reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-818. Certificates.

The regulating boards of the respective professions described in Section 803 of this title are hereby authorized and directed to issue the certificates required by Section 804 of this title upon receipt of an affidavit or other instrument reciting the names and addresses of the prospective owners and managers. The regulating boards may charge and collect a reasonable fee for such issuance. The fee shall be deposited and expended as provided by law for other fees collected by each respective regulating board.
Added by Laws 1961, p. 207, § 18, emerg. eff. July 26, 1961. Amended by Laws 1988, c. 323, § 3, eff. Nov. 1, 1988; Laws 1995, c. 339, § 13, eff. Nov. 1, 1995.
2023 Oklahoma Statutes › Title 18. Corporations › §18-819. Inapplicability of conflicting laws and rules.

All laws and rules and parts of laws and rules in conflict with any of the provisions of the Professional Entity Act or otherwise restricting the forms of organization available to persons providing professional services shall be inapplicable to professional entities formed under the Professional Entity Act; provided, however, that nothing in the Professional Entity Act shall be construed to supersede the provisions of 59 O.S. 1951, Sections 581 through 592, both inclusive, Sections 601 through 606, both inclusive, Sections 858-700 through 858-732, both inclusive, or Sections 941 through 947, of Title 59 of the Oklahoma Statutes, both inclusive, as amended. In the event of the conflict of any of the provisions of the Professional Entity Act with any of the above cited sections, then cited sections shall take precedence over the Professional Entity Act and the Professional Entity Act shall be construed accordingly.
Added by Laws 1961, p. 207, § 20, emerg. eff. July 26, 1961. Amended by Laws 1995, c. 339, § 14, eff. Nov. 1, 1995; Laws 2019, c. 222, § 2, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-863. Nonprofit corporations for creating rural water and sewer districts - Exemption from taxation and assessments.

A corporation organized not for profit pursuant to the provisions of the Oklahoma General Corporation Act for the purpose of developing and providing rural water supply and sewage disposal facilities to serve rural residents shall be exempt from all excise taxes of whatsoever nature, and shall be exempt from payment of assessments in any general or special taxing district levied upon the property of said corporation, whether real, personal or mixed; such exemption shall include, but not be limited to, franchise taxes, assessments or fees levied by any county or municipality for inspections of the facilities of the corporation which were not requested by the corporation. Said corporations shall have the right of eminent domain in the same manner and according to the procedures provided for in Sections 51 through 65 of Title 66 of the Oklahoma Statutes, provided, that the use of said eminent domain provisions shall be restricted to the purpose of developing and providing rural gas distribution, water supply and sewage disposal facilities. Provided, however, no personal or real property, easement or right-of-way of any utility may be acquired by eminent domain.
Added by Laws 1970, c. 328, § 1, emerg. eff. April 28, 1970. Amended by Laws 1986, c. 53, § 1, eff. Nov. 1, 1986; Laws 1986, c. 292, § 153, eff. Nov. 1, 1986; Laws 1987, c. 124, § 1; Laws 1998, c. 283, § 1, emerg. eff. May 27, 1998.
2023 Oklahoma Statutes › Title 18. Corporations › §18-865. Liability of directors - Findings of Legislature.

The Legislature finds that nonprofit corporations serve important functions in providing services and assistance to persons in the state and that in order for these nonprofit corporations to function effectively, persons serving on the board of directors should not be subject to vicarious liability for the negligence of corporate employees or other directors. The Legislature finds that potential exposure to vicarious liability has a detrimental effect on the participation of persons as directors of nonprofit corporations and that providing immunity to directors of such corporations for certain types of liability will promote the general health, safety and welfare of citizens in the state.
Added by Laws 1986, c. 195, § 1, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-866. Immunity of directors - Scope and extent.

A. Except as otherwise provided by this section, no member of the board of directors of a nonprofit corporation that holds a valid exemption from federal income taxation issued pursuant to Section 501(a) of the Internal Revenue Code (26 U.S.C. Section 501(a)) or Section 528 of the Internal Revenue Code (26 U.S.C. Section 528) and is listed as an exempt organization in Section 501(c) of the Internal Revenue Code (26 U.S.C. Section 501(c)) or files as such pursuant to Section 528 of the Internal Revenue Code shall be held personally liable for damages resulting from:
1. any negligent act or omission of an employee of the nonprofit corporation; or
2. any negligent act or omission of another director.
B. The immunity provided by subsection A of this section shall not extend to intentional torts or grossly negligent acts or omissions personal to any director of the nonprofit corporation.
C. If a nonprofit corporation transfers assets to a member of the board of directors of such corporation or to another nonprofit corporation in order to avoid claims against corporate assets resulting from a judgment rendered as a result of a suit to recover damages for the negligence of the corporation, a corporate employee or a director, the director to whom the asset is transferred or any director of the corporation from which assets are transferred to avoid such claims may be held personally liable for any such judgment rendered and the immunity provided by this section shall be of no force or effect.
D. The provisions of this section shall only apply to suits for recovery of damages based upon causes of action that accrue on or after the effective date of this act.
Added by Laws 1986, c. 195, § 2, eff. Nov. 1, 1986. Amended by Laws 1988, c. 125, § 1, emerg. eff. April 8, 1988; Laws 2004, c. 255, § 1, eff. Nov. 1, 2004.
2023 Oklahoma Statutes › Title 18. Corporations › §18-867. Director - Breach of fiduciary duty - Liability.

In addition to the immunity provisions of Section 866 of Title 18 of the Oklahoma Statutes, no member of the board of directors of a nonprofit corporation shall be personally liable to the corporation, or members thereof, for monetary damages for breach of fiduciary duty as a director, provided that such immunity from liability shall not extend to:
1. any breach of the director's duty of loyalty to the corporation; or
2. any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; or
3. any transaction from which the director derived an improper personal benefit.
Added by Laws 1987, c. 166, § 1, eff. Nov. 1, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-868. Nonprofit corporations for benefit of towns, cities and counties - Issuance of indebtedness - Exemption from taxation.

A. A corporation organized not for profit pursuant to the provisions of the Oklahoma General Corporation Act and that holds a valid exemption from federal income taxation issued pursuant to Section 501(a) of the Internal Revenue Code (26 U.S.C. Section 501(a)) and is listed as an exempt organization in Section 501(c) of the Internal Revenue Code (26 U.S.C. Section 501(c)) is hereby authorized to issue indebtedness for the purpose of providing funds for the benefit of and on behalf of Oklahoma educational institutions, towns, cities and counties and their citizens throughout the state and to issue such indebtedness on a tax-exempt or taxable basis, as applicable under the Internal Revenue Code (26 U.S.C. Section 1, et seq.) as amended. Such not for profit corporations shall not be subject to the provisions of Sections 695.7, 695.8 and 695.9 of Title 62 of the Oklahoma Statutes, or similar laws thereto.
B. The interest on any indebtedness or obligations issued by any public trust or other entity authorized to issue obligations on which the interest thereon is exempt from federal income taxation and whose purpose includes providing safe, decent and affordable single family or multifamily housing, shall not be subject to taxation by the State of Oklahoma or by any county, municipality, or political subdivision therein when such indebtedness or obligation is issued to provide decent and affordable single family or multifamily housing.
Added by Laws 1998, c. 283, § 2, emerg. eff. May 27, 1998. Amended by Laws 1998, c. 400, § 6, emerg. eff. June 10, 1998; Laws 2000, c. 351, § 13, eff. July 1, 2001.
2023 Oklahoma Statutes › Title 18. Corporations › §18-902. Definitions.

As used in this act, unless a different meaning is required by the context, the following words and phrases shall have the following meanings:
(1) "Corporation" means the Oklahoma Business Development Corporation created under the provisions of this act.
(2) "Financial institution" means any bank, trust company, savings and loan association, insurance company, or other institution engaged in lending or investing funds.
(3) "Member" means any financial institution which shall undertake to lend money to a corporation created under the provisions of this act.
(4) "Board of directors" means the board of directors of a corporation created under this act.
(5) "Loan limit" for any member means the maximum amount permitted to be outstanding at one time on loans made by such member to a corporation as determined under the provisions of this act.
(6) "Shareholder" means the holder of record of shares in the corporation.
Laws 1970, c. 187, § 2, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-903. Organization - Purpose.

A business development corporation may be incorporated in this state pursuant to the provisions of this act and all the provisions of the Oklahoma General Corporation Act not in conflict with or inconsistent with the provisions of this act shall apply to such corporation except as hereinafter otherwise provided.
Ten or more persons, a majority of whom shall be residents of this state, who desire to create a business development corporation under the provisions of this act, shall by certificate of incorporation filed with the Secretary of State, under their hands and seal, set forth:
(1) The name of the corporation, which shall include the words "Oklahoma Business Development Corporation".
(2) The location of the principal office of the corporation, but such corporation may have offices in such other places within the state as may be fixed by the board of directors.
(3) The purpose for which the corporation is founded, which shall include the following:
The purposes of the corporation shall be to promote, stimulate, develop and advance to business prosperity and economic welfare of the State of Oklahoma and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this state and to improve and assist existing business and industry, and so to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state and provide maximum opportunities for employment; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.
Amended by Laws 1986, c. 292, § 154, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-904. Powers.

To accomplish its purposes, the corporation shall, subject to the restrictions and limitations herein contained, have the following powers:
(1) To elect, appoint, and employ officers, agents and employees and to make contracts and incur liabilities for any of the purposes of the corporation.
(2) To borrow money from its members, any agency or governmental entity of the Federal Government or the State of Oklahoma or any agency or department thereof or any other corporation or person, for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidence of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval.
(3) To make loans to any person, firm, corporation, association or trust, and to establish and regulate the terms and conditions with respect to any such loans, provided however, that the corporation shall not approve any application for a loan unless and until the person applying for said loan shall show that he has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.
(4) To mortgage, hold, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint-stock company, association or trust, and allow the owner or holder thereof to exercise all the rights, powers and privileges of ownership, including the right to vote thereon. In the event of default, the Business Development Corporation must divest itself of the acquired assets within a reasonable period of time.
(5) To cooperate with and avail itself of the facilities of the United States Department of Commerce, the Oklahoma Parks and Industries Board and any other similar state or federal governmental agency; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof.
(6) To do all acts and things necessary or convenient to carry out the powers expressly granted in this act.
Laws 1970, c. 187, § 4, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-905. Limitation on amount of capital stock acquired by member - Minimum capital stock.

(1) Notwithstanding any other provision of law, any person, corporation, public utility, financial institution, or labor union, may acquire, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, notes, debentures, securities, or other evidences of indebtedness, or the shares of capital stock of a corporation created hereunder; provided that the amount of capital stock which may be acquired by any member of such corporation shall not exceed ten percent (10%) of the loan limit of such member.
(2) The capital stock of any such corporation shall be not less than Two Hundred Fifty Thousand Dollars ($250,000.00) to be evidenced by two thousand five hundred (2,500) shares, having a par value of One Hundred Dollars ($100.00) each, at least ten percent (10%) of the capital stock of any such corporation shall be paid into the treasury before it is authorized to transact any business other than such as relates to its organization.
Laws 1970, c. 187, § 5, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-907. Board of directors.

The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three with a minimum of fifteen and a maximum of twenty-one. Two-thirds of the directors shall be elected by the members, and one-third shall be elected by the stockholders. One-third of the original board shall be elected for a term of one (1) year, one-third for a term of two (2) years, and one-third for a term of three (3) years; all directors subsequently elected shall serve for a term of three (3) years. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
Laws 1970, c. 187, § 7, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-908. Voting rights.

Each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held, and each member shall be entitled to one vote, in person or by proxy, for each One Thousand Dollars ($1,000.00) of the outstanding loan limit of each member.
Laws 1970, c. 187, § 8, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-909. Retention of certain earnings.

Each year the corporation shall set apart as earned surplus not less than ten percent (10%) of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus so established shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation.
Laws 1970, c. 187, § 9, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-910. Deposit of funds.

No corporation organized under the provisions of this act shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
Laws 1970, c. 187, § 10, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-911. Amendment of articles of incorporation.

No amendment to the certificate of incorporation shall be made which increases the obligation of a member to make loans to the corporation or which makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan made by a member to the corporation or which affects the right of a member to withdraw from membership or the voting rights of such member, without the consent of each member who would be affected by such amendment.
Amended by Laws 1986, c. 292, § 155, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-912. Audits and reports.

Such corporation shall be subject to an annual examination and audit by one or more certified public accountants to be selected by the board of directors, sufficient to reflect the result of the operations during and the condition of the corporation at the end of the fiscal year. A report of such examination, audit and condition of such corporation shall be made in writing to each of the members and stockholders of such corporation on or before the one hundred twentieth day of each succeeding fiscal year of said corporation.
Laws 1970, c. 187, § 12, emerg. eff. April 13, 1970.
2023 Oklahoma Statutes › Title 18. Corporations › §18-952. Revocation of license - Vacation of franchise - Penalties.

A. Any license issued after June 1, 1971, under the Oklahoma Business Corporation Act to a foreign corporation for the purpose of engaging in farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching shall be revoked within five (5) years of the effective date of this act.
B. The corporate franchise of any existing domestic corporation formed under the Oklahoma Business Corporation Act after June 1, 1971, for the purpose of engaging in farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching shall be vacated within five (5) years of the effective date of this act unless its articles of incorporation comply with Section 951 of this title.
C. The corporate franchise of any domestic corporation governed by the Oklahoma General Corporation Act formed for the purpose of farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching and permitted to engage in such activity under this act shall be vacated promptly in the manner prescribed by Section 104 of this act, if the corporation has persistently violated the provisions of subsection A of Section 951 of this title.
D. The State Board of Agriculture shall initiate and prosecute civil or criminal actions and proceedings when deemed necessary to enforce or carry out any of the provisions of this code.
E. This act shall not require any foreign or domestic corporation to dispose of any property acquired on or before June 1, 1971.
F. Any farming or ranching corporation which violates the provisions of Section 951 of this title shall be fined an amount not to exceed Five Hundred Dollars ($500.00). Any other person, corporation or entity who knowingly violates such section shall be deemed guilty of a misdemeanor.
Amended by Laws 1986, c. 292, § 157, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-953. Actions for divestment of interest in land held by corporation - Exemptions - Dissolution of corporation.

A. No corporation organized for a purpose other than farming or ranching shall own, lease or hold, directly or indirectly, agricultural lands in excess of that amount reasonably necessary to carry out its business purpose.
B. Any resident of the county in which the land is situated, who is of legal age, may initiate an action for the divestment of an interest in land held by a corporation in violation of the provisions of Sections 951 through 954 of this title, in the county in which the land is situated. If such action is successful all costs of the action shall be assessed against the defendant corporation, and a reasonable attorney's fee shall be allowed the plaintiff. Should judgment be rendered for the defendant, such costs and a reasonable attorney's fee for the defendant shall be paid by the plaintiff.
C. In the event an action for the divestment of an interest in land held by a corporation in violation of the provisions of Sections 951 through 954 of this title is successful against said corporation, said corporation shall be required to dispose of said land within such reasonable period of time as may be ordered by the court, subject to the corporation's right of appeal. Except as otherwise provided by Section 954 of this title, the provisions of Sections 951 through 954 of this title shall not apply to corporations engaging in food canning operations, food processing or frozen food processing insofar as such corporations engage in the raising of food products for aforesaid purposes.
D. Upon the petition to a court of competent jurisdiction by shareholders holding twenty-five percent (25%) or more of the shares in a farming or ranching business corporation the court in its discretion, for good cause shown, may order the corporation dissolved and the assets of such corporation divided in kind pro rata to the shareholders or liquidated and the proceeds of such liquidation divided pro rata to the shareholders all according to the procedures specified for the dissolution and liquidation of business corporations under the Oklahoma General Corporation Act.
Laws 1971, c. 310, § 3, emerg. eff. June 24, 1971; Laws 1978, c. 101, § 1, emerg. eff. March 29, 1978; Laws 1986, c. 292, § 158, eff. Nov. 1, 1986; Laws 1994, c. 61, § 1, emerg. eff. April 15, 1994.
2023 Oklahoma Statutes › Title 18. Corporations › §18-954. Exemptions.

The provisions of Section 951 et seq. of this title shall not apply where a corporation, either domestic or foreign:
1. Engages in research and/or feeding arrangements or operations concerned with the feeding of livestock or poultry, but only to the extent of such research and/or feeding arrangements or such livestock or poultry operations;
2. Engages in operations concerned with the production and raising of livestock or poultry for sale or use as breeding stock and including only directly related operations, such as breeding or feeding livestock or poultry which are not selected or sold as breeding stock;
3. Engages in swine operations, including only directly related operations, such as facilities for the production of breeding stock, feed mills, processing facilities, and providing supervisory, technical and other assistance to any other persons performing such services on behalf of the corporation;
4. Engages in poultry operations, including only directly related operations, such as operating hatcheries, facilities for the production of breeding stock, feed mills, processing facilities, and providing supervisory, technical and other assistance to any other persons performing such services on behalf of the corporation to the extent of such operations in this state by the corporation on the effective date of this act;
5. Engages in forestry as defined by Section 1-4 of Title 2 of the Oklahoma Statutes;
6. Whose corporate purpose is charitable or eleemosynary; or
7. Presently engages in fluid milk processing within the State of Oklahoma or leases to a fluid milk processor so engaged; provided, this exception is limited to such dairy operations as are necessary to meet such processor's needs.
Added by Laws 1971, c. 310, § 4, emerg. eff. June 24, 1971. Amended by Laws 1988, c. 323, § 32, eff. Nov. 1, 1988; Laws 1991, c. 38, § 1, emerg. eff. April 3, 1991; Laws 1994, c. 61, § 2, emerg. eff. April 15, 1994; Laws 2002, c. 94, § 1, emerg. eff. April 17, 2002.
2023 Oklahoma Statutes › Title 18. Corporations › §18-954.1. Application of Sections 951 through 956 - Production of nursery stock.

The provisions of Sections 951 through 956 of Title 18 of the Oklahoma Statutes shall not apply if a corporation, partnership, limited liability company, or other legal entity, either domestic or foreign engages in the production of nursery stock, as defined in Section 3-11 of Title 2 of the Oklahoma Statutes.
Added by Laws 2000, c. 196, § 1, eff. Nov. 1, 2000.
2023 Oklahoma Statutes › Title 18. Corporations › §18-956. Action for divestment - Cost - Attorney fees.

A. Any resident of the county in which the land is situated, who is of legal age, may initiate an action in the district court in the county wherein the land is situated for the divestment of an interest in land held in violation of Section 1 of this act. If such action is successful, all costs of the action shall be assessed against the defendant and a reasonable attorney fee shall be allowed the plaintiff, and, should judgment be rendered for the defendant, such costs and a reasonable attorney fee for the defendant shall be paid by the plaintiff.
B. In the event an action for the divestment of an interest in land held in violation of Section 1 of this act is successful, the defendant shall be required to dispose of said land within such reasonable period of time as may be ordered by the court, subject to the right of appeal of said defendant.
Laws 1978, c. 169, § 2, emerg. eff. April 10, 1978.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1001. Short title.

SHORT TITLE
Sections 1001 through 1144 of this title and Sections 18 and 25 through 27 of this act shall be known and may be cited as the "Oklahoma General Corporation Act". Section captions are part of the Oklahoma General Corporation Act.
Added by Laws 1986, c. 292, § 1, eff. Nov. 1, 1986. Amended by Laws 1987, c. 31, § 1, eff. Nov. 1, 1987; Laws 1988, c. 323, § 4, eff. Nov. 1, 1988.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1002. Scope of Act.

SCOPE OF ACT
A. The provisions of the Oklahoma General Corporation Act shall be applicable to every corporation, whether profit or not for profit, stock or nonstock, existing as of the effective date of this act or thereafter formed or qualified to transact business in this state, and to all securities thereof, except to the extent that:
1. any such corporation is expressly excluded from the operation of the Oklahoma General Corporation Act or portions thereof; or
2. special provisions concerning any such corporation conflict with the provisions of the Oklahoma General Corporation Act, in which case such special provisions shall govern.
B. Any conflicts with the provisions of the Oklahoma General Corporation Act and any tax or unclaimed property laws of this state shall be governed by the tax or unclaimed property provisions, including those provisions relating to personal liability of corporate officers and directors.
C. The provisions of the Oklahoma General Corporation Act concerning qualification of foreign corporations and providing requirements and duties relating to such corporations shall not apply to insurance companies subject to the jurisdiction of the Insurance Commissioner or to foreign transportation companies subject to the jurisdiction of the Corporation Commission, existing as of the effective date of this act or thereafter qualified to transact business in this state.
Added by Laws 1986, c. 292, § 2, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1004. Reserved Power of State to Amend or Repeal - Oklahoma General Corporation Act Part of Corporation's Chapter or Certificate of Incorporation.

RESERVED POWER OF STATE TO AMEND OR REPEAL;
OKLAHOMA GENERAL CORPORATION ACT PART OF CORPORATION'S
CHARTER OR CERTIFICATE OF INCORPORATION
The Oklahoma General Corporation Act may be amended or repealed at the pleasure of the Legislature, but any amendment or repeal shall not take away or impair any remedy available pursuant to the provisions of the Oklahoma General Corporation Act against any corporation or its officers for any liability which shall have been previously incurred. The Oklahoma General Corporation Act and any amendments thereto shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation. The provisions of this section shall not affect or impair as to any corporation any rights protected or guaranteed by the Constitution of this state or of the United States.
Added by Laws 1986, c. 292, § 4, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1004.1. Application of act to nonstock corporations.

APPLICATION OF ACT TO NONSTOCK CORPORATIONS
A. Except as otherwise provided in subsections B and C of this section, the provisions of this chapter shall apply to nonstock corporations in the manner specified in paragraphs 1 through 4 of this subsection:
1. All references to shareholders of the corporation shall be deemed to refer to members of the corporation;
2. All references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation;
3. All references to directors or to members of the board of directors of the corporation shall be deemed to refer to members of the governing body of the corporation; and
4. All references to stock, capital stock, or shares thereof of a corporation authorized to issue capital stock shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.
B. Subsection A of this section shall not apply to:
1. This subsection or to paragraph 4 of subsection A and paragraphs 1 and 2 of subsection B of Section 1006, subsection A of Section 1013, Sections 1027, 1035, 1060 and 1073, subsection B of Section 1075, and Sections 1076, 1077, 1083, 1084, 1085, 1086, 1087, 1092, 1097, 1119 and 1120 of Title 18 of the Oklahoma Statutes, which apply to nonstock corporations by their terms; and
2. Sections 1032, 1033, 1034, 1036, 1037, subsection D of 1038, 1039, 1042, 1043, 1044, 1045, 1046, 1047, 1056, 1057, 1058, 1059, 1061, 1064, 1067, 1075.1, 1078, 1079, 1081, 1082, 1083.1, 1090.3, 1095, 1096, 1130 through 1138, 1142, 1159 and subsection A of 1161 of Title 18 of the Oklahoma Statutes.
C. In the case of a nonprofit, nonstock corporation, subsection A of this section shall not apply to:
1. The sections listed in subsection B of this section; and
2. Paragraph 3 of subsection B of Section 1006, paragraph 2 of subsection A of Section 1030, Sections 1032 through 1055, 1062, subsections A and B of 1063, and 1091 of Title 18 of the Oklahoma Statutes.
D. For purposes of the Oklahoma General Corporation Act:
1. A "charitable nonstock corporation" is any nonprofit nonstock corporation that is exempt from taxation under Section 50l(c)(3) of the United States Internal Revenue Code [26 U.S.C. Section 50l(c)(3)], or any successor provisions;
2. A "membership interest" is, unless otherwise provided in a nonstock corporation's certificate of incorporation, a member's share of the profits and losses of a nonstock corporation, or a member's right to receive distributions of the nonstock corporation's assets, or both;
3. A "nonprofit nonstock corporation" is a nonstock corporation that does not have membership interests;
4. A "nonstock corporation" is any corporation organized under this act that is not authorized to issue capital stock; and
5. The terms "not-for-profit" and "nonprofit" are synonymous.
Added by Laws 2019, c. 88, § 1, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1005. Incorporators - How Corporation Formed - Purposes.

INCORPORATORS; HOW CORPORATION FORMED; PURPOSES
A. Any person, partnership, association or corporation, singly or jointly with others, and without regard to his or their residence, domicile or state of incorporation, may incorporate or organize a corporation pursuant to the provisions of the Oklahoma General Corporation Act by filing with the Secretary of State a certificate of incorporation which shall be executed, acknowledged and filed in accordance with the provisions of Section 7 of this act; provided, however, at least three (3) persons, partnerships, associations, or corporations, or any combination thereof, shall be required to incorporate as a not for profit corporation pursuant to the provisions of the Oklahoma General Corporation Act.
B. A corporation may be incorporated or organized pursuant to the provisions of the Oklahoma General Corporation Act to conduct or promote any lawful business or purposes, except as may otherwise be provided by the Constitution or other law of this state.
C. Corporations for constructing, maintaining and operating public utilities, whether in or outside of this state, may be organized pursuant to the provisions of the Oklahoma General Corporation Act, but corporations for constructing, maintaining and operating public utilities within this state shall be subject to, in addition to the provisions of the Oklahoma General Corporation Act, the special provisions and requirements of Title 17 of the Oklahoma Statutes applicable to such corporations.
Added by Laws 1986, c. 292, § 5, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1008. Certificate of incorporation - Definition.

CERTIFICATE OF INCORPORATION; DEFINITION
The term "certificate of incorporation", as used in the Oklahoma General Corporation Act, unless the context requires otherwise, includes not only the original certificate of incorporation filed to create a corporation but also all other certificates, agreements of merger or consolidation, plans of reorganization, or other instruments, howsoever designated, which are filed pursuant to the provisions of Sections 1006, 1023 through 1026, 1032, 1076 through 1087, 1090.2, or 1118 through 1120 of this title, or any other section of this title, and which have the effect of amending or supplementing in some respect a corporation's certificate of incorporation.
Added by Laws 1986, c. 292, § 8, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 4, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1009. Certificate of Incorporation and Other Certificates - Evidence.

CERTIFICATE OF INCORPORATION AND OTHER CERTIFICATES; EVIDENCE
A copy of a certificate of incorporation, or of a restated certificate of incorporation, or of any other certificate which has been filed in the Office of the Secretary of State as required by any provision of Title 18 of the Oklahoma Statutes, when duly certified by the Secretary of State, shall be received in all courts, public offices, and official bodies as prima facie evidence of:
1. Due execution, acknowledgment and filing of the instrument;
2. Observance and performance of all acts and conditions necessary to have been observed and performed precedent to the instrument becoming effective; and
3. Of any other facts required or permitted by law to be stated in the instrument.
Added by Laws 1986, c. 292, § 9, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1010. Commencement of Corporate Existence.

COMMENCEMENT OF CORPORATE EXISTENCE
Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in accordance with the provisions of Section 7 of this act, the incorporator or incorporators who signed the certificate, and his or their successors and assigns, from the date of such filing, shall be and constitute a body corporate by the name set forth in the certificate, subject to the provisions of subsection D of Section 7 of this act and subject to dissolution or other termination of its existence as provided for in the Oklahoma General Corporation Act.
Added by Laws 1986, c. 292, § 10, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1011. Powers of Incorporators.

POWERS OF INCORPORATORS
If the persons who are to serve as directors until the first annual meeting of shareholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.
Added by Laws 1986, c. 292, § 11, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1013. Bylaws.

BYLAWS
A. The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in the certificate of incorporation, or, before a corporation other than a nonstock corporation has received any payment for any of its stock, by its board of directors. After a corporation other than a nonstock corporation has received any payment for any of its stock, except as otherwise provided in its certificate of incorporation, the power to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. In the case of a nonstock corporation, the power to adopt, amend or repeal bylaws shall be in its governing body. Notwithstanding the foregoing, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its members. The fact that such power has been so conferred upon the directors or members, as the case may be, shall not divest the shareholders or governing body of the power, nor limit their power to adopt, amend or repeal bylaws.
B. The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its shareholders, directors, officers or employees.
Added by Laws 1986, c. 292, § 13, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 5, eff. Nov. 1, 2001; Laws 2004, c. 255, § 4, eff. Nov. 1, 2004; Laws 2019, c. 88, § 5, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1014.1. Interpretation and enforcement of corporate instruments and provisions of this title.

NTERPRETATION AND ENFORCEMENT OF CORPORATE INSTRUMENTS AND PROVISIONS OF THIS TITLE
A. Any shareholder, member or director may bring an action to interpret, apply or enforce or determine the validity of:
1. The provisions of the certificate of incorporation or the bylaws of a domestic corporation;
2. Any instrument, document or agreement (a) by which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock, or (b) to which a corporation and one or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any of such stock, or (c) by which a corporation agrees to sell, lease or exchange any of its property or assets, and which by its terms provides that one or more holders of its stock approve of or consent to such sale, lease or exchange;
3. Any written restrictions on the transfer, registration of transfer or ownership of securities under Section 1055 of this title;
4. Any proxy under Section 1057 or 1060 of this title;
5. Any voting trust or other voting agreement under Section 1063 of this title;
6. Any agreement, certificate of merger or consolidation, or certificate of ownership and merger governed by Sections 1081 through 1087, or Section 1090.2 of this title;
7. Any certificate of conversion under Section 1090.4 or 1090.5 of this title; or
8. Any other instrument, document, agreement or certificate required by any provision of this title,
may be brought in the district court, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the district court.
B. Any civil action to interpret, apply or enforce any provision of this title may be brought in the district court.
Added by Laws 2001, c. 405, § 6, eff. Nov. 1, 2001. Amended by Laws 2017, c. 323, § 2, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1014.2. Forum selection provisions.

FORUM SELECTION PROVISIONS
The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this state, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this state. "Internal corporate claims" means claims, including claims in the right of the corporation, (a) that are based upon a violation of a duty by a current or former director or officer or shareholder in such capacity, or (b) as to which this title confers jurisdiction upon the district court.
Added by Laws 2017, c. 323, § 3, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1015. General Powers.

GENERAL POWERS
In addition to the powers enumerated in Section 16 of this act, every corporation, its officers, directors and shareholders shall possess and may exercise all the powers and privileges granted by the provisions of the Oklahoma General Corporation Act or by any other law or by its certificate of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its certificate of incorporation.
Added by Laws 1986, c. 292, § 15, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1016.1. Protected service area – Establishment of water district required..

Any corporation borrowing money, securing any indebtedness, accepting grants, applying to borrow money, to secure any indebtedness, or to accept grants from the United States of America, or any instrumentality, agency or department thereof, which entitles that corporation to a protected service area under 7 U.S.C., Section 1926(b), and any amendments thereto, must first have established a water district under Title 82 of the Oklahoma Statutes, and any amendment thereto, which district, as established by the Declaration of Incorporation, will define the protected service area.
Added by Laws 2022, c. 115, § 1, eff. Nov. 1, 2022.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1017. Powers respecting securities of other corporations or entities.

POWERS RESPECTING SECURITIES OF
OTHER CORPORATIONS OR ENTITIES
Any corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer, or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any other domestic or foreign corporation, partnership, association, or individual, or by any government or agency or instrumentality thereof, subject to the limitation prescribed by Section 41 of Article IX of the Oklahoma Constitution. A corporation while the owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.
Added by Laws 1986, c. 292, § 17, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 1, operative Nov. 1, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1018. Lack of Corporate Capacity or Power, Effect - Ultra Vires.

LACK OF CORPORATE CAPACITY OR POWER, EFFECT; ULTRA VIRES
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
1. In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, may set aside and enjoin the performance of such contract, and in so doing, may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract. Anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;
2. In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act; or
3. In a proceeding by the Attorney General to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.
Added by Laws 1986, c. 292, § 18, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1019. Private foundations; powers and duties.

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