reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-808. Suspension of director by board.

SUSPENSION OF DIRECTOR BY BOARD.
(a) A board of directors may suspend a director if, considering the director’s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:
(1) Fraudulent conduct with respect to the association or its members;
(2) Gross abuse of the position of director;
(3) Intentional or reckless infliction of harm on the association; or
(4) Any other behavior, act, or omission as provided by the organic rules.
(b) A suspension under subsection (a) of this section is effective for thirty (30) days unless the board of directors calls and gives notice of a special meeting of members for removal of the director before the end of the thirty-day period in which case the suspension is effective until adjournment of the meeting or the director is removed.
Added by Laws 2009, c. 68, § 73, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-809. Vacancy on board.

VACANCY ON BOARD.
(a) Unless the organic rules otherwise provide, a vacancy on the board of directors must be filled:
(1) Within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and
(2) For the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.
(b) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:
(1) The new director must be of that class or district; and
(2) The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy.
(c) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
Added by Laws 2009, c. 68, § 74, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-810. Remuneration of directors.

REMUNERATION OF DIRECTORS. Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under subsection (a) of Section 82 of this act.
Added by Laws 2009, c. 68, § 75, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-811. Meetings.

MEETINGS.
(a) A board of directors shall meet at least annually and may hold meetings inside or outside this state.
(b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.
Added by Laws 2009, c. 68, § 76, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-812. Action without meeting.

ACTION WITHOUT MEETING.
(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.
(b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.
(c) A record of consent for any action under subsection (a) of this section may specify the effective date or time of the action.
Added by Laws 2009, c. 68, § 77, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-813. Meetings and notice.

MEETINGS AND NOTICE.
(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.
(b) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors must be given to all directors at least three (3) days before the meeting, the notice must contain a statement of the purpose of the meeting, and the meeting is limited to the matters contained in the statement.
Added by Laws 2009, c. 68, § 78, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-814. Waiver of notice of meeting.

WAIVER OF NOTICE OF MEETING.
(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(b) Unless the organic rules otherwise provide, a director’s participation in a meeting is a waiver of notice of that meeting unless:
(1) The director objects to the meeting at the beginning of the meeting or promptly upon the director’s arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or
(2) The director promptly objects upon the introduction of any matter for which notice under Section 78 of this act has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.
Added by Laws 2009, c. 68, § 79, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-815. Quorum.

QUORUM.
(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors.
(b) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.
(c) A director present at a meeting but objecting to notice under paragraph (1) or (2) of subsection (b) of Section 79 of this act does not count toward a quorum.
Added by Laws 2009, c. 68, § 80, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-816. Voting.

VOTING.
(a) Each director shall have one vote for purposes of decisions made by the board of directors.
(b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.
Added by Laws 2009, c. 68, § 81, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-817. Committees.

COMMITTEES.
(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.
(c) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.
(d) Unless the organic rules otherwise provide, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not:
(1) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;
(2) Approve or propose to members action requiring approval of members; or
(3) Fill vacancies on the board of directors or any of its committees.
Added by Laws 2009, c. 68, § 82, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-818. Standards of conduct and liability.

STANDARDS OF CONDUCT AND LIABILITY. Except as otherwise provided in Section 85 of this act:
(1) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the Oklahoma General Corporation Act; and
(2) The liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the Oklahoma General Corporation Act.
Added by Laws 2009, c. 68, § 83, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-819. Conflict of interest.

CONFLICT OF INTEREST.
(a) The law applicable to conflicts of interest between a director of an entity organized under the Oklahoma General Corporation Act governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.
(b) A director does not have a conflict of interest under the Uniform Limited Cooperative Association Act of 2009 or the organic rules solely because the director’s conduct relating to the duties of the director may further the director’s own interest.
Added by Laws 2009, c. 68, § 84, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-820. Other considerations of directors.

OTHER CONSIDERATIONS OF DIRECTORS. Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long- and short-term interest of the association and its patron members, may consider:
(1) The interest of employees, customers, and suppliers of the association;
(2) The interest of the community in which the association operates; and
(3) Other cooperative principles and values that may be applied in the context of the decision.
Added by Laws 2009, c. 68, § 85, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-821. Right of director or committee member to information.

RIGHT OF DIRECTOR OR COMMITTEE MEMBER TO INFORMATION. A director or a member of a committee appointed under Section 82 of this act may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director’s duties as director or the committee member’s duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the association.
Added by Laws 2009, c. 68, § 86, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-822. Appointment and authority of officers.

APPOINTMENT AND AUTHORITY OF OFFICERS.
(a) A limited cooperative association has the officers:
(1) Provided in the organic rules; or
(2) Established by the board of directors in a manner not inconsistent with the organic rules.
(b) The organic rules may designate or, if the rules do not designate, the board of directors shall designate, one of the association’s officers for preparing all records required by Section 14 of this act and for the authentication of records.
(c) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.
(d) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors not in a manner inconsistent with the organic rules.
(e) The election or appointment of an officer of a limited cooperative association does not of itself create a contract between the association and the officer.
(f) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.
Added by Laws 2009, c. 68, § 87, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-823. Resignation and removal of officers.

RESIGNATION AND REMOVAL OF OFFICERS.
(a) The board of directors may remove an officer at any time with or without cause.
(b) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective when the notice is given.
Added by Laws 2009, c. 68, § 88, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-901. Indemnification.

INDEMNIFICATION.
(a) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by the Oklahoma General Corporation Act.
(b) A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by the Oklahoma General Corporation Act.
Added by Laws 2009, c. 68, § 89, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1001. Members’ contributions.

MEMBERS’ CONTRIBUTIONS. The organic rules must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.
Added by Laws 2009, c. 68, § 90, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1002. Contribution and valuation.

CONTRIBUTION AND VALUATION.
(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.
(b) The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association’s records.
(c) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member’s contributions received or to be received and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member’s contribution obligation has been met.
Added by Laws 2009, c. 68, § 91, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1003. Contribution agreements.

CONTRIBUTION AGREEMENTS.
(a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association:
(1) The agreement is irrevocable for six (6) months after the agreement is signed by the person unless all parties to the agreement consent to the revocation.
(2) If a person does not make a required contribution:
(A)
the person is obligated, at the option of the association, once formed, to contribute money equal to the value of that part of the contribution that has not been made, and the obligation may be enforced as a debt to the association; or
(B)
the association, once formed, may rescind the agreement if the debt remains unpaid more than twenty (20) days after the association demands payment from the person, and upon rescission the person has no further rights or obligations with respect to the association.
(b) Unless the organic rules or an agreement to make a contribution to a limited cooperative association otherwise provides, if a person does not make a required contribution to an association, the person or the person’s estate is obligated, at the option of the association, to contribute money equal to the value of the part of the contribution which has not been made.
Added by Laws 2009, c. 68, § 92, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1004. Allocations of profits and losses.

ALLOCATIONS OF PROFITS AND LOSSES.
(a) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as profits.
(b) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members.
(c) If a limited cooperative association has investor members, the organic rules may not reduce the allocation to patron members to less than fifty percent (50%) of profits. For purposes of this subsection, the following rules apply:
(1) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members.
(2) Amounts paid, due, or allocated to investor members as a stated fixed return on equity are not considered amounts allocated to investor members.
(d) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (a), (b) and (c) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:
(1) An unallocated capital reserve; and
(2) Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.
(e) Subject to subsections (b) and (f) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (d) of this section:
(1) To patron members in the ratio of each member’s patronage to the total patronage of all patron members during the period for which allocations are to be made; and
(2) To investor members, if any, in the ratio of each investor member’s contributions to the total contributions of all investor members.
(f) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members’ contributions, or other equitable methods.
Added by Laws 2009, c. 68, § 93, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1005. Distributions.

DISTRIBUTIONS.
(a) Unless the organic rules otherwise provide and subject to Section 96 of this act, the board of directors may authorize, and the limited cooperative association may make, distributions to members.
(b) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association’s own or other securities.
Added by Laws 2009, c. 68, § 94, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1006. Redemption or repurchase.

REDEMPTION OR REPURCHASE. Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of Section 96 of this act.
Added by Laws 2009, c. 68, § 95, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1007. Limitations on distributions.

LIMITATIONS ON DISTRIBUTIONS.
(a) A limited cooperative association may not make a distribution if, after the distribution:
(1) The association would not be able to pay its debts as they become due in the ordinary course of the association’s activities; or
(2) The association’s assets would be less than the sum of its total liabilities.
(b) A limited cooperative association may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(c) Except as otherwise provided in subsection (d) of this section, the effect of a distribution allowed under subsection (b) of this section is measured:
(1) In the case of distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the date money or other property is transferred or debt is incurred by the association; and
(2) In all other cases, as of the date:
(A)
the distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or
(B)
the payment is made, if payment occurs more than one hundred twenty (120) days after the distribution is authorized.
(d) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
(e) For purposes of this section, “distribution” does not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide retirement or other benefits program.
Added by Laws 2009, c. 68, § 96, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1008. Liability for improper distributions - Limitation of action.

LIABILITY FOR IMPROPER DISTRIBUTIONS; LIMITATION OF ACTION.
(a) A director who consents to a distribution that violates Section 96 of this act is personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the director failed to comply with Section 83 or 84 of this act.
(b) A member or transferee of financial rights which received a distribution knowing that the distribution was made in violation of Section 96 of this act is personally liable to the limited cooperative association to the extent the distribution exceeded the amount that could have been properly paid.
(c) A director against whom an action is commenced under subsection (a) may:
(1) Implead in the action any other director who is liable under subsection (a) of this section and compel contribution from the person; and
(2) Implead in the action any person that is liable under subsection (b) of this section and compel contribution from the person in the amount the person received as described in subsection (b) of this section.
(d) An action under this section is barred if it is commenced later than two (2) years after the distribution.
Added by Laws 2009, c. 68, § 97, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1009. Relation to state securities law.

RELATION TO STATE SECURITIES LAW. Patron members’ interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under Section 437.27 of Title 18 of the Oklahoma Statutes.
Added by Laws 2009, c. 68, § 98, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1102. Effect of dissociation as member.

EFFECT OF DISSOCIATION AS MEMBER.
(a) Upon a member’s dissociation:
(1) Subject to Section 101 of this act, the person has no further rights as a member; and
(2) Subject to Section 101 of this act and Article 16 of the Uniform Limited Cooperative Association Act of 2009, any financial rights owned by the person in the person’s capacity as a member immediately before dissociation are owned by the person as a transferee.
(b) A person’s dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to the limited cooperative association which the person incurred under the organic rules, by contract, or by other means while a member.
Added by Laws 2009, c. 68, § 100, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1103. Power of estate of member.

POWER OF ESTATE OF MEMBER. Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member’s personal representative or other legal representative may exercise the rights of a transferee of the member’s financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under Section 44 of this act.
Added by Laws 2009, c. 68, § 101, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1202. Nonjudicial dissolution.

NONJUDICIAL DISSOLUTION. Except as otherwise provided in Sections 104 and 112 of this act, a limited cooperative association is dissolved and its activities must be wound up:
(1) Upon the occurrence of an event or at a time specified in the articles of organization;
(2) Upon the action of the association’s organizers, board of directors, or members under Section 105 or 106 of this act; or
(3) Ninety (90) days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:
(A)
has a sole member that is a cooperative; or
(B)
not later than the end of the ninety-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member.
Added by Laws 2009, c. 68, § 103, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1203. Judicial dissolution.

JUDICIAL DISSOLUTION. The district court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable:
(1) In a proceeding initiated by the Attorney General, if:
(A)
the association obtained its articles of organization through fraud; or
(B)
the association has continued to exceed or abuse the authority conferred upon it by law; or
(2) In a proceeding initiated by a member, if:
(A)
the directors are deadlocked in the management of the association’s affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;
(B)
the directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(C)
the members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or
(D)
the assets of the association are being misapplied or wasted.
Added by Laws 2009, c. 68, § 104, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1204. Voluntary dissolution before commencement of activity.

VOLUNTARY DISSOLUTION BEFORE COMMENCEMENT OF ACTIVITY. A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.
Added by Laws 2009, c. 68, § 105, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1205. Voluntary dissolution by the board and members.

VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS.
(a) Except as otherwise provided in Section 105 of this act, for a limited cooperative association to voluntarily dissolve:
(1) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;
(2) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety (90) days after adoption of the resolution; and
(3) The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with Section 47 of this act:
(A)
the resolution required by paragraph (1) of this subsection;
(B)
a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and
(C)
notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.
(b) Subject to subsection (c) of this section, a resolution to dissolve 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 subsection (a) of this section; 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.
(c) The organic rules may require that the percentage of votes under paragraph (1) of subsection (b) of this section is:
(1) A different percentage that is not less than a majority of members voting at the meeting; or
(2) Measured against the voting power of all members; or
(3) A combination of paragraphs (1) and (2) of this subsection.
Added by Laws 2009, c. 68, § 106, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1206. Winding up.

WINDING UP.
(a) A limited cooperative association continues after dissolution only for purposes of winding up its activities.
(b) In winding up a limited cooperative association’s activities, the board of directors shall cause the association to:
(1) Discharge its liabilities, settle and close its activities, and marshal and distribute its assets;
(2) Preserve the association or its property as a going concern for no more than a reasonable time;
(3) Prosecute and defend actions and proceedings;
(4) Transfer association property; and
(5) Perform other necessary acts.
(c) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the district court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association’s activities, if:
(1) After a reasonable time, the association has not wound up its activities; or
(2) The applicant establishes other good cause.
(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the Secretary of State for filing an amendment to the articles of organization to reflect the appointment.
Added by Laws 2009, c. 68, § 107, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1207. Distribution of assets in winding up limited cooperative association.

DISTRIBUTION OF ASSETS IN WINDING UP LIMITED COOPERATIVE ASSOCIATION.
(a) In winding up a limited cooperative association’s business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.
(b) Unless the organic rules otherwise provide, in this subsection “financial interests” means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the association of any remaining assets in the proportion of the member’s financial interests to the total financial interests of the members after all other obligations are satisfied.
Added by Laws 2009, c. 68, § 108, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1208. Known claims against dissolved limited cooperative association.

KNOWN CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.
(a) Subject to subsection (d) of this section, a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section.
(b) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The notice must:
(1) Specify that a claim be in a record;
(2) Specify the information required to be included in the claim;
(3) Provide an address to which the claim must be sent;
(4) State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and
(5) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited cooperative association is barred if the requirements of subsection (b) of this section are met, and:
(1) The association is not notified of the claimant’s claim, in a record, by the deadline specified in the notice under paragraph (4) of subsection (b) of this section;
(2) In the case of a claim that is timely received but rejected by the association, the claimant does not commence an action to enforce the claim against the association within ninety (90) days after receipt of the notice of the rejection; or
(3) If a claim is timely received but is neither accepted nor rejected by the association within one hundred twenty (120) days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the association:
(A)
after the one-hundred-twenty-day period; and
(B)
not later than ninety (90) days after the one-hundred-twenty-day period.
(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on that date.
Added by Laws 2009, c. 68, § 109, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1209. Other claims against dissolved limited cooperative association.

OTHER CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.
(a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.
(b) A notice under subsection (a) of this section must:
(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited cooperative association’s principal office is located or, if the association does not have a principal office in this state, in the county in which the association’s designated office is or was last located;
(2) Describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and
(3) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice.
(c) If a dissolved limited cooperative association publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim not later than three (3) years after the first publication date of the notice:
(1) A claimant that is entitled to but did not receive notice in a record under Section 109 of this act; and
(2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) Against a dissolved limited cooperative association, to the extent of its undistributed assets; or
(2) If the association’s assets have been distributed in connection with winding up the association’s activities, against a member or holder of financial rights to the extent of that person’s proportionate share of the claim or the association’s assets distributed to the person in connection with the winding up, whichever is less. The person’s total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the association.
Added by Laws 2009, c. 68, § 110, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1210. Court proceeding.

COURT PROCEEDING.
(a) Upon application by a dissolved limited cooperative association that has published a notice under Section 110 of this act, the district court in 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, may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution.
(b) Not later than ten (10) days after filing an application under subsection (a) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim.
(c) The court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorney and expert witness fees.
(d) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the court satisfies the association’s obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a member that received a distribution.
Added by Laws 2009, c. 68, § 111, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1211. Administrative dissolution.

ADMINISTRATIVE DISSOLUTION.
(a) The Secretary of State may dissolve a limited cooperative association administratively if the association 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 other law; or
(2) Deliver not later than sixty (60) days after the due date its annual report to the Secretary of State.
(b) If the Secretary of State determines that a ground exists for dissolving a limited cooperative association administratively, the Secretary of State shall file a record of the determination and serve the association with a copy of the record.
(c) If, not later than sixty (60) days after service of a copy of the Secretary of State’s determination under subsection (b) of this section, the association does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each uncorrected ground determined by the Secretary of State does not exist, the Secretary of State shall dissolve the association administratively by preparing and filing a declaration of dissolution which states the grounds for dissolution. The Secretary of State shall serve the association with a copy of the declaration.
(d) A limited cooperative association that has been dissolved administratively continues its existence only for purposes of winding up its activities.
(e) The administrative dissolution of a limited cooperative association does not terminate the authority of its agent for service of process.
Added by Laws 2009, c. 68, § 112, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1212. Reinstatement following administrative dissolution.

REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION.
(a) A limited cooperative association that has been dissolved administratively may apply to the Secretary of State for reinstatement not later than two (2) years after the effective date of dissolution. The application must be delivered to the Secretary of State for filing and state:
(1) The name of the association and the effective date of its administrative dissolution;
(2) That the grounds for dissolution either did not exist or have been eliminated; and
(3) That the association’s name satisfies the requirements of Section 11 of this act.
(b) If the Secretary of State determines that an application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall:
(1) Prepare a declaration of reinstatement;
(2) File the original of the declaration; and
(3) Serve a copy of the declaration on the association.
(c) When reinstatement under this section becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited cooperative association may resume or continue its activities as if the administrative dissolution had not occurred.
Added by Laws 2009, c. 68, § 113, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1213. Denial of reinstatement - Appeal.

DENIAL OF REINSTATEMENT; APPEAL.
(a) If the Secretary of State denies a limited cooperative association’s application for reinstatement following administrative dissolution, the Secretary of State shall prepare and file a notice that explains the reason for denial and serve the association with a copy of the notice.
(b) Not later than thirty (30) days after service of a notice of denial of reinstatement by the Secretary of State, a limited cooperative association may appeal the denial by petitioning the district court to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State’s declaration of dissolution, the association’s application for reinstatement, and the Secretary of State’s notice of denial.
(c) The court may summarily order the Secretary of State to reinstate the dissolved cooperative association or may take other action the court considers appropriate.
Added by Laws 2009, c. 68, § 114, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1214. Statement of dissolution.

STATEMENT OF DISSOLUTION.
(a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Secretary of State for filing a statement of dissolution that states:
(1) The name of the association;
(2) The date the association dissolved or will dissolve; and
(3) Any other information the association considers relevant.
(b) A person has notice of a limited cooperative association’s dissolution on the later of:
(1) Ninety (90) days after a statement of dissolution is filed; or
(2) The effective date stated in the statement of dissolution.
Added by Laws 2009, c. 68, § 115, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1215. Statement of termination.

STATEMENT OF TERMINATION.
(a) A dissolved limited cooperative association that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:
(1) The name of the association;
(2) The date of filing of its initial articles of organization; and
(3) That the association is terminated.
(b) The filing of a statement of termination does not itself terminate the limited cooperative association.
Added by Laws 2009, c. 68, § 116, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1301. Derivative action.

DERIVATIVE ACTION. A member may maintain a derivative action to enforce a right of a limited cooperative association if:
(1) The member demands that the association bring an action to enforce the right; and
(2) Any of the following occur:
(A)
the association does not, within ninety (90) days after the member makes the demand, agree to bring the action;
(B)
the association notifies the member that it has rejected the demand;
(C)
irreparable harm to the association would result by waiting ninety (90) days after the member makes the demand; or
(D)
the association agrees to bring an action demanded and fails to bring the action within a reasonable time.
Added by Laws 2009, c. 68, § 117, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1302. Proper plaintiff.

PROPER PLAINTIFF.
(a) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that:
(1) Is a member or a dissociated member at the time the action is commenced and:
(A)
was a member when the conduct giving rise to the action occurred; or
(B)
whose status as a member devolved upon the person by operation of law or the organic rules from a person that was a member at the time of the conduct; and
(2) Adequately represents the interests of the association.
(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member who meets the requirements of subsection (a) of this section to be substituted as plaintiff.
Added by Laws 2009, c. 68, § 118, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1303. Pleading.

PLEADING. In a derivative action to enforce a right of a limited cooperative association, the complaint must state:
(1) The date and content of the plaintiff’s demand under paragraph (1) of Section 117 of this act and the association’s response;
(2) If ninety (90) days have not expired since the demand, how irreparable harm to the association would result by waiting for the expiration of ninety (90) days; and
(3) If the association agreed to bring an action demanded, that the action has not been brought within a reasonable time.
Added by Laws 2009, c. 68, § 119, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1305. Proceeds and expenses.

PROCEEDS AND EXPENSES.
(a) Except as otherwise provided in subsection (b) of this section:
(1) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintiff; and
(2) If the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the association.
(b) If a derivative action to enforce a right of a limited cooperative association is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the association.
Added by Laws 2009, c. 68, § 121, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-441-1401. Governing law.

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