to restraint of trade and antitrust laws.

RELATION TO RESTRAINT OF TRADE AND ANTITRUST LAWS. To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of Title 79 of the Oklahoma Statutes, the association and its activities are entitled to the exemption or immunity. This section does not create any new exemption or immunity for an association or affect any exemption or immunity provided to a cooperative organized under any other law.
Added by Laws 2009, c. 68, § 9, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-111. Name.

NAME.
(a) Use of the term “cooperative” or its abbreviation under the Uniform Limited Cooperative Association Act of 2009 is not a violation of the provisions restricting the use of the term under Section 435 of Title 18 of the Oklahoma Statutes.
(b) The name of a limited cooperative association must contain the words “limited cooperative association” or “limited cooperative” or the abbreviation “L.C.A.” or “LCA”. “Limited” may be abbreviated as “Ltd.”. “Cooperative” may be abbreviated as “Co-op” or “Coop”. “Association” may be abbreviated as “Assoc.” or “Assn.” A limited cooperative association or a member may enforce the restrictions on the use of the term “cooperative” under the Uniform Limited Cooperative Association Act of 2009 and Section 435 of Title 18 of the Oklahoma Statutes.
(c) Except as otherwise provided in subsection (d) of this section, a limited cooperative association may use only a name that is available. A name is available if it is distinguishable in the records of the Secretary of State from:
(1) The name of any entity organized or authorized to transact business in this state;
(2) A name reserved under Section 12 of this act; and
(3) An alternative name approved for a foreign cooperative authorized to transact business in this state.
(d) A limited cooperative association may apply to the Secretary of State for authorization to use a name that is not available. The Secretary of State shall authorize use of the name if:
(1) The person with ownership rights to use the name consents in a record to the use and applies in a form satisfactory to the Secretary of State to change the name used or reserved to a name that is distinguishable upon the records of the Secretary of State from the name applied for; or
(2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court establishing the applicant’s right to use the name in this state.
Added by Laws 2009, c. 68, § 11, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-112. Reservation of name.

RESERVATION OF NAME.
(a) A person may reserve the exclusive use of the name of a limited cooperative association, including a fictitious name for a foreign cooperative whose name is not available under Section 11 of this act, by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the name applied for is available under Section 11 of this act, the Secretary of State shall reserve the name for the applicant’s exclusive use for a nonrenewable period of one hundred twenty (120) days.
(b) A person that has reserved a name for a limited cooperative association may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer which states the name, street address, and, if different, the mailing address of the transferee. If the person is an organizer of the association and the name of the association is the same as the reserved name, the delivery of articles of organization for filing by the Secretary of State is a transfer by the person to the association.
Added by Laws 2009, c. 68, § 12, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-114. Required information.

REQUIRED INFORMATION.
(a) Subject to subsection (b) of this section, a limited cooperative association shall maintain in a record available at its principal office:
(1) A list containing the name, last-known street address and, if different, mailing address, and term of office of each director and officer;
(2) The initial articles of organization and all amendments to and restatements of the articles, together with a signed copy of any power of attorney under which any article, amendment, or restatement has been signed;
(3) The initial bylaws and all amendments to and restatements of the bylaws;
(4) All filed articles of merger and statements of conversion;
(5) All financial statements of the association for the six (6) most recent years;
(6) The six most recent annual reports delivered by the association to the Secretary of State;
(7) The minutes of members meetings for the six (6) most recent years;
(8) Evidence of all actions taken by members without a meeting for the six (6) most recent years;
(9) A list containing:
(A)
the name, in alphabetical order, and last-known street address and, if different, mailing address of each patron member and each investor member; and
(B)
if the association has districts or classes of members, information from which each current member in a district or class may be identified;
(10) The federal income tax returns, any state and local income tax returns, and any tax reports of the association for the six (6) most recent years;
(11) Accounting records maintained by the association in the ordinary course of its operations for the six (6) most recent years;
(12) The minutes of directors meetings for the six (6) most recent years;
(13) Evidence of all actions taken by directors without a meeting for the six (6) most recent years;
(14) The amount of money contributed and agreed to be contributed by each member;
(15) A description and statement of the agreed value of contributions other than money made and agreed to be made by each member;
(16) The times at which, or events on the happening of which, any additional contribution is to be made by each member;
(17) For each member, a description and statement of the member’s interest or information from which the description and statement can be derived; and
(18) All communications concerning the association made in a record to all members, or to all members in a district or class, for the six (6) most recent years.
(b) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (a) of this section, the period records must be kept is the period of the association’s existence.
(c) The organic rules may require that more information be maintained.
Added by Laws 2009, c. 68, § 14, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-115. Business transactions of member with limited cooperative association.

BUSINESS TRANSACTIONS OF MEMBER WITH LIMITED COOPERATIVE ASSOCIATION. Subject to Sections 83 and 84 of this act and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is not a member.
Added by Laws 2009, c. 68, § 15, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-116. Dual capacity.

DUAL CAPACITY. A person may have a patron member’s interest and an investor member’s interest. When such person acts as a patron member, the person is subject to the Uniform Limited Cooperative Association Act of 2009 and the organic rules governing patron members. When such person acts as an investor member, the person is subject to the Uniform Limited Cooperative Association Act of 2009 and the organic rules governing investor members.
Added by Laws 2009, c. 68, § 16, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-117. Designated office and agent for service of process.

DESIGNATED OFFICE AND AGENT FOR SERVICE OF PROCESS.
(a) A limited cooperative association, or a foreign cooperative that has a certificate of authority under Section 125 of this act, shall designate and continuously maintain in this state:
(1) An office, as its designated office, which need not be a place of the association’s or foreign cooperative’s activity in this state; and
(2) An agent for service of process at the designated office.
(b) An agent for service of process of a limited cooperative association or foreign cooperative must be an individual who is a resident of this state or an entity that is authorized to do business in this state.
Added by Laws 2009, c. 68, § 17, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-118. Change of designated office or agent for service of process.

CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.
(a) Except as otherwise provided in subsection (e) of Section 27 of this act, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a limited cooperative association must deliver to the Secretary of State for filing a statement of change containing:
(1) The name of the limited cooperative association;
(2) The street address and, if different, mailing address of its designated office;
(3) If the designated office is to be changed, the street address and, if different, mailing address of the new designated office;
(4) The name of its agent for service of process; and
(5) If the agent for service of process is to be changed, the name of the new agent.
(b) Except as otherwise provided in subsection (e) of Section 27 of this act, to change its agent for service of process, the address of its designated office, or the street address or, if different, mailing address of its principal office, a foreign cooperative shall deliver to the Secretary of State for filing a statement of change containing:
(1) The name of the foreign cooperative;
(2) The name, street address and, if different, mailing address of its designated office;
(3) If the current agent for service of process or an address of the designated office is to be changed, the new information;
(4) The street address and, if different, mailing address of its principal office; and
(5) If the street address or, if different, the mailing address of its principal office is to be changed, the street address and, if different, the mailing address of the new principal office.
(c) Except as otherwise provided in Section 24 of this act, a statement of change is effective when filed by the Secretary of State.
Added by Laws 2009, c. 68, § 18, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-119. Resignation of agent for service of process.

RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
(a) To resign as an agent for service of process of a limited cooperative association or foreign cooperative, the agent must deliver to the Secretary of State for filing a statement of resignation containing the name of the agent and the name of the association or foreign cooperative.
(b) After receiving a statement of resignation under subsection (a) of this section, the Secretary of State shall file it and mail or otherwise provide or deliver a copy to the limited cooperative association or foreign cooperative at its principal office.
(c) An agency for service of process of a limited cooperative association or foreign cooperative terminates on the earlier of:
(1) The thirty-first day after the Secretary of State files a statement of resignation under subsection (b) of this section; or
(2) When a record designating a new agent for service of process is delivered to the Secretary of State for filing on behalf of the association or foreign cooperative and becomes effective.
Added by Laws 2009, c. 68, § 19, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-120. Service of process.

SERVICE OF PROCESS.
(a) An agent for service of process appointed by a limited cooperative association or foreign cooperative is an agent of the association or foreign cooperative for service of process, notice, or a demand required or permitted by law to be served upon the association or foreign cooperative.
(b) If a limited cooperative association or foreign cooperative does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the address of the designated office on file with the Secretary of State, the Secretary of State is an agent of the association or foreign cooperative upon which process, notice, or a demand may be served.
(c) Service of process, notice, or a demand on the Secretary of State as agent of a limited cooperative association or foreign cooperative may be made by delivering to the Secretary of State two copies of the process, notice, or demand. The Secretary of State shall forward one copy by registered or certified mail, return receipt requested, to the association or foreign cooperative at its principal office.
(d) Service is effected under subsection (c) of this section on the earliest of:
(1) The date the limited cooperative association or foreign cooperative receives the process, notice, or demand;
(2) The date shown on the return receipt, if signed on behalf of the association or foreign cooperative; or
(3) Five (5) days after the process, notice, or demand is deposited by the Secretary of State for delivery by the United States Postal Service, if postage is prepaid to the address of the principal office on file with the Secretary of State.
(e) The Secretary of State shall keep a record of each process, notice, and demand served pursuant to this section and record the time of, and the action taken regarding, the service.
(f) This section does not affect the right to serve process, notice, or a demand in any other manner provided by law.
Added by Laws 2009, c. 68, § 20, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-201. Signing of records delivered for filing to Secretary of State.

SIGNING OF RECORDS DELIVERED FOR FILING TO SECRETARY OF STATE.
(a) A record delivered to the Secretary of State for filing pursuant to the Uniform Limited Cooperative Association Act of 2009 must be signed as follows:
(1) The initial articles of organization must be signed by at least one organizer.
(2) A statement of cancellation under subsection (d) of Section 30 of this act must be signed by at least one organizer.
(3) Except as otherwise provided in paragraph (4) of this subsection, a record signed on behalf of an existing limited cooperative association must be signed by an officer.
(4) A record filed on behalf of a dissolved association must be signed by a person winding up activities under Section 107 of this act or a person appointed under Section 107 of this act to wind up those activities.
(5) Any other record must be signed by the person on whose behalf the record is delivered to the Secretary of State.
(b) Any record to be signed under the Uniform Limited Cooperative Association Act of 2009 may be signed by an authorized agent.
Added by Laws 2009, c. 68, § 21, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-202. Signing and filing of records pursuant to judicial order.

SIGNING AND FILING OF RECORDS PURSUANT TO JUDICIAL ORDER.
(a) If a person required by the Uniform Limited Cooperative Association Act of 2009 to sign or deliver a record to the Secretary of State for filing does not do so, the district court of the county where the association’s principal office is located, or if the association does not have a principal office in this state, where its designated office in this state is located, upon petition of an aggrieved person, may order:
(1) The person to sign the record and deliver it to the Secretary of State for filing; or
(2) Delivery of the unsigned record to the Secretary of State for filing.
(b) An aggrieved person under subsection (a) of this section, other than the limited cooperative association or foreign cooperative to which the record pertains, shall make the association or foreign cooperative a party to the action brought to obtain the order.
(c) An unsigned record filed pursuant to this section is effective.
Added by Laws 2009, c. 68, § 22, eff. Jan. 1, 2010.