reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1605. Effect of conversion.

EFFECT OF CONVERSION.
(a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law as it applies to the converted entity.
(b) When a conversion takes effect under this article:
(1) All property owned by the converting entity remains vested in the converted entity;
(2) All debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;
(3) An action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;
(4) Except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;
(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) Except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting limited cooperative association for purposes of Article 12 of the Uniform Limited Cooperative Association Act of 2009.
(c) A converted entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited cooperative association if, before the conversion, the converting limited cooperative association was subject to suit in this state on the obligation. A converted entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as under subsections (c) and (d) of Section 20 of this act.
Added by Laws 2009, c. 68, § 138, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1606. Merger.

MERGER.
(a) One or more limited cooperative associations may merge with one or more other entities pursuant to this article and a plan of merger if:
(1) The governing statute of each of the other entities authorizes the merger;
(2) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) Each of the other entities complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1) The name and form of each constituent entity;
(2) The name and form of the surviving entity and, if the surviving entity is to be created by the merger, a statement to that effect;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration;
(4) If the surviving entity is to be created by the merger, the surviving entity’s organizational documents;
(5) If the surviving entity is not to be created by the merger, any amendments to be made by the merger to the surviving entity’s organizational documents; and
(6) If a member of a constituent limited cooperative association will have personal liability with respect to a surviving entity, the identity of the member by descriptive class or other reasonable manner.
Added by Laws 2009, c. 68, § 139, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1607. Notice and action on plan of merger by constituent limited cooperative association.

NOTICE AND ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED COOPERATIVE ASSOCIATION.
(a) For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater percentage if required by the association’s organic rules.
(b) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than ninety (90) days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
(1) The plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
(2) A recommendation that the members approve the plan of merger, 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;
(3) A statement of any condition of the board’s submission of the plan of merger to the members; and
(4) Notice of the meeting at which the plan of merger 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, § 140, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1608. Approval or abandonment of merger by members.

APPROVAL OR ABANDONMENT OF MERGER BY MEMBERS.
(a) Subject to subsections (b) and (c) of this section, a plan of merger must be approved by:
(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under subsection (b) of Section 140 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 provide 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) The vote required to approve a plan of merger may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(d) Consent in a record to a plan of merger by a member must be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to Section 142 of this act if as a result of the merger the member will have:
(1) Personal liability for an obligation of the association; or
(2) An obligation or liability for an additional contribution.
(e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(f) The voting requirements for districts, classes, or voting groups under Section 36 of this act apply to approval of a merger under this article.
Added by Laws 2009, c. 68, § 141, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1609. Filings required for merger - Effective date.

FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.
(a) After each constituent entity has approved a merger, articles of merger must be signed on behalf of each constituent entity by an authorized representative.
(b) The articles of merger must include:
(1) The name and form of each constituent entity and the jurisdiction of its governing statute;
(2) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created by the merger, a statement to that effect;
(3) The date the merger is effective under the governing statute of the surviving entity;
(4) If the surviving entity is to be created by the merger and:
(A)
will be a limited cooperative association, the limited cooperative association’s articles of organization; or
(B)
will be an entity other than a limited cooperative association, the organizational document that creates the entity;
(5) If the surviving entity is not created by the merger, any amendments provided for in the plan of merger to the organizational document that created the entity;
(6) A statement as to each constituent entity that the merger was approved as required by the entity’s governing statute;
(7) If the surviving entity is a foreign organization 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 the purposes of Section 20 of this act; and
(8) Any additional information required by the governing statute of any constituent entity.
(c) Each limited cooperative association that is a party to a merger shall deliver the articles of merger to the Secretary of State for filing.
(d) A merger becomes effective under this article:
(1) If the surviving entity is a limited cooperative association, upon the later of:
(A)
compliance with subsection (c) of this section; or
(B)
subject to subsection (c) of Section 23 of this act, as specified in the articles of merger; or
(2) If the surviving entity is not a limited cooperative association, as provided by the governing statute of the surviving entity.
Added by Laws 2009, c. 68, § 142, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1610. Effect of merger.

EFFECT OF MERGER.
(a) When a merger becomes effective:
(1) The surviving entity continues or comes into existence;
(2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity;
(3) All property owned by each constituent entity that ceases to exist vests in the surviving entity;
(4) All debts, liabilities, and other obligations of each constituent entity that ceases to exist continue as obligations of the surviving entity;
(5) An action or proceeding pending by or against any constituent entity that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by law other than the Uniform Limited Cooperative Association Act of 2009, all rights, privileges, immunities, powers, and purposes of each constituent entity that ceases to exist vest in the surviving entity;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan take effect;
(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger does not dissolve the association for purposes of Article 12 of this act;
(9) If the surviving entity is created by the merger and:
(A)
is a limited cooperative association, the articles of organization become effective; or
(B)
is an entity other than a limited cooperative association, the organizational document that creates the entity becomes effective; and
(10) If the surviving entity is not created by the merger, any amendments made by the articles of merger for the organizational documents of the surviving entity become effective.
(b) A surviving entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the constituent entity if, before the merger, the constituent entity was subject to suit in this state on the obligation. A surviving entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in subsections (c) and (d) of Section 20 of this act.
Added by Laws 2009, c. 68, § 143, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1611. Consolidation.

CONSOLIDATION.
(a) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this article.
(b) All provisions governing mergers or using the term merger in this act apply equally to mergers that the constituent entities choose to call consolidations under subsection (a) of this section.
Added by Laws 2009, c. 68, § 144, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1701. Uniformity of application and construction.

UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing the Uniform Limited Cooperative Association Act of 2009, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Added by Laws 2009, c. 68, § 146, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1702. Relation to Electronic Signatures in Global and National Commerce Act.

RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Uniform Limited Cooperative Association Act of 2009 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C., Section 7001(c) or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C., Section 7003(b).
Added by Laws 2009, c. 68, § 147, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1704. Act deemed amendment of Constitution.

ACT DEEMED AMENDMENT OF CONSTITUTION. It is the intent of the Legislature that the Uniform Limited Cooperative Association Act of 2009 be an amendment to, and alteration of, Sections 18 through 34, inclusive, of Article IX of the Constitution of the State of Oklahoma, as authorized by Section 35 of Article IX of the Constitution of the State of Oklahoma.
Added by Laws 2009, c. 68, § 149, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-471. Venue of actions.

Any foreign corporation, doing business in the State of Oklahoma, and any person now or hereafter having any cause of action against such corporation, arising on contract, tort, or otherwise, may file suit in any county in the State of Oklahoma where the plaintiff resides or where said corporation has its principal place of business, or has property, or in any county where said corporation has an agent appointed upon whom service of summons or other process may be had.
Laws 1910-11, c. 26, p. 46, § 1.
2023 Oklahoma Statutes › Title 18. Corporations › §18-481. Corporation surety authorized.

Whenever any recognizance, stipulation, bond, or undertaking conditioned for the faithful performance of any duty or for the doing or refraining from doing anything in such recognizances, stipulation, bond or undertaking specified, is by law of the State of Oklahoma required or permitted to be given with one surety, or with two or more sureties, the execution of the same or the guaranteeing of the performance of the conditions thereof shall be sufficient when executed or guaranteed solely by a corporation incorporated under the laws of the United States, or of any state, having power to guarantee the fidelity of persons holding positions of public or private trust, and to execute and guarantee bonds and undertakings in judicial proceedings: Provided, that such recognizance, stipulation, bond or undertaking be approved by the head of department, court, judge, officer, board or body executive, legislative or judicial, required to approve or execute the same.
R.L.1910, § 1344.
2023 Oklahoma Statutes › Title 18. Corporations › §18-482. Permission to do business - Statements - Deposit.

Every company, before transacting any business in the State of Oklahoma, under Section 481 et seq. of this title, shall deposit with the Insurance Commissioner of the state a copy of its charter or articles of incorporation and a statement signed and sworn to by its president and secretary, showing the assets and liabilities. If said Insurance Commissioner shall be satisfied that such company has authority under its charter to do the business provided for in this article, and that it has a paid-up capital of not less than Five Hundred Thousand Dollars ($500,000.00) in cash or its equivalent, and is able tokeep and perform its contracts and has a good reputation for the prompt and equitable settlement and adjustment of liabilities accruing upon its undertakings, he shall grant authority in writing to such company to do business in this state, but before granting such authority the said corporations shall also be required to comply with the requirements of Section 613 of Title 36 of the Oklahoma Statutes, relating to insurers issuing policies of surety insurance. Provided however, the deposit requirements of subsection A of Section 613 of Title 36 of the Oklahoma Statutes shall not apply to companies that solely write bonds that cover grain warehouse storage.
Amended by Laws 1986, c. 129, § 1, emerg. eff. April 14, 1986; Laws 1988, c. 291, § 1, eff. Nov. 1, 1988.
2023 Oklahoma Statutes › Title 18. Corporations › §18-483. Surety contracts, liberal construction of.

The rule of the common law requiring a strict construction of the obligations of a surety shall have no application to the obligations of a surety or guarantor or indemnitor for hire, but all such obligations shall be liberally construed in accordance with the rules of the general law applicable to policies of insurance.
R.L.1910, § 1346.
2023 Oklahoma Statutes › Title 18. Corporations › §18-484. Quarterly reports - Revocation of authority - Inquiry into solvency - Additional security.

Every such corporation shall, in the months of January, April, July and October of each year, file with the Insurance Commissioner of the state a statement signed and sworn to by its president and secretary, showing its assets and liabilities as required by Section 1345. And the Insurance Commissioner shall have the power, and it shall be his duty, to revoke the authority of any such company to transact any business under this article whenever, in his judgment, said company is not solvent, or is conducting its business in violation of this article. He may institute inquiry, at any time, into the solvency of such company, and may require that additional security be given, at any time, upon any obligation to the state when he deems such company no longer sufficient security.
R.L.1910, § 1347.
2023 Oklahoma Statutes › Title 18. Corporations › §18-485. Actions - Venue - Bond considered made where.

Any surety company doing business under the provisions of this article, may be sued in respect thereof, in any court of the United States or the State of Oklahoma, which has jurisdiction of actions on suits upon such recognizances, stipulations, bond, or undertaking, was made or guaranteed. And for the purpose of this article, such recognizance, stipulation, bond, or undertaking, shall be treated as made or guaranteed in the county in which the office is located, to which it is returnable, or in which it is filed, or in the county in which the principal of such recognizance, stipulation, bond or undertaking, resided when it was made or guaranteed.
R.L.1910, § 1348.
2023 Oklahoma Statutes › Title 18. Corporations › §18-486. Failure to pay judgment.

If any such company shall neglect or refuse to pay any final judgment or decree rendered against it, upon any such recognizance, stipulation, bond, or undertaking made or guaranteed by it under the provisions of this article, from which no appeal, writ of error or supersedeas has been taken for sixty (60) days after the rendition of such judgment or decree, it shall forfeit all right to do business under this act.
R.L.1910, § 1349.
2023 Oklahoma Statutes › Title 18. Corporations › §18-487. Estopped to deny liability.

Any company which shall execute or guarantee any recognizance, stipulation, bond, or undertaking under the provisions of this article, shall be estopped in any such proceeding to deny the liability which it shall have assumed to incur, or to deny its corporate power to execute or guarantee any such instrument, or assume such liability.
R.L.1910, § 1350.
2023 Oklahoma Statutes › Title 18. Corporations › §18-488. Penalty for failure to comply.

Any company doing business under the provisions of this article, which shall fail to comply with any of its provisions, shall forfeit to the State of Oklahoma for every such failure not less than Five Hundred Dollars ($500.00) nor more than Five Thousand Dollars ($5,000.00) to be recovered by suit in the name of the State of Oklahoma, in the same court in which suit may be brought against such company under the provisions of this article, and such failure shall not affect the validity of any contract entered into by such company.
R.L.1910, § 1351.
2023 Oklahoma Statutes › Title 18. Corporations › §18-489. Fiduciaries - Cost of bond as lawful expense - Amount of bond.

That any receiver, assignee, guardian, trustee, executor, administrator or other fiduciary, required by law or the order of any court or judge, to give a bond or other obligations as such, may include as a part of the lawful expense of executing his trust, such reasonable sum paid a company authorized under the laws of this state so to do, for becoming his surety on such bond as may be allowed by the court in which or a judge before whom, he is required to account, and when any such bond is signed by a surety company as surety, the penalty must not be in excess of the value of the personal property and the probable value of the annual rents, profits and issues of real property, which are likely to come into the hands of such receiver, assignee, guardian, trustee, executor, administrator or other fiduciary. But when real estate is to be sold an additional bond shall be required in amount equal to the probable value of such real estate.
R.L.1910, § 1352; Laws 1913, c. 86, p. 139, § 1.
2023 Oklahoma Statutes › Title 18. Corporations › §18-490. Cancellation of bond - Grounds - Notice.

Where any surety company bond is required to be executed by any county, district, or state officer or his deputy or by any county employee who has in his custody any money or property belonging to the county for the purposes of his employment, whether said bond is required by law or by the board of county commissioners or by the principal officer, such surety or sureties may, if they deem themselves unsafe or insecure, upon thirty (30) days written notice given to the Secretary of State as to state and district officers and as to county officers the board of county commissioners, withdraw and cancel their obligations as surety or sureties on said bond; provided that such cancellation shall not relieve the surety company from any liability previously incurred, and said pro rata share of the unearned premium shall be returned.
Laws 1957, p. 450, § 1.
2023 Oklahoma Statutes › Title 18. Corporations › §18-491. Agreement between principal and surety for deposit of monies and assets.

It shall be lawful for any party of whom a bond, undertaking or other obligation is required, to agree with his surety or sureties for the deposit of any or all monies and assets for which he and his surety or sureties are or may be held responsible, with a bank, savings bank, safe-deposit or trust company, authorized by law to do business as such, or with other depository approved by a court or a judge thereof, if such deposit is otherwise proper, for the safekeeping thereof, and in such manner as to prevent the withdrawal of such money or assets or any part thereof, without the written consent of such surety or sureties, or an order of court, or a judge thereof made on such notice to such surety or sureties as such court or judge may direct; provided, however, that such agreement shall not in any manner release from or change the liability of the principal or sureties as established by the terms of the said bond.
Laws 1959, p. 81, § 1.
2023 Oklahoma Statutes › Title 18. Corporations › §18-543. Right to hold real property limited.

All corporations organized for religious, charitable, educational or scientific purposes may hold all the property of the association owned prior to incorporation, as well as that acquired thereafter in any manner and transact all business relative thereto; but no such corporation shall own or hold more real property than may be reasonably necessary for the business and objects of the said association.
Amended by Laws 1986, c. 292, § 146, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-549. Charitable and educational corporations may engage in business.

Any corporation heretofore or hereafter organized under the laws of the State of Oklahoma for charitable or educational purposes may maintain and carry on any and all kinds of business enterprises that an individual or corporation may lawfully carry on under the laws of the State of Oklahoma as auxiliary enterprises and may do so either directly or through any other corporation or corporations, a majority of whose stock it lawfully owns, in order that additional funds may be obtained with which to carry out only the charitable or educational purposes of such corporation.
Amended by Laws 1983, c. 100, § 8, emerg. eff. May 9, 1983.
2023 Oklahoma Statutes › Title 18. Corporations › §18-550. Power to borrow money and incur indebtedness - Mortgage or pledge of property - Liability of property to taxation.

Any such charitable or educational corporation may borrow money and incur debts either for its principal purposes, or for the furtherance of any or all its business enterprises or both. In case money is borrowed to aid any corporation, a majority of whose stock is lawfully owned by such charitable or educational corporation, it may loan or advance the same to such controlled corporation on such terms as may seem advisable to its trustees. Any such charitable or educational corporation so borrowing money to aid any other corporation as aforesaid, may evidence its indebtedness by notes or bonds and secure their payment by mortgaging and pledging all or any part of its property, real, personal and mixed, except the real estate, buildings and personal property consisting of household goods, farm implements and domestic animals used for the ordinary conduct and operation of the institution of such corporations, which last-named property shall never be liable, or in any manner taken for indebtedness, charge or lien of any nature whatsoever contracted by such corporation, to aid another corporation as aforesaid, provided that if any charitable or educational corporation shall maintain or carry on any auxiliary business under the terms of Section 549 of this title, either directly or through any other corporation or corporations, such fact shall be held to be an agreement on its part and on the part of such other corporation or corporations that all property owned by, devoted to, or used in such auxiliary business hereunder, shall be subject to taxation for all purposes in the same manner as taxable property generally and that such property shall not be exempt from taxation by reason of the fact that the revenues or profits or a portion thereof, are used or intended to be used as additional funds for carrying out the charitable or educational purposes of such corporation or for reinvestment by or in behalf of such charitable or educational corporation; and it is hereby declared that no such property shall be exempt from taxation; and provided, further, that the real estate, buildings, and personal property consisting of household goods, farming implements and domestic animals necessary for the ordinary conduct and operation of such charitable or educational corporations, shall be exempt from taxation.
Amended by Laws 1983, c. 100, § 9, emerg. eff. May 9, 1983.
2023 Oklahoma Statutes › Title 18. Corporations › §18-552.1a. Oklahoma Solicitation of Charitable Contributions Act.

The Oklahoma Solicitation of Charitable Contributions Act is enacted for the purpose of promoting integrity and accountability in the charitable solicitation process; protecting donors and prospective donors who may be solicited for charitable contributions; educating the public, charitable organizations, professional fundraisers, and others in matters relating to ethical and appropriate behavior in fundraising and charitable solicitation activities; preventing fraud and abuse in the fundraising process of charitable organizations and in the solicitation of charitable contributions; and providing transparency to the public in fundraising and charitable solicitation activities of charitable organizations.
Added by Laws 2010, c. 460, § 1, eff. July 1, 2011.
2023 Oklahoma Statutes › Title 18. Corporations › §18-552.4. Persons and organizations exempt.

Except as otherwise specifically provided in the Oklahoma Solicitation of Charitable Contributions Act, the provisions of Sections 552.3 of this title shall not apply to the following persons:
1. Organizations incorporated for religious purposes and actually engaged in bona fide religious programs, and other organizations directly operated, supervised, or controlled by a religious organization;
2. Educational institutions that have a faculty, regularly enrolled students and offer courses of study leading to the granting of recognized degrees when solicitations of contributions are primarily confined to its student body and their families, alumni, faculty and trustees and any 501(c)(3) organization authorized by and having an established identity with such institutions;
3. Fraternal organizations, when soliciting from their own members, and patriotic and civic organizations, when solicitation of contributions is confined to the membership of said organizations, and the solicitation is managed by their own membership without paid solicitors; and
4. Persons soliciting contributions for a named individual person, when such individual person is specified by name at the time of solicitation, the purpose for such contribution is clearly stated, and if the gross contributions collected, without any deductions whatsoever for the benefit of the solicitor or any other person, be deposited directly to an account in the name of the beneficiary established for that purpose at a licensed local bank, and if such contributions are used for the direct benefit of the named individual person as beneficiary.
Added by Laws 1959, p. 89, § 4, emerg. eff. May 8, 1959. Amended by Laws 1974, c. 70, § 1; Laws 1980, c. 364, § 2, eff. Oct. 1, 1980; Laws 2010, c. 460, § 4, eff. July 1, 2011.