Oklahoma Statutes
Title 18. Corporations
§18-1060. Voting rights of members of nonstock corporations - Quorum - Proxies.

VOTING RIGHTS OF MEMBERS OF NONSTOCK

CORPORATIONS; QUORUM; PROXIES
A. The provisions of Sections 1056 through 1059 and 1061 of this title shall not apply to nonstock corporations, except that subsections A and D of Section 1056 and subsections C, D and E of Section 1057 of this title shall apply to nonstock corporations, and, when so applied, all references therein to shareholders and to the board of directors shall be deemed to refer to the members and the governing body of a nonstock corporation, respectively; and all references to stock, capital stock, or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.
B. Unless otherwise provided for in the certificate of incorporation or the bylaws of a nonstock corporation, and subject to subsection F of this section, each member shall be entitled at every meeting of members to one vote on each matter submitted to a vote of members. A member may exercise such voting rights in person or by proxy, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.
C. Unless otherwise provided for in the Oklahoma General Corporation Act, the certificate of incorporation or bylaws of a nonstock corporation may specify the number of members having voting power who shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In the absence of such specification in the certificate of incorporation or bylaws of a nonstock corporation:
1. One-third (1/3) of the members of the corporation shall constitute a quorum at a meeting of the members;
2. In all matters other than the election of the governing body of the corporation, the affirmative vote of a majority of the members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the provisions of the Oklahoma General Corporation Act, the certificate of incorporation or bylaws;
3. Members of the governing body shall be elected by a plurality of the votes of the members of the corporation present in person or represented by proxy at the meeting and entitled to vote; and
4. When a separate vote by a class or group or classes or groups is required, a majority of the members of such class or group or classes or groups, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of members of the governing body, the affirmative vote of the majority of the members of such class or group or classes or groups present in person or represented by proxy at the meeting shall be the act of such class or group or classes or groups.
D. If the election of the governing body of any nonstock corporation shall not be held on the day designated by the bylaws, the governing body shall cause the election to be held as soon thereafter as convenient. The failure to hold such an election at the designated time shall not work any forfeiture or dissolution of the corporation, but the district court may summarily order such an election to be held upon the application of any member of the corporation. At any election pursuant to such order the persons entitled to vote in such election who shall be present at such meeting, either in person or by proxy, shall constitute a quorum for such meeting, notwithstanding any provision of the certificate of incorporation or the bylaws of the corporation to the contrary.
E. If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that the electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder.
F. Except as otherwise provided in the certificate of incorporation, in the bylaws, or by resolution of the governing body, the record date for any meeting or corporate action shall be deemed to be the date of such meeting or corporate action; provided, however, that no record date may precede any action by the governing body fixing such record date.
Added by Laws 1986, c. 292, § 60, eff. Nov. 1, 1986. Amended by Laws 1999, c. 421, § 10, eff. Nov. 1, 1999; Laws 2004, c. 255, § 11, eff. Nov. 1, 2004; Laws 2019, c. 88, § 10, eff. Nov. 1, 2019.

Structure Oklahoma Statutes

Oklahoma Statutes

Title 18. Corporations

§18-1.248. Statutes, acts, and parts thereof specifically repealed.

§18-381.1. Short title.

§18-381.2. Definitions.

§18-381.2a. Successor agency to Federal Savings and Loan Insurance Corporation - Construction of terms.

§18-381.3. Conformity of existing associations.

§18-381.4. Existing capital accounts.

§18-381.5. Abolition of Oklahoma Savings and Loan Board - Transfer of power, duties and responsibilities to State Banking Commissioner.

§18-381.6a. Records - Confidentiality.

§18-381.7a. Examinations – Reports by associations - Penalty.

§18-381.8a. Preservation of documents – Electronically stored or imaged documents or reproductions.

§18-381.10. Certificate of authority.

§18-381.11. Supervision by State Banking Commissioner – Additional powers – Orders – Notice and hearing – Temporary orders – Cooperative agreements - Opinions.

§18-381.13. Savings and loan administrator.

§18-381.14. Limitation of liability.

§18-381.15. Examination and audit reports from Director of the Office of Thrift Supervision – Assessments and fees – Special examinations.

§18-381.16. Filing requirements for new mutual and stock associations.

§18-381.17. Contents of certificate of incorporation.

§18-381.18. Application and supporting data.

§18-381.19. Order – Certificate of authority.

§18-381.20. Payment into escrow account - Required savings capital.

§18-381.21. Corporate existence - Organizational meeting.

§18-381.22. Corporate name.

§18-381.23. Exclusiveness of name.

§18-381.24. Change of office location - Change of name.

§18-381.24a. Branch banking - Deposit limitation – Certificate - Penalty.

§18-381.24b. Detached facilities - Certificate - Making of loans prohibited - Penalty.

§18-381.24c. Military savings facilities - Certificate - Application - Functions permitted - Penalty.

§18-381.24d. Consumer banking electronic facilities - Assistance in operation of facility - Access - Authority of federal savings associations.

§18-381.24e. Operations centers.

§18-381.24f. Origination of loans and deposit accounts at locations other than main or branch office.

§18-381.24g. Association subsidiary as agent of holding company.

§18-381.25. Amendment of certificate of incorporation.

§18-381.26. Bylaws - Resolutions of savings and loan associations - Limiting director's liability.

§18-381.27. Membership and voting rights.

§18-381.28. Members meetings.

§18-381.29. Voting by proxy.

§18-381.30. Quorum.

§18-381.31. Directors.

§18-381.31a. Examination of association affairs by board of directors.

§18-381.32. Officers.

§18-381.33. Indemnification - Directors, officers, employees and agents.

§18-381.34. Fidelity bonds - Waiver.

§18-381.36. Reserves and liquidity.

§18-381.37. Capital - Deposit accounts - Liability.

§18-381.38. Classification of deposit accounts.

§18-381.39a. Joint accounts – P.O.D. accounts – Designation of beneficiaries - Payment.

§18-381.40a. Totten Trusts – Express trusts - Payment.

§18-381.41a. Deposit accounts with minors – Authority to control – Loans to minors prohibited.

§18-381.42. Deposit accounts of incompetents.

§18-381.43. Deposit accounts of administrators, executors, conservators, guardians, trustees or other fiduciaries.

§18-381.44. Payment to administrator or executor of deceased nonresident.

§18-381.45. Power of attorney - Revocation.

§18-381.46. Right to withdraw.

§18-381.47. Notice and payment of withdrawals.

§18-381.48a. Sole owner accounts without payable-on-death beneficiary – Transfer of deposits to known heirs - Affidavit.

§18-381.49. Earnings on deposit accounts.

§18-381.50. Requirements to become deposit-type association or stock association.

§18-381.51. Deposits authorized.

§18-381.52a. Additional association powers and authorities – Special or fiduciary duties or obligations.

§18-381.52b. Deposit accounts that may be provided.

§18-381.53a. Permanent capital stock - Treasury stock - Redemption - Paid-in surplus - Dividends - Minimum capital requirements.

§18-381.53b. Impairment of permanent capital stock - Notice - Appraisals - Assessments.

§18-381.53c. Refusal or neglect to pay assessment - Sale of stock - Payment of assessment.

§18-381.53d. Proceeds from assessment - Disposition.

§18-381.53e. Permits to sell stock - Application - Issue of permit - Conditions - Amendment, alteration or revocation.

§18-381.53f. Insurance.

§18-381.54. General powers.

§18-381.55. Investment in real property.

§18-381.56. Investment in securities.

§18-381.57. Loans.

§18-381.58. Loan rates of interest.

§18-381.59. Conversion into federal association.

§18-381.60. Conversion into state-chartered association.

§18-381.61. Merger or consolidation.

§18-381.62. Voluntary liquidation.

§18-381.63a. Purchase and sale of assets and business of association - Authorization and approval - Assumption of certificates of deposit - Transfer of fiduciary positions.

§18-381.64. Authorized foreign associations.

§18-381.65. Limited certificate of authority - Activities of unauthorized associations.

§18-381.66. Federal associations.

§18-381.66a. Conversion into national banking association or Oklahoma-chartered bank - Vesting of property rights - Pending actions - Conversion of mutual associations - Disposition of preexisting reserves.

§18-381.66b. Conversion of national banking association or Oklahoma-chartered bank into stock association.

§18-381.66c. Merger of national banking associations or Oklahoma-chartered banks into stock association - Approval by boards of directors - Terms of agreement - Approval by Board - Approval by stockholders.

§18-381.66d. Merger of stock association into national banking association - Rights and liabilities of association and stockholders - Applicable law.

§18-381.71. Definitions.

§18-381.73. Acquisition of control - Prohibited transactions - Approval of acquisition - Branching, acquisition and conversion by subsidiaries - Limitations and restrictions - Applicable law - Penalties.

§18-381.74. Taking possession by Commissioner.

§18-381.75. Reorganization plan.

§18-381.76. Liquidation by Commissioner.

§18-381.77. Liquidation by Federal Deposit Insurance Corporation.

§18-381.78. Removal of officer, director or employee by Commissioner.

§18-381.79. Appeal of orders.

§18-381.80. Criminal offenses - Penalties.

§18-381.81. Payment or reimbursement by association for fine, penalty or judgment upon another person.

§18-381.82. Receipt of deposit after notification of insolvency.

§18-381.83. Certain persons prohibited from serving as officer or director.

§18-381.84. Criminal embezzlement, abstraction, or misapplication of association funds.

§18-381.85. Publishing, uttering, or circulating false statement or representation.

§18-381.86. Injunctions – Enforcement of orders.

§18-411. Reports - Misapplication of funds solicited.

§18-421. Corporations authorized - Formation - Purposes.

§18-422. Articles of incorporation.

§18-423. Filing of articles - Certificate - Election by existing corporations.

§18-424. Amendment of articles.

§18-425. Powers.

§18-426. Stock.

§18-427. Voting rights.

§18-428. Liability of subscribers and shareholders.

§18-429. Directors - Selection and term - Quorum.

§18-430. Removal of director or officer - Vacancies.

§18-431. Liability of directors.

§18-432. Dividends and profits - Reserve fund.

§18-433. Illegal dividends - Liability of directors.

§18-434. Financial statements.

§18-435. Use of word "cooperative".

§18-436. Forfeiture of charter.

§18-437. Short title.

§18-437.1. Rural electric cooperatives authorized.

§18-437.2. Powers.

§18-437.3. Name.

§18-437.4. Incorporators.

§18-437.5. Articles of incorporation.

§18-437.6. Bylaws.

§18-437.7. Members.

§18-437.8. Board of trustees.

§18-437.9. Voting districts.

§18-437.10. Officers.

§18-437.11. Amendment of articles of incorporation - Change of location without amending articles.

§18-437.12. Consolidation.

§18-437.13. Merger.

§18-437.14. Effect of consolidation or merger.

§18-437.15. Conversion of existing corporations.

§18-437.16. Initiative by members.

§18-437.17. Dissolution.

§18-437.18. Filing of articles - Certificate of incorporation - Filing.

§18-437.19. Refunds to members.

§18-437.20. Disposition of property.

§18-437.21. Nonliability of members, trustees and officers for debts of cooperative.

§18-437.22. Waiver of notice.

§18-437.23. Foreign corporation.

§18-437.24. Fees.

§18-437.25. Exemption from excise and income taxes - License fee.

§18-437.27. Oklahoma Uniform Securities Act of 2004 exemption.

§18-437.28. Definitions.

§18-437.29. Construction of act.

§18-438.1. Short title of act.

§18-438.2. Organization authorized - Purpose.

§18-438.3. Definitions.

§18-438.4. Powers of cooperative.

§18-438.5. Name.

§18-438.6. Incorporators.

§18-438.7. Articles of incorporation.

§18-438.8. Bylaws.

§18-438.9. Membership - Shares of stock - Qualification as patron.

§18-438.10. Meetings of members.

§18-438.11. Waiver of notice of meeting.

§18-438.12. Board of trustees.

§18-438.13. Division of territory into districts.

§18-438.14. Officers.

§18-438.15. Amendment of articles of incorporation.

§18-438.16. Change of location of principal office.

§18-438.17. Consolidation of cooperatives.

§18-438.18. Merger of cooperatives.

§18-438.19. Effect of consolidation or merger.

§18-438.20. Conversion of other corporations into cooperatives.

§18-438.21. Dissolution.

§18-438.22. Presentation and filing of papers with Secretary of State.

§18-438.23. Operation for mutual benefit - Disposition of receipts and revenues.

§18-438.24. Mortgages, deeds of trust or pledges - Sale, lease, etc.

§18-438.25. Members and shareholders not liable for debts.

§18-438.26. Recording instruments - Lien.

§18-438.27. Safety standards.

§18-438.28. Acknowledgment of instruments.

§18-438.29. Foreign nonprofit or cooperative corporation - Extensions of lines into state.

§18-438.30. Connections with other lines.

§18-438.31. Rates.

§18-438.32. Approval of Corporation Commission - Orders - Certificate not required.

§18-438.33. Cooperatives, nonprofit and mutual corporations and associations subject to act - Corrected articles of incorporation.

§18-438.34. Partial invalidity.

§18-438.35. Act deemed amendment of Constitution.

§18-439.1. Conversion of grain elevator corporations to cooperatives - Procedure.

§18-439.2. Filing articles of conversion with Secretary of State - Issuance of certificate of conversion.

§18-441-101. Short title.

§18-441-102. Definitions.

§18-441-103. Limited cooperative association subject to amendment or repeal of the Uniform Limited Cooperative Association Act of 2009.

§18-441-104. Nature of limited cooperative association.

§18-441-105. Purpose and duration of limited cooperative association.

§18-441-106. Powers.

§18-441-107. Governing law.

§18-441-108. Supplemental principles of law.

§18-441-109. Requirements of other laws.

§18-441-110. Relation to restraint of trade and antitrust laws.

§18-441-111. Name.

§18-441-112. Reservation of name.

§18-441-113. Effect of organic rules.

§18-441-114. Required information.

§18-441-115. Business transactions of member with limited cooperative association.

§18-441-116. Dual capacity.

§18-441-117. Designated office and agent for service of process.

§18-441-118. Change of designated office or agent for service of process.

§18-441-119. Resignation of agent for service of process.

§18-441-120. Service of process.

§18-441-201. Signing of records delivered for filing to Secretary of State.

§18-441-202. Signing and filing of records pursuant to judicial order.

§18-441-203. Delivery to and filing of records by Secretary of State - Effective time and date.

§18-441-204. Correcting filed record.

§18-441-205. Liability for inaccurate information in filed record.

§18-441-206. Certificate of good standing or authorization.

§18-441-207. Annual report for Secretary of State.

§18-441-208. Filing fees.

§18-441-301. Organizers.

§18-441-302. Formation of limited cooperative association - Articles of organization.

§18-441-303. Organization of limited cooperative association.

§18-441-304. Bylaws.

§18-441-401. Authority to amend organic rules.

§18-441-402. Notice and action on amendment of organic rules.

§18-441-403. Method of voting on amendment of organic rules.

§18-441-404. Voting by district, class, or voting group.

§18-441-405. Approval of amendment.

§18-441-406. Restated articles of organization.

§18-441-407. Amendment or restatement of articles of organization - Filing.

§18-441-501. Members.

§18-441-502. Becoming a member.

§18-441-503. No power as member to bind association.

§18-441-504. No liability as member for association’s obligations.

§18-441-505. Right of member and former member to information.

§18-441-506. Annual meeting of members.

§18-441-507. Special meeting of members.

§18-441-508. Notice of members meeting.

§18-441-509. Waiver of members meeting notice.

§18-441-510. Quorum of members.

§18-441-511. Voting by patron members.

§18-441-512. Determination of voting power of patron member.

§18-441-513. Voting by investor members.

§18-441-514. Voting requirements for members.

§18-441-515. Manner of voting.

§18-441-516. Action without a meeting.

§18-441-517. Districts and delegates - Classes of members.

§18-441-601. Member’s interest.

§18-441-602. Patron and investor members’ interests.

§18-441-603. Transferability of member’s interest.

§18-441-604. Security interest and set-off.

§18-441-605. Charging orders for judgment creditor of member or transferee.

§18-441-701. Authority.

§18-441-702. Marketing contracts.

§18-441-703. Duration of marketing contract.

§18-441-704. Remedies for breach of contract.

§18-441-801. Board of directors.

§18-441-802. No liability as director for limited cooperative association’s obligations.

§18-441-803. Qualifications of directors.

§18-441-804. Election of directors and composition of board.

§18-441-805. Term of director.

§18-441-806. Resignation of director.

§18-441-807. Removal of director.

§18-441-808. Suspension of director by board.

§18-441-809. Vacancy on board.

§18-441-810. Remuneration of directors.

§18-441-811. Meetings.

§18-441-812. Action without meeting.

§18-441-813. Meetings and notice.

§18-441-814. Waiver of notice of meeting.

§18-441-815. Quorum.

§18-441-816. Voting.

§18-441-817. Committees.

§18-441-818. Standards of conduct and liability.

§18-441-819. Conflict of interest.

§18-441-820. Other considerations of directors.

§18-441-821. Right of director or committee member to information.

§18-441-822. Appointment and authority of officers.

§18-441-823. Resignation and removal of officers.

§18-441-901. Indemnification.

§18-441-1001. Members’ contributions.

§18-441-1002. Contribution and valuation.

§18-441-1003. Contribution agreements.

§18-441-1004. Allocations of profits and losses.

§18-441-1005. Distributions.

§18-441-1006. Redemption or repurchase.

§18-441-1007. Limitations on distributions.

§18-441-1008. Liability for improper distributions - Limitation of action.

§18-441-1009. Relation to state securities law.

§18-441-1101. Member’s dissociation.

§18-441-1102. Effect of dissociation as member.

§18-441-1103. Power of estate of member.

§18-441-1201. Dissolution and winding up.

§18-441-1202. Nonjudicial dissolution.

§18-441-1203. Judicial dissolution.

§18-441-1204. Voluntary dissolution before commencement of activity.

§18-441-1205. Voluntary dissolution by the board and members.

§18-441-1206. Winding up.

§18-441-1207. Distribution of assets in winding up limited cooperative association.

§18-441-1208. Known claims against dissolved limited cooperative association.

§18-441-1209. Other claims against dissolved limited cooperative association.

§18-441-1210. Court proceeding.

§18-441-1211. Administrative dissolution.

§18-441-1212. Reinstatement following administrative dissolution.

§18-441-1213. Denial of reinstatement - Appeal.

§18-441-1214. Statement of dissolution.

§18-441-1215. Statement of termination.

§18-441-1301. Derivative action.

§18-441-1302. Proper plaintiff.

§18-441-1303. Pleading.

§18-441-1304. Approval for discontinuance or settlement.

§18-441-1305. Proceeds and expenses.

§18-441-1401. Governing law.

§18-441-1402. Application for certificate of authority.

§18-441-1403. Activities not constituting transacting business.

§18-441-1404. Issuance of certificate of authority.

§18-441-1405. Noncomplying name of foreign cooperative.

§18-441-1406. Revocation of certificate of authority.

§18-441-1407. Cancellation of certificate of authority - Effect of failure to have certificate.

§18-441-1408. Action by Attorney General.

§18-441-1501. Disposition of assets not requiring member approval.

§18-441-1502. Member approval of other disposition of assets.

§18-441-1503. Notice and action on disposition of assets.

§18-441-1504. Disposition of assets.

§18-441-1601. Definitions.

§18-441-1602. Conversion.

§18-441-1603. Action on plan of conversion by converting limited cooperative association.

§18-441-1604. Filings required for conversion - Effective date.

§18-441-1605. Effect of conversion.

§18-441-1606. Merger.

§18-441-1607. Notice and action on plan of merger by constituent limited cooperative association.

§18-441-1608. Approval or abandonment of merger by members.

§18-441-1609. Filings required for merger - Effective date.

§18-441-1610. Effect of merger.

§18-441-1611. Consolidation.

§18-441-1612. Article not exclusive.

§18-441-1701. Uniformity of application and construction.

§18-441-1702. Relation to Electronic Signatures in Global and National Commerce Act.

§18-441-1703. Savings clause.

§18-441-1704. Act deemed amendment of Constitution.

§18-471. Venue of actions.

§18-481. Corporation surety authorized.

§18-482. Permission to do business - Statements - Deposit.

§18-483. Surety contracts, liberal construction of.

§18-484. Quarterly reports - Revocation of authority - Inquiry into solvency - Additional security.

§18-485. Actions - Venue - Bond considered made where.

§18-486. Failure to pay judgment.

§18-487. Estopped to deny liability.

§18-488. Penalty for failure to comply.

§18-489. Fiduciaries - Cost of bond as lawful expense - Amount of bond.

§18-490. Cancellation of bond - Grounds - Notice.

§18-491. Agreement between principal and surety for deposit of monies and assets.

§18-543. Right to hold real property limited.

§18-549. Charitable and educational corporations may engage in business.

§18-550. Power to borrow money and incur indebtedness - Mortgage or pledge of property - Liability of property to taxation.

§18-552.1. Citation.

§18-552.1a. Oklahoma Solicitation of Charitable Contributions Act.

§18-552.2. Definitions.

§18-552.3. Registration - Fee - Information to be filed - Out-of-state organizations.

§18-552.4. Persons and organizations exempt.

§18-552.6. Records - Inspection.

§18-552.7. Professional fundraisers - Registration - Fees - Name and address changes.

§18-552.8. Contracts.

§18-552.9. Professional solicitors - Registration - Fees.

§18-552.13. Reciprocal agreements with other states.

§18-552.14a. Professional fundraisers - Violations of act.

§18-552.16. Powers and duties not restricted.

§18-552.19. Availability of registration information - Electronic registration.

§18-552.20. Secretary of State Charitable Solicitations Revolving Fund.

§18-552.21. Attorney General Charitable Solicitations Enforcement Revolving Fund.

§18-552.22. Effectiveness of registrations made prior to act.

§18-552.23. Restrictions on imposing annual filing or reporting requirements on organizations.

§18-553.1. Solicitation under certain promises prohibited.

§18-553.2. Solicitations by regulated organizations not prohibited.

§18-553.3. Penalties.

§18-561. Trustees of religious corporations, selection.

§18-562. Alternative articles for religious association - Recording - Powers.

§18-563. Title vests in successors in trust.

§18-564.1. Extinct church, religious corporation, etc. - Preservation and protection of property.

§18-564.2. Association, etc. of same denomination or creed to have jurisdiction.

§18-564.3. Petition to district court - Final order - Transfer of title and possession.

§18-564.4. Notice of hearing.

§18-564.5. Lien or reversionary interest not affected.

§18-571. School property - How held.

§18-572. Objects of expenditure.

§18-573. Powers of corporation.

§18-574. Degrees conferred.

§18-575. Mechanics and agriculture.

§18-581. Benevolent and charitable corporations - Purposes.

§18-582. Transfer of membership.

§18-583. Fraternal beneficiary societies - Change of name.

§18-584. Use of society name exclusive.

§18-585. Persons not entitled to wear insignia, use name or claim membership.

§18-586. Violation enjoined.

§18-587. Penalty.

§18-588. Benevolent corporations may own real or personal property.

§18-589. Charter as benevolent corporation - Trustees - Bylaws.

§18-590. Community fund or chest corporations - Notice of meetings - Quorum.

§18-591. Community fund or chest corporations - Amendment of articles of incorporation.

§18-592. Fire departments for unincorporated areas - Incorporation.

§18-593. Fire departments for unincorporated areas - Service fees - Insurance.

§18-594. Fire departments for unincorporated areas - Status as state agency - Nonliability for tort.

§18-601. Right of way - Use of public ground, streets and highways - Use of railroad property - Interstate highway system.

§18-602. State highway rights-of-way - Prior notification required.

§18-603. Request from counties to telephone line owners for future installation information.

§18-671. Share-purchase options or warrants and shares issued pursuant thereto.

§18-801. Short title.

§18-802. Statutory policy.

§18-803. Definitions.

§18-804. Formation of professional entity.

§18-805. Applicability of associated acts.

§18-806. Purpose of formation of professional entity.

§18-807. Name of professional entity.

§18-808. Office.

§18-809. License requirement.

§18-810. Managers and stockholders.

§18-811. Professional services through owners, managers, employees and agents.

§18-812. Professional relationship preserved.

§18-813. Professional regulation.

§18-814. Prohibited acts.

§18-815. Death or disqualification of shareholders - Sole shareholder - Withdrawal.

§18-817. Prior corporation.

§18-818. Certificates.

§18-819. Inapplicability of conflicting laws and rules.

§18-863. Nonprofit corporations for creating rural water and sewer districts - Exemption from taxation and assessments.

§18-865. Liability of directors - Findings of Legislature.

§18-866. Immunity of directors - Scope and extent.

§18-867. Director - Breach of fiduciary duty - Liability.

§18-868. Nonprofit corporations for benefit of towns, cities and counties - Issuance of indebtedness - Exemption from taxation.

§18-901. Short title.

§18-902. Definitions.

§18-903. Organization - Purpose.

§18-904. Powers.

§18-905. Limitation on amount of capital stock acquired by member - Minimum capital stock.

§18-906. Members - Acceptance of loans.

§18-907. Board of directors.

§18-908. Voting rights.

§18-909. Retention of certain earnings.

§18-910. Deposit of funds.

§18-911. Amendment of articles of incorporation.

§18-912. Audits and reports.

§18-951. Prohibition on forming - Exceptions.

§18-952. Revocation of license - Vacation of franchise - Penalties.

§18-953. Actions for divestment of interest in land held by corporation - Exemptions - Dissolution of corporation.

§18-954. Exemptions.

§18-954.1. Application of Sections 951 through 956 - Production of nursery stock.

§18-955. Limitations on ownership - Exceptions.

§18-956. Action for divestment - Cost - Attorney fees.

§18-1001. Short title.

§18-1002. Scope of Act.

§18-1004. Reserved Power of State to Amend or Repeal - Oklahoma General Corporation Act Part of Corporation's Chapter or Certificate of Incorporation.

§18-1004.1. Application of act to nonstock corporations.

§18-1005. Incorporators - How Corporation Formed - Purposes.

§18-1006. Certificate of incorporation - contents.

§18-1007. Execution, acknowledgment, filing and effective date of original certificate of incorporation and other instruments - Exceptions.

§18-1008. Certificate of incorporation - Definition.

§18-1009. Certificate of Incorporation and Other Certificates - Evidence.

§18-1010. Commencement of Corporate Existence.

§18-1011. Powers of Incorporators.

§18-1012. Organization meeting of incorporators or directors named in certificate of incorporation.

§18-1013. Bylaws.

§18-1014. Emergency bylaws and other powers in emergency.

§18-1014.1. Interpretation and enforcement of corporate instruments and provisions of this title.

§18-1014.2. Forum selection provisions.

§18-1014.3. Document form, signature and delivery.

§18-1015. General Powers.

§18-1016. Specific powers.

§18-1016.1. Protected service area – Establishment of water district required..

§18-1017. Powers respecting securities of other corporations or entities.

§18-1018. Lack of Corporate Capacity or Power, Effect - Ultra Vires.

§18-1019. Private foundations; powers and duties.

§18-1020. Limitations Upon Real Estate Ownership.

§18-1021. Registered office in state - Principal office or place of business in state.

§18-1022. Registered agent in state - Resident agent.

§18-1023. Change of location of registered office; change of registered agent.

§18-1024. Change of address or name of registered agent.

§18-1025. Resignation of Registered Agent Coupled with Appointment of Successor.

§18-1026. Resignation of registered agent not coupled with appointment of successor; absence of registered agent.

§18-1027. Board of directors – Powers – Number – Qualifications - Terms and quorum – Committees - Classes of directors - Nonstock corporations - Reliance upon books - Action without meeting; etc.

§18-1028. Officers - Titles, Duties, Selection, Term - Failure to Elect - Vacancies.

§18-1029. Loans to Employees and Officers - Guaranty of Obligations of Employees and Officers.

§18-1030. Interested Directors - Quorum.

§18-1031. Indemnification of officers, directors, employees and agents – Insurance.

§18-1032. Classes and series of stock; rights, etc.

§18-1033. Issuance of stock, lawful consideration - Fully paid stock.

§18-1034. Consideration for Stock.

§18-1035. Determination of amount of capital - Capital, surplus and net assets defined.

§18-1036. Fractions of Shares.

§18-1037. Partly paid shares.

§18-1038. Rights and options respecting stock.

§18-1039. Stock certificates – Uncertificated shares.

§18-1040. Shares of Stock - Personal Property, Transfer and Taxation.

§18-1041. Corporation's powers respecting ownership, voting, etc. of its own stock - Rights of stock called for redemption.

§18-1042. Issuance of Additional Stock - When and by Whom.

§18-1043. Liability of Shareholder or Subscriber for Stock not Paid in Full.

§18-1044. Payment for Stock Not Paid in Full.

§18-1045. Failure to Pay for Stock - Remedies.

§18-1046. Revocability of Pre-Incorporation Subscriptions.

§18-1047. Formalities Required of Stock Subscriptions.

§18-1048. Situs of Ownership of Stock.

§18-1049. Dividends - Payment - Wasting asset corporations.

§18-1050. Special Purpose Reserves.

§18-1051. Liability of directors as to dividends or stock redemption.

§18-1052. Declaration and Payment of Dividends.

§18-1053. Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption - Exoneration from Liability - Contribution among Directors - Subrogation.

§18-1054. Transfer of Stock, Stock Certificates and Uncertificated Stock.

§18-1055. Restriction on transfer of securities.

§18-1055.1. Ratification of defective corporate acts and stock.

§18-1055.2. Proceedings regarding validity of defective corporate acts and stock.

§18-1056. Meetings of shareholders.

§18-1057. Voting Rights of Shareholders - Proxies - Limitations.

§18-1058. Fixing date for determination of shareholders of record.

§18-1059. Cumulative Voting.

§18-1060. Voting rights of members of nonstock corporations - Quorum - Proxies.

§18-1061. Quorum and required vote for stock corporations.

§18-1062. Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock.

§18-1063. Voting trusts and other voting agreements.

§18-1064. List of shareholders entitled to vote - Penalty for refusal to produce stock ledger.

§18-1065. Inspection of books and records.

§18-1065.1. Access to proxy solicitation materials – Proxy expense reimbursement.

§18-1066. Voting, Inspection and Other Rights of Bondholders and Debenture Holders.

§18-1067. Notice of meetings and adjourned meetings.

§18-1068. Vacancies and newly created directorships.

§18-1069. Form of records.

§18-1070. Contested election of directors - Proceedings to determine validity.

§18-1071. Appointment of custodian or receiver of corporation on deadlock or for other cause.

§18-1072. Powers of court in elections of directors.

§18-1073. Consent of shareholders in lieu of meeting.

§18-1074. Waiver of notice.

§18-1075. Exception to requirements of notice.

§18-1075.1. Voting procedures and inspectors of elections.

§18-1075.2. Electronic notice – Effectiveness - Revocation of consent.

§18-1075.3. Single written notice to shareholders sharing an address.

§18-1076. Amendment of certificate of incorporation before receipt of payment for stock.

§18-1077. Amendment of certificate of incorporation after receipt of payment for stock - Nonstock corporations.

§18-1078. Retirement of stock.

§18-1079. Reduction of Capital.

§18-1080. Restated certificate of incorporation.

§18-1081. Merger or consolidation of domestic corporations.

§18-1082. Merger or consolidation of domestic and foreign corporations - Service of process upon surviving or resulting corporation.

§18-1083. Merger of parent corporation and subsidiary corporation or corporations.

§18-1083.1. Merger of parent entity and subsidiary corporation or corporations.

§18-1084. Merger or consolidation of domestic nonstock not for profit corporations.

§18-1085. Merger or consolidation of domestic and foreign nonstock corporations - Service of process upon surviving or resulting corporation.

§18-1086. Merger or consolidation of domestic stock and nonstock corporations.

§18-1087. Merger or consolidation of domestic and foreign stock and nonstock corporations.

§18-1088. Status, Rights, Liabilities, etc. of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation.

§18-1089. Powers of Corporation Surviving or Resulting from Merger or Consolidation - Issuance of Stock, Bonds or Other Indebtedness.

§18-1090. Effect of Merger Upon Pending Actions.

§18-1090.1. Share acquisitions.

§18-1090.2. Merger or consolidation of a domestic corporation and an entity.

§18-1090.3. Business combinations with interested shareholders.

§18-1090.4. Conversion of an entity to a domestic corporation.

§18-1090.5. Conversion of domestic corporation to an entity.

§18-1091. Appraisal rights.

§18-1092. Sale, lease or exchange of assets; consideration - Procedure.

§18-1093. Mortgage or Pledge of Assets.

§18-1094. Dissolution of Joint Venture Corporation Having Two Shareholders.

§18-1095. Dissolution before the issuance of shares or beginning business – Procedure.

§18-1096. Dissolution – Procedure.

§18-1097. Dissolution of nonstock corporation - Procedure.

§18-1099. Continuation of corporation after dissolution for purposes of suit and winding up affairs.

§18-1100. Trustees or receivers for dissolved corporations; appointment; powers; duties.

§18-1100.1. Notice to claimants - Filing of claims.

§18-1100.2. Payment and distribution to claimants and shareholders.

§18-1100.3. Foreign corporations; definition; qualification to do business in state; procedure.

§18-1101. Jurisdiction of Court.

§18-1104. Revocation or forfeiture of charter - proceedings.

§18-1105. Dissolution or Forfeiture of Charter by Decree of Court - Filing.

§18-1106. Receivers for insolvent corporations - Appointment and powers.

§18-1107. Title to Property - Filing Order of Appointment - Exception.

§18-1108. Notices to Shareholders and Creditors.

§18-1109. Receivers or Trustees - Inventory - List of Debts and Reports.

§18-1110. Creditors' Proofs of Claims - When Barred - Notice.

§18-1111. Adjudication of Claims - Appeal.

§18-1112. Sale of Perishable or Deteriorating Property.

§18-1113. Compensation, Costs and Expenses of Receiver or Trustee.

§18-1114. Substitution of Trustee or Receiver as Party - Abatement of Actions.

§18-1115. Liens for Wages or Products When Corporation is Insolvent.

§18-1116. Discontinuance of Liquidation.

§18-1117. Compromise or arrangement between corporation and creditors or shareholders.

§18-1118. Proceedings under Federal Bankruptcy Code; Effectuation.

§18-1119. Revocation of voluntary dissolution - Restoration of expired certificate of incorporation.

§18-1120. Revival of certificate of incorporation.

§18-1121. Status of corporation.

§18-1122. Failure of Corporation to Obey Order of Court - Appointment of Receiver.

§18-1123. Failure of Corporation to Obey Writ of Mandamus - Quo Warranto Proceedings for Forfeiture of Charter.

§18-1124. Actions Against Officers, Directors or Shareholders to Enforce Liability of Corporation - Unsatisfied Judgment Against Corporation.

§18-1125. Action by Officer, Director or Shareholder Against Corporation for Corporate Debt Paid.

§18-1126. Shareholder's derivative action - Allegation of stock ownership - Award of costs and attorney fees.

§18-1127. Liability of corporation, etc. - Impairment by certain transactions.

§18-1128. Defective Organization of Corporation as Defense.

§18-1129. Usury - Pleading by Corporation.

§18-1130. Foreign corporations - Definition - Qualification to do business in state - Procedure

§18-1131. Additional requirements in case of change of name, mailing address, authorized capital or business purpose, or merger, consolidation or conversion.

§18-1132. Exceptions to Requirements.

§18-1133. Change of registered agent upon whom process may be served.

§18-1134. Violations and penalties.

§18-1135. Withdrawal of foreign corporation from state - Procedure - Service of process on Secretary of State.

§18-1136. Service of process on nonqualifying foreign corporations.

§18-1137. Actions By and Against Unqualified Foreign Corporations.

§18-1138. Foreign Corporations Doing Business Without Having Qualified - Injunctions.

§18-1139. Reservation of Corporate Name.

§18-1140. Trade names.

§18-1140.1. Withdrawal of trade name.

§18-1140.2. Transfer of trade name.

§18-1140.3. Amendment of trade name report.

§18-1141. Prohibition on use of same or indistinguishable names; Exceptions.

§18-1142. Filing and other service fees.

§18-1142.1. Fees for telephone assistance.

§18-1142.2. Treatment of payment as credit.

§18-1143. Duplication of Oklahoma General Corporation Act by Secretary of State - Distribution.

§18-1144. Required filing with the county clerk following a merger or consolidation, or a change of corporate name.

§18-1145. Control shares - definition.

§18-1146. Control share acquisition - definition.

§18-1147. Interested shares - Definition.

§18-1148. Issuing public corporation - definition.

§18-1148A. Other definitions.

§18-1149. Law governing control share voting rights.

§18-1150. Notice of control share acquisition.

§18-1151. Shareholder meeting to determine control share voting rights.

§18-1152. Notice of shareholder meeting.

§18-1153. Resolution granting control share voting rights.

§18-1154. Redemption of control shares.

§18-1155. Rights of dissenting shareholders.

§18-1201. Short title - Oklahoma Benefit Corporation Act - Applicability.

§18-1202. Definitions.

§18-1203. Incorporation.

§18-1204. Amending certificate of incorporation for existing corporations.

§18-1205. Termination of benefit corporation status.

§18-1206. General public benefit purpose.

§18-1207. Duties of board of directors, committees of the board and individual directors.

§18-1208. Duties of officers.

§18-1209. Liability – Benefit enforcement proceeding.

§18-1210. Annual statement.

§18-2000. Short title.

§18-2001. Definitions.

§18-2002. Purposes for formation.

§18-2003. Powers and authority.

§18-2004. Filing the articles of organization.

§18-2005. Articles of organization - Contents.

§18-2006. Execution of articles - Evidence of authority - Signatures.

§18-2007. Delivery of articles to Secretary of State - Filing - Time when effective.

§18-2008. Name of company - Restrictions.

§18-2009. Reservation and transfer of company name.

§18-2010. Registered office and agent.

§18-2011. Articles of organization - Amendment.

§18-2012. Articles of correction.

§18-2012.1. Cancellation of articles of organization.

§18-2012.2. Operating agreement of LLC.

§18-2013. Managers - Qualifications - Powers.

§18-2014. Managers - Election – Removal - Resignation.

§18-2015. Management of company without designated managers - Resignation of member.

§18-2016. Managers - Duties - Good faith - Liability.

§18-2017. Member or manager - Limitation or elimination of liability - Indemnification - Creation of series or groups.

§18-2018. Managers - Majority vote required.

§18-2019. Managers as agents.

§18-2019.1. Title to property - Transfer.

§18-2020. Voting rights of members.

§18-2021. Records required to be kept - Member access to information - Managers may inspect and copy records.

§18-2022. Liability solely as manager or member.

§18-2023. Contribution of member - Form.

§18-2024. Performance of obligations - Compromise - Remedies for failure to perform.

§18-2025. Profits and losses – Distributions.

§18-2026. Distributions - Time.

§18-2028. Distribution - Cash - Asset in kind.

§18-2029. Distribution - Status and rights of member.

§18-2030. Restrictions on distributions - Determination of prohibited distributions - Effect of distribution – Indebtedness.

§18-2031. Wrongful distribution - Liability of member - Action for recovery.

§18-2032. Membership interest as personal property.

§18-2033. Assignability of membership interest.

§18-2034. Judgment creditor - Rights - Exclusive remedy.

§18-2035. Assignee of interest becoming member - Rights and powers, restrictions and liabilities - Assignor's liabilities- Time of admission of member.

§18-2036. Events causing cessation of membership - Withdrawal - Death or incapacity.

§18-2037. Dissolution - Activities after dissolution.

§18-2038. Decree of dissolution.

§18-2039. Winding up business or affairs - Ways - Acts and transactions of member or manager - Presumptive notice.

§18-2040. Distribution of assets upon winding up.

§18-2041. Articles of dissolution.

§18-2042. Foreign limited liability company - Laws governing - Powers, rights and privileges.

§18-2043. Foreign limited liability company - Registration procedure.

§18-2044. Foreign limited liability company - Duties of Secretary of State.

§18-2045. Foreign limited liability company - Name.

§18-2046. Foreign limited liability company - Correction certificate - Recording changes.

§18-2047. Foreign limited liability company - Certificate of withdrawal.

§18-2048. Foreign limited liability company - Necessity of registration to transact business in state.

§18-2049. Foreign limited liability company - Acts not constituting transacting business in state.

§18-2050. Foreign limited liability company - Action to restrain transacting business in state.

§18-2051. Action to recover judgment - Conditions.

§18-2052. Derivative action - Complaint.

§18-2053. Derivative action - Expenses - Disposition of proceeds.

§18-2054. Agreement of merger of consolidation.

§18-2054.1. Conversion of an entity to a limited liability company.

§18-2054.2. Conversion of limited liability company to an entity.

§18-2054.3. Appraisal rights.

§18-2054.4. Series of members, managers or membership interests having separate rights - Personal obligation of member or manager.

§18-2055. Fees.

§18-2055.1. Failure to pay registered agent fees.

§18-2055.2. Annual certificate for domestic limited liability company and foreign limited liability company.

§18-2055.3. Reinstatement of a limited liability company.

§18-2056. Action to compel execution or filing of articles or other documents.

§18-2057. Application of act to foreign and interstate commerce.

§18-2058. Rules of construction of act.

§18-2059. District court - Jurisdiction.

§18-2060. Cases not provided for in act.

§18-2061. Public benefit limited liability companies.

§18-2062. Certain amendments and mergers; Votes required.

§18-2063. Duties of members or managers.

§18-2064. Periodic statements and third-party certification.

§18-2065. Derivative suits.

§18-2066. No effect on other limited liability companies.

§18-2067. Accomplishment by other means.