reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-381.84. Criminal embezzlement, abstraction, or misapplication of association funds.

It shall be a criminal offense for any officer, director, shareholder or employee of any association to directly or indirectly embezzle, abstract, or misapply, or cause to be embezzled, abstracted or misapplied any of the funds or securities or other property of or under the control of the association with intent to deceive, injure, cheat, wrong, or defraud any person or entity.
Added by Laws 2000, c. 81, § 85, eff. Nov. 1, 2000.
2023 Oklahoma Statutes › Title 18. Corporations › §18-381.85. Publishing, uttering, or circulating false statement or representation.

It shall be unlawful for any person to publish, utter, or circulate any false, malicious, or unprivileged statement or representation for the purpose of injuring any association chartered, existing and doing business within the State of Oklahoma, under and by virtue of the laws of this state, or under and by virtue of the laws of the United States of America.
Added by Laws 2000, c. 81, § 86, eff. Nov. 1, 2000.
2023 Oklahoma Statutes › Title 18. Corporations › §18-381.86. Injunctions – Enforcement of orders.

A. Whenever a violation of this act by an association or any officer, director or employee thereof is threatened or impending and will cause substantial injury to the institution or to the depositors, creditors, or stockholders thereof, the district court of the county in which the association is located shall, upon the suit of the State Banking Commissioner, issue an injunction restraining such violation.
B. Whenever any corporation, not authorized to carry on association business under this act, shall falsely act as an association, or shall use an artificial or corporate name implying it is a trust company, the district court of the county in which lawful service is obtained shall, upon suit of the Commissioner, issue an injunction restraining such act.
C. All orders of the Commissioner shall be enforced by the district court of the district of domicile of the person or persons to whom the order is directed.
Added by Laws 2000, c. 81, § 87, eff. Nov. 1, 2000.
2023 Oklahoma Statutes › Title 18. Corporations › §18-411. Reports - Misapplication of funds solicited.

Thirty (30) days after the passage and approval of this bill, all chambers of commerce, commercial clubs, or any such associations organized and doing business in this state as is commonly done by such associations shall make a report to their entire membership, setting forth and itemizing their receipts and disbursements for the year ending at the date of the passage and approval of this bill, and shall thereafter make a like report each year ending June 30th.
Every committee or individual who solicits or receives any funds from the public for such associations herein named shall make a full itemized report of all receipts and disbursements thereof. The report shall be filed with the city clerk where the committee or person soliciting such fund resides, or where the funds were collected; provided, that any person or committee who diverts the funds so collected from the purposes for which they were solicited or collected shall be guilty of a felony and on conviction therefor shall be punished by confinement in the State Penitentiary for a term of not less than one (1) year nor more than five (5) years.
Added by Laws 1919, c. 260, p. 370, § 1. Amended by Laws 1997, c. 133, § 140, eff. July 1, 1999; Laws 1999, 1st Ex.Sess., c. 5, § 66, eff. July 1, 1999.
NOTE: Laws 1998, 1st Ex.Sess., c. 2, § 23 amended the effective date of Laws 1997, c. 133, § 140 from July 1, 1998, to July 1, 1999.
2023 Oklahoma Statutes › Title 18. Corporations › §18-421. Corporations authorized - Formation - Purposes.

Ten or more persons may form a corporation for the purpose of conducting an agricultural, dairy, livestock, irrigation, horticultural, mercantile, mining, manufacturing, mechanical, or industrial business upon a co-operative plan, and with their associates, successors and assigns may become and be a body politic and corporate by complying with the provisions of this act.
Laws 1919, c. 147, p. 211, § 1; Laws 1923, c. 167, p. 269, § 1.
2023 Oklahoma Statutes › Title 18. Corporations › §18-422. Articles of incorporation.

The incorporators shall sign and acknowledge, in the manner required for the signing and acknowledgment of deeds, a certificate of incorporation showing the following facts:
(1) The corporate name.
(2) The purpose of corporation.
(3) The amount of capital stock.
(4) The number of shares, and the par value of the shares into which the capital stock is divided.
(5) The term of the corporate existence.
(6) The number of directors, not less than five and the names and addresses of the incorporating directors who shall manage the concerns of the corporation for the first corporate year.
(7) The name of the town or post office and the county where the principal office or place of business of the corporation shall be located.
(8) Any further provision, not inconsistent with law, which the incorporators may deem expedient to be embodied in such certificate.
Added by Laws 1919, c. 147, p. 211, § 2.
2023 Oklahoma Statutes › Title 18. Corporations › §18-423. Filing of articles - Certificate - Election by existing corporations.

The articles of incorporation shall be filed with the Secretary of State whereupon he shall issue to the corporation over the Great Seal of the State of Oklahoma, a certificate that the articles containing the required statement of facts have been filed in his office, and thereupon the persons signing the articles and their associates, successors and assigns shall be a body politic and corporate by the name and for the purposes stated in said article. Provided, that any corporation doing business as mentioned in Section One, now operating in the State of Oklahoma, may, at regular or special meeting of the shareholders called for such purpose, by a majority vote elect to operate under the provisions of this act, after the action taken at such meeting shall be properly certified by the secretary of such corporation to the Secretary of State.
Laws 1919, c. 147, p. 212, § 3.
2023 Oklahoma Statutes › Title 18. Corporations › §18-424. Amendment of articles.

The articles of incorporation may be amended at any time, or from time to time, by the affirmative vote of two-thirds of the members present at any annual meeting of the stockholders, if notice of the proposed amendment shall have been given in the call for such meeting. Such amendments shall be put into effect by the directors, who shall sign and acknowledge and file, as above provided, new or revised articles containing such amendments and superseding the original articles.
Laws 1919, c. 147, p. 212, § 4.
2023 Oklahoma Statutes › Title 18. Corporations › §18-425. Powers.

Each corporation formed under the provisions of this act shall have power:
(1) To have succession by its corporate name for the period limited in its certificate.
(2) To sue and be sued, complain and defend in any court.
(3) To establish and use a common seal and alter the same.
(4) To hold, purchase and convey such real and personal property as the purpose of the corporation may require, including stock in subsidiary or allied cooperative corporations within or without the state.
(5) To appoint such officers and agents as the business may require, including in every case a president and secretary, and to fix their compensation.
(6) To make bylaws not inconsistent with law for the management of its property, the regulation of its business and the transfer of its stock.
(7) To exercise all other lawful powers necessary or proper for the exercise of the powers herein conferred.
Laws 1919, c. 147, p. 212, § 5.
2023 Oklahoma Statutes › Title 18. Corporations › §18-426. Stock.

The stock of such corporation shall not be sold at less than its par value. Twenty percent (20%) of the par value of the stock subscribed for shall be paid in before the corporation shall commence business, and the remainder of such subscriptions shall be paid from time to time upon call of the directors. No certificate of stock shall be issued to any person until the full amount of the subscription therefor shall have been paid. No person shall become a shareholder except by consent of the board of directors. Not more than ten percent (10%) of the stock outstanding at any time, and not more than Three Thousand Dollars ($3,000.00) in par value, shall be held by or for one person, firm or corporation.
Laws 1919, c. 147, p. 212, § 6; Laws 1969, c. 226, § 1.
2023 Oklahoma Statutes › Title 18. Corporations › §18-427. Voting rights.

Each shareholder or subscriber shall be entitled to one vote, and no more, irrespective of the number of shares owned, at any meeting of the stockholders. Voting by proxies or absentee voting may be permitted and regulated by the bylaws. In the absence of such provision in the bylaws, no voting by proxies or absentees shall be allowed.
Laws 1919, c. 147, p. 213, § 7.
2023 Oklahoma Statutes › Title 18. Corporations › §18-428. Liability of subscribers and shareholders.

All subscribers or shareholders shall be severally and individually liable to the creditors of the corporation, to the amount of the unpaid capital stock subscribed for, or held by them, respectively and to no other or further amount.
Laws 1919, c. 147, p. 213, § 8; Laws 1923, c. 167, p. 269, § 2.
2023 Oklahoma Statutes › Title 18. Corporations › §18-429. Directors - Selection and term - Quorum.

The stock, property and affairs, of such corporation shall be managed by the board of directors, which shall consist of five (5) members, all of whom must be stockholders, and who shall be elected at the annual meeting of the stockholders. At the first meeting of the stockholders, there shall be elected five directors, one of whom shall serve one (1) year, two of whom shall serve two (2) years, and the remaining two of whom shall serve three (3) years. As the term of office of each of these directors expires a successor shall be elected, who shall serve for three (3) years, unless sooner removed, or until his successor is elected and qualified.
Notice of the time and place of holding such election shall be published not less than two (2) weeks previous thereto in the newspaper printed nearest to the place where the principal office or place of business of the corporation is located. A quorum shall consist of at least ten percent (10%) in number of all the stockholders or subscribers for stock who are entitled to vote.
Laws 1919, c. 147, p. 213, § 9; Laws 1923, c. 167, p. 270, § 3; Laws 1941, p. 58, § 1.
2023 Oklahoma Statutes › Title 18. Corporations › §18-430. Removal of director or officer - Vacancies.

Any director or officer of such corporation may be removed by a majority vote of the stockholders at any regular or special stockholders' meeting lawfully called, and the vacancy may be filled at such meeting or by the remaining directors at any regular or special meeting thereafter.
Laws 1919, c. 147, p. 213, § 10.
2023 Oklahoma Statutes › Title 18. Corporations › §18-431. Liability of directors.

If the indebtedness of such corporation shall at any time exceed the amount of its subscribed capital stock and surplus the directors assenting thereto shall be personally and individually liable for such excess to the creditors. Except any indebtedness created in favor of the State warehouse revolving fund.
Laws 1919, c. 147, p. 231, § 11; Laws 1923, c. 167, p. 270, § 4.
2023 Oklahoma Statutes › Title 18. Corporations › §18-432. Dividends and profits - Reserve fund.

The directors, subject to revision by the stockholders, at any general or special meeting lawfully called, shall apportion the net earnings and profits thereof from time to time at least once in each year in the following manner:
(1) Not less than ten percent (10%) thereof accruing since the last apportionment shall be set aside in a surplus or reserve fund until such fund shall equal at least fifty percent (50%) of the paid up capital stock.
(2) Dividends at a rate not to exceed eight percent (8%) per annum, may, in the discretion of the directors, be declared upon the paid up capital stock. Five percent (5%) may be set aside for educational purposes.
(3) The remainder of such net earnings and profits shall be apportioned and paid to its members ratably upon the amounts of the products sold to the corporation by its members, and the amounts of the purchases of members from the corporation: provided, that if the bylaws of the corporation shall so provide the directors may apportion such earnings and profits in part to nonmembers upon the amounts of their purchases and sales from or to the corporation.
Laws 1919, c. 147, p. 213, § 12.
2023 Oklahoma Statutes › Title 18. Corporations › §18-433. Illegal dividends - Liability of directors.

If the directors of such corporation shall declare and pay any dividend or apportionment of earnings, or profits to members or nonmembers when the corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable for all debts of the corporation then existing and for all such debts as shall be thereafter incurred while they shall respectively continue in office. Any director may relieve himself from such liability at any time before the time fixed for the payment of such dividend or apportionment by filing a certificate in writing of his objection with the secretary of the corporation, and with the county clerk of the county in which the principal office is located.
Laws 1919, c. 147, p. 214, § 13.
2023 Oklahoma Statutes › Title 18. Corporations › §18-434. Financial statements.

At the time of each dividend or apportionment of profits and at least once in every year, the directors shall cause to be prepared a statement showing the financial condition of the corporation at the end of the period to which such dividend or apportionment relates, in such form as shall fully exhibit the assets and liabilities of the corporation; its earnings and profits, purchases and sales, expenses and outlays, for the period covered by such dividend or apportionment, in such manner that a good understanding of the condition of the company, may be obtained from such statement, and shall cause such statement to be kept on file with the secretary where the same may be examined by any member of the corporation at all reasonable times.
Laws 1919, c. 147, p. 214, § 14.
2023 Oklahoma Statutes › Title 18. Corporations › §18-435. Use of word "cooperative".

No person, firm or association, nor any corporation other than such as shall be organized pursuant to Sections 421 through 439.2 of this title or pursuant to the Uniform Limited Cooperative Association Act of 2009, shall make use of the word "cooperative", in the name under which its or their business is carried on. Whoever shall violate the provisions of this section shall be punishable by fine of not exceeding One Hundred Dollars ($100.00) for each offense. The violation of this section may furthermore be enjoined at the suit of any citizen of the state.
Added by Laws 1919, c. 147, p. 214, § 15. Amended by Laws 2009, c. 68, § 150, eff. Jan. 1, 2010.
NOTE: Laws 2008, c. 382, § 170 was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009) and repealed by Laws 2009, c. 68, § 152, eff. Jan. 1, 2010.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.1. Rural electric cooperatives authorized.

Cooperative, nonprofit, membership corporations may be organized under this act for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas. Corporations organized under this act and corporations which become subject to this act in the manner hereinafter provided are hereinafter referred to as "cooperatives".
Laws 1939, p. 256, § 2.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.3. Name.

The name of each cooperative shall include the words "electric" and "cooperative", provided, however, such limitation shall not apply if, in an affidavit made by the president or vice president of a cooperative and filed with the Secretary of State, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name. The name of a cooperative shall distinguish it from the name of any other corporation organized under the laws of, or authorized to transact business in, this state. The words "electric" and "cooperative" shall not both be used in the name of any corporation organized under the laws of, or authorized to transact business in, this state, except a cooperative or a corporation transacting business in this state pursuant to the provisions of this act.
Laws 1939, p. 258, § 4.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.5. Articles of incorporation.

(a) The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this act, shall be signed and acknowledged by each of the incorporators, and shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The names and addresses of the incorporators; (4) The names and addresses of the persons who shall constitute its first board of trustees; and (5) Any provisions not inconsistent with this act deemed necessary or advisable for the conduct of its business and affairs.
(b) Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this act.
(c) It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this act.
Laws 1939, p. 258, § 6.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.6. Bylaws.

The original bylaws of a cooperative shall be adopted by its board of trustees. Thereafter bylaws shall be adopted, amended or repealed by its members. The bylaws shall set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this act or with its articles of incorporation.
Laws 1939, p. 259, § 7.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.9. Voting districts.

Notwithstanding any other provision of this act, the bylaws may provide that the territory in which a cooperative supplies electric energy to its members shall be divided into two or more voting districts and that, in respect of each such voting district, (1) a designated number of trustees shall be elected by the members residing therein, or (2) a designated number of delegates shall be elected by such members, or (3) both such trustees and delegates shall be elected by such members. In any such case the bylaws shall prescribe the manner in which such voting districts and the members thereof, and the delegates and trustees, if any, elected therefrom shall function and the powers of the delegates, which may include the power to elect trustees. No member at any voting district meeting and no delegate at any meeting shall vote by proxy or by mail.
Laws 1939, p. 261, § 10.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.10. Officers.

The officers of a cooperative shall consist of a president, vice president, secretary and treasurer, who shall be elected annually by and from the board of trustees. No person shall continue to hold any of the above offices after he shall have ceased to be a trustee. The offices of secretary and of treasurer may be held by the same person. The board of trustees may also elect or appoint such other officers, agents, or employees as it shall deem necessary or advisable and shall prescribe the powers and duties thereof. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws. Vacancies in office may be filed by the board of trustees.
Laws 1953, p. 486, § 10.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.11. Amendment of articles of incorporation - Change of location without amending articles.

(a) A cooperative may amend its articles of incorporation by complying with the following requirements:
(1) The proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two-thirds of those members voting thereon at such meeting; and
(2) Upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this act and shall state: (a) the name of the cooperative; (b) the address of its principal office; (c) the date of the filing of its articles of incorporation in the office of the Secretary of State; and (d) the amendment to its articles of incorporation. The president or vice president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this act.
(b) A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice president under its seal attested by its secretary, in the office of the Secretary of State and also in each county office in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within thirty (30) days after the filing of such certificate of change of principal office in any county office, file therein certified copies of its articles of incorporation and all amendments thereto, if the same are not already on file therein.
Laws 1939, p. 261, § 12.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.12. Consolidation.

Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new cooperative, hereinafter designated the "new cooperative", by complying with the following requirements:
(a) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be first approved by the board of trustees of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this act and shall state: (1) The name of each consolidating cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the Secretary of State; (2) the name of the new cooperative and the address of its principal office; (3) the names and addresses of the persons who shall constitute the first board of trustees of the new cooperative; (4) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative and the issuance of certificates of membership in respect of such converted memberships; and (5) any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business and affairs of the new cooperative;
(b) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of trustees of each consolidating cooperative shall then be submitted to a vote of the members thereof at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each consolidating cooperative voting thereon at such meeting; and
(c) Upon such approval by the members of the respective consolidation cooperatives, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The president or vice president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State for filing as provided in this act.
Laws 1939, p. 262, § 13.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.13. Merger.

Any one or more cooperatives, each of which is hereinafter designated a "merging cooperative", may merge into another cooperative, hereinafter designated the "surviving cooperative", by complying with the following requirements:
(a) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of trustees of each merging cooperative and by the board of trustees of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this act and shall state: (1) the name of each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the Secretary of State; (2) the name of the surviving cooperative and the address of its principal office; (3) a statement that the merging cooperatives elect to be merged into the surviving cooperative; (4) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted memberships; and (6) any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative;
(b) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives, parties to the proposed merger, shall then be submitted to a vote of the members of each such cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each cooperative voting thereon at such meeting; and
(c) Upon such approval by the members of the respective cooperatives, parties to the proposed merger, articles of merger in form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The president or vice president of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of merger and affidavits shall be submitted to the Secretary of State for filing as provided in this act.
Laws 1939, p. 263, § 14.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.14. Effect of consolidation or merger.

The effect of consolidation or merger shall be as follows:
(a) The several cooperatives, parties to the consolidation or merger, shall be a single cooperative, which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation, and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, shall cease;
(b) Such new or surviving cooperative shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this act, and shall possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action, of each of the consolidating or merging cooperatives, and furthermore all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged, shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any such cooperatives shall not revert or be in any way impaired by reason of such consolidation or merger; (c) Such new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claim existing, or action or proceeding pending, by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place;
(d) Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger; and
(e) In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.
Laws 1939, p. 264, § 15.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.16. Initiative by members.

Not withstanding any other provision of this act, any proposition embodied in a petition signed by not less than ten percent (10%) of the members of a cooperative, together with any document submitted with such petition to give effect to the proposition, shall be submitted to the members of a cooperative, either at a special meeting of the members held within forty-five (45) days after the presentation of such petition or, if the date of the next annual meeting of members falls within ninety (90) days after such presentation or if the petition so requests, at such annual meeting. The approval of the board of trustees shall not be required in respect of any proposition or document submitted to the members pursuant to this section and approved by them, but such proposition or document shall be subject to all other applicable provisions of this act. Any affidavit or affidavits required to be filed with any such document pursuant to applicable provisions of this act shall, in such case, be modified to show compliance with the provisions of this section.
Laws 1939, p. 266, § 17.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.18. Filing of articles - Certificate of incorporation - Filing.

Articles of incorporation, amendment, consolidation, merger or conversion, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this act, shall be presented to the Secretary of State for filing in the records of his office. If the Secretary of State shall find that the articles presented conform to the requirements of this act, he shall, upon the payment of the fees as in this act provided, file the articles so presented in the records of his office and shall issue over the Great Seal of the state an appropriate certificate of incorporation, amendment, consolidation, merger or conversion, as the case may be, and thereupon the incorporation, amendment, consolidation, merger or conversion provided for therein shall be in effect.
Laws 1939, p. 267, § 19; Laws 1979, c. 259, § 3.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.19. Refunds to members.

Revenues of a cooperative for any fiscal year in excess of the amount thereof necessary:
(a) To defray expenses of the cooperative and of the operation and maintenance of its facilities during such fiscal year;
(b) To pay interest and principal obligations of the cooperative coming due in such fiscal year;
(c) To finance, or to provide a reserve for the financing of, the construction or acquisition by the cooperative of additional facilities to the extent determined by the board of trustees;
(d) To provide a reasonable reserve for working capital;
(e) To provide a reserve for the payment of indebtedness of the cooperative maturing more than one (1) year after the date of the incurrence of such indebtedness in an amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year; and
(f) To provide a fund for education in cooperation and for the dissemination of information concerning the effective use of electric energy and other services made available by the cooperative, shall, unless otherwise determined by a vote of the members, be distributed by the cooperative to its members as patronage refunds prorated in accordance with the patronage of the cooperative by the respective members paid for during such fiscal year. Nothing herein contained shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the same shall become due.
Laws 1939, p. 267, § 20.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.20. Disposition of property.

A cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds of all of the members of the cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, or any other provisions of law, the board of trustees of a cooperative, without authorization by the members thereof, shall have full power and authority upon an affirmative vote of not less than two-thirds (2/3) of the board of trustees to authorize the execution and delivery of a lease and leaseback transaction only where the board of trustees determines that such transaction will not impair the ability of the cooperative to use the assets as needed to serve the members; provided, however, that such transactions shall apply only to the physical assets of a cooperative and shall not be used to effect a sale or other disposition of the cooperative business entity itself; and further, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of trustees shall determine, to secure any indebtedness of the cooperative to the United States of America or any instrumentality or agency thereof or to any corporation or financial institution authorized to assist in the credit and financial needs of rural electric cooperatives.
Added by Laws 1939, p. 268, § 21, emerg. eff. April 14, 1939. Amended by Laws 1969, c. 53, § 1; Laws 2002, c. 25, § 1, emerg. eff. April 5, 2002.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.22. Waiver of notice.

Whenever any notice is required to be given under the provisions of this act or under the provisions of the articles of incorporation or bylaws of a cooperative, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time fixed for the giving of such notice, shall be deemed equivalent to such notice. If a person or persons entitled to notice of a meeting shall attend such meeting, such attendance shall constitute a waiver of notice of the meeting, except in case the attendance is for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
Laws 1939, p. 269, § 23.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.23. Foreign corporation.

Any corporation organized on a nonprofit or a cooperative basis for the purpose of supplying electric energy in rural areas and owning and operating electric transmission or distribution lines in a state adjacent to this state may file in the office of the Secretary of State a certified copy of its charter or articles of incorporation which shall be recorded in a book to be kept by the Secretary of State for that purpose, and thereupon, upon payment of the fees required of a cooperative for the filing of articles of incorporation, and the appointment of a service agent as provided by law, such foreign corporation shall be authorized to transact business in this state and shall have all the rights, powers and privileges conferred upon a cooperative under this act.
Laws 1939, p. 269, § 24.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.24. Fees.

The Secretary of State shall have charge and collect for:
(a) Filing articles of incorporation, Twenty-five Dollars ($25.00);
(b) Filing articles of amendment, Ten Dollars ($10.00);
(c) Filing articles of consolidation or merger, Twenty-five Dollars ($25.00);
(d) Filing articles of conversion, Twenty-five Dollars ($25.00);
(e) Filing certificate of change of principal office, Ten Dollars ($10.00);
(f) Issuing certificate of incorporation, amendment, consolidation, merger or conversion, or any certified copy thereof, Five Dollars ($5.00).
Amended by Laws 1984, c. 229, § 8, operative July 1, 1984.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.25. Exemption from excise and income taxes - License fee.

Each cooperative and each foreign corporation transacting business in this state pursuant to this act shall pay annually, on or before the thirty-first day of August, to the Oklahoma Tax Commission, a fee of One Dollar ($1.00) for each one hundred persons or fraction thereof to whom electricity is supplied within the state by it, as of June thirtieth preceding, but shall be exempt from all other excise and income taxes whatsoever.
Laws 1939, p. 270, § 26.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.27. Oklahoma Uniform Securities Act of 2004 exemption.

The provisions of the Oklahoma Uniform Securities Act of 2004, as amended, shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative or foreign corporation transacting business in this state pursuant to this act, to the United States of America or any agency or instrumentality thereof, or to any mortgage or deed of trust executed to secure the same. The provisions of said Securities Act shall not apply to the issuance of membership certificates by any cooperative or any such foreign corporation.
Added by Laws 1939, p. 270, § 28, emerg. eff. April 14, 1939. Amended by Laws 2022, c. 77, § 2, eff. Nov. 1, 2022.
2023 Oklahoma Statutes › Title 18. Corporations › §18-437.28. Definitions.

In this act, unless the context otherwise requires;
(a) "Rural area" means any area not included within the boundaries of any incorporated or unincorporated city, town or village, having a population in excess of one thousand five hundred (1,500) persons, and any area included within the boundaries of any such city, town or village as a result of incorporation, annexation, population growth, or otherwise, in which area a cooperative commenced or commences the construction or operation of electric facilities or the furnishing of electric energy prior to such incorporation, annexation or population growth.
(b) "Person" includes any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency thereof, or any body politic; and
(c) "Member" means each incorporator of a cooperative and each person admitted to and retaining membership therein, and shall include a husband and wife admitted to joint membership.
Laws 1939, p. 270, § 29; Laws 1961, p. 201, § 2.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.2. Organization authorized - Purpose.

Cooperative, nonprofit corporations may be organized under this act for the purpose of furnishing communication services to the widest practicable number of users of such service.
Laws 1953, p. 484, § 2; Laws 1991, c. 135, § 2, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.3. Definitions.

As used in this act:
1. "Cooperative" means any corporation organized pursuant to or which becomes subject to the provisions of the Telephone Cooperative Corporations Act;
2. "Person" means any natural person, firm, association, corporation, business trust, or partnership;
3. "Telephone company" means any natural person, firm, association, corporation, or partnership, other than a cooperative or mutual telephone company, owning, leasing, or operating any line, facility, or system used in furnishing telephone service within this state;
4. "Communication services" means the transmitting, receiving, or both, of information, signals or messages by wire, radio, cellular radio, microwave, fiber optics or any other means, and includes, but is not limited to, the providing of lines, facilities and systems used in providing the services;
5. "Member" means the incorporators of a cooperative and each person thereafter lawfully admitted to membership therein pursuant to the provisions contained in the bylaws; and
6. "Patron" means a member of the cooperative who is eligible to receive patronage dividends or to earn capital credits as a result of the purchase of certain services from the cooperative, as provided by subsection D of Section 438.9 of this title.
Amended by Laws 1983, c. 3, § 1, emerg. eff. Feb. 21, 1983; Laws 1991, c. 135, § 3, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.5. Name.

The name of a cooperative shall include the words "telephone" and "cooperative", and the abbreviation "Inc.", unless, in an affidavit made by its president or vice president, and filed with the Secretary of State, or in an affidavit made by a person signing articles of incorporation, consolidation, merger or conversion, which relate to such cooperative, and filed, together with any such articles, with the Secretary of State, it shall appear that the cooperative desires to do business in another state and is or would be precluded therefrom by reason of the inclusion of such words or either thereof in its name. The name of a cooperative shall be distinct from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in, this state. This section shall not apply to any corporation which becomes subject to this act by complying with the provisions of Section 20 of this act, or which does business in this state pursuant to Section 29 of this act and which elects to retain a corporate name which does not comply with this section.
Laws 1953, p. 485, § 5.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.7. Articles of incorporation.

Articles of incorporation of a cooperative shall recite that they are executed pursuant to this act and shall state: (1) the name of the cooperative; (2) the address of its principal office; (3) the names and addresses of the incorporators; (4) the names and addresses of its trustees; (5) the purpose for which the cooperative is formed; and (6) the period of its existence and may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of its business, including provisions for the issuance of nonvoting shares of stock as hereinafter provided. Such articles shall be signed by each incorporator and acknowledged by at least two of the incorporators, or on their behalf, if they are cooperatives. If a cooperative desires to issue nonvoting shares of stock, its articles of incorporation shall state: (1) the total number of such shares of stock which may be issued and the par value of each share; (2) the fixed or maximum rate of dividends on the par value of such shares of stock, in either case not exceeding four percent (4%) per annum, and whether dividends shall be cumulative or noncumulative; (3) whether such shares of stock may be issued to members only or to members and nonmembers; (4) the maximum number of such shares of stock which may be owned by any person; and (5) the terms and conditions on which such shares of stock may be transferred, redeemed and retired.
Laws 1953, p. 486, § 7.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.8. Bylaws.

The board of trustees shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, combined consolidation and conversion, merger or consolidation. Thereafter the members shall adopt, amend or repeal the bylaws by the affirmative vote of a majority of those members voting thereon at a meeting of the members. The bylaws shall set forth the rights and duties of members, trustees and shareholders, if any, and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this act or with its articles of incorporation.
Laws 1953, p. 486, § 8.
2023 Oklahoma Statutes › Title 18. Corporations › §18-438.9. Membership - Shares of stock - Qualification as patron.

A. Each incorporator of a cooperative shall be a member thereof but no other person may become a member thereof unless such other person agrees to use communication services furnished by the cooperative when it is made available through its facilities, except as otherwise provided in the bylaws. Membership in a cooperative may be evidenced by a certificate of membership which shall not be transferable, except as provided by the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership, provided that ownership of shares of stock, if any are authorized, shall not be a condition of membership in the cooperative.
B. In case the issuance of shares of stock is provided for in the articles of incorporation, ownership thereof shall be evidenced by share certificates. No share of stock shall be issued except for cash, or for property at its fair value, in an amount equal to the par value of such share of stock.
C. Membership and share certificates shall contain such provisions, consistent with this act and the articles of incorporation of the cooperative, as shall be prescribed by its bylaws.
D. Each member who purchases communication services in the ordinary course of business of the cooperative is a patron of the cooperative, except the use of inter-exchange access, payment of inter-exchange access fares or settlements, or the purchase of equipment does not qualify a member or other person as a patron. The bylaws of the cooperative may provide other circumstances where a member or other person will not qualify to be a patron.
Laws 1953, p. 486, § 9; Laws 1991, c. 135, § 5, eff. Sept. 1, 1991.