2013 Oklahoma Statutes
Title 18 - Corporations


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<html> <head> <STYLE type="text/css"> body {padding-left:90pt;width:612pt} p {margin-top:0pt;margin-bottom:0pt} .cls0 {font-size:12pt;font-family:'Courier New', monospace;} .cls2 {margin-left:100pt;} .cls3 {margin-left:136pt;} .cls7 {margin-left:172pt;} .cls8 {margin-left:208pt;} .cls4 {margin-left:64pt;} .cls5 {margin-left:93pt;} .cls6 {text-align:center;} .cls1 {text-align:justify;} </STYLE> <title>&sect;18-1</title> </head> <body> <p><span class="cls0">&sect;18-1.248. Statutes, acts, and parts thereof specifically repealed.&nbsp;</span></p> <p><span class="cls0">The following statutes, acts, and parts thereof are hereby specifically repealed: Sections 121 to 126, inclusive, Title 12, Oklahoma Statutes 1941; Sections 891 to 896, inclusive, Title 12, Oklahoma Statutes 1941; Sections 1 to 186, inclusive, Title 18, Oklahoma Statutes 1941; and, Sections 451 to 459, inclusive, Title 18, Oklahoma Statutes 1941; Sections 501 to 508, inclusive of Title 18, O.S. 1941; Section 1 of Chapter 1, Title 18, Session Laws of 1945; and Section 1 to 25, inclusive, of Chapter 2, Title 18, Session Laws of 1945.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1947, p. 188, &sect; 248.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.1. Short title.&nbsp;</span></p> <p><span class="cls0">Sections 381.1 through 381.78 of this title and Sections 6, 7, 8, 25, 26, 27, 32, 37, 38, 39, 46, 50, 51, and 80 through 87 of this act shall be known and may be cited as the "Oklahoma Savings and Loan Code".&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 1, eff. June 1, 1970. Amended by Laws 1987, c. 61, &sect; 1, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 1, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 1, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.2. Definitions.&nbsp;</span></p> <p><span class="cls0">As used in the Oklahoma Savings and Loan Code:&nbsp;</span></p> <p><span class="cls0">1. "Act" or "this act" means the Oklahoma Savings and Loan Code;&nbsp;</span></p> <p><span class="cls0">2. "Association" means a savings and loan association or savings bank, including any association previously referred to as a building and loan association, incorporated and now existing under the laws of this state or hereafter incorporated under this act or which is otherwise authorized to transact savings and loan association or savings bank business under this act;&nbsp;</span></p> <p><span class="cls0">3. "Branch" means any place of business separated from the main office of an association at which deposits are received, checks paid, or money lent;&nbsp;</span></p> <p><span class="cls0">4. "Capital accounts" means permanent capital stock, undivided profits, surplus or reserves;&nbsp;</span></p> <p><span class="cls0">5. "Certificate of Authority" means a certificate issued by the Commissioner authorizing an association to transact association business;&nbsp;</span></p> <p><span class="cls0">6. "Commissioner" means the State Banking Commissioner, or the State Deputy Banking Commissioner when acting on behalf of the Commissioner pursuant to subsections C or E of Section 201 of Title 6 of the Oklahoma Statutes;&nbsp;</span></p> <p><span class="cls0">7. "Consumer banking electronic facility" means any electronic device owned, operated, leased by or on behalf of a bank, savings association, or credit union other than a telephone or modem operated by a customer of a depository institution, to which a person may initiate an electronic fund transfer. The term includes, without limitations, a point-of-sale terminal, automatic teller machine, automated loan machines, video banking centers, or any other similar electronic devices;&nbsp;</span></p> <p><span class="cls0">8. "Department" means the Oklahoma State Banking Department;&nbsp;</span></p> <p><span class="cls0">9. "Deposit account" means any form of deposit, share or other account maintained by a depositor at an association, including demand deposit accounts, whether evidenced by a passbook, certificate, or otherwise, and which does not represent permanent capital stock;&nbsp;</span></p> <p><span class="cls0">10. "Deposit association" means an association which is qualified to accept deposit accounts or which becomes so qualified pursuant to this act;&nbsp;</span></p> <p><span class="cls0">11. "Earnings" means the money payable or to be credited to holders of deposit accounts by an association as payment for the use of the funds which constitute such accounts. Earnings on deposit accounts in a deposit association may be designated as interest, and earnings on other deposit accounts may be designated as dividends;&nbsp;</span></p> <p><span class="cls0">12. "Existing mutual association" means a mutual association which was authorized to do business in Oklahoma on the effective date of this act;&nbsp;</span></p> <p><span class="cls0">13. "Federal association" means a savings and loan association or savings bank organized and existing under the laws of the United States;&nbsp;</span></p> <p><span class="cls0">14. "Foreign association" means any firm, company, association, partnership or corporation, by whatever name called, actually engaged in the savings association business, which is not organized under the laws of this state or of the United States;&nbsp;</span></p> <p><span class="cls0">15. "Insured association" means an association the deposit accounts of which are insured by the Federal Deposit Insurance Corporation to the extent provided by federal law;&nbsp;</span></p> <p><span class="cls0">16. "Main office" means the office location which has been designated by the Commissioner or the Office of Thrift Supervision as the main office of an association;&nbsp;</span></p> <p><span class="cls0">17. "Member" means the holder of a deposit account of a mutual association, and also includes the owner of real estate upon which the mutual association holds a mortgage or deed of trust;&nbsp;</span></p> <p><span class="cls0">18. "Mutual association" means an association which derives its principal capital from the deposit accounts of its members and whose members have the right to participate in the management of the association. The term includes any association organized or existing under prior laws of this state. A mutual association is not a deposit association unless and until it becomes qualified as such;&nbsp;</span></p> <p><span class="cls0">19. "Net worth" of a stock association shall mean the aggregate of the permanent capital stock account, paidin surplus, earned surplus, legal and federal insurance reserves and undivided profits;&nbsp;</span></p> <p><span class="cls0">20. "Permanent capital stock" means that part of the capital or liabilities of an association representing ownership of the association and which is not subject to being withdrawn or the value paid to the holder thereof unless and until all other liabilities of the association have been fully liquidated and paid;&nbsp;</span></p> <p><span class="cls0">21. "Shares" or "share accounts" means any deposit account issued by a mutual association in the form of installment shares, optional installment shares, full paid shares, prepaid shares, savings shares, or other shares by whatever name called, evidenced by passbook, certificate, or other evidence or holding;&nbsp;</span></p> <p><span class="cls0">22. "Stock association" means an association which issues permanent capital stock and which limits the right to participate in the management of the association to the holders of such permanent capital stock. Stock associations are also deposit associations;&nbsp;</span></p> <p><span class="cls0">23. "Stockholder" means the holder of permanent capital stock;&nbsp;</span></p> <p><span class="cls0">24. "Withdrawable account" means a deposit account of an association which does not represent permanent capital stock; and&nbsp;</span></p> <p><span class="cls0">25. "Withdrawal value" means the amount paid to an association on a deposit account plus earnings credited thereto, less lawful deductions therefrom.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 2, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 1, eff. July 1, 1979; Laws 1986, c. 219, &sect; 4, emerg. eff. June 9, 1986; Laws 1988, c. 65, &sect; 2, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 1, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 29, eff. July 1, 1993; Laws 2000, c. 81, &sect; 2, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.2a. Successor agency to Federal Savings and Loan Insurance Corporation - Construction of terms.&nbsp;</span></p> <p><span class="cls0">Wherever the terms "Federal Savings and Loan Insurance Corporation" or "FSLIC" appear in the Oklahoma Statutes, such terms shall be deemed to refer to the successor agency to the Federal Savings and Loan Insurance Corporation established pursuant to federal law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1993, c. 183, &sect; 30, eff. July 1, 1993.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.3. Conformity of existing associations.&nbsp;</span></p> <p><span class="cls0">The certificate of incorporation and certificate of authority to transact business as an association, of every association heretofore organized under the laws of this state and existing as of January 1, 2000, shall continue in full force and effect, and the same shall be deemed as modified to conform with this act without the adoption of a new certificate of incorporation or issuance of a new certificate of authority. The contracts, obligations and liabilities of every such association, and the contracts, notes, mortgages, investments and other assets and rights of every kind and nature held by it, as well as its bylaws and resolutions, shall continue in full force and effect. Every such association and every association hereafter incorporated shall have perpetual existence, subject to merger, conversion or liquidation pursuant to the provisions of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 3, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 3, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 3, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.4. Existing capital accounts.&nbsp;</span></p> <p><span class="cls0">The shares of capital, savings share accounts or other capital accounts of every existing association, and the certificates and passbooks evidencing the same, in whatever form issued, shall continue in full force and effect with full deposit account holders' rights, including the right to withdraw, to vote and to share in distribution of assets upon liquidation of the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 4, eff. June 1, 1970. Amended by Laws 2000, c. 81, &sect; 4, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.5. Abolition of Oklahoma Savings and Loan Board - Transfer of power, duties and responsibilities to State Banking Commissioner.&nbsp;</span></p> <p><span class="cls0">A. The Oklahoma Savings and Loan Board is abolished. The power, duties and responsibilities exercised by the Oklahoma Savings and Loan Board shall be transferred to the State Banking Commissioner. All unexpended funds, property, records, personnel and outstanding financial obligations and encumbrances of the Oklahoma Savings and Loan Board are hereby transferred to the Oklahoma State Banking Department.&nbsp;</span></p> <p><span class="cls0">B. Any reference to the Oklahoma Savings and Loan Board in the Oklahoma Statutes or in rules promulgated pursuant to the Oklahoma Statutes shall mean the State Banking Commissioner.&nbsp;</span></p> <p><span class="cls0">C. The rules promulgated by the Oklahoma Savings and Loan Board shall continue in effect until such rules are amended or repealed by rule of the Commissioner promulgated pursuant to the provisions of Article I of the Administrative Procedures Act, Section 250.3 et seq. of Title 75 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 5, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 4, emerg. eff. March 25, 1988; Laws 1993, c. 183, &sect; 31, eff. July 1, 1993; Laws 2000, c. 81, &sect; 5, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.5a. Repealed by Laws 2013, c. 227, &sect; 4, eff. Nov. 1, 2013.&nbsp;</span></p> <p><span class="cls0">&sect;18-381.6. Repealed by Laws 1993, c. 183, &sect; 73, eff. July 1, 1993.&nbsp;</span></p> <p><span class="cls0">&sect;18-381.6a. Records - Confidentiality.&nbsp;</span></p> <p><span class="cls0">A. The following records in the Oklahoma State Banking Department are designated as public records:&nbsp;</span></p> <p><span class="cls0">1. All applications for association charters and branches and supporting information with the exception of personal financial records of individual applicants;&nbsp;</span></p> <p><span class="cls0">2. All records introduced at public hearings on association charter and branch applications;&nbsp;</span></p> <p><span class="cls0">3. Information disclosing the failure of an association, a foreign association and their branches in this state and the reasons therefor;&nbsp;</span></p> <p><span class="cls0">4. Reports of completed investigations which uncover a shortage of funds in an association or an out-of-state association and branches of either, after the reporting of the shortage to proper authorities by the State Banking Commissioner;&nbsp;</span></p> <p><span class="cls0">5. Names of all stockholders and officers of associations, foreign associations, holding companies, and branches of foreign associations located in this state filed in the office of the Secretary of State; and&nbsp;</span></p> <p><span class="cls0">6. Regular financial call reports of associations.&nbsp;</span></p> <p><span class="cls0">B. All other records in the Department shall be confidential and not subject to public inspection. However, the Commissioner may, in the sole discretion of the Commissioner, divulge such confidential information after receipt of a written request which shall:&nbsp;</span></p> <p><span class="cls0">1. Specify the record or records to which access is requested; and&nbsp;</span></p> <p><span class="cls0">2. Give the reasons for the request.&nbsp;</span></p> <p><span class="cls0">Such records may also be produced pursuant to a valid judicial subpoena or other legal process requiring production, if the Commissioner determines that the records are relevant to the hearing or proceeding and that production is in the best interests of justice. The records may be disclosed only after a determination by the Commissioner that good cause exists for the disclosure. Either prior to or at the time of any disclosure, the Commissioner shall impose such terms and conditions as the Commissioner deems necessary to protect the confidential nature of the record, the financial integrity of any institution to which the record relates, and the legitimate privacy of any individual named in such records.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 6, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.7a. Examinations &ndash; Reports by associations - Penalty.&nbsp;</span></p> <p><span class="cls0">A. 1. The State Banking Commissioner shall, at least every eighteen (18) months or as often as the Commissioner deems advisable, examine every association, and for the purpose of making such examinations and special examinations, shall have full access to all books, papers, securities, records and other sources of information under the control of the association. The Commissioner shall make and file in the office of the Commissioner a report in detail disclosing the results of such examination. The Commissioner shall mail a copy of the report to the association examined. However, the Commissioner may accept, in lieu of any three consecutive association examinations, an examination of the association by the Office of Thrift Supervision, if conducted within a reasonable period of time, and if a copy of the examination is furnished to the Commissioner.&nbsp;</span></p> <p><span class="cls0">2. The Commissioner may also accept any other report relative to the condition of an association, which shall include joint or concurrent examinations that may be obtained by the authorities within a reasonable period, in lieu of such report authorized by the laws of this state to be required of such association by the Oklahoma State Banking Department, provided a copy of such report is furnished to the Commissioner.&nbsp;</span></p> <p><span class="cls0">3. The Commissioner may enter into cooperative, coordinating and information-sharing agreements with the Federal Deposit Insurance Corporation, the Federal Home Loan Bank Board, or the Office of Thrift Supervision with respect to the periodic examination or other supervision of any association.&nbsp;</span></p> <p><span class="cls0">4. When requested in writing upon authority of the board of directors or stockholders owning a majority of the capital stock of any association, the Commissioner shall, if in the opinion of the Commissioner such examination is desirable, make or cause to be made an examination into the affairs and conditions of such association. For such examination, the association shall pay the same fees as provided for in subsection D of Section 381.15 of this title.&nbsp;</span></p> <p><span class="cls0">B. Every association shall make two reports each year. Associations may be required to make more reports if called upon by the Commissioner. All reports shall be according to the form which may be prescribed by the Commissioner. The reports shall be verified by the oath or affirmation of the president, cashier or secretary of such association and attested by the signatures of at least two of the directors. Each report shall exhibit, in detail and under appropriate headings, the resources and liabilities of the association at the close of business on any last day specified by the Commissioner, shall be transmitted to the Commissioner within thirty (30) calendar days after the call date, and may, at the option of the association, be published at the expense of the association in the same form in which it is presented to the Commissioner. The Commissioner shall also have the power to request special reports from any association whenever, in the judgment of the Commissioner, such reports are necessary in order to gain a full and complete knowledge of its condition. However, the reports authorized and required by this section, to be requested by the Commissioner, shall relate to a date prior to the date of such request and such prior date shall be specified in the request. Additionally, the Commissioner may accept, in lieu of the reports referred to in this section, reports made by associations that are members of the Federal Home Loan Bank System on forms provided by the Federal Home Loan Bank System.&nbsp;</span></p> <p><span class="cls0">C. Every association which fails to make and transmit any report required pursuant to this section shall be subject to a penalty, at the discretion of the Commissioner, not to exceed Fifty Dollars ($50.00) for each day, after the specified period, that the association delays to make and transmit its report. Whenever any association delays or refuses to pay the penalty herein imposed for a failure to make and transmit a report, the Commissioner is hereby authorized to maintain an action in the name of the state against the delinquent association for the recovery of such penalty, and all sums collected by such action shall be paid into the State Treasury to be credited to the General Revenue Fund.&nbsp;</span></p> <p><span class="cls0">D. The Commissioner may provide a form for the examinations and reports set forth in this section. All examinations and reports received by the Commissioner shall be preserved in the office of the Commissioner for a period of not less than five (5) years. The preservation may be in an electronic format, and paper copies or originals need not be retained. Such examination, reports and all other records of operating associations in the Department are to be kept confidential, except as permitted by this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 7, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.8. Repealed by Laws 1993, c. 183, &sect; 73, eff. July 1, 1993.&nbsp;</span></p> <p><span class="cls0">&sect;18-381.8a. Preservation of documents &ndash; Electronically stored or imaged documents or reproductions.&nbsp;</span></p> <p><span class="cls0">All documents which the Oklahoma State Banking Department is required, by any provision of this act or by any other statute or rule of this state, to retain or preserve in its possession may be retained and preserved, in lieu of retention of the original records or copies, in an electronic format and stored by electronic imaging or otherwise so that the documents may be reproduced later. Any such electronically stored or imaged document or reproduction shall have the same force and effect as the original document and be admitted in evidence as if such document was the original.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 8, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.9. Repealed by Laws 2000, c. 81, &sect; 88, eff. Nov. 1, 2000.&nbsp;</span></p> <p><span class="cls0">&sect;18381.10. Certificate of authority.&nbsp;</span></p> <p><span class="cls0">No association or foreign association shall transact business or operate in this state without a certificate of authority issued by the State Banking Commissioner.&nbsp;</span></p> <p><span class="cls0">Laws 1970, c. 101, &sect; 10, eff. June 1, 1970; Laws 1993, c. 183, &sect; 34, eff. July 1, 1993.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.11. Supervision by State Banking Commissioner &ndash; Additional powers &ndash; Orders &ndash; Notice and hearing &ndash; Temporary orders &ndash; Cooperative agreements - Opinions.&nbsp;</span></p> <p><span class="cls0">A. The State Banking Commissioner shall have general supervision of associations, in addition to the authority set forth in other sections of this act. In addition to other powers conferred by this act, the Commissioner shall have the power to order an association, a holding company of an association, shareholder, officer, director, or employee to:&nbsp;</span></p> <p><span class="cls0">1. Maintain an accounting system in accordance with such rules as may be prescribed by the Commissioner; provided, the accounting system required shall have due regard to the size of the association;&nbsp;</span></p> <p><span class="cls0">2. Observe methods and standards which the Commissioner may prescribe for determining the value of various types of assets;&nbsp;</span></p> <p><span class="cls0">3. Charge off the whole or part of an asset which at the time of the Commissioner's action could not lawfully be acquired;&nbsp;</span></p> <p><span class="cls0">4. Write down an asset to its market value;&nbsp;</span></p> <p><span class="cls0">5. Record liens and other interests in property;&nbsp;</span></p> <p><span class="cls0">6. Obtain a financial statement from a borrower to the extent the association can do so;&nbsp;</span></p> <p><span class="cls0">7. Obtain insurance against damage to real estate taken as security;&nbsp;</span></p> <p><span class="cls0">8. Search, or obtain insurance for, the title to real estate taken as security;&nbsp;</span></p> <p><span class="cls0">9. Maintain adequate insurance against such other risks as the Commissioner may determine to be necessary and appropriate for the protection of depositors and the public; and&nbsp;</span></p> <p><span class="cls0">10. Cease and desist from engaging in any act or transaction, or doing any act in furtherance thereof, which would constitute a violation of the provisions of this act, applicable federal laws, the applicable laws of another state, or a lawful regulation issued thereunder, or to cease and desist from engaging in any unsafe or unsound practice.&nbsp;</span></p> <p><span class="cls0">B. Before issuing an order provided for in subsection A of this section, the Commissioner shall give reasonable notice and opportunity for a hearing. However, if the Commissioner makes written findings of fact that the protection of depositors will be harmed by delay in issuing an order provided for in subsection A of this section, the Commissioner may issue a temporary order pending the hearing on the order provided for in subsection A of this section. The temporary order shall remain in effect until three (3) business days after the hearing on the order provided for in subsection A of this section and shall become final if the association subject to the order fails within fifteen (15) days after the receipt of the order to request a hearing to determine whether the temporary order should be modified, vacated, or become final. If a hearing on the temporary order is not held upon written request, the temporary order shall dissolve, and the order provided for in subsection A of this section shall not be issued except upon reasonable notice and opportunity for hearing.&nbsp;</span></p> <p><span class="cls0">C. The Commissioner may enter into cooperative, coordinating, and information-sharing agreements with any other supervisory agencies or any organization affiliated with or representing one or more supervisory agencies with respect to the periodic examination or other supervision of any association, bank holding company, or branch in this state or an out-of-state association, or any branch of an Oklahoma-chartered association in any other state, and the Commissioner may accept such reports of examination and reports of investigation in lieu of conducting the Commissioner's own examinations or investigations.&nbsp;</span></p> <p><span class="cls0">D. The Commissioner may enter into cooperative agreements with other regulatory agencies to facilitate the regulation of associations and holding companies doing business in this state. The Commissioner may accept reports of examinations and other records from such other agencies in lieu of the Oklahoma State Banking Department conducting the examinations of associations controlled by out-of-state holding companies. The Commissioner may take any action jointly with other regulatory agencies having concurrent jurisdiction over associations and holding companies or may take such actions independently in order to carry out the Commissioner's responsibilities.&nbsp;</span></p> <p><span class="cls0">E. 1. The Commissioner may issue interpretive statements containing matters of general policy for the guidance of associations subject to this act. The Commissioner may amend or repeal an interpretative statement by issuing an amended statement or notice of repeal of a statement and shall provide notice thereof and make it available upon request to all associations chartered under this act.&nbsp;</span></p> <p><span class="cls0">2. The Commissioner may issue opinions in response to specific requests from members of the public or the association industry directly or through the Deputy State Banking Commissioner or the attorneys of the Department. The Commissioner may amend or repeal an opinion by issuing an amended statement or notice of repeal of an opinion and shall provide notice thereof and make it available upon request to all associations chartered under this act. However, the requesting party may rely on the original opinion if:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;all material facts were originally disclosed to the Commissioner,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;considerations of safety and soundness of the affected association are not implicated with respect to further and prospective reliance on the original opinion, and&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;the text and interpretation of relevant governing provisions of this act have not been changed by legislative or judicial action.&nbsp;</span></p> <p><span class="cls0">3. An interpretive statement or opinion issued under this section does not have the force of law and is not a rule.&nbsp;</span></p> <p><span class="cls0">F. Upon failure of such association to comply with the order or requirements of the Commissioner, the Commissioner may suspend the certificate of authority to transact business of such association, or the Commissioner may place the association in receivership in the manner provided by this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 11, eff. June 1, 1970. Amended by Laws 1993, c. 183, &sect; 35, eff. July 1, 1993; Laws 2000, c. 81, &sect; 9, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.12. Repealed by Laws 1993, c. 183, &sect; 73, eff. July 1, 1993.&nbsp;</span></p> <p><span class="cls0">&sect;18381.13. Savings and loan administrator.&nbsp;</span></p> <p><span class="cls0">The State Banking Commissioner may appoint a savings and loan administrator with special duties and authority of conducting and supervising examinations of associations in addition to such other duties as the Commissioner may assign to the savings and loan administrator.&nbsp;</span></p> <p><span class="cls0">The bond of the savings and loan administrator shall be the same as that set for the Deputy State Banking Commissioner.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 13, eff. June 1, 1970. Amended by Laws 1979, c. 173, &sect; 10; Laws 1988, c. 65, &sect; 7, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 10, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.14. Limitation of liability.&nbsp;</span></p> <p><span class="cls0">The State Banking Commissioner, or any member of his staff including any member of the Savings and Loan Advisory Council, shall not be liable in any civil action for damages for any act done or omitted in good faith in performing the functions of his office.&nbsp;</span></p> <p><span class="cls0">Laws 1970, c. 101, &sect; 14, eff. June 1, 1970; Laws 1993, c. 183, &sect; 36, eff. July 1, 1993.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.15. Examination and audit reports from Director of the Office of Thrift Supervision &ndash; Assessments and fees &ndash; Special examinations.&nbsp;</span></p> <p><span class="cls0">A. In the case of any insured association which is examined periodically by the Director of the Office of Thrift Supervision, and whose financial records are audited periodically in accordance with regulations of the Director of the Office of Thrift Supervision, the State Banking Commissioner may accept such examination and audit reports, and rely upon accuracy thereof, in lieu of examinations by the savings and loan administrator. It shall be the responsibility of each insured association to provide such reports to the Commissioner within ten (10) days of such time as such reports are received from the agency, person or firm preparing them. The Commissioner may require a special examination of any association to be made at any time when in the judgment of the Commissioner an examination may be necessary.&nbsp;</span></p> <p><span class="cls0">B. The Commissioner shall charge and collect assessments from each association chartered pursuant to this act on each One Thousand Dollars ($1,000.00) of assets, or major fraction thereof, at a rate established by the Commissioner. The Commissioner may charge and collect assessments on an annual basis and may, in addition to any annual assessment, charge and collect a special assessment from each association, at rates established by the Commissioner. Assessments shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes. Effective January 1, 2005, and each year thereafter, twenty percent (20%) of all assessments collected pursuant to this subsection shall be deposited to the General Revenue Fund of the State Treasury. The annual assessments shall be paid to the Oklahoma State Banking Department no later than the fifth day of February in each year.&nbsp;</span></p> <p><span class="cls0">C. The Commissioner shall charge and collect from each association under the supervision of the Commissioner an annual fee, in addition to the assessment set forth in subsection B of this section, of not more than Five Hundred Dollars ($500.00), which shall be deposited in the Oklahoma State Banking Department revolving fund as set forth in Section 211.1 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">D. Whenever it is deemed advisable by the Commissioner, a special examination of an association may be conducted. The expense of the Department necessarily incurred in the special examination shall be chargeable to the association at a rate not in excess of Fifty Dollars ($50.00) per examiner per hour plus travel expenses as provided by Section 201.1 of Title 6 of the Oklahoma Statutes for each examining person while engaged at such association.&nbsp;</span></p> <p><span class="cls0">E. Each foreign association doing business in this state under a certificate of authority shall furnish to the Commissioner, with each annual examination report, a statement showing the total amount of Oklahoma real estate loans and other loans made to Oklahoma residents. The annual supervisory fee of every such foreign association shall be computed and paid on the aggregate amount of such loans at the rate of twelve cents ($0.12) per One Thousand Dollars ($1,000.00) of such loans.&nbsp;</span></p> <p><span class="cls0">F. Except as otherwise provided by law, all fees set by the Commissioner or otherwise provided for in rules promulgated by the Commissioner shall be deposited in the Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 15, eff. June 1, 1970. Amended by Laws 1975, c. 236, &sect; 2, emerg. eff. May 30, 1975; Laws 1979, c. 173, &sect; 11; Laws 1988, c. 65, &sect; 8, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 2, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 37, eff. July 1, 1993; Laws 2000, c. 81, &sect; 11, eff. Nov. 1, 2000; Laws 2003, c. 356, &sect; 8, emerg. eff. June 3, 2003.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.16. Filing requirements for new mutual and stock associations.&nbsp;</span></p> <p><span class="cls0">At any time hereafter when ten or more individuals, residents of this state, desire to form a mutual association, or one or more individuals, residents of this state, desire to form a stock association under the provisions of this act, such persons, hereinafter referred to as the incorporators, shall file with the State Banking Commissioner the following:&nbsp;</span></p> <p><span class="cls0">1. Four copies of the proposed certificate of incorporation, signed and acknowledged by all of the incorporators and addressed to the Secretary of State;&nbsp;</span></p> <p><span class="cls0">2. An original and three copies of an application for a certificate of authority to transact business as an association, addressed to the Commissioner;&nbsp;</span></p> <p><span class="cls0">3. Four copies of the proposed bylaws for the proposed association;&nbsp;</span></p> <p><span class="cls0">4. A remittance of Two Hundred Dollars ($200.00) payable to the Secretary of State of Oklahoma, as the incorporation fee in lieu of the fees prescribed by paragraph 9 of subsection A of Section 1142 of this title, which shall not be applicable to an association; and&nbsp;</span></p> <p><span class="cls0">5. A deposit of Two Thousand Dollars ($2,000.00) payable to the Commissioner to be used for the purpose of defraying expenses of an investigation and report of the feasibility of the proposed association and other expenses incidental to the consideration of the application.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 16, eff. June 1, 1970. Amended by Laws 1975, c. 236, &sect; 3, emerg. eff. May 30, 1975; Laws 1984, c. 229, &sect; 7, operative July 1, 1984; Laws 1988, c. 65, &sect; 9, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 3, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 38, eff. July 1, 1993; Laws 2000, c. 81, &sect; 12, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.17. Contents of certificate of incorporation.&nbsp;</span></p> <p><span class="cls0">The certificate of incorporation shall set forth:&nbsp;</span></p> <p><span class="cls0">1. The name of the association;&nbsp;</span></p> <p><span class="cls0">2. That its term of existence is perpetual;&nbsp;</span></p> <p><span class="cls0">3. That the purpose for which it is formed is to engage in the business of an association pursuant to the Oklahoma Savings and Loan Code and the rules promulgated thereunder;&nbsp;</span></p> <p><span class="cls0">4. The place where it is to maintain the main office for the transaction of business;&nbsp;</span></p> <p><span class="cls0">5. The names and addresses of the incorporators, and the amounts of the deposit accounts or number of shares of stock subscribed by each of them;&nbsp;</span></p> <p><span class="cls0">6. If the association will be a stock association, the number of shares of stock of each class to be authorized and issued and the par value per share; and&nbsp;</span></p> <p><span class="cls0">7. Such other proper provisions to govern the business and affairs of the association as may be desired by the incorporators.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 17, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 10, emerg. eff. March 25, 1988; Laws 1993, c. 183, &sect; 39, eff. July 1, 1993; Laws 2000, c. 81, &sect; 13, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.18. Application and supporting data.&nbsp;</span></p> <p><span class="cls0">The application for a certificate of authority to transact business as an association shall be accompanied by data concerning the community in which the proposed association is to be located, the occupations of the incorporators, and a plan for payment of expenses of the proposed association until it is incorporated and is granted a certificate of authority, in the case of a stock association, or until it becomes selfsustaining from its own operating income in the case of a mutual association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 18, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 11, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 14, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.19. Order &ndash; Certificate of authority.&nbsp;</span></p> <p><span class="cls0">The State Banking Commissioner shall act upon and issue an order granting or denying each application for a certificate of authority. If the Commissioner finds that the application should be granted, the Commissioner shall designate the amount of deposit accounts required and fix a reasonable time within which the funds subscribed may be placed in escrow in a bank or trust company approved by the Commissioner, to be delivered to the association after incorporation or returned to the subscribers if incorporation is not completed. The Commissioner may also require the incorporators to advance funds necessary to pay organizational expenses and other expenses for starting business, such advances to be repaid by the association after its incorporation and the granting of its certificate of authority, in the case of a stock association, or after its income is sufficient to meet reserve requirements, in the case of a mutual association, and further, in the case of a mutual association, to pay reasonable earnings on the deposit accounts of the association. If and when all requirements are met, a certificate of authority shall be issued by the Commissioner. The Secretary of State shall file the approved certificate of incorporation upon receipt of the incorporation fee. If the deposit accounts of the association are to be insured, approval shall be contingent upon the making, by the proposed association, of a bona fide application for insurance of accounts and deposits by the Federal Deposit Insurance Corporation and upon approval of such application by the Federal Deposit Insurance Corporation.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 19, eff. June 1, 1970. Amended by Laws 1975, c. 236, &sect; 4, emerg. eff. May 30, 1975; Laws 1988, c. 65, &sect; 12, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 4, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 40, eff. July 1, 1993; Laws 2000, c. 81, &sect; 15, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.20. Payment into escrow account - Required savings capital.&nbsp;</span></p> <p><span class="cls0">A. Before a certificate of authority is issued for a new mutual association, there shall be paid into the escrow fund as subscriptions to deposit accounts of the proposed association such aggregate amount as the State Banking Commissioner shall deem adequate, but, if insured, not less than an amount necessary to meet the requirements of the Federal Deposit Insurance Corporation. If the organizers intend to organize and operate the association without federal insurance on its deposit accounts, the amount paid into the escrow fund as subscriptions to deposit accounts of the proposed association shall be at the sole discretion of the Commissioner.&nbsp;</span></p> <p><span class="cls0">B. No permanent capital stock association may be organized hereafter unless, prior to the filing of its certificate of incorporation, such amounts of its permanent capital stock as the Commissioner shall deem adequate, but, if insured, not less than an amount necessary to meet the requirements of the Federal Deposit Insurance Corporation shall have been subscribed for and paid for in lawful money of the United States. If the organizers intend to organize and operate the association without federal insurance on its deposit accounts, the amount of permanent capital stock required shall be at the sole discretion of the Commissioner.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 20, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 2, eff. July 1, 1979; Laws 1987, c. 61, &sect; 3, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 13, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 5, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 41, eff. July 1, 1993; Laws 2000, c. 81, &sect; 16, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.21. Corporate existence Organizational meeting.&nbsp;</span></p> <p><span class="cls0">The corporate existence of an association shall begin on the date of filing of the certificate of incorporation with the Secretary of State and within thirty (30) days thereafter an organizational meeting shall be held by the deposit account holders or permanent capital stock subscribers pursuant to notice mailed to each of them not less than seven (7) days before the date of the meeting. At such meeting, bylaws of the association shall be adopted and directors shall be elected.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 21, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 3, eff. July 1, 1979; Laws 1988, c. 65, &sect; 14, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 17, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.22. Corporate name.&nbsp;</span></p> <p><span class="cls0">The name of every association hereafter incorporated pursuant to this act, and of any existing association which hereafter changes its name, shall be approved by the State Banking Commissioner. The name shall not so nearly resemble the name of another association or federal association as to be likely to deceive the public. Associations may operate under trade names as approved by the Commissioner.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 22, eff. June 1, 1970. Amended by Laws 1987, c. 61, &sect; 4, emerg. eff. May 4, 1987; Laws 1990, c. 118, &sect; 6, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 42, eff. July 1, 1993; Laws 2000, c. 81, &sect; 18, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.23. Exclusiveness of name.&nbsp;</span></p> <p><span class="cls0">No person, firm, company, partnership or corporation, either domestic or foreign, unless lawfully authorized to do business in this state under the provisions of this act, shall do business in this state under any name or title which contains the terms "savings and loan", "building and loan", "savings association", "savings bank" or combination of such terms in any manner which indicates or reasonably implies that its business is of the character or kind carried on or transacted by an association, or that is likely to lead any person to believe that such business is that of an association. Upon application by the Commissioner, or any association, a court of competent jurisdiction may issue an injunction to restrain any such entity from violating or continuing to violate the provisions of this section.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 23, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 15, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 19, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.24. Change of office location - Change of name.&nbsp;</span></p> <p><span class="cls0">No association shall move its main office or branch office, or change its name except with permission granted by order of the State Banking Commissioner. In the event permission is granted to move the main office to a town or city other than that named in the certificate of incorporation of the association, or to change the name, an amended certificate of incorporation shall be filed.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 24, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 16, emerg. eff. March 25, 1988; Laws 1990, c. 173, &sect; 19, emerg. eff. May 3, 1990; Laws 1993, c. 183, &sect; 43, eff. July 1, 1993; Laws 2000, c. 81, &sect; 20, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.24a. Branch banking - Deposit limitation &ndash; Certificate - Penalty.&nbsp;</span></p> <p><span class="cls0">A. Beginning on the effective date of this act, upon approval of the State Banking Commissioner, any association shall be authorized to establish and operate in this state, on real property owned or leased by the association, an unlimited number of branches by acquisition, de novo, or otherwise. Such branches may be fixed or mobile, and any permissible function, business, power, or activity of any kind of the association may be performed or engaged in at such location. However, branches established by acquisition shall be subject to the limitations as set forth in subsection B of this section.&nbsp;</span></p> <p><span class="cls0">B. 1. It shall be unlawful for any association to acquire any other association, federal association or bank in this state or any portion of its assets if such acquisition would result in the association having direct or indirect ownership or control of more than fifteen percent (15%) of the aggregate deposits of all financial institutions located in this state which have deposits insured by the Federal Deposit Insurance Corporation as determined by the Commissioner on the basis of the most recent reports of such institutions to their supervisory authorities which are available at the time of the proposed acquisition.&nbsp;</span></p> <p><span class="cls0">2. The deposit limitation provided for in this subsection shall not apply to disallow an acquisition of a bank, association or federal association if control results only by reason of ownership or control of shares of such financial institution acquired directly or indirectly:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;in a good faith fiduciary capacity, except when such shares are held for the benefit of the acquiring association's shareholders, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;by an association in the regular course of securing or collecting a debt previously contracted in good faith, or&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;at the request of or in connection with the exercise of regulatory authority for the purpose of preventing imminent failure of the bank, association or federal association or to protect the depositors thereof as determined by the principal supervisory agency in its sole discretion.&nbsp;</span></p> <p><span class="cls0">Provided, however, at the end of a period of five (5) years from the date of acquisition, for the circumstances set forth in subparagraphs b and c of this paragraph, the deposits of the acquired bank or association or federal association shall be included in computing the deposit limitation and if deposits are in excess, appropriate reductions and disposition shall be made within six (6) months to meet such limitations. Further, in the circumstances set forth in subparagraph c of this paragraph, the Commissioner and the Federal Deposit Insurance Corporation shall give priority in authorizing any such acquisition to any acquiring association whose total deposits do not exceed the deposit limitation.&nbsp;</span></p> <p><span class="cls0">C. 1. No association shall be permitted to establish or operate a branch except upon certificate issued by the Commissioner or Office of Thrift Supervision.&nbsp;</span></p> <p><span class="cls0">2. The application for a certificate to establish, operate, or relocate a branch of an association shall comply with the regulations of the Commissioner.&nbsp;</span></p> <p><span class="cls0">D. The provisions of this section shall not be construed in derogation or denial of the right to operate and maintain facilities as provided for in Sections 381.24b, 381.24c and 381.24d of this title.&nbsp;</span></p> <p><span class="cls0">E. A violation of any portion of this section, upon conviction, shall be a misdemeanor punishable by a fine not exceeding Five Hundred Dollars ($500.00). Each day's violation shall constitute a separate offense.&nbsp;</span></p> <p><span class="cls0">F. Nothing contained in this section shall be construed to limit the authority of federal savings associations to branch in accordance with federal law and regulations.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 20, emerg. eff. May 3, 1990. Amended by Laws 1992, c. 295, &sect; 29, eff. July 1, 1992; Laws 1993, c. 183, &sect; 44, eff. July 1, 1993; Laws 1994, c. 17, &sect; 1, emerg. eff. April 4, 1994; Laws 1996, c. 48, &sect; 1, emerg. eff. April 8, 1996; Laws 2000, c. 81, &sect; 21, eff. Nov. 1, 2000; Laws 2000, c. 205, &sect; 37, emerg. eff. May 17, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-381.24b. Detached facilities - Certificate - Making of loans prohibited - Penalty.&nbsp;</span></p> <p><span class="cls0">A. 1. Any association may maintain and operate, subject to the approval of the State Banking Commissioner as evidenced by the certificate of the Commissioner, outside attached facilities and detached facilities on real property owned or leased by the association having one or more tellers' windows for drive-in or walk-up service or both.&nbsp;</span></p> <p><span class="cls0">2. Any branch may maintain and operate outside attached facilities having one or more tellers' windows for drivein or walkup service or both on property owned or leased by the association.&nbsp;</span></p> <p><span class="cls0">B. 1. No association shall be permitted to maintain and operate such additional outside facilities except upon certificate issued by the Commissioner. The issuance of the certificates shall rest solely in the discretion of the Commissioner.&nbsp;</span></p> <p><span class="cls0">2. The application for a certificate to maintain and operate a detached facility shall comply with the rules of the Commissioner. An application fee shall be payable to the Oklahoma State Banking Department in an amount set by rule of the Commissioner.&nbsp;</span></p> <p><span class="cls0">3. Any association function may be performed at the facilities except that of making loans. Upon the recommendation of the Commissioner, the Attorney General shall bring an appropriate action to enjoin an association from conducting the making of loans at such facilities.&nbsp;</span></p> <p><span class="cls0">4. Any association validly operating a detached facility prior to May 3, 1990, shall be granted a certificate to continue its operation at such facility.&nbsp;</span></p> <p><span class="cls0">5. The provisions of this section shall not be construed in derogation or denial of the right to operate and maintain facilities as provided for in Sections 381.24c and 381.24d of this title.&nbsp;</span></p> <p><span class="cls0">C. A violation of any portion of this section shall be and constitute a misdemeanor punishable upon conviction by a fine not exceeding Five Hundred Dollars ($500.00). Each day's violation shall constitute a separate offense.&nbsp;</span></p> <p><span class="cls0">D. Nothing contained in this section shall be construed to limit the authority of federal savings associations to maintain and operate outside or detached facilities in accordance with federal law and regulations.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 21, emerg. eff. May 3, 1990. Amended by Laws 1993, c. 183, &sect; 45, eff. July 1, 1993; Laws 2000, c. 81, &sect; 22, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.24c. Military savings facilities - Certificate - Application - Functions permitted - Penalty.&nbsp;</span></p> <p><span class="cls0">A. Any association may, subject to the approval of the State Banking Commissioner as evidenced by its certificates, and subject to the approval of the military installation commander as evidenced by a letter of approval, maintain and operate a military savings facility on any military installation located in this state.&nbsp;</span></p> <p><span class="cls0">B. As used in this section, the term "military savings facility" shall mean a detached facility or branch maintained by an association upon a military installation within this state, provided such military savings facility must be within the confines of a military reservation and located upon property owned or leased by the United States government.&nbsp;</span></p> <p><span class="cls0">C. 1. No association shall be permitted to maintain and operate such military savings facility, except on certificate issued by the Commissioner. The issuance of such certificate shall rest solely in the discretion of the Commissioner.&nbsp;</span></p> <p><span class="cls0">2. The application for a certificate to maintain and operate a military savings facility shall comply with the regulations of the Commissioner. An application fee shall be payable to the Oklahoma State Banking Department in an amount set by rule of the Commissioner.&nbsp;</span></p> <p><span class="cls0">3. No association function shall be performed at the facility save that of accepting deposits, cashing checks, making change, selling drafts, cashier's checks, money orders, traveler's checks, etc., accepting payment for personal utility bills, redeeming and selling United States Savings Bonds, and such other services as the installation commander may request, in writing, of the association. Upon the recommendation of the Commissioner, the Attorney General shall bring an appropriate action to enjoin an association from conducting association functions at such facility other than those herein granted.&nbsp;</span></p> <p><span class="cls0">D. A violation of any portion of this section shall be and constitute a misdemeanor punishable upon conviction by a fine not exceeding Five Hundred Dollars ($500.00). Each day's violation shall constitute a separate offense.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 22, emerg. eff. May 3, 1990. Amended by Laws 1993, c. 183, &sect; 46, eff. July 1, 1993; Laws 2000, c. 81, &sect; 23, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.24d. Consumer banking electronic facilities - Assistance in operation of facility - Access - Authority of federal savings associations.&nbsp;</span></p> <p><span class="cls0">A. Any association may install, operate or utilize consumer banking electronic facilities, provided written notice is given to the State Banking Commissioner prior to the commencement of operations of each facility. Such notice shall contain any reasonable descriptive information pertaining to the facility as shall be required by the rules or regulations of the Commissioner.&nbsp;</span></p> <p><span class="cls0">B. A consumer banking electronic facility, when located other than at an association's main office or detached facility, may be operated exclusively by association customers or transactions may be performed through the assistance of any person provided that person is not employed, either directly or indirectly, by any association, association holding company or subsidiary thereof. Such assistance shall not be deemed to be engaging in association business. Persons assisting association customers at the site of a consumer banking electronic facility may be trained by association employees and nothing in this section shall be construed to prohibit periodic servicing of a consumer banking electronic facility by an association employee. Under no circumstances may an employee of an association, association holding company, affiliate or subsidiary thereof perform transactions for others at the consumer banking electronic facility. However, a consumer banking electronic facility located on the business premises of a person engaged in the sale of goods or services may be used to perform internal nonbanking functions for such persons.&nbsp;</span></p> <p><span class="cls0">C. Consumer banking electronic facility transactions shall be considered as the conduct of association transactions at the main office of the association for which the data is transmitted.&nbsp;</span></p> <p><span class="cls0">D. 1. An association or combination of associations or business entity or organization offering such services to an association which establishes or maintains a manned or unmanned consumer banking electronic facility or facilities shall make the use thereof available to associations located in this state on a fair and equitable basis of nondiscriminatory access and rates. Provided, that if a retailer does accept any credit or debit card or other system, nothing herein shall be construed to deprive such retailer of the right to accept or reject any other credit or debit card or other system offered by any other association or business entity.&nbsp;</span></p> <p><span class="cls0">2. An association or combination of associations which establishes and maintains a manned consumer banking electronic facility or facilities may make the use thereof available on a reciprocal basis to banks and credit unions located in this state on a fair and equitable basis of nondiscriminatory access and rates.&nbsp;</span></p> <p><span class="cls0">3. In the event of a dispute, the Commissioner shall have the jurisdiction to determine, after a hearing conducted upon notice and pursuant to regulations adopted by the Commissioner, what constitutes a fair and equitable basis of nondiscriminatory access and rates, based upon cost of installation and proportionate usage of the facility. A principal factor in any equitable formula of shared costs of installation and/or operation shall give weight to the number of transactions of each participating association.&nbsp;</span></p> <p><span class="cls0">4. Proceedings under this section shall be subject to Article II of the Administrative Procedures Act, Section 309 et seq. of Title 75 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">E. Nothing contained in this section shall be construed to limit the authority of federal savings associations to install, operate or utilize consumer banking electronic facilities in accordance with federal law and regulations.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 23, emerg. eff. May 3, 1990. Amended by Laws 1993, c. 183, &sect; 47, eff. July 1, 1993; Laws 2000, c. 81, &sect; 24, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.24e. Operations centers.&nbsp;</span></p> <p><span class="cls0">Upon written notice to the State Banking Commissioner, any association may establish one or more operations centers on property owned or leased by the association. For purposes of this section, "operations center" means an association facility separated from the main office of the association at which only the following association operations are conducted: computer processing, information systems, electronic communications, loan payment processing, bookkeeping, item processing, currency and coin processing and storage, data processing, and all support functions related thereto.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 25, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.24f. Origination of loans and deposit accounts at locations other than main or branch office.&nbsp;</span></p> <p><span class="cls0">Subject to rules as may be promulgated by the State Banking Commissioner, an association may utilize employees of the association to originate loans or originate deposit accounts, or both, at locations other than the main office or a branch office of such association, provided that the loan decision is made and the loan is funded at the main office or a branch office of the association and provided that no deposits shall be accepted or received at the deposit origination office.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 26, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.24g. Association subsidiary as agent of holding company.&nbsp;</span></p> <p><span class="cls0">A. Any association subsidiary of an association holding company may receive deposits, renew time deposits, close loans, service loans, and receive payments on loans and other obligations as an agent for any other bank or association owned or controlled by the same holding company.&nbsp;</span></p> <p><span class="cls0">B. Despite any other provision of law, an association as an agent in accordance with subsection A of this section for an affiliate shall not be considered a branch of the affiliate.&nbsp;</span></p> <p><span class="cls0">C. An agency relationship between subsidiary institutions pursuant to subsection A of this section shall be on terms that are consistent with safe and sound practices and all applicable regulations of any appropriate regulatory agency.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 27, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.25. Amendment of certificate of incorporation.&nbsp;</span></p> <p><span class="cls0">An amended certificate of incorporation must be signed and acknowledged by all of the directors of the association, and shall conform with the requirements for the original certificate of incorporation except that the names and addresses of the directors shall be stated in lieu of names of the incorporators. An amended certificate of incorporation shall be submitted to the State Banking Commissioner for approval and shall be filed with the Secretary of State upon payment by the association of the statutory filing fees for filing an amended certificate of incorporation.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 25, eff. June 1, 1970. Amended by Laws 1987, c. 61, &sect; 5, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 17, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 28, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.26. Bylaws Resolutions of savings and loan associations Limiting director's liability.&nbsp;</span></p> <p><span class="cls0">A. The bylaws of every association shall prescribe the notice and the time and place of the annual meeting of members or stockholders; the requirements for holding special meetings of members or stockholders; and the manner of determining the number and terms of office of the directors.&nbsp;</span></p> <p><span class="cls0">B. 1. Provisions with respect to directors' meetings, the selection and duties of officers, making of loans, issuance of various classes of deposit accounts or permanent capital stock, distribution of earnings, amendments of the bylaws, rights and obligations of members or stockholders, and any other matters concerning operations of the association not in conflict with this act or rules of the State Banking Commissioner and not otherwise inconsistent with law or the certificate of incorporation of the association may be included in the bylaws.&nbsp;</span></p> <p><span class="cls0">2. The bylaws or a resolution of an association as adopted or amended by the members or stockholders may include a provision eliminating or limiting the personal liability of a director to the association or its holding company, or to the shareholders of either for any negligence in the performance of his duties but not for:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;any breach of the director's duty of loyalty to the association or its holding company, or to the shareholders of either,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;acts or omissions not in good faith or which involve intentional misconduct or a violation of law, or&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;any transaction from which the director derived an improper personal benefit.&nbsp;</span></p> <p><span class="cls0">C. All bylaws and amendments hereafter adopted shall be promptly submitted to the Commissioner for approval. Any decision of the Commissioner disapproving proposed amendments may be appealed pursuant to the provisions of Section 207 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">D. The bylaws of each association shall constitute laws of the association, subordinate to this act, to the rules of the Commissioner, and to applicable federal regulations.&nbsp;</span></p> <p><span class="cls0">E. The provisions of the Oklahoma General Corporation Act shall, insofar as the Oklahoma General Corporation Act is not inconsistent with this act, govern associations operating pursuant to the provisions of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 26, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 4, eff. July 1, 1979; Laws 1987, c. 61, &sect; 6, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 18, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 7, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 48, eff. July 1, 1993; Laws 2000, c. 81, &sect; 29, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.27. Membership and voting rights.&nbsp;</span></p> <p><span class="cls0">Every holder of a deposit account of a mutual association and every borrower on the security of a mortgage or acquiring ownership of property upon which a mortgage is held by the association shall be deemed a member of such association. In a mutual association, a holder of a deposit account shall be entitled to one vote for each One Hundred Dollars ($100.00) of the deposit account of the holder, and a mortgagor or owner of property on which the association holds a mortgage shall be entitled to one vote at all meetings of the members. Holders of the capital stock in a stock association shall have exclusive voting rights.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 27, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 5, eff. July 1, 1979; Laws 2000, c. 81, &sect; 30, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.28. Members meetings.&nbsp;</span></p> <p><span class="cls0">An annual meeting of the members or stockholders of each association shall be held to elect directors, and special meetings of the members or stockholders may be called and held pursuant to such notice as may be provided by the bylaws.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1988, c. 65, &sect; 19, emerg. eff. March 25, 1988. &nbsp;</span></p> <p><span class="cls0">&sect;18381.29. Voting by proxy.&nbsp;</span></p> <p><span class="cls0">At any meeting of the members or stockholders of an association or federal association voting may be in person or by proxy appointing a person or group to cast the votes of the member or stockholder, provided that no proxy shall be eligible to be voted at any meeting unless such proxy shall have been filed with the association at least five (5) days prior to the date of the meeting. Unless otherwise specified in the proxy, every proxy shall continue in force from year to year until revoked by a writing duly delivered to the secretary or until superseded by a subsequent proxy.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 101, &sect; 29, eff. June 1, 1970; Laws 1978, c. 168, &sect; 7, eff. July 1, 1979. &nbsp;</span></p> <p><span class="cls0">&sect;18381.30. Quorum.&nbsp;</span></p> <p><span class="cls0">At an annual meeting or at any special meeting of the members any number of members present in person or by proxy eligible to be voted constitutes a quorum. At an annual meeting or at any special meeting of a stock association, stockholders of a majority of the stock held shall be present in person or by proxy eligible to be voted to constitute a quorum. A majority of all votes cast at any meeting of members shall determine any questions unless this act specifically provides otherwise.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 101, &sect; 30, eff. June 1, 1970; Laws 1978, c. 168, &sect; 8, eff. July 1, 1979. &nbsp;</span></p> <p><span class="cls0">&sect;18381.31. Directors.&nbsp;</span></p> <p><span class="cls0">A. The operating and business policies of each association shall be directed by a board of directors of not less than five nor more than fifteen persons elected by a majority of the votes of the members or stockholders present in person or by proxy at the annual meeting. Directors need not be members or stockholders unless so required by the association's certificate of incorporation or bylaws. A majority of the directors shall be bona fide residents of this state. Directors may be elected for a longer term than one (1) year if the bylaws so provide, but no director may be elected for a term longer than three (3) years, and the terms of at least two directors shall expire each year.&nbsp;</span></p> <p><span class="cls0">B. If a vacancy occurs with respect to the board of directors, the remaining directors, though less than a quorum, may fill such vacancy by electing a director or directors to serve the remainder of the unexpired term for the class of directors in which such vacancies exist.&nbsp;</span></p> <p><span class="cls0">C. The board of directors shall meet each year, following the annual members' or stockholders' meeting, and shall elect the officers at such meeting. Such additional meetings of the board of directors shall or may be held as the bylaws shall require or permit. A majority of the directors, if present at any meeting, shall constitute a quorum unless the bylaws otherwise provide.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1970, c. 101, &sect; 31, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 9, eff. July 1, 1979; Laws 1986, c. 219, &sect; 5, emerg. eff. June 9, 1986; Laws 1987, c. 61, &sect; 7, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 20, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 31, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.31a. Examination of association affairs by board of directors.&nbsp;</span></p> <p><span class="cls0">The board of directors of every association shall examine, at least once in each calendar year at intervals of not more than fifteen (15) months, all the affairs of the association including the character and value of investments and loans, the efficiency of operating procedures, and such other matters as the Commissioner prescribes. A report of the examination shall be submitted promptly to the Commissioner and shall embody such information as the Commissioner requires. The board of directors may provide that such examination shall be conducted by a committee of not less than three directors, by certified public accountants, or by independent auditors responsible only to the board of directors. Such examination shall be made when practicable without the assistance of the executive officers of the bank or trust company. Such report of examination shall be reviewed by the directors at the next meeting of the board of directors.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 32, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.32. Officers.&nbsp;</span></p> <p><span class="cls0">The officers of an association shall consist of a president to be chosen from among the directors, one or more vicepresidents, a secretary, a treasurer, and any other officers authorized by the bylaws or by the directors. Any number of offices may be held by the same person unless the certificate of incorporation or bylaws provide otherwise.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1988, c. 65, &sect; 21, emerg. eff. March 25, 1988. &nbsp;</span></p> <p><span class="cls0">&sect;18381.33. Indemnification Directors, officers, employees and agents.&nbsp;</span></p> <p><span class="cls0">Any association shall have power to indemnify any person who is or was an officer, director, employee or agent of the association, or who is or was serving at the request of the association as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise unless such person has violated paragraph 2 of subsection B of Section 381.26 of this title, in accordance with Section 1031 of this title.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1987, c. 61, &sect; 8, emerg. eff. May 4, 1987. &nbsp;</span></p> <p><span class="cls0">&sect;18381.34. Fidelity bonds Waiver.&nbsp;</span></p> <p><span class="cls0">Every association must protect itself against loss of money or property by or through any fraud, dishonesty, forgery or alteration, larceny, theft, embezzlement, or other criminal act of any director, officer, employee or agent, by a blanket bond covering all personnel and agents or by individual fidelity bonds, issued by a corporate surety. The amount and form of each such bond and sufficiency of the surety thereon shall be subject to review and disapproval by the State Banking Commissioner. The Commissioner may waive the bond requirement, in whole or in part, upon a showing by the association that such bonding is either unavailable, economically infeasible, or an imprudent business decision. Such waiver shall be for a period of time, to be stated in the Commissioner's order, not exceeding one (1) year, subject to extension upon further application. The order of the Commissioner waiving the bond requirement shall be conditioned on the association continuing to seek an available, economically feasible bond.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 34, eff. June 1, 1970. Amended by Laws 1987, c. 61, &sect; 9, emerg. eff. May 4, 1987; Laws 2000, c. 81, &sect; 33, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.35. Repealed by Laws 2000, c. 81, &sect; 88, eff. Nov. 1, 2000.&nbsp;</span></p> <p><span class="cls0">&sect;18381.36. Reserves and liquidity.&nbsp;</span></p> <p><span class="cls0">Every association shall set up and maintain reserves for the purpose of absorbing losses and shall maintain such portion of its assets in cash and other liquid assets as shall be required by regulations of the State Banking Commissioner and by other applicable federal regulations.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 36, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 22, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 8, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 49, eff. July 1, 1993; Laws 2000, c. 81, &sect; 34, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.37. Capital Deposit accounts Liability.&nbsp;</span></p> <p><span class="cls0">A. A mutual association may raise capital in the form of deposit accounts or shares for such fixed, minimum or indefinite periods of time as are authorized by its bylaws or by regulations of the State Banking Commissioner. Such deposit accounts shall all have equal priority upon liquidation. A mutual association may issue such passbooks, certificates, and other evidence of deposit accounts as are now or hereafter so authorized. With the exception of forms now in use by existing associations, all such forms evidencing deposit accounts shall be promptly submitted to the Commissioner, or to the Director of the Office of Thrift Supervision, and the issuance of any such form shall be immediately discontinued in the event of disapproval. Unless otherwise provided by its bylaws, the total amount of deposit account liability of a mutual association is unlimited.&nbsp;</span></p> <p><span class="cls0">B. A stock association may incur liabilities in the form of deposit accounts for such fixed, minimum or indefinite periods of time as are authorized by its bylaws or by regulations of the Commissioner. Such deposits shall all have equal priority upon liquidation. A stock association may issue such passbooks, certificates and other evidence of deposits as are now or may hereafter be authorized for deposit associations. New or proposed forms evidencing deposit accounts shall be promptly submitted to the Commissioner and to the Director of the Office of Thrift Supervision, and the issuance of any such form shall be immediately discontinued in the event of disapproval. In stock associations, holders of deposit accounts shall participate first in all assets upon liquidation, but only to the extent of their deposit accounts. Unless otherwise provided by its bylaws, the total amount of deposit account liability of a stock association is unlimited.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 37, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 11, eff. July 1, 1979; Laws 1988, c. 65, &sect; 23, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 9, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 50, eff. July 1, 1993; Laws 2000, c. 81, &sect; 35, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.38. Classification of deposit accounts.&nbsp;</span></p> <p><span class="cls0">Any association may classify its deposit accounts according to the character, amount or duration thereof, or regularity of additions thereto, and may pay additional or higher rates of earnings on accounts based on such classifications than is paid on regular deposit accounts, provided that any such higher rate, or bonus, to be paid on any class of accounts shall not exceed the limitations prescribed by the State Banking Commissioner or by applicable federal regulations. A mutual association may also classify its accounts according to type of account, such as full paid, single payment, installment, optional installment, bonus or other types of accounts designated by the bylaws and permitted by the Commissioner.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 38, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 12, eff. July 1, 1979; Laws 1990, c. 118, &sect; 10, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 51, eff. July 1, 1993; Laws 2000, c. 81, &sect; 36, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.39. Repealed by Laws 2000, c. 81, &sect; 88, eff. Nov. 1, 2000.&nbsp;</span></p> <p><span class="cls0">&sect;18-381.39a. Joint accounts &ndash; P.O.D. accounts &ndash; Designation of beneficiaries - Payment.&nbsp;</span></p> <p><span class="cls0">A. When a deposit has been made or shall hereafter be made in any association in the names of two or more persons, payable to any of them or payable to any of them or their survivor, such deposit, or any part thereof, or any interest thereon, may be paid to either of the persons, whether one of such persons shall be a minor or not, and whether the other be living or not. The receipt or acquittance of the person so paid shall be valid and sufficient release and discharge to the association for any payment so made.&nbsp;</span></p> <p><span class="cls0">B. 1. When a deposit has been made or shall hereafter be made in any association using the terms "Payable on Death" or "P.O.D.", such deposits shall be payable on the designated person's death to a trust designated in the deposit account agreement as the P.O.D. beneficiary, or to an individual or individuals named beneficiary, if living, and if not, to the named beneficiary's estate, notwithstanding any provision to the contrary contained in Sections 41 through 57 of Title 84 of the Oklahoma Statutes. Such deposit shall constitute a contract between the depositor and the association that upon the death of the named owner of the account the association will hold the funds for or pay them to the named beneficiary or the estate of the named beneficiary.&nbsp;</span></p> <p><span class="cls0">2. In order to designate multiple payable-on-death beneficiaries for a deposit account, the account should be styled as follows: "(Name of Account Owner), payable on death (or P.O.D.) to (Name of Beneficiary), (Name of Beneficiary), and (Name of Beneficiary), in equal shares".&nbsp;</span></p> <p><span class="cls0">3. Adjustments may be made in the styling, depending upon the number of beneficiaries. It is to be understood that each beneficiary is entitled to a proportionate share of the account proceeds upon the owner's death. In the event of the death of a beneficiary prior to the death of the owner, the beneficiary's share shall go to the beneficiary's estate. It is not permissible for an account to designate unequal shares for different payable-on-death beneficiaries.&nbsp;</span></p> <p><span class="cls0">4. An association may require the owner of an account to provide an address for any payable-on-death beneficiary. If the P.O.D. account is an interest-bearing account and the funds are not claimed by the payable-on-death beneficiary or beneficiaries within sixty (60) days after the death of the account holder, or after the association has notice of the account holder's death, whichever is later, the association has the right to convert the account to a noninterest-bearing account.&nbsp;</span></p> <p><span class="cls0">5. No change in the designation of a named beneficiary shall be valid unless executed by the owner of the fund and in the form and manner prescribed by the association; however, this section shall be subject to the provisions of Section 178 of Title 15 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">6. The receipt or acquittance of the named beneficiary so paid or the legal representative of such named beneficiary's estate, if deceased, shall be valid and sufficient release and discharge to the association for any payment so made, unless, prior to such payment, the association receives notice in the form and manner required in Section 905 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">C. The provisions of this section shall apply to all forms of deposit accounts, including, but not limited to, transaction accounts, savings accounts, certificates of deposits, negotiable order of withdrawal (N.O.W.) accounts, and money market deposit accounts (M.M.D.A.).&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 37, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-381.40. Repealed by Laws 2000, c. 81, &sect; 88, eff. Nov. 1, 2000.&nbsp;</span></p> <p><span class="cls0">&sect;18-381.40a. Totten Trusts &ndash; Express trusts - Payment.&nbsp;</span></p> <p><span class="cls0">A. Whenever any deposit shall be made in an association by any person which is in the form of a trust for another, and no other or further notice of the existence and terms of a legal and valid trust shall have been given in writing to the association, in the event of the death of the trustee, the same, or any part thereof, together with the interest thereon, may be paid to the person or persons for whom the deposit was made. A deposit held in this form shall be deemed to constitute a Totten Trust. A revocation of such trust may only be made in writing to the association, and the association shall not suffer any liability for payment of funds pursuant to the trust unless and until it receives written notice of revocation.&nbsp;</span></p> <p><span class="cls0">B. 1. If a deposit account is opened with an association by one or more persons expressly as a trustee for one or more other named persons and further notice of the existence and terms of a legal and valid trust is not given in writing to the association, the association may accept and administer the account as set forth in subsection A of this section.&nbsp;</span></p> <p><span class="cls0">2. If a deposit account is opened with an association by one or more persons expressly as a trustee for one or more other named persons pursuant to or purporting to be pursuant to a written trust agreement, the trustee may provide the association with a certificate of trust to evidence the trust relationship. The certificate shall be an affidavit of the trustee and must include the effective date of the trust, the name of the trustee, the name or method for choosing successor trustees, the name and address of each beneficiary, the authority granted to the trustee, the disposition of the account on the death of the trustee or the survivor of two or more trustees, other information required by the association, and an indemnification of the association. The association may accept and administer the account, subject to the provisions of Title 58 of the Oklahoma Statutes, in accordance with the certificate of trust without requiring a copy of the trust agreement. The association is not liable for administering the account as provided by the certificate of trust, even if the certificate of trust is contrary to the terms of the trust agreement, unless the association has actual knowledge of the terms of the trust agreement.&nbsp;</span></p> <p><span class="cls0">3. On the death of the trustee or the survivor of two or more trustees, the association may pay all or part of the withdrawal value of the account with interest as provided by the certificate of trust. If the trustee did not deliver a certificate of trust, the association's right to treat the account as owned by a trustee ceases on the death of the trustee. On the death of the trustee or the survivor of two or more trustees, the association shall, unless the certificate of trust provides otherwise, pay the withdrawal value of the account, with interest, in equal shares to the persons who survived the trustee, are named as beneficiaries in the certificate of trust, and can be located by the association from its own records. If there is not a certificate of trust, payment of the withdrawal value and interest shall be made as provided by Title 58 of the Oklahoma Statutes. Any payment made under this section for all or part of the withdrawal value and interest discharges any liability of the association to the extent of the payment. The association may pay all or part of the withdrawal value and interest in the manner provided by this section, regardless of whether it has knowledge of a competing claim, unless the association receives actual knowledge that payment has been restrained by order of a court of competent jurisdiction.&nbsp;</span></p> <p><span class="cls0">4. This section does not obligate an association to accept a deposit account from a trustee who does not furnish a copy of the trust agreement or to search beyond its own records for the location of a named beneficiary.&nbsp;</span></p> <p><span class="cls0">5. This section does not affect a contractual provision to the contrary that otherwise complies with the laws of this state.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 38, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.41. Repealed by Laws 2000, c. 81, &sect; 88, eff. Nov. 1, 2000.&nbsp;</span></p> <p><span class="cls0">&sect;18-381.41a. Deposit accounts with minors &ndash; Authority to control &ndash; Loans to minors prohibited.&nbsp;</span></p> <p><span class="cls0">A. Except as otherwise provided by this section, an association lawfully doing business in this state may enter into a deposit account with a minor as the sole and absolute owner of the account and may pay checks and withdrawals and otherwise act with respect to the account on the order of the minor. A payment or delivery of rights to a minor who holds a deposit account evidenced by a receipt or acquittance signed by the minor discharges the association to the extent of the payment made or rights delivered.&nbsp;</span></p> <p><span class="cls0">B. If the minor is the sole and absolute owner of the deposit account, the disabilities of minority are removed for the limited purposes of enabling:&nbsp;</span></p> <p><span class="cls0">1. The minor to enter into a depository contract with the association; and&nbsp;</span></p> <p><span class="cls0">2. The association to enforce the contract against the minor, including collection of overdrafts and account fees and submission of account history to account reporting agencies and credit reporting bureaus.&nbsp;</span></p> <p><span class="cls0">C. A parent or legal guardian of a minor may deny the minor's authority to control, transfer, draft on, or make withdrawals from the minor's deposit account by notifying the association in writing. On receipt of the notice by the association, the minor may not control, transfer, draft on, or make withdrawals from the account during minority except with the joinder of a parent or legal guardian of the minor.&nbsp;</span></p> <p><span class="cls0">D. If a minor with a deposit account dies, the receipt or acquittance of the minor's parent or legal guardian discharges the liability of the association to the extent of the receipt of acquittance, except that the aggregate discharges under this subsection may not exceed Three Thousand Dollars ($3,000.00).&nbsp;</span></p> <p><span class="cls0">E. Subsection A of this section does not authorize a loan to the minor by the bank, whether on pledge of the savings account of the minor or otherwise, or bind the minor to repay a loan made except as provided by subsection B of this section or other law, unless the depository institution has obtained the express consent and joinder of a parent or legal guardian of the minor. This subsection does not apply to an inadvertent extension of credit because of an overdraft from insufficient funds, returned checks or deposits, or other shortages in a depository account resulting from normal banking operations.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 39, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.42. Deposit accounts of incompetents.&nbsp;</span></p> <p><span class="cls0">When a deposit account is held in any association or federal association by a person who becomes incompetent and an adjudication of incompetency has been made by a court of competent jurisdiction, such an association may pay or deliver the withdrawal value of such deposit account and any earnings that may have accrued thereon to the guardian or conservator for such person upon proof of the appointment and qualification of such guardian or conservator. However, if such association has received no written notice and is not on actual notice that such deposit account holder has been adjudicated incompetent, it may pay such funds to such holder or transfer the deposit account on the order of the deposit account holder, and such payment or transfer shall be a valid and sufficient release and discharge of the association for the payment or transfer so made.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 42, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 16, eff. July 1, 1979; Laws 2000, c. 81, &sect; 40, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.43. Deposit accounts of administrators, executors, conservators, guardians, trustees or other fiduciaries.&nbsp;</span></p> <p><span class="cls0">Any association or federal association may accept deposit accounts in the name of any administrator, executor, conservator, guardian, trustee, or other fiduciary for a named beneficiary or beneficiaries. Any such fiduciary shall have power to vote as a member of a mutual association as if the membership were held absolutely, to open and to make additions to, and to withdraw such deposit account in whole or in part. The withdrawal value of any such deposit account, and earnings thereon, or other rights relating thereto may be paid or delivered, in whole or in part, to such fiduciary without regard to any notice to the contrary as long as such fiduciary is living. The payment or delivery to any such fiduciary or a receipt or acquittance signed by any such fiduciary to whom any such payment or any such delivery of rights is made shall be a valid and sufficient release and discharge of an association for the payment or delivery so made. Whenever a deposit account shall be opened by any person who designates himself or herself or another as trustee by written declaration of trust, which provides that the trust shall terminate upon the death of such person, then, in the event of the death of the person so described as trustee, the withdrawal value of such deposit account or any part thereof, together with the earnings thereon, may be paid to the person for whom the deposit account was thus described to have been opened. The payment or delivery to any such beneficiary, beneficiaries or designated person for any such payment or delivery shall be a valid and sufficient release and discharge of an association for the payment or delivery so made.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 43, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 17, eff. July 1, 1979; Laws 1988, c. 65, &sect; 24, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 41, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.44. Payment to administrator or executor of deceased nonresident.&nbsp;</span></p> <p><span class="cls0">When a deposit account is held in any association or federal association by a person residing in another state or country, the deposit account, together with additions thereto and earnings thereon, or any part thereof, may be paid to the administrator or executor appointed in the state or country where the account or deposit holder resided at the time of death. Such payment shall be a valid and sufficient release and discharge of the association for the payment so made unless the association has received written notice and is on actual notice of the appointment of an executor or administrator by an Oklahoma court of probate jurisdiction.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 44, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 18, eff. July 1, 1979; Laws 2000, c. 81, &sect; 42, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.45. Power of attorney Revocation.&nbsp;</span></p> <p><span class="cls0">Any association or federal association may continue to recognize the authority of an attorneyinfact authorized in writing to manage or to make withdrawals either in whole or in part from a deposit account, whether of a minor or adult, until it receives written notice or is on actual notice of the revocation of such authority. For the purposes of this section, written notice of the death or adjudication of incompetency of such deposit account holder shall constitute written notice of revocation of the authority of the attorney.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 45, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 19, eff. July 1, 1979; Laws 2000, c. 81, &sect; 43, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.46. Right to withdraw.&nbsp;</span></p> <p><span class="cls0">The holder of a deposit account in an association shall have the right to withdraw all or any part of the deposit account, subject to the right of the association and authority of the State Banking Commissioner or the Director of the Office of Thrift Supervision, to impose limitations upon the right of withdrawal from a deposit account for a fixed or minimum term with respect to which deposit account the applicable fixed or minimum term has not expired. With respect to deposit accounts which consist solely of funds in which the entire beneficial interest is held by one or more individuals or by an organization which is operated primarily for religious, philanthropic, charitable, educational, political, or other similar purposes and which is not operated for profit, and with respect to deposits of public funds by an officer, employee or agent of the United States, any state, county, municipality, or political subdivision thereof, the District of Columbia, the Commonwealth of Puerto Rico, American Samoa, Guam, any territory or possession of the United States, or any political subdivision thereof, such deposit accounts may be subject to check or to transfer or withdrawal on negotiable order or authorization to the association, and deposit account holders may make withdrawals or transfers from such accounts upon nontransferable order or authorization. An association may offer money market deposit accounts, as defined by federal regulations, and may permit withdrawals or transfers from such accounts to the same extent permitted by federal regulations, but subject to all of the limitations contained therein.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 46, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 20, eff. July 1, 1979; Laws 1981, c. 114, &sect; 1, emerg. eff. April 28, 1981; Laws 1990, c. 118, &sect; 11, emerg. eff. April 23, 1990; Laws 2000, c. 81, &sect; 44, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.47. Notice and payment of withdrawals.&nbsp;</span></p> <p><span class="cls0">With respect to deposit accounts, an association may require such minimum advance notice of withdrawal as is specified by federal regulations or such longer advance notice period of not more than thirty (30) days as its bylaws may provide. The payment of withdrawals from deposit accounts, in the event an association does not have funds available to pay all withdrawals when due, shall be subject to such rules and procedures as may be prescribed by the State Banking Commissioner, but any association which, except as authorized in writing by the Commissioner, fails to make full payment of any withdrawal when due shall be deemed to be in an unsafe or unsound condition to transact business within the meaning of Section 381.74 of this title.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 47, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 21, eff. July 1, 1979; Laws 1990, c. 118, &sect; 12, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 52, eff. July 1, 1993; Laws 2000, c. 81, &sect; 45, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.48a. Sole owner accounts without payable-on-death beneficiary &ndash; Transfer of deposits to known heirs - Affidavit.&nbsp;</span></p> <p><span class="cls0">A. When a deposit has been made in an association in the name of a sole individual without designation of a payable-on-death beneficiary, upon the death of the sole owner of the deposit account, if the amount of the aggregate deposits held in single ownership accounts in the name of the deceased individual is Five Thousand Dollars ($5,000.00) or less, the association may transfer the funds to the known heirs of the deceased upon receipt of an affidavit sworn to by the known heirs of the deceased which establishes jurisdiction and relationship and states that the owner of the deposit account left no will. The affidavit shall be sworn to and signed by the known heirs of the deceased and same shall swear that the facts set forth in the affidavit establishing jurisdiction, heirship and intestacy are true and correct.&nbsp;</span></p> <p><span class="cls0">B. Receipt by the association of the affidavit described in subsection A of this section shall be a valid and sufficient release and discharge to the association for any transfer of deposits made pursuant thereto and shall set to discharge the association from liability as to any other party, including any heir, legatee, devisee, creditor or other person having rights or claims to funds or property of the decedent, and include a discharge of the association from liability for any estate, inheritance or other taxes which may be due the state from the estate or as a result of the transfer.&nbsp;</span></p> <p><span class="cls0">C. Any person who knowingly submits and signs a false affidavit as provided in this section shall be fined not more than Three Thousand Dollars ($3,000.00) or imprisoned for not more than six (6) months, or both. Restitution of the amount fraudulently attained shall be made to the rightful beneficiary by the guilty person.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 46, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.49. Earnings on deposit accounts.&nbsp;</span></p> <p><span class="cls0">With the exception of interest at a rate fixed, or negotiated on an individual basis, by a deposit association prior to the acceptance of the deposit, an association shall determine the rates of earnings to be paid on all classes of deposit accounts, the times and manner of crediting, distributing and paying of such earnings, and the qualifications and limitations applicable to each class of deposit accounts for which a rate higher than regular rate is provided.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 49, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 22, eff. July 1, 1979; Laws 2000, c. 81, &sect; 47, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.50. Requirements to become deposittype association or stock association.&nbsp;</span></p> <p><span class="cls0">A. Any mutual association may become a deposittype association and any mutual association may become a stock association by adoption of a resolution by a majority of the votes cast in person or by proxy specially executed for that meeting within ninety (90) days prior to the meeting at an annual meeting or at any special meeting of its members, and by adoption of an appropriate amended certificate of incorporation and bylaw provisions consistent with this act, and in the case of conversions from mutual to stock form, upon approval of the conversion by the State Banking Commissioner, and if applicable, the Director of the Office of Thrift Supervision. Copies of the resolution to become a deposit association and/or stock association pursuant to this act and of the amended certificate of incorporation and bylaw amendments, certified by the secretary or president of the association, shall be filed with the Commissioner. Upon approval by the Commissioner, the Commissioner shall file a copy of such approved resolution with the Secretary of State, and the association shall be qualified to accept deposit accounts and issue permanent capital stock in accordance with this act from and after the effective date stated in the resolution. In no case of conversion of a mutual to a stock association shall any reserves existing at the time of such conversion ever inure to the benefit of the permanent capital stock, but shall be maintained as reserves in accordance with directions of the Commissioner.&nbsp;</span></p> <p><span class="cls0">B. At the meeting at which conversion to a stock association is voted upon, the members of the mutual association shall also vote upon the directors who shall be the directors of the stock association after conversion takes effect. The directors shall execute and file with the Commissioner an amended certificate of incorporation as provided for in Section 381.17 of this title, together with an application for conversion, a fee to be set by the Commissioner, and if the association intends to be an insured association, a firm commitment for, or evidence of, insurance of its deposit accounts by the Federal Deposit Insurance Corporation. The Commissioner may refuse to approve the application and decline to issue a charter and file the amended certificate of incorporation if there is reason to believe that the plan of conversion is not fair and equitable to all the members and that sufficient provision is not made to protect the interests of the depositors of the prospective capital stock association. Upon the approval by the Commissioner of the application for conversion and the amended certificate of incorporation and the issuance of a charter, the association shall cease to be a mutual association. Upon the conversion of a mutual association, the legal existence of the association shall not terminate but the stock association shall be a continuation of the entity of the mutual association and all property of the mutual association, including its rights, titles and interests in and to all property of whatever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by act of law and without any conveyance or transfer and without any further act or deed shall remain and vest in the stock association into which the mutual association has converted itself. The stock association shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the mutual association. The stock association as of the time and the taking effect of the conversion shall continue to have and succeed to all the rights, obligations and relations of the mutual association. All pending actions and other judicial proceedings to which the mutual association is a party shall not be abated or discontinued by reason of the conversion but may be prosecuted to final judgment, order or decree in the same manner as if the conversion had not been made and the stock association resulting from the conversion may continue the actions in its corporate name. Any judgment, order or decree may be rendered for or against it which might have been rendered for or against the mutual association theretofore involved in the judicial proceedings.&nbsp;</span></p> <p><span class="cls0">C. If the association will be an insured association, approval by the Commissioner shall be contingent upon the converting association either having insurance of its deposit accounts by the Federal Deposit Insurance Corporation, or by the association making a bona fide application for insurance of deposit accounts, and upon acceptance and approval of such application by the corporation.&nbsp;</span></p> <p><span class="cls0">D. The conversion of a state mutual association into a stock association shall be effected in accordance with a plan of conversion adopted by the members as provided in this section and consistent with the other provisions of this title. The plan shall provide that:&nbsp;</span></p> <p><span class="cls0">1. Each deposit account holder in the mutual association shall receive a withdrawable account in the stock association equal in amount to the withdrawable account of the deposit account holder in the mutual association;&nbsp;</span></p> <p><span class="cls0">2. A record date for determining deposit account holders entitled to purchase stock shall be established which is not less than ninety (90) days prior to the date of adoption of the plan of conversion by the board of directors of the association;&nbsp;</span></p> <p><span class="cls0">3. Officers, directors and employees of the association and their associates shall forego any participation in the initial distribution of permanent capital stock to the extent that any such person increased the account of such person by more than Twenty Thousand Dollars ($20,000.00) during the six (6) months preceding the record date established pursuant to this section. The term "associate" of a person shall mean parents, spouse, sisters, brothers, children or anyone married to one of the foregoing persons, any corporation of which the person is an officer, director or owner of more than ten percent (10%) of the outstanding voting securities, any trust of which such person is a trustee or substantial beneficiary, and any partnership of which such person is a general or limited partner;&nbsp;</span></p> <p><span class="cls0">4. The amount of stock to which a member is entitled shall be determined on the basis of the ratio of deposits of such member with the association on the record date to the total deposits of the association on the record date, as applied to the initial issuance of permanent capital stock. Each deposit account holder as of the record date may receive warrants authorizing the purchase of shares of permanent capital stock at a price determined by the board of directors of the institution and approved by the Commissioner and by the Director of the Office of Thrift Supervision, and scrip denoting fractional stock interests of less than one share, provided, however, that no deposit account holder shall be entitled to scrip representing fractional interests of less than onefifth share of stock; and&nbsp;</span></p> <p><span class="cls0">5. In connection with a conversion, deposit account holders shall have a preemptive right to purchase such permanent capital stock for a period of not less than fourteen (14) days from the date the offer to sell permanent capital stock is made.&nbsp;</span></p> <p><span class="cls0">E. If the association is an insured association, the reserves of a stock association resulting from the conversion of a mutual association shall be not less than the amount necessary to meet the requirements of the Federal Deposit Insurance Corporation.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 50, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 23, eff. July 1, 1979; Laws 1980, c. 103, &sect; 1, eff. Oct. 1, 1980; Laws 1988, c. 65, &sect; 25, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 13, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 53, eff. July 1, 1993; Laws 2000, c. 81, &sect; 48, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.51. Deposits authorized.&nbsp;</span></p> <p><span class="cls0">An association may accept deposits for fixed, minimum or indefinite periods of time, including accounts bearing a fixed rate of interest, as may be authorized by its directors, subject to the provisions of its bylaws and the authority of the State Banking Commissioner and, if applicable, the Director of the Office of Thrift Supervision to disapprove of such a rate.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 51, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 24, eff. July 1, 1979; Laws 1990, c. 118, &sect; 14, emerg. eff. April 23, 1990; Laws 2000, c. 81, &sect; 49, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.52a. Additional association powers and authorities &ndash; Special or fiduciary duties or obligations.&nbsp;</span></p> <p><span class="cls0">In addition to other provisions of this act relating to deposit accounts, an association may exercise the powers and authorities applicable under the provisions of Article IX of the Oklahoma Banking Code, Sections 901 through 907 of Title 6 of the Oklahoma Statutes. An association may also exercise the powers and authorities applicable under the provisions of Article XIII of the Oklahoma Banking Code, Section 1301 et seq. of Title 6 of the Oklahoma Statutes, as amended from time to time. Further, unless an association shall have expressly agreed in writing to assume special or fiduciary duties or obligations, no such duties or obligations will be imposed on the association with respect to a depositor of the association or a borrower, guarantor or surety, and no special or fiduciary relationship shall be deemed to exist.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 50, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.52b. Deposit accounts that may be provided.&nbsp;</span></p> <p><span class="cls0">An association may provide all types of deposit accounts unless otherwise provided by rule of the State Banking Commissioner or applicable federal law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 51, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.53. Repealed by Laws 2000, c. 81, &sect; 88, eff. Nov. 1, 2000.&nbsp;</span></p> <p><span class="cls0">&sect;18381.53a. Permanent capital stock Treasury stock Redemption Paidin surplus Dividends Minimum capital requirements.&nbsp;</span></p> <p><span class="cls0">A. Permanent capital stock shall consist of common stock, which shall have full voting rights, and may also include preferred stock. Such stock shall have a par value of not less than one cent ($0.01) per share, and the proceeds thereof, to the extent of such par value, shall be set apart and be nonwithdrawable, and shall be a reserve to absorb losses after all surplus, undivided profits, and other reserves available for losses have been depleted.&nbsp;</span></p> <p><span class="cls0">B. 1. With the approval of the State Banking Commissioner and subject to the conditions as the Commissioner may prescribe, a bank may purchase its own stock as treasury stock.&nbsp;</span></p> <p><span class="cls0">2. Preferred stock shall not be issued for a limited term, nor shall it be redeemable at the option of the holders. An association shall not bind itself by contract to redeem its preferred stock upon the happening of certain events, other than dissolution. However, preferred stock shall be subject to redemption at any time at the option of the association, with the prior approval of the Commissioner and only if, subsequent to the redemption, the association would meet its minimum capital requirements as imposed by applicable federal law.&nbsp;</span></p> <p><span class="cls0">C. Any paidin surplus with respect to common stock may be made available for payment of organization and initial operating expenses or may be credited to surplus, or the contingent reserve, or the federal insurance reserve, or be transferred to common or preferred stock as a stock dividend, prorated to the holders of common stock. An association shall not issue permanent capital stock for a consideration other than cash or for a price less than par value thereof, except that, with the approval of the Commissioner, stock may be issued for a consideration other than cash in connection with mergers, consolidations or transfers and, when fully paid, the stock shall be kept unimpaired to the extent of its par value.&nbsp;</span></p> <p><span class="cls0">D. A stock association may declare and distribute cash dividends from net earnings, surplus or undivided profits. With the prior consent of the Commissioner, the stock of an association may be reduced by resolution of the board of directors approved by vote or written consent of the holders of a majority of the outstanding stock of such association to such amount as the Commissioner shall approve, and any such reduction shall be credited to the contingent reserve account and shall not be available for dividends to common stockholders; provided, any reduction in the amount of permanent capital stock is subject to the provisions of this section and Section 381.20 of this title, fixing minimum permanent capital stock requirements.&nbsp;</span></p> <p><span class="cls0">E. No cash dividends shall be declared on common stock unless, subsequent to the dividends, the association would continue to meet its minimum capital requirements as imposed by the Commissioner or the Director of the Office of Thrift Supervision. Subject to the provisions of this act, permanent capital stock shall be entitled to such rate of dividends, if earned, as declared by the board of directors.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1978, c. 168, &sect; 31, eff. July 1, 1979. Amended by Laws 1987, c. 61, &sect; 10, emerg. eff. May 4, 1987; Laws 1990, c. 118, &sect; 15, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 55, eff. July 1, 1993; Laws 2000, c. 81, &sect; 52, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.53b. Impairment of permanent capital stock Notice Appraisals Assessments.&nbsp;</span></p> <p><span class="cls0">A. If the State Banking Commissioner, as a result of any examination or from any report made to the Commissioner, finds that the permanent capital stock of any association is impaired, the Commissioner shall notify the association that such impairment exists and require the association to immediately make good such impairment. After such notice has been given to an association and until the impairment has been made good, that association may not issue or renew any time instrument if that instrument, when aggregated with any other funds of the same depositor in the same capacity, would equal or exceed One Hundred Thousand Dollars ($100,000.00) unless such time instrument earns an annual rate of interest less than four percent (4%). In the event the amount of the impairment as determined by the Commissioner is questioned by the association, then upon application, which shall be filed within ten (10) days, the value of the assets in question shall be determined by appraisals made by independent appraisers acceptable to the Commissioner and the association.&nbsp;</span></p> <p><span class="cls0">B. The directors of the association, upon which such notice has been made, shall levy a pro rata assessment upon the permanent capital stock thereof to make good such impairment and shall cause notice of such request of the Commissioner and such levy to be given in writing to each stockholder of such association and the amount of assessment which the stockholder must pay for the purpose of making such assessment.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1978, c. 168, &sect; 32, eff. July 1, 1979. Amended by Laws 1988, c. 65, &sect; 26, emerg. eff. March 25, 1988; Laws 2000, c. 81, &sect; 53, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.53c. Refusal or neglect to pay assessment Sale of stock Payment of assessment.&nbsp;</span></p> <p><span class="cls0">A. If any stockholder shall refuse or neglect to pay the assessment specified in such notice within sixty (60) days from the date of mailing, the directors of such association shall have the right to sell to the highest bidder at public auction any part or all of the stock necessary to pay the assessment of such stockholder, after giving the notice of such sale for ten (10) days in a newspaper of general circulation published in the county where the main office of such association in this state is located, and a copy of such notice of sale shall also be served on such stockholder by mailing a copy of such notice to his lastknown address ten (10) days before the day fixed for such sale, or such stock may be sold at a private sale and without public notice. However, before making such private sale thereof, an offer in writing shall first be obtained and a copy thereof served upon the owner of record of the stock to be sold, by mailing a copy of such offer to the lastknown address of such owner, and if after service of such offer such owner shall still refuse or neglect to pay such assessment within thirty (30) days from the time of the service of such offer, the directors may accept such offer and sell such stock to the person making such offer, or to any other person or persons making a larger offer than the amount named in the offer submitted to the stockholder, but such stock, in no event, shall be sold for less than the amount of such assessment so called for and the expense of the sale.&nbsp;</span></p> <p><span class="cls0">B. Out of the proceeds of the stock so sold, the directors shall pay the amount of assessment levied thereon and the necessary cost of sale, and the balance, if any, shall be paid to the person or persons whose stock has thus been sold. A sale of stock as herein provided shall effect an absolute cancellation of the outstanding certificate or certificates evidencing the stock so sold, and shall make the same null and void and a new certificate shall be issued by the association to the purchaser thereof.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1978, c. 168, &sect; 33, eff. July 1, 1979. Amended by Laws 2000, c. 81, &sect; 54, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.53d. Proceeds from assessment Disposition.&nbsp;</span></p> <p><span class="cls0">The proceeds from any assessment, less the cost of any sales and any forfeiture of delinquent stock, shall be credited to the contingent reserve account.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1978, c. 168, &sect; 34, eff. July 1, 1979. &nbsp;</span></p> <p><span class="cls0">&sect;18381.53e. Permits to sell stock Application Issue of permit Conditions Amendment, alteration or revocation.&nbsp;</span></p> <p><span class="cls0">No association shall sell, offer for sale, negotiate for the sale of or take subscriptions for, or issue any of its permanent capital stock until it shall have first applied for and secured from the State Banking Commissioner a permit authorizing it to do so. Such application shall be in writing, be verified and be filed with the Commissioner. In such application the association shall set forth the names and addresses of its officers, the location of its main office and branch offices, an itemized account of its financial condition, the amount and character of its stock and shares, a copy of any prospectus or advertisement or other description of its stock to be distributed or published, a copy of all minutes of any proceedings of its directors, members or stockholders relating to or affecting the issue of such stock and such additional information concerning the association, its condition and affairs as the Commissioner may require. Upon the filing of such application it shall be the duty of the Commissioner to examine it and the other papers and documents filed therewith. If the Commissioner finds that the proposed issue is such as will not mislead the public as to the nature of the investment or will not work a fraud upon the purchaser thereof, the Commissioner shall issue to the association a permit authorizing it to issue and dispose of its stock in such amounts as the Commissioner may in such permit provide. Otherwise, the Commissioner shall deny the application and notify the association in writing of the decision. Every permit shall recite in bold type that the issuance thereof is permissive only and does not constitute a recommendation or endorsement of the stock permitted to be issued. The Commissioner may impose conditions requiring the impoundment of the proceeds from the sale of such stock, limiting the expense in connection with the sale thereof, and such other conditions as the Commissioner may deem reasonable and necessary or advisable to insure the disposition of the proceeds from the sale of such stock in the manner and for the purposes provided in such permit. The Commissioner may, from time to time, amend, alter or revoke any permit issued by the Commissioner or temporarily suspend the rights of such association under such permit. The Commissioner shall have the power to establish such rules as may be reasonable or necessary to carry out the purposes and provisions of this section.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1978, c. 168, &sect; 35, eff. July 1, 1979. Amended by Laws 2000, c. 81, &sect; 55, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.53f. Insurance.&nbsp;</span></p> <p><span class="cls0">All insured associations shall keep in force, at all times, insurance covering their deposit accounts to the extent provided by federal law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1978, c. 168, &sect; 36, eff. July 1, 1979. Amended by Laws 1990, c. 118, &sect; 16, emerg. eff. April 23, 1990; Laws 2000, c. 81, &sect; 56, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.54. General powers.&nbsp;</span></p> <p><span class="cls0">Associations shall have the powers enumerated, authorized and permitted by this act and such other rights and powers as may be incidental to or reasonably necessary or appropriate for the accomplishment of the objects and purposes of the association. Among others, and except as otherwise limited herein, every association shall have the following general powers:&nbsp;</span></p> <p><span class="cls0">1. To have perpetual existence; to adopt and use a corporate seal; to adopt, amend and repeal bylaws; and to sue and be sued, complain and defend in any court having jurisdiction;&nbsp;</span></p> <p><span class="cls0">2. To own or rent such equipment, fixtures, furnishings and other personal property as may be deemed expedient for the transaction of the business of the association; and to acquire personal property in satisfaction of indebtedness owed to the association;&nbsp;</span></p> <p><span class="cls0">3. To sell, exchange and dispose of and convey real and personal property acquired pursuant to this act, and to mortgage, pledge, lease or otherwise contract with respect to such property;&nbsp;</span></p> <p><span class="cls0">4. If and when an association is not a member of a Federal Home Loan Bank, to borrow not more than an aggregate amount equal to onefourth (1/4) of its savings or deposits liability on the date of borrowing and such additional sums as the State Banking Commissioner may approve. If and when an association is a member of a Federal Home Loan Bank, to secure advances of not more than an aggregate amount equal to onehalf (1/2) of its savings or deposits liability; within such amount equal to onehalf (1/2) of its savings or deposits liability, the association may borrow from sources, individual or corporate, other than such Federal Home Loan Bank, an aggregate amount not in excess of the amount permitted by the Federal Home Loan Bank Board. A subsequent reduction of savings or deposits liability shall not affect in any way outstanding obligations for borrowed money. All such loans and advances may be secured by property of the association. Insured associations may also issue and market such bonds, debentures, obligations and like securities as the Commissioner and the Director of the Office of Thrift Supervision may authorize;&nbsp;</span></p> <p><span class="cls0">5. To sell and assign without recourse any loan, including any participating interests therein held by an association; provided that the Commissioner may by regulation limit the total dollar volume of loans sold in any calendar year to a designated percentage of total loans held by the association;&nbsp;</span></p> <p><span class="cls0">6. To qualify as and become a member of a Federal Home Loan Bank;&nbsp;</span></p> <p><span class="cls0">7. To obtain and maintain insurance of the deposit accounts of its members by the Federal Deposit Insurance Corporation;&nbsp;</span></p> <p><span class="cls0">8. To appoint and compensate such officers, agents and employees as its business shall require; to provide for reasonable life, health and medical insurance for its personnel; to adopt and operate reasonable bonus plans and retirement benefits for its officers and employees; to pay reasonable fees to its directors for their services; and to provide for indemnification of its officers, employees and directors as permitted by this act whether by insurance or otherwise;&nbsp;</span></p> <p><span class="cls0">9. To become a member of and make reasonable payments or contributions to any organization to the extent that such organization assists in furthering or facilitating the association's purposes or its community responsibilities;&nbsp;</span></p> <p><span class="cls0">10. If and when an association is a member of a Federal Home Loan Bank, to act as fiscal agent of the United States and, when so designated by the Secretary of the Treasury, to perform all reasonable duties as fiscal agent of the United States as the Secretary of the Treasury may require; and to act as agent for any instrumentality of the United States and as agent of this state or any instrumentality thereof;&nbsp;</span></p> <p><span class="cls0">11. To act as agent for others in servicing loans and making collections thereon; and to act as agent for others in any transaction incidental to the operation of its business;&nbsp;</span></p> <p><span class="cls0">12. To act as trustee of any trust created or organized in the United States and forming part of a stock bonus, pension, or profitsharing plan qualifying for specific tax treatment under Section 401(d) of the Internal Revenue Code of 1986; as trustee or custodian of an individual retirement account within the meaning of Section 408(a) of the Internal Revenue Code of 1986; or as trustee with no active fiduciary duties, provided, that the association shall invest the funds of the trust or account only in the association's own accounts, deposits, obligations, or securities or, upon the condition that the association does not exercise any investment discretion or directly or indirectly provide any investment advice with respect to the trust or account assets, in such other assets as the customer may direct. The association shall observe principles of sound trust administration, including those relating to recordkeeping and segregation of assets, and may receive reasonable compensation for acting in any trust capacity authorized by this paragraph;&nbsp;</span></p> <p><span class="cls0">13. To acquire savings of the public and pay earnings thereon, and to lend and invest its funds as provided in this act;&nbsp;</span></p> <p><span class="cls0">14. To conduct a safe deposit business in compliance with the requirements of applicable federal law and Sections 1301 through 1313 of Title 6 of the Oklahoma Statutes;&nbsp;</span></p> <p><span class="cls0">15. To organize a finance subsidiary; &nbsp;</span></p> <p><span class="cls0">16. To own capital stock of an operating subsidiary; and&nbsp;</span></p> <p><span class="cls0">17. To have and to exercise all such incidental powers as shall be necessary to carry on the association business including, but not limited to, all such powers as may now or hereafter be conferred upon federal associations by federal laws and the regulations and policies of the Office of Thrift Supervision, unless otherwise prohibited or limited by the Commissioner.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 54, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 27, eff. July 1, 1979; Laws 1987, c. 61, &sect; 11, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 27, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 17, emerg. eff. April 23, 1990; Laws 2000, c. 81, &sect; 57, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.55. Investment in real property.&nbsp;</span></p> <p><span class="cls0">In addition to any powers of investment permitted pursuant to paragraph 17 of Section 381.54 of this title, every association shall have power to invest in real property as follows:&nbsp;</span></p> <p><span class="cls0">1. Such real property or interests therein as the directors may deem necessary or convenient for the conduct of the business of the association, which for the purposes of this act shall be deemed to include the ownership of stock of a wholly owned subsidiary corporation having as its exclusive activity the ownership and management of such property or interests, but the amount so invested shall not exceed the sum of the reserves and undivided profits of the association, unless the State Banking Commissioner authorizes a greater amount to be so invested;&nbsp;</span></p> <p><span class="cls0">2. An amount not exceeding the lesser of:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;the sum of its reserves and undivided profits, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;ten percent (10%) of its assets as reported in its most recent quarterly thrift financial report or other statement of condition submitted to the Oklahoma State Banking Department, in the purchase of real estate for the purpose of producing income or for inventory or sale or for development and improvement, including the erection of buildings thereon, for sale or rental purposes;&nbsp;</span></p> <p><span class="cls0">3. Such real property as may be acquired in satisfaction or partial satisfaction of indebtedness owed to the association, by deed, sheriff's deed, trustee's deed or otherwise.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 55, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 28, emerg. eff. March 25, 1988; Laws 1993, c. 183, &sect; 56, eff. July 1, 1993; Laws 2000, c. 81, &sect; 58, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.56. Investment in securities.&nbsp;</span></p> <p><span class="cls0">In addition to any powers of investment permitted pursuant to paragraph 17 of Section 381.54 of this title, associations shall have power to invest in securities as follows:&nbsp;</span></p> <p><span class="cls0">1. In obligations of, or obligations which are fully guaranteed as to principal and interest by, the United States or this state; in stock or obligations of any Federal Home Loan Bank or Banks; in stock or obligations of the Federal Deposit Insurance Corporation; and in stock or obligations of the Federal National Mortgage Association or any successor or successors thereto;&nbsp;</span></p> <p><span class="cls0">2. In time deposits, certificates, accounts, or other obligations of banks or other financial institutions, the accounts of which are insured by the Federal Deposit Insurance Corporation or the National Credit Union Administration;&nbsp;</span></p> <p><span class="cls0">3. Not in excess of five percent (5%) of its assets, as reported in its most recent quarterly thrift financial report or other statement of condition submitted to the Oklahoma State Banking Department, in bonds, notes or other evidences of indebtedness which are a general obligation of, or guaranteed as to principal and interest by, any agency or instrumentality of the United States not specified in paragraph 1 of this section, or of any city, county or school district in this state; and&nbsp;</span></p> <p><span class="cls0">4. Not in excess of ten percent (10%) of its assets in the capital stock, obligations or other securities of service organizations substantially all of the activities of which consist of originating, purchasing, selling and servicing loans upon real estate and participating interests therein, or clerical, bookkeeping, accounting, statistical or similar functions performed primarily for financial institutions plus such other activities as the State Banking Commissioner may approve.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 56, eff. June 1, 1970. Amended by Laws 1983, c. 26, &sect; 1, emerg. eff. April 18, 1983; Laws 1987, c. 61, &sect; 12, emerg. eff. May 4, 1987; Laws 1990, c. 118, &sect; 18, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 57, eff. July 1, 1993; Laws 2000, c. 81, &sect; 59, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.57. Loans.&nbsp;</span></p> <p><span class="cls0">Associations shall have power to invest, sell, or otherwise deal in loans or other investments to the same extent permitted for federal associations, except as otherwise provided by the rules of the State Banking Commissioner.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 57, eff. June 1, 1970. Amended by Laws 1975, c. 236, &sect; 5, emerg. eff. May 30, 1975; Laws 1978, c. 168, &sect; 28, eff. July 1, 1979; Laws 1981, c. 135, &sect; 1, emerg. eff. May 5, 1981; Laws 1988, c. 65, &sect; 29, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 19, emerg. eff. April 23, 1990; Laws 2000, c. 81, &sect; 60, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p class="cls1"><span class="cls0">NOTE: Laws 1981, c. 118, &sect; 1 repealed by Laws 1988, c. 65, &sect; 36, emerg. eff. March 25, 1988.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.58. Loan rates of interest.&nbsp;</span></p> <p><span class="cls0">All contracts of an association for the loan of money shall be subject to the laws of this state with respect to maximum interest rates which may be charged and to the penalties for violation thereof.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 58, eff. June 1, 1970. Amended by Laws 2000, c. 81, &sect; 61, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.59. Conversion into federal association.&nbsp;</span></p> <p><span class="cls0">At an annual meeting or at any special meeting of the members or stockholders called to consider such action, any association may convert itself into a federal association pursuant to the laws of the United States, as now or hereafter amended, upon a majority vote of the outstanding stock entitled to vote thereon or upon a majority vote of the total number of votes of the members present in person or by proxy. There shall be filed with the State Banking Commissioner a copy of the charter issued to such federal association by the Director of the Office of Thrift Supervision or a certificate showing the organization of such association as a federal association, certified by the Director of the Office of Thrift Supervision. Upon the grant to any association of a charter by the Director of the Office of Thrift Supervision, the association receiving such charter shall cease to be an association incorporated by this state. Upon conversion of any association into a federal association, such federal association shall be deemed to be a continuation of the entity of the association so converted and all property of the converted association, including its rights, titles, and interests in and to all property of whatever kind, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset of any conceivable value or benefit then existing or pertaining to it, or which would inure to it, shall immediately by operation of law and without any conveyance or transfer and without any further act or deed remain and be vested in and continue and be the property of such federal association into which the state association has converted itself, and such federal association shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the converting association, and such federal association as of the time of the taking effect of such conversion shall continue to have and succeed to all the rights, obligations and relations of the converting association. All pending actions and other judicial proceedings to which the converting state association is a party shall not be deemed to have abated or to have discontinued by reason of such conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if such conversion into such federal association had not been made and such federal association resulting from such conversion may continue such action in its corporate name as a federal association, and any judgment, order or decree may be rendered for or against it which might have been rendered for or against the converting state association theretofore involved in such judicial proceedings.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 59, eff. June 1, 1970. Amended by Laws 1987, c. 61, &sect; 13, emerg. eff. May 4, 1987; Laws 1990, c. 118, &sect; 20, emerg. eff. April 23, 1990; Laws 2000, c. 81, &sect; 62, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.60. Conversion into statechartered association.&nbsp;</span></p> <p><span class="cls0">At an annual meeting or at any special meeting of the members or stockholders called to consider such action, any federal association may convert itself into an association under this act upon a majority vote of the outstanding stock entitled to vote thereon or upon a majority vote of the total number of votes of the members of such federal association eligible to be cast. Copies of the minutes of the proceedings of such meetings of members or stockholders, verified by the affidavit of the secretary or an assistant secretary, and verified copies of the plan of conversion shall be filed for approval with the State Banking Commissioner. At the meeting at which conversion is voted upon, the members or stockholders shall also vote upon the directors who shall be the directors of the statechartered association after conversion takes effect. Such directors then shall execute and file a certificate of incorporation and proposed bylaws, and the Commissioner shall file a certificate of authority upon approval by the Commissioner, all as provided in this act. The association shall include in the certificate of incorporation, the following: "This association is incorporated by conversion from a federal association." All of the directors who are chosen for the association shall sign and acknowledge the certificate of incorporation as the subscribers. The Commissioner may provide, by regulation, for any additional procedure to be followed, and application fee to be paid, by any such federal association converting into an association under this act. All the provisions regarding property and other rights and liabilities contained in Section 381.59 of this title shall apply, in reverse order, to the conversion of a federal association into an association incorporated under this act, so that the statechartered association shall be a continuation of the corporate entity of the converting federal association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 60, eff. June 1, 1970. Amended by Laws 1987, c. 61, &sect; 14, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 30, emerg. eff. March 25, 1988; Laws 1993, c. 183, &sect; 58, eff. July 1, 1993; Laws 2000, c. 81, &sect; 63, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.61. Merger or consolidation.&nbsp;</span></p> <p><span class="cls0">Pursuant to a plan agreed upon by at least twothirds of the members of the board of directors as being equitable to the members or stockholders of the association and as not impairing other associations, foreign associations, and federal associations, an association may merge or consolidate with another association, foreign association, or federal association, provided that the plan of such merger or consolidation shall be approved at an annual meeting or at any special meeting of the members or stockholders called to consider such action by a majority vote of the outstanding stock entitled to vote thereon or upon a majority vote of the total number of votes of the members present in person or by proxy. An application to merge or consolidate shall be filed with the State Banking Commissioner and the same shall be the subject of an individual proceeding pursuant to Article II of the Administrative Procedures Act, Section 309 et seq. of Title 75 of the Oklahoma Statutes. If the merger or consolidation is approved by the Commissioner, a copy of the order of approval shall be filed with the Secretary of State who shall then issue a certificate of merger. In all cases of merger or consolidation, the corporate continuity of the resulting corporation shall have the same incidents, rights and liabilities as that of an association which has converted pursuant to this act. The Commissioner may provide, by rule, for any additional procedure to be followed, and application fee to be paid, by any associations merging or consolidating pursuant to this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 61, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 29, eff. July 1, 1979; Laws 1987, c. 61, &sect; 15, emerg. eff. May 4, 1987; Laws 1993, c. 183, &sect; 59, eff. July 1, 1993; Laws 2000, c. 81, &sect; 64, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.62. Voluntary liquidation.&nbsp;</span></p> <p><span class="cls0">A. With the approval of the State Banking Commissioner, an association may liquidate and dissolve. The Commissioner may grant such approval upon an application by an association after the proposal to liquidate and dissolve has been approved by a vote of a majority of the outstanding voting stock, in the case of a stock association, or by a majority vote of the total number of votes of the members present in person or by proxy, in the case of a mutual association, at a meeting called for that purpose, and that after giving effect to any proposed purchase of the assets of the association and assumption of its liabilities as provided for in Section 381.63a of this title the association will be solvent and will have sufficient liquid assets to pay off any remaining depositors and creditors immediately.&nbsp;</span></p> <p><span class="cls0">B. 1. Upon approval by the Commissioner, the association shall immediately cease to do business, shall have only the powers necessary to effect an orderly liquidation and shall proceed to pay its depositors and creditors and to wind up its affairs.&nbsp;</span></p> <p><span class="cls0">2. Within thirty (30) days of the approval, the association shall send a notice of liquidation by mail to each depositor, creditor, person interested in funds held as a fiduciary, lessee of a safe deposit box and a bailor of property at the address of such person as shown on the books of the association. However, in the case of all depositors, creditors, loan customers or lessees of safe deposit boxes whose deposits, accounts or other contractual arrangements with the association have been purchased or assumed as provided for in Section 381.63a of this title, a notice of purchase and assumption shall be sent by the purchaser in lieu of a notice of liquidation by the liquidating association. The notice prepared by the association shall be posted conspicuously on the premises of the association and shall be given such publication as the Commissioner may require. The purchaser or the liquidating association, as applicable, shall send with each notice a statement of the amount shown on the books to be the claim or liability of the depositor, creditor or other customer. Each such notice shall demand that claims of depositors and creditors, or corrected statements of amounts owed by the customer, if the amount claimed or owed differs from that stated in the notice, be filed with the notifying institution before a specified date not earlier than sixty (60) days thereafter in accordance with the procedure prescribed in the notice. The notice prepared by the liquidating association shall also demand that property held by the association as bailee or in a safe deposit box not taken over by a purchaser be withdrawn by the person entitled thereto.&nbsp;</span></p> <p><span class="cls0">3. As soon after approval as may be practicable the association shall resign all fiduciary positions and take such action as may be necessary to settle its fiduciary accounts, and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in Section 1018 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">4. Any safe deposit boxes which have not been taken over by a purchaser, and the contents of which have not been removed within thirty (30) days after demand, shall be opened. Sealed packages containing the contents of such box, with a certificate of inventory of contents, together with any other unclaimed property held by the association as bailee and certified inventories thereof, shall be transferred to the Commissioner who shall administer the property in accordance with the provisions of the Uniform Unclaimed Property Act.&nbsp;</span></p> <p><span class="cls0">5. The approval of an application for liquidation shall not impair the right of a depositor or creditor whose account has not been unconditionally assumed by a purchaser to be paid in full by the liquidating association, and all lawful claims of remaining creditors and depositors of the liquidating association shall promptly be paid. The unearned portion of the rental of a safe deposit box not taken over by a purchaser shall be returned to the lessee.&nbsp;</span></p> <p><span class="cls0">6. Any assets remaining after the discharge of or adequate provision for all obligations shall be distributed to the stockholders or members in accordance with a plan of voluntary liquidation filed with and approved by the Commissioner. No such distribution shall be made before all claims of depositors and creditors have been:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;assumed as provided for in Section 381.63a of this title,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;provided for by the establishment of a reserve fund in an amount approved by the Commissioner,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;paid by the liquidating association, or&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;in the case of any disputed claim, provided for by transmittal to the Commissioner of a sum adequate to meet any liability that may be judicially determined.&nbsp;</span></p> <p><span class="cls0">C. Any unclaimed distribution to a stockholder, member or depositor shall be held until ninety (90) days after the final distribution and then transmitted to the Commissioner. Such unclaimed funds shall be held by the Commissioner and administered in accordance with the provisions of the Uniform Unclaimed Property Act.&nbsp;</span></p> <p><span class="cls0">D. If the Commissioner finds that assets will be insufficient for the full discharge of all obligations or that completion of the liquidation has been unduly delayed, the Commissioner may take possession and complete the liquidation in the manner provided in this act for involuntary liquidations.&nbsp;</span></p> <p><span class="cls0">E. The Commissioner may require reports of the progress of liquidation. Whenever the Commissioner is satisfied that the liquidation has been properly completed the Commissioner shall enter an order of dissolution and recommend to the Secretary of State that the association's certificate of incorporation be canceled, upon receipt of which the Secretary of State shall cancel such certificate.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 62, eff. June 1, 1970. Amended by Laws 1978, c. 168, &sect; 30, eff. July 1, 1979; Laws 1988, c. 65, &sect; 31, emerg. eff. March 25, 1988; Laws 1991, c. 331, &sect; 49, eff. Sept. 1, 1991; Laws 1993, c. 183, &sect; 60, eff. July 1, 1993; Laws 2000, c. 81, &sect; 65, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.63a. Purchase and sale of assets and business of association Authorization and approval Assumption of certificates of deposit Transfer of fiduciary positions.&nbsp;</span></p> <p><span class="cls0">A. Any association may sell to any other association, federal association, national banking association or Oklahoma-chartered bank all, or substantially all, of the selling association's assets and business, or all, or substantially all, of the assets and business of any department or branch of the selling association.&nbsp;</span></p> <p><span class="cls0">B. Any association, upon assuming the liabilities relating thereto, may purchase all, or substantially all, of the assets and business of another association, federal association, national banking association or Oklahoma-chartered bank, or all, or substantially all, of the assets and business of any department or branch of the selling institution.&nbsp;</span></p> <p><span class="cls0">C. The agreement of purchase and sale shall be authorized and approved by the boards of directors of the purchasing and selling institutions, and authorized and approved by the vote of a majority of the stockholders of the purchasing and selling institutions, or by a majority vote of the total number of votes of the members present in person or by proxy, in the case of mutual associations or mutual federal associations, at meetings called for the purpose and shall be filed with the State Banking Commissioner accompanied by evidence of such stockholders' or members' approval in like manner as plans of merger are filed. Copies of the agreement of purchase and sale shall be filed with and subject to the approval of the Commissioner, together with a fee for review of the transaction as required by rule of the Commissioner, and shall be accompanied by evidence of approval of such stockholders or members thereof in like manner as agreements of merger are filed. After such approval is given by the stockholders or members, a notice of such sale shall be published once a week for two (2) successive weeks in a newspaper of general circulation in the county in which the selling institution has its main office. Proof of such publication shall be filed with the Commissioner. The Commissioner may permit the requirement for publication of notice to be satisfied after the purchase and sale becomes effective if the Commissioner determines that:&nbsp;</span></p> <p><span class="cls0">1. The selling institution is solvent, but either is close to insolvency or is experiencing a run on deposits;&nbsp;</span></p> <p><span class="cls0">2. The terms of the agreement of purchase and sale are essentially fair to the selling institution; and&nbsp;</span></p> <p><span class="cls0">3. The selling institution will remain solvent after the purchase and sale.&nbsp;</span></p> <p><span class="cls0">D. Any deposit account which is unconditionally assumed by the purchasing association pursuant to an agreement approved by the Commissioner, and which, after a depositor's preexisting accounts at the purchasing institution are added to the accounts assumed from the selling institution, is fully covered by the Federal Deposit Insurance Corporation insurance limits at the purchasing institution, shall cease to be an obligation of the selling institution after the purchase and sale becomes effective. Notwithstanding any term of the purchase and sale agreement or of the contract of deposit, a deposit account or other creditor's account shall be deemed to be only conditionally assumed by the purchasing institution if:&nbsp;</span></p> <p><span class="cls0">1. The amount of preexisting deposit accounts of a depositor at the purchasing institution, together with accounts of that depositor which are assumed from the selling institution, would exceed the Federal Deposit Insurance Corporation insurance limits of such purchasing institution; or&nbsp;</span></p> <p><span class="cls0">2. Claims of a depositor or other creditor against a selling institution and loans of a depositor from the selling institution are not simultaneously assumed by the purchasing institution so as to preserve a right of setoff. Any depositor or creditor of the selling institution whose business is conditionally sold has the right, after such sale:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;upon payment of any indebtedness owing by the depositor to the selling institution, to withdraw the deposit in full from the selling institution on demand, unless by dealing with the purchasing institution with knowledge of the purchase the depositor ratifies the transfer, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;to exercise the right to setoff of the depositor, unless by dealing with the purchasing institution with knowledge of the purchase the depositor ratifies the transfer.&nbsp;</span></p> <p><span class="cls0">E. The agreement of sale may provide for the transfer to the purchasing institution of all fiduciary positions held by the selling institution subject to the right of the district court of the county in which the selling institution is situated, on petition of any interested party, to appoint another or succeeding fiduciary to the positions so transferred. However, the provisions of the instrument creating the fiduciary position shall control such succession, if it so provides therein. Until such court appoints another or succeeding fiduciary, the purchasing institution shall, if it has qualified, exercise any fiduciary function vested in the selling institution and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in subsection F of Section 1109 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">F. Except as provided for in subsection D of this section, no right against or obligation of the selling institution in respect of the assets or business sold shall be released or impaired by the sale until one (1) year from the last date of publication of the notice pursuant to subsection C of this section, but after the expiration of such year no action can be brought against the selling institution on account of any deposit, obligation, trust or asset transferred to or liability assumed by the purchasing association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1988, c. 65, &sect; 32, emerg. eff. March 25, 1988. Amended by Laws 1990, c. 173, &sect; 28, emerg. eff. May 3, 1990; Laws 2000, c. 81, &sect; 66, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 1990, c. 118, &sect; 21 repealed by Laws 1990, c. 337, &sect; 26.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.64. Authorized foreign associations.&nbsp;</span></p> <p><span class="cls0">Except as this act otherwise provides, no foreign association shall be granted permission by the State Banking Commissioner or the Secretary of State to do business within this state and each foreign association now holding a certificate of authority issued by the Commissioner may continue to do business through its duly appointed agent but only in the county where it is now operating. Each such foreign association shall remain subject to supervision, and to examination as deemed necessary, by the Commissioner and to the rules of the Commissioner and shall make no loans in this state and accept no deposit accounts in this state other than loans and deposit accounts of a class which are authorized for Oklahoma chartered associations. In the event an authorized foreign association fails to comply with the provisions of this act or with the requirements of the Commissioner, or to keep on file with the Commissioner and the Secretary of State a written appointment of its resident agent upon whom service of summons and all other legal process may be had, or to pay the supervisory fees provided by this act, the Commissioner may revoke the certificate of authority of such association and invoke other remedies as provided by law. In the event of such revocation, the Secretary of State shall revoke and cancel the certificate of domestication of such association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 64, eff. June 1, 1970. Amended by Laws 1986, c. 219, &sect; 6, emerg. eff. June 9, 1986; Laws 1987, c. 61, &sect; 16, emerg. eff. May 4, 1987; Laws 1993, c. 183, &sect; 61, eff. July 1, 1993; Laws 2000, c. 81, &sect; 67, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.65. Limited certificate of authority Activities of unauthorized associations.&nbsp;</span></p> <p><span class="cls0">A. A federal association not having its main office or any branches in this state or any foreign association may apply to the State Banking Commissioner for a limited certificate of authority to transact business in this state. The application shall explicitly limit the purposes which the federal association not having its main office or any branches in this state or foreign association may pursue in this state. Such entity may apply to engage in any activity reasonably necessary or desirable in order to deal with loans originated by it in interstate commerce or acquired by it by assignment from an originating lender qualified or otherwise permitted to do business in this state, or any collateral securing such loans, as well as any property, real or personal, acquired by it by foreclosure or otherwise in satisfaction of debt held by it. Without limitation, a limited certificate of authority shall:&nbsp;</span></p> <p><span class="cls0">1. Permit a federal association not having its main office or any branches in this state or a foreign association to have full access to the courts of this state;&nbsp;</span></p> <p><span class="cls0">2. Allow it to refinance, renew, extend or work out loans which it has originated in interstate commerce or which it has acquired by assignment;&nbsp;</span></p> <p><span class="cls0">3. Allow it to take all steps reasonably necessary to monitor collateral and the credit quality of its debtors; and&nbsp;</span></p> <p><span class="cls0">4. Allow it to manage, rent, sell or finance any property acquired by it by foreclosure or otherwise in satisfaction of debt held by it.&nbsp;</span></p> <p><span class="cls0">The Commissioner shall have authority to approve under a limited certificate of authority other specific purposes that such entity applies to engage in, provided that those purposes are incidental to or reasonably necessary in connection with the purposes more specifically permitted by this subsection. A federal association not having its main office or any branches in this state, or a foreign association, as part of its application for a limited certificate of authority shall commit that it will not originate loans or solicit or accept applications for loans at any place within this state, nor shall it, directly or indirectly, receive applications for or payments or deposits to deposit accounts or investment securities of any kind at any place within this state. Such entity shall commit in its application that when doing business in this state it shall use a specified fictitious name not containing any of the terms forbidden by Section 381.23 of this title and, without limitation, it shall not use such terms on any office, advertising, telephone listing or other medium of holding itself out to the public within this state. However, in executing any legal documents or participating in court proceedings, the federal association not having its main office or any branches in this state or foreign association shall use its actual name. The Commissioner shall establish a list of items of information required to be contained in or submitted with an application for a limited certificate of authority, and shall fix a reasonable filing fee to defray the cost of processing such applications. The Commissioner shall act upon and issue an order granting or denying each application for a limited certificate of authority. If and when all requirements of the Commissioner are met, a limited certificate of authority shall be issued and the applying entity shall comply with all steps necessary in order to qualify to do business in this state in accordance with the provisions of Section 1130 of this title. The Secretary of State shall not allow such entity to qualify to do business until it furnishes proof that it holds a limited certificate of authority issued by the Commissioner.&nbsp;</span></p> <p><span class="cls0">B. A federal association not having its main office or any branches in this state or a foreign association shall not be determined to be transacting or engaging in business in this state, either for the purposes of this act or for the purposes of Sections 1130 and 1131 of this title, solely by reason of the activities of its majorityowned subsidiary which is incorporated or qualified to do business within this state. The provisions of this subsection shall have no application to the question of whether the majorityowned subsidiary's parent company is:&nbsp;</span></p> <p><span class="cls0">1. Subject to service of process and suit in this state pursuant to the laws of this state; or&nbsp;</span></p> <p><span class="cls0">2. Subject to the taxation laws of this state.&nbsp;</span></p> <p><span class="cls0">C. A foreign association which does not have a certificate of authority or limited certificate of authority from the Commissioner, or a federal association which does not have permission from the Director of the Office of Thrift Supervision to operate its main office or any branches in this state, shall not be deemed to be transacting or engaging in business in this state, for the purposes of this act, by reason of the purchase or acquisition, holding or sale of loans secured by mortgages on Oklahoma real estate, or participating interests therein, or the foreclosure thereof and acquiring of title to such mortgaged real estate in satisfaction of the mortgage indebtedness.&nbsp;</span></p> <p><span class="cls0">D. If a certificate of authority or limited certificate of authority to transact business has not been issued by the Commissioner to a federal association not having permission from the Director of the Office of Thrift Supervision to operate its main office or any branches in this state, or to a foreign association, then such unauthorized entity shall not maintain any office in this state and shall not directly or indirectly through brokers, agents or others:&nbsp;</span></p> <p><span class="cls0">1. Receive applications for or payments or deposits to deposit accounts or investment securities of any kind at any place within this state;&nbsp;</span></p> <p><span class="cls0">2. Assert or imply directly or by means of the mail, radio, television, newspapers, magazines or other media originating from any place within this state that it has agents or representatives in this state with whom its deposit accounts and investments may be discussed;&nbsp;</span></p> <p><span class="cls0">3. Distribute any of its advertising material from any place within this state;&nbsp;</span></p> <p><span class="cls0">4. Display its name by signs or other wording on windows, doors or placards, or otherwise represent that it does business within this state or is represented for transaction of business at any location in this state; or&nbsp;</span></p> <p><span class="cls0">5. Hold assets in this state other than those permitted by subsection C of this section.&nbsp;</span></p> <p><span class="cls0">E. The Commissioner may obtain an injunction or take any other action necessary to prevent any federal association not having its main office or any branches in this state or any foreign association from violating any provision of this act or the rules of the Commissioner. Any such entity which violates any provision of this act and any agent or representative who transacts or solicits business for such entity which is acting in violation of this act shall forfeit and pay to the State of Oklahoma, to be recovered in a civil action in the name of the State of Oklahoma, the sum of Five Thousand Dollars ($5,000.00).&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 65, eff. June 1, 1970. Amended by Laws 1988, c. 65, &sect; 33, emerg. eff. March 25, 1988; Laws 1990, c. 118, &sect; 22, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 62, eff. July 1, 1993; Laws 2000, c. 81, &sect; 68, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.66. Federal associations.&nbsp;</span></p> <p><span class="cls0">Federal associations are not deemed to be foreign associations. Unless federal laws or regulations provide otherwise, federal associations, which have their main office in this state, and members thereof shall possess all of the rights, powers, privileges, benefits, immunities and exemptions which are provided by this act or which are now or may be hereafter provided by laws of this state for associations organized under the laws of this state and for the members thereof. This provision is additional and supplemental to any section of this act or other law, which by specific reference is applicable to federal associations and the members thereof.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 101, &sect; 66, eff. June 1, 1970. Amended by Laws 2000, c. 81, &sect; 69, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;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.&nbsp;</span></p> <p><span class="cls0">A. At an annual meeting or at any special meeting of the members or stockholders called to consider such action, any association may convert itself into a national banking association pursuant to federal laws, or may convert itself into an Oklahoma-chartered bank pursuant to the Oklahoma Banking Code, upon a majority vote of the outstanding stock entitled to vote thereon or upon a majority of the total number of votes of the members present in person or by proxy. An association converting to a state-chartered bank shall file with the State Banking Commissioner an application which shall be the application prescribed in Section 305 of Title 6 of the Oklahoma Statutes. However, the applicant shall not be required to provide evidence of need of granting authority to convert. The applicant association shall follow the publication requirements of Section 306.1 of Title 6 of the Oklahoma Statutes. Issuance of a state bank charter to the converting association by the Oklahoma Banking Board shall follow the prescribed procedure of the Oklahoma Banking Code. There shall be filed with the Commissioner a copy of the charter issued to such national banking association by the Office of the Comptroller of the Currency or of the certificate of authority issued to such Oklahoma-chartered bank by the Oklahoma Banking Board. Upon the grant to any association of a charter by the Office of the Comptroller of the Currency or of a certificate of authority by the Oklahoma Banking Board, the association receiving such charter or certificate of authority shall cease to be an association incorporated by this state. Upon conversion of any association into a national banking association or Oklahoma-chartered bank, such national banking association or Oklahoma-chartered bank shall be deemed to be a continuation of the entity of the association so converted. All property of the converted association, including its rights, titles and interests in and to all property of whatever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest and asset of any conceivable value or benefit then existing or pertaining to it, or which would inure to it, shall immediately by operation of law and without any conveyance or transfer and without any further act or deed remain and be vested in and continue and be the property of such national banking association or Oklahoma-chartered bank into which the association has converted itself. Such national banking association or Oklahoma-chartered bank shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the converting association, and such national banking association or Oklahoma-chartered bank as of the time of the taking effect of such conversion shall continue to have and succeed to all the rights, obligations and relations of the converting association. All pending actions and other judicial proceedings to which the converting association is a party shall not be deemed to have abated or to have discontinued by reason of such conversion. Such pending actions and other judicial proceedings may be prosecuted to final judgment, order or decree in the same manner as if such conversion into such national banking association or Oklahoma-chartered bank had not been made. The national banking association or Oklahoma-chartered bank resulting from such conversion may continue such action in its corporate name as a national banking association or Oklahoma-chartered bank, and any judgment, order or decree may be rendered for or against it which might have been rendered for or against the converting association theretofore involved in such judicial proceedings.&nbsp;</span></p> <p><span class="cls0">B. In the case of a conversion of a mutual association to a national banking association or Oklahoma-chartered bank, the members of the mutual association, at the meeting at which conversion to a national banking association or Oklahoma-chartered bank is voted upon, shall also vote upon the directors who shall be the directors of the national banking association or Oklahoma-chartered bank after the conversion takes place. The directors shall file with the Commissioner an application for conversion and a firm commitment for, or evidence of, insurance of deposits and other accounts of a withdrawable type by the Federal Deposit Insurance Corporation. The Commissioner may refuse to approve the application if it has reason to believe that the plan of conversion is not fair and equitable to all of the members and that sufficient provision is not made to protect the interests of the depositors of the prospective national banking association or Oklahoma-chartered bank. Upon the approval by the Commissioner and by the Office of the Comptroller of the Currency or the Oklahoma Banking Board, the association shall cease to be a mutual association.&nbsp;</span></p> <p><span class="cls0">C. The conversion of a mutual association into a national banking association or Oklahoma-chartered bank shall be effected in accordance with a plan of conversion adopted by the members as provided in this section and consistent with the other provisions of this title. The plan shall provide that:&nbsp;</span></p> <p><span class="cls0">1. Each deposit account holder in the converting mutual association shall receive a deposit account in the converted national banking association or Oklahoma-chartered bank equal in amount to the deposit account of such holder in the mutual association;&nbsp;</span></p> <p><span class="cls0">2. A record date for determining deposit account holders entitled to purchase stock shall be established which is not less than ninety (90) days prior to the date of adoption of the plan of conversion by the board of directors of such association;&nbsp;</span></p> <p><span class="cls0">3. Officers, directors and employees of the association and their associates shall forego any participation in the initial distribution of permanent capital stock to the extent that any such person increased the account of such person by more than Twenty Thousand Dollars ($20,000.00) during the six (6) months preceding the record date established pursuant to this section. For this purpose the term "associate" shall have the same meaning as in Section 381.50 of this title;&nbsp;</span></p> <p><span class="cls0">4. The amount of stock of the converted national banking association or Oklahoma-chartered bank to which a member is entitled to subscribe shall be determined on the basis of the ratio of the deposits of the member with the association on the record date to the total deposits of the association on the record date, as applied to the initial issuance of permanent capital stock. Each deposit account holder as of the record date may receive warrants authorizing the purchase of shares of permanent capital stock of the converted national banking association or Oklahoma-chartered bank at a price determined by the board of directors of the institution and approved by the Commissioner or the Director of the Office of Thrift Supervision, and scrip denoting fractional stock interests of less than one share. However, no deposit account holder shall be entitled to scrip representing fractional interests of less than one-fifth (1/5) share of stock; and&nbsp;</span></p> <p><span class="cls0">5. In connection with a conversion, deposit account holders shall have a preemptive right to purchase such permanent capital stock for a period of not less than fourteen (14) days from the date the offer to sell permanent capital stock is made.&nbsp;</span></p> <p><span class="cls0">D. In no case of conversion of a mutual association to a national banking association or Oklahoma-chartered bank shall any reserves existing at the time of such conversion ever inure to the benefit of the permanent capital stock, but shall be maintained as reserves in accordance with directions of the Commissioner. The reserves of the converted national banking association or Oklahoma-chartered bank resulting from the conversion of a mutual association shall be not less than the amount necessary to meet the requirements of the Office of the Comptroller of the Currency or of the Federal Deposit Insurance Corporation, respectively.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 24, emerg. eff. May 3, 1990. Amended by Laws 1993, c. 183, &sect; 63, eff. July 1, 1993; Laws 2000, c. 81, &sect; 70, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.66b. Conversion of national banking association or Oklahoma-chartered bank into stock association.&nbsp;</span></p> <p><span class="cls0">A. At an annual meeting or at any special meeting of the stockholders called to consider such action, any national banking association or Oklahoma-chartered bank may convert itself into a stock association pursuant to this act upon a majority vote of the outstanding stock entitled to vote thereon, and in compliance with any federal laws, or provisions of the Oklahoma Banking Code, applicable to such a transaction by the converting national banking association or Oklahoma-chartered bank. Copies of the minutes of the proceedings of such meeting of stockholders, verified by the affidavit of the secretary or an assistant secretary, and verified copies of the plan of conversion shall be filed for approval with the State Banking Commissioner. At the meeting at which conversion is voted upon, the stockholders shall also vote upon the directors who shall be the directors of the state-chartered association after conversion takes effect. Such directors then shall execute and file an application for conversion, a proposed certificate of incorporation and proposed bylaws, and the Commissioner shall, upon approval, issue a certificate of authority, all as provided in this act. The Commissioner shall approve the application for conversion and issue a certificate of authority if it appears that:&nbsp;</span></p> <p><span class="cls0">1. The resulting stock association meets all of the requirements of this act as to the formation of a new stock association; and&nbsp;</span></p> <p><span class="cls0">2. The resulting stock association will have an adequate capital structure including surplus. The association shall include in the certificate of incorporation the following, as applicable: "This association is incorporated by conversion from a national banking association/Oklahoma-chartered bank." All of the directors who are chosen for the association shall sign and acknowledge the certificate of incorporation as the subscribers. The Commissioner may provide, by regulation, for any additional procedure to be followed by any such national banking association or Oklahoma-chartered bank converting into an association under this act, including the amount of the application fee to be paid to the Oklahoma State Banking Department. All the provisions regarding property and other rights and liabilities contained in Section 381.66a of this title shall apply, in reverse order, to the conversion of a national banking association or Oklahoma-chartered bank into an association incorporated under this act, so that the state-chartered association shall be a continuation of the corporate entity of the converting national banking association or Oklahoma-chartered bank.&nbsp;</span></p> <p><span class="cls0">B. In connection with the review of the application for conversion, the Commissioner may conduct an examination of the converting institution, and such examination shall be paid for by the converting institution according to the fees prescribed in subsection D of Section 381.15 of this title for special examinations. The deposit payable by the converting institution pursuant to paragraph 5 of Section 381.16 of this title shall not be a limitation on the examination fee payable by the converting institution.&nbsp;</span></p> <p><span class="cls0">C. If a converting national banking association or Oklahoma-chartered bank has assets which do not conform to the requirements of state law for the converted state association, or there are business activities which are not permitted for the converted state association, the Commissioner may permit a reasonable time to conform with state law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 25, emerg. eff. May 3, 1990. Amended by Laws 1993, c. 183, &sect; 64, eff. July 1, 1993; Laws 2000, c. 81, &sect; 71, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;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.&nbsp;</span></p> <p><span class="cls0">A. Upon approval of the State Banking Commissioner, one or more national banking associations or Oklahoma-chartered banks may be merged with and into a stock association as hereafter prescribed, except that the action by a constituent national banking association shall be taken in the manner prescribed by and shall be subject to any limitation or requirements imposed by any law of the United States which shall govern the rights of its dissenting shareholders.&nbsp;</span></p> <p><span class="cls0">B. The board of directors of each constituent institution shall, by a majority of the entire board, approve a merger agreement which shall contain:&nbsp;</span></p> <p><span class="cls0">1. The name of each constituent institution and the location of each office;&nbsp;</span></p> <p><span class="cls0">2. With respect to the resulting stock association the name and the location of each proposed office, the name and residence of each director to serve until the next annual meeting of the stockholders, the name and residence of each officer, the amount of capital, the number of shares and the par value of each share, whether preferred stock is to be issued and the amount, terms and preferences and the amendments to the certificate of incorporation and bylaws;&nbsp;</span></p> <p><span class="cls0">3. The terms for the exchange of shares of the constituent institutions for the shares or other consideration of the resulting stock association;&nbsp;</span></p> <p><span class="cls0">4. A statement that the merger and the merger agreement is subject to approval by the Commissioner and by the stockholders of each constituent institution;&nbsp;</span></p> <p><span class="cls0">5. Provisions governing the manner of disposing of the shares of the resulting stock association not taken by dissenting stockholders of the constituent institutions; and&nbsp;</span></p> <p><span class="cls0">6. Such other provisions as the Commissioner requires to enable it to discharge its duties with respect to the merger.&nbsp;</span></p> <p><span class="cls0">C. After approval by the board of directors of each constituent institution, the merger agreement shall be submitted to the Commissioner for approval, together with a fee for review of the merger as required by rule of the Commissioner which shall be deposited in the Oklahoma State Banking Department revolving fund pursuant to Section 211.1 of Title 6 of the Oklahoma Statutes, certified copies of the authorizing resolutions of the several boards of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any constituent national banking association.&nbsp;</span></p> <p><span class="cls0">D. Without approval by the Commissioner, no asset shall be carried on the books of the resulting stock association at a valuation higher than that on the books of the constituent bank at the time of the last examination by a state or national bank examiner before the effective date of the merger.&nbsp;</span></p> <p><span class="cls0">E. Within thirty (30) days after receipt by the Commissioner of the papers specified in subsection C of this section, the Commissioner shall approve or disapprove the merger agreement. The Commissioner shall approve the agreement if it appears that:&nbsp;</span></p> <p><span class="cls0">1. The resulting stock association meets all of the requirements of this act as to the formation of a new stock association;&nbsp;</span></p> <p><span class="cls0">2. The agreement provides an adequate capital structure including surplus;&nbsp;</span></p> <p><span class="cls0">3. The agreement is fair; and&nbsp;</span></p> <p><span class="cls0">4. The merger is not contrary to the public interest. If the Commissioner disapproves an agreement, the Commissioner shall state all objections and give an opportunity to the constituent institutions to amend the merger agreement to obviate such objection.&nbsp;</span></p> <p><span class="cls0">F. Where the resulting stock association is not to exercise trust powers, the Commissioner shall not approve a merger until satisfied that adequate provision has been made for successors to fiduciary positions held by constituent banks, and the manner of succession of trust powers and successor trustees shall follow the same procedure as set out in Section 1018 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">G. To be effective, a merger must be approved by the stockholders of each constituent institution by a majority vote of the outstanding voting stock at a meeting called to consider such action, which vote shall constitute the adoption of the certificate of incorporation and bylaws of the resulting stock association, including the amendments set forth in the merger agreement.&nbsp;</span></p> <p><span class="cls0">H. The notice of the meeting of stockholders shall be given by publication in a newspaper of general circulation in the place where the main office of each constituent institution is located, at least once a week for four (4) successive weeks, and by mail, at least fifteen (15) days before the date of the meeting, to each stockholder of record of each constituent institution at the address of such stockholder on the books of the institution, who has not waived such notice in writing. No notice by publication need be given if written waivers are received from the holders of a majority of the outstanding shares of each class of voting stock.&nbsp;</span></p> <p><span class="cls0">I. At the effective time of the merger the charters of the constituent institutions other than the resulting stock association shall be deemed to be surrendered.&nbsp;</span></p> <p><span class="cls0">J. The resulting stock association shall be considered the same business and corporate entity as each constituent bank with all of the rights, powers, and duties of each constituent bank, except as limited by the certificate of incorporation and bylaws of the resulting stock association.&nbsp;</span></p> <p><span class="cls0">K. Any reference to any constituent bank in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the resulting stock association if not inconsistent with the other provisions of such writing.&nbsp;</span></p> <p><span class="cls0">L. If a constituent bank has assets which do not conform to the requirements of state law for the resulting stock association, or if there are business activities which are not permitted for the resulting stock association, the Commissioner may permit a reasonable time to conform with state law.&nbsp;</span></p> <p><span class="cls0">M. Rights of dissenting stockholders of a constituent bank shall be those described in Section 1104 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 26, emerg. eff. May 3, 1990. Amended by Laws 1993, c. 183, &sect; 65, eff. July 1, 1993; Laws 2000, c. 81, &sect; 72, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.66d. Merger of stock association into national banking association - Rights and liabilities of association and stockholders - Applicable law.&nbsp;</span></p> <p><span class="cls0">Nothing in the law of this state shall restrict the right of a stock association to merge with and into a national banking association. The action to be taken by a constituent stock association and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banking associations at the time of the action by the applicable laws of the United States and not by the laws of this state. Upon the completion of the merger with and into a national banking association, the certificate of authority and the certificate of incorporation of any merging stock association shall automatically terminate.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1990, c. 173, &sect; 27, emerg. eff. May 3, 1990.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.71. Definitions.&nbsp;</span></p> <p><span class="cls0">As used in this section and Sections 381.72 and 381.73 of this title:&nbsp;</span></p> <p><span class="cls0">1. "Acquire" means:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;the merger or consolidation of an outofstate savings institution with or into an instate savings institution,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;the acquisition by an outofstate savings institution of direct or indirect ownership or control of voting shares or, in the case of a mutual savings institution, voting rights of an instate savings institution if, after such acquisition, such outofstate savings institution directly or indirectly owns or controls twentyfive percent (25%) or more of any class of voting shares or voting rights of such instate savings institution, excluding shares or rights owned or held by the United States or by any organization wholly owned by the United States,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;the acquisition by an outofstate savings institution of the direct or indirect ownership of all or substantially all of the assets, including, if agreed, the assets of any branches and facilities, of an instate savings institution, or&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;any other action that would result in the direct or indirect ownership or control by an outofstate savings institution of an instate savings institution;&nbsp;</span></p> <p><span class="cls0">2. "Control" means direct or indirect ownership of or holding with the power to vote twentyfive percent (25%) or more of the voting shares, or in the case of a mutual savings institution, the voting rights, excluding shares or rights owned or held by the United States or by any organization wholly owned by the United States, or the power in any manner to elect a majority of the directors or directly or indirectly to exercise a controlling influence, as determined by the State Banking Commissioner after notice and an opportunity for hearing, on the management or policies of a company;&nbsp;</span></p> <p><span class="cls0">3. "Holding company" means a company which owns or controls one or more savings institutions organized under the laws of any state or the laws of the United States;&nbsp;</span></p> <p><span class="cls0">4. "Main office" means the office of a savings institution designated by the Commissioner or the Office of Thrift Supervision as the main office of the institution and located within the United States;&nbsp;</span></p> <p><span class="cls0">5. "Instate savings institution" means a savings institution organized under the laws of this state or the laws of the United States whose main office is located in Oklahoma;&nbsp;</span></p> <p><span class="cls0">6. "Oklahoma holding company" means a holding company organized under the laws of this state;&nbsp;</span></p> <p><span class="cls0">7. "Outofstate savings institution" means any savings institution organized under the laws of another state or the laws of the United States whose main office is located in another state;&nbsp;</span></p> <p><span class="cls0">8. "Savings institution" means any association or federal association, or as the context requires, any holding company or subsidiary of such savings institution; and&nbsp;</span></p> <p><span class="cls0">9. "Subsidiary" means a company which is owned or controlled by a savings institution.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 219, &sect; 1, emerg. eff. June 9, 1986. Amended by Laws 1987, c. 61, &sect; 17, emerg. eff. May 4, 1987; Laws 1988, c. 65, &sect; 34, emerg. eff. March 25, 1988; Laws 1993, c. 183, &sect; 66, eff. July 1, 1993; Laws 2000, c. 81, &sect; 73, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.72. Repealed by Laws 1990, c. 118, &sect; 26, emerg eff. April 23, 1990.&nbsp;</span></p> <p><span class="cls0">&sect;18-381.73. Acquisition of control - Prohibited transactions - Approval of acquisition - Branching, acquisition and conversion by subsidiaries - Limitations and restrictions - Applicable law - Penalties.&nbsp;</span></p> <p><span class="cls0">A. An out-of-state savings institution, upon approval by the State Banking Commissioner, may acquire direct or indirect control of an unlimited number of in-state savings associations for operation as in-state savings institutions, and may acquire any such institutions' parent Oklahoma holding company. Any acquisition made pursuant to the provisions of this section may include assets and liabilities of the in-state savings institution or its parent Oklahoma holding company and all branches and facilities thereof.&nbsp;</span></p> <p><span class="cls0">B. 1. No in-state savings institution which becomes a subsidiary of an out-of-state savings institution under any extraordinary acquisition provisions of federal law, or which is otherwise controlled by an out-of-state savings institution, shall be permitted to acquire direct or indirect ownership or control of, or to convert to a branch, any additional in-state savings institution or to establish additional branches or facilities, except as otherwise provided for in this section.&nbsp;</span></p> <p><span class="cls0">2. No out-of-state savings institution may directly or indirectly acquire control of an in-state savings institution or its parent Oklahoma holding company except as otherwise permitted by this section.&nbsp;</span></p> <p><span class="cls0">C. No acquisition provided for in this section shall be permitted unless the approval of the Commissioner required pursuant to subsection A of this section:&nbsp;</span></p> <p><span class="cls0">1. Includes, for all acquisitions, a finding that:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;the in-state savings institution sought to be acquired or all of the savings institution subsidiaries of the parent Oklahoma holding company sought to be acquired have either been in existence and continuous operation for more than five (5) years, and&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;notice of intent to acquire has been published in a newspaper of general paid circulation in the county or counties where the in-state savings institution to be acquired is located and that a notice of intent to acquire has been mailed by certified mail with return receipt requested to each person owning stock in the in-state savings institution to be acquired or in its parent Oklahoma holding company or, if the in-state savings institution to be acquired is a mutual association, notice has been given as in the case of a proceeding under Section 381.61 of this title;&nbsp;</span></p> <p><span class="cls0">2. Includes, for any acquisition of a majority of the voting shares of a stock association or of its parent Oklahoma holding company, or for any acquisition of a mutual association by merger or purchase and assumption transaction with another in-state savings association, a finding that the acquisition has been approved by the board of directors and a majority of the stockholders of or holders of voting rights in the in-state savings institution or of its parent Oklahoma holding company, as applicable;&nbsp;</span></p> <p><span class="cls0">3. Subjects the acquisition to any conditions, restrictions, and requirements that would be applicable to such an acquisition by an in-state savings institution of an out-of-state savings institution in the state where the out-of-state savings institution has its main office, if such state has enacted and implemented legislation authorizing the acquisition by an in-state savings institution of out-of-state savings institutions located in that state, but that would not be applicable to acquisitions in that state by an out-of-state savings institution all of whose savings institution subsidiaries are located in that state; and&nbsp;</span></p> <p><span class="cls0">4. Except when the additional acquisition is of an in-state savings institution whose stock is held as stock acquired in the course of realizing upon a security interest which secured a debt previously contracted in good faith prior to the original acquisition by the out-of-state savings institution, prohibits additional branching and further acquisitions by an in-state savings institution which is a subsidiary of an out-of-state savings institution unless and until the earlier of:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;such time as the Commissioner determines that the state in which the out-of-state savings institution has its main office has enacted and implemented legislation authorizing in-state savings institutions to acquire savings institutions in that state on a reciprocal basis, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;the expiration of a four-year period commencing on the date of acquisition by the out-of-state savings institution.&nbsp;</span></p> <p><span class="cls0">D. Any in-state savings institution or its parent Oklahoma holding company which becomes a subsidiary of an out-of-state financial institution under the extraordinary acquisition provisions of federal law, or which is otherwise deemed to be controlled by an out-of-state financial institution, may acquire direct or indirect ownership or control of any additional in-state financial institution or its parent Oklahoma holding company, establish additional branches or facilities, or convert the existing controlled in-state savings institution to branches of another in-state savings institution:&nbsp;</span></p> <p><span class="cls0">1. If the Commissioner has determined that the principal place of business of the out-of-state savings institution has enacted and implemented reciprocal acquisition legislation within the purview of this section; or&nbsp;</span></p> <p><span class="cls0">2. Upon the expiration of a four-year period commencing on the date of acquisition by the out-of-state savings institution.&nbsp;</span></p> <p><span class="cls0">E. All limitations and restrictions of this act applicable to in-state savings institutions shall apply to an in-state savings institution which becomes a direct or indirect subsidiary of an out-of-state savings institution and to the out-of-state savings institution. The provisions of this subsection shall not be construed to prohibit the acquisition by an out-of-state savings institution of all or substantially all of the shares of an in-state savings institution organized solely for the purpose of facilitating the acquisition of a savings institution which has been in existence and continuous operation as a savings institution for more than five (5) years, if the acquisition has otherwise been approved pursuant to this subsection. Nor shall the provisions of this subsection be construed to prohibit an out-of-state savings institution which acquires an in-state savings institution under this section from additional acquisitions under this section, if such acquisition would otherwise be permitted.&nbsp;</span></p> <p><span class="cls0">F. Any out-of-state savings institution which controls an in-state savings institution shall be subject to the laws of this state and the rules of its agencies relating to the acquisition, ownership, and operation of in-state savings institutions. The Commissioner shall make such rules including the imposition of reasonable application and administration fees as it finds necessary to implement the provisions of this act.&nbsp;</span></p> <p><span class="cls0">G. The Commissioner may enter into cooperative agreements with other regulatory agencies to facilitate the regulation of savings institutions doing business in this state. If such agreements result in the payment of fees, however calculated, by any other regulatory agency to the Oklahoma State Banking Department for examination activities conducted by Department personnel, whether such examination activity is conducted inside or outside this state, such fees shall be deposited in the Bank Examination Revolving Fund established in Section 211.2 of Title 6 of the Oklahoma Statutes. If such agreements result in the payment of fees, however calculated, by the Department to any other bank supervisory agency for examination activities conducted by such other regulatory agency, whether such examination activity is conducted inside or outside this state, such fees shall be paid by the Department from the Bank Examination Revolving Fund established by Section 211.2 of Title 6 of the Oklahoma Statutes. The Commissioner may accept reports of examinations and other records from such other agencies in lieu of the Commissioner conducting examinations of in-state savings institutions controlled by out-of-state savings institutions. The Commissioner may take any action jointly with other regulatory agencies having concurrent jurisdiction over savings institutions doing business in this state or may take such actions independently in order to carry out its responsibilities.&nbsp;</span></p> <p><span class="cls0">H. The Commissioner shall have the power to enforce the prohibitions provided for in subsection B of this section by requiring divestiture and through the imposition of fines and penalties, the issuance of cease and desist orders, and such other remedies as are provided by law.&nbsp;</span></p> <p><span class="cls0">I. Any organization which intentionally and willfully violates any provision of this section, upon conviction, shall be fined not less than Five Hundred Dollars ($500.00) nor more than Five Thousand Dollars ($5,000.00) for each day during which the violation continues. Any individual who intentionally and willfully participates in a violation of any provision of this section, upon conviction, shall be fined not more than Ten Thousand Dollars ($10,000.00) or imprisoned not more than one (1) year, or both such fine and imprisonment.&nbsp;</span></p> <p><span class="cls0">J. Any final order of the Commissioner pursuant to this section shall be appealable pursuant to Section 207 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 219, &sect; 3, operative July 1, 1987. Amended by Laws 1989, c. 292, &sect; 1, operative July 1, 1989; Laws 1990, c. 118, &sect; 23, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 67, eff. July 1, 1993; Laws 2000, c. 81, &sect; 74, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-381.74. Taking possession by Commissioner.&nbsp;</span></p> <p><span class="cls0">A. Except as otherwise provided in this act, the State Banking Commissioner may take possession of a state-chartered savings and loan association, if the Commissioner determines that:&nbsp;</span></p> <p><span class="cls0">1. The business of the association is being conducted in an unlawful or unsound manner;&nbsp;</span></p> <p><span class="cls0">2. The association does not have funds available to pay all withdrawals of savings deposits when due or is otherwise unable to continue normal operations;&nbsp;</span></p> <p><span class="cls0">3. The examination of the association has been obstructed or impeded; or&nbsp;</span></p> <p><span class="cls0">4. The association is operating in violation of provisions of this act despite written notice to discontinue such violation.&nbsp;</span></p> <p><span class="cls0">B. 1. The Commissioner may take possession of any state-chartered savings association by posting upon the premises of such association a notice reciting that possession is being assumed pursuant to the provisions of this section and stating when possession shall be deemed effective. Possession may become effective no earlier than the posting of the notice. A copy of the notice shall be filed in the district court of the county where the association is located. The Commissioner shall notify, if applicable, the appropriate district offices of the Director of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation of taking possession of the association.&nbsp;</span></p> <p class="cls2"><span class="cls0">2.&nbsp;&nbsp;a.&nbsp;&nbsp;Once possession is effective the Commissioner shall be vested with the full and exclusive power of management and control, including the power to:&nbsp;</span></p> <p class="cls3"><span class="cls0">(1)&nbsp;&nbsp;continue or discontinue the business of the association,&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;stop or limit the payment of the obligations of the association,&nbsp;</span></p> <p class="cls3"><span class="cls0">(3)&nbsp;&nbsp;employ any necessary assistants, including legal counsel,&nbsp;</span></p> <p class="cls3"><span class="cls0">(4)&nbsp;&nbsp;execute any instrument in the name of the association as Commissioner in charge of liquidation,&nbsp;</span></p> <p class="cls3"><span class="cls0">(5)&nbsp;&nbsp;commence, defend or conduct in the name of the association any action or proceeding to which it may be a party,&nbsp;</span></p> <p class="cls3"><span class="cls0">(6)&nbsp;&nbsp;enforce the liabilities of stockholders, officers and directors of the association,&nbsp;</span></p> <p class="cls3"><span class="cls0">(7)&nbsp;&nbsp;terminate possession by restoring the assets of the association to its board of directors, and&nbsp;</span></p> <p class="cls3"><span class="cls0">(8)&nbsp;&nbsp;reorganize or liquidate the association in accordance with this act.&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;As soon as practicable after taking possession the Commissioner shall make an inventory of the assets of the association and file a copy thereof with the district court where the notice of possession was filed.&nbsp;</span></p> <p><span class="cls0">3. While the Commissioner is in possession there shall be a postponement of six (6) months after the effective date of possession, of the date upon which any period of limitation fixed by statute or agreement would otherwise expire on a claim or right of action of the association, or upon which a review must be taken or a pleading or other document must be filed by the association in any pending action or proceeding.&nbsp;</span></p> <p class="cls2"><span class="cls0">4.&nbsp;&nbsp;a.&nbsp;&nbsp;The Commissioner, within two (2) days after taking possession of a stock association, shall call a special meeting of the stockholders to allow the stockholders to retain the incumbent board of directors or to elect a newly constituted board of directors, who may represent the stockholders in the liquidation proceedings and observe, assist and protect the interests of the stockholders.&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;The board of directors of the association is authorized to bring all necessary legal actions for and on behalf of the stockholders and to pay attorney's fees in a reasonable amount, if such action benefits the liquidating account of the failed association.&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;The board of directors, as authorized by the stockholders, shall represent the stockholders in the district court in which the notice of possession was filed by the Commissioner, as to all matters affecting the association.&nbsp;</span></p> <p><span class="cls0">5. The association shall continue to exist as a body corporate for all purposes, except for the purpose of continuing the business for which the association was organized, and may function to assist the Commissioner or to protect the stockholders' interests in the assets of the liquidating account.&nbsp;</span></p> <p><span class="cls0">C. 1. If the Commissioner determines that an emergency exists which may result in serious losses to the depositors of an association, he may take possession of the association without a prior hearing. Within ten (10) days after the Commissioner has taken possession any interested person may appeal such action pursuant to the provisions of Section 207 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">2. If the Commissioner determines that liquidation of the association is warranted, notice of such determination shall be given to such directors, stockholders, depositors and creditors of the association as the Commissioner may prescribe. The notice shall be by restricted delivery to the directors and stockholders at their last-known address as shown on the records of the association, and notice to the depositors and creditors shall be published in a newspaper of general circulation in the county where the main office of such association is located. Any objection to such determination by a person directly affected thereby shall be appealed pursuant to the provisions of Section 207 of Title 6 of the Oklahoma Statutes. Unless within ten (10) days after the date of publication an order is issued staying the liquidation or unless the Commissioner tenders to the Federal Deposit Insurance Corporation the appointment as liquidator pursuant to Section 381.77 of this title, the Commissioner shall liquidate the association after providing a bond executed by a surety company authorized to do business in this state, for the benefit of the people of this state, for the faithful discharge of the duties of the Commissioner in connection with such liquidation and the accounting for all monies coming into the possession of the Commissioner. The cost of such bond shall be paid from the assets of the association. Suit may be maintained on such bond by any person injured by a breach of the conditions thereof.&nbsp;</span></p> <p><span class="cls0">3. After the Commissioner takes possession of an association pursuant to the provisions of this section, the stockholders thereof may repair its credit, restore or substitute its reserves, and otherwise improve its condition so that it is qualified to do a general savings and loan business as provided for by law. Such association shall not reopen its business until the Commissioner issues written permission therefor after an investigation of the affairs of the association and a determination that the board of directors of the association has complied with all applicable laws, that the association's credit and funds are in all respects repaired, and its reserves restored or sufficiently substituted, and that it again should be permitted to reopen for business. Written permission to reopen to do a general savings and loan business shall be issued in the same manner as is provided by law for granting permission to do business after incorporation.&nbsp;</span></p> <p><span class="cls0">4. If the Commissioner determines that reorganization of the association is warranted or if the Supreme Court, after staying the liquidation of the association, orders such reorganization, the Commissioner, after according a hearing to all interested persons, shall enter an order proposing a reorganization plan. A copy of the plan shall be sent to each depositor and creditor who will not receive full payment of their claim under the plan, together with notice that, unless the plan is disapproved, within fifteen (15) days after the date of the mailing of the plan, in writing by persons holding one-third (1/3) or more of the aggregate amount of such claims, the Commissioner shall proceed to effect the reorganization. A department, agency, or political subdivision of this state holding a claim which will not be paid in full is authorized to participate in the reorganization as any other creditor.&nbsp;</span></p> <p class="cls2"><span class="cls0">5.&nbsp;&nbsp;a.&nbsp;&nbsp;Notwithstanding any other provision to the contrary, the Commissioner, upon taking possession of an association, may immediately liquidate said association without giving prior notice to the directors, stockholders, depositors and creditors of such association, if it is determined by order of the district court where notice of possession was filed that the immediate liquidation of the association is necessary to protect the interests of the depositors of the association and is otherwise in the public interest.&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;In proceeding with the immediate liquidation of the association, the Commissioner, in order to facilitate the assumption of the deposit liabilities of the closed insured association by another association, may borrow monies from the Federal Deposit Insurance Corporation and pledge some or all of the assets of the closed insured association as security for such borrowing or may sell some or all of the assets of the closed insured association to the Federal Deposit Insurance Corporation.&nbsp;</span></p> <p><span class="cls0">6. Once the Commissioner takes possession of an association for purposes of liquidation, neither the ten-day periods provided by subsection C of this section nor the pendency of any proceeding for review of the action of the Commissioner shall operate to defer, delay, impede or prevent the payment by the Federal Deposit Insurance Corporation of the insured deposits of an insured association.&nbsp;</span></p> <p><span class="cls0">7. The Commissioner shall make available to the Federal Deposit Insurance Corporation such facilities in or of an insured association and such books, records and other relevant data of the insured association as may be necessary or appropriate to enable the Federal Deposit Insurance Corporation to pay the insured deposits in the insured association as provided in this subsection. The Federal Deposit Insurance Corporation, its directors, officers, agents, and employees, and the Commissioner, and the agents and employees of the Commissioner, shall be free from any liability to the insured association, its directors, stockholders, and creditors, for any action relating to the payment of insured deposits.&nbsp;</span></p> <p><span class="cls0">D. No judgment, lien, or attachment shall be executed upon any asset of the association while it is in the possession of the Commissioner. The Commissioner, in connection with a liquidation or reorganization may:&nbsp;</span></p> <p><span class="cls0">1. Vacate and void any lien or attachment, other than an attorney's or mechanic's lien, obtained upon any asset of the association during the Commissioner's possession or within four (4) months prior to commencement thereof, except liens created by the Commissioner while in possession; and&nbsp;</span></p> <p><span class="cls0">2. Void any transfer of an asset of the association made after or in contemplation of its insolvency with intent to effect a preference.&nbsp;</span></p> <p><span class="cls0">E. The Commissioner may borrow money in the name of the association and may pledge its assets as security for a loan.&nbsp;</span></p> <p><span class="cls0">F. All necessary and reasonable expenses of the Commissioner relating to the possession of an association and of its reorganization or liquidation shall be defrayed from the assets of the association. Compensation to liquidating agents and employees shall not be in excess of amounts which such individuals would be entitled to in their regular employment or for like services rendered within the area of the insolvent association, and in no event shall a liquidating agent be paid a monthly salary or wage from the assets of the association in excess of the amount of the monthly salary of the highest paid official of the insolvent association. Any attorney's fee allowed to an attorney representing the liquidating agent shall not exceed the reasonable amount charged by other attorneys of similar competence for like services in regular employment of an attorney in the area of the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1987, c. 61, &sect; 21, emerg. eff. May 4, 1987. Amended by Laws 1990, c. 118, &sect; 24, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 68, eff. July 1, 1993; Laws 2000, c. 81, &sect; 75, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.75. Reorganization plan.&nbsp;</span></p> <p><span class="cls0">A. A plan of reorganization shall not be acceptable unless:&nbsp;</span></p> <p><span class="cls0">1. Such plan is feasible and fair to all classes of depositors, creditors and stockholders;&nbsp;</span></p> <p><span class="cls0">2. The aggregate face amount of the interest accorded to any class of depositors, creditors or stockholders under the plan does not exceed the value of the assets upon liquidation less the full amount of the claims of all prior classes, subject, however, to any fair adjustment for new capital that any class will pay in under the plan;&nbsp;</span></p> <p><span class="cls0">3. Such plan provides for the issuance of capital stock and, if necessary, debentures in an amount that will provide an adequate ratio to deposits;&nbsp;</span></p> <p><span class="cls0">4. Any exchange of new common stock for obligations or stock of the association will be effected in inverse order to the priorities in liquidation of the classes that will retain an interest in the association and upon terms that fairly adjust any change in the relative interests of the respective classes that will be produced by the exchange;&nbsp;</span></p> <p><span class="cls0">5. The plan assures the removal of any director, officer or employee responsible for any unsound or unlawful practice or the existence of an unsound condition; and&nbsp;</span></p> <p><span class="cls0">6. Any merger or consolidation provided by the plan conforms to the requirements of this act.&nbsp;</span></p> <p><span class="cls0">B. Whenever, in the course of reorganization, supervening conditions render the plan unfair or its execution impractical, the State Banking Commissioner may modify the plan or liquidate the association. Any such action shall be taken by order of the Commissioner upon appropriate notice.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1987, c. 61, &sect; 22, emerg. eff. May 4, 1987. Amended by Laws 1993, c. 183, &sect; 69, eff. July 1, 1993; Laws 2000, c. 81, &sect; 76, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.76. Liquidation by Commissioner.&nbsp;</span></p> <p><span class="cls0">A. In liquidating an association, the State Banking Commissioner may exercise any power of such association, but shall not, without the approval of the district court where notice of possession was filed:&nbsp;</span></p> <p><span class="cls0">1. Sell any asset of the association having a value in excess of Five Hundred Dollars ($500.00) or such larger sum as may be determined by the court, but not exceeding One Hundred Thousand Dollars ($100,000.00);&nbsp;</span></p> <p><span class="cls0">2. Compromise or release any claim exceeding Five Hundred Dollars ($500.00), exclusive of interest or such larger sum as may be determined by the court, but not exceeding One Hundred Thousand Dollars ($100,000.00); or&nbsp;</span></p> <p><span class="cls0">3. Make any payment on any claim, other than a claim upon an obligation incurred by the Commissioner, before preparing and filing a schedule of determinations in accordance with subsection H of this section.&nbsp;</span></p> <p><span class="cls0">B. 1. The Commissioner may lease for oil and/or gas purposes any land vested in the Commissioner as assets of an insolvent association.&nbsp;</span></p> <p><span class="cls0">2. In making or executing any such lease the Commissioner shall retain and reserve a royalty of not less than one-eighth (1/8) of the oil and/or gas produced from said land. Said lease shall be made in the same manner as provided for by law for the sale of other assets of state-chartered associations in the possession of the Commissioner.&nbsp;</span></p> <p><span class="cls0">C. Within six (6) months after the commencement of liquidation proceedings, the Commissioner may terminate any executory contract, including but not limited to contracts for services or advertising, to which the association is a party or any obligation of the association as a lessee. A lessor who receives at least sixty (60) days' notice of the Commissioner's decision to terminate the lease shall not be entitled to a claim for rent other than rent accrued to the date of termination nor for damages for such termination, except that on building or association premises the lessor may receive damages not exceeding one (1) year's rent as provided in such lease.&nbsp;</span></p> <p><span class="cls0">D. As soon after the commencement of liquidation as is practicable, the Commissioner shall take the necessary steps to terminate all fiduciary positions held by the association and take such action as may be necessary to surrender all property held by the association as a fiduciary and to settle its fiduciary accounts. The Commissioner may transfer such fiduciary accounts to another qualified corporate fiduciary in the same community without assent of the parties. Notice of such transfer shall be given by registered mail to the parties, and the manner of succession of trust powers and successor trustees shall be in accordance with the procedure provided in Section 1018 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">E. The right of any agency of the United States insuring deposits to be subrogated to the rights of depositors upon payment of their claims shall not be less extensive than what the law of the United States requires as a condition of the authority to issue such insurance or make such payments to depositors of federal associations.&nbsp;</span></p> <p><span class="cls0">F. Within ten (10) days after taking possession, the Commissioner shall send notice of the liquidation to each known depositor, creditor, lessee of a safe deposit box, and bailor of property held by the association, at the address shown on the books of the association. The notice shall also be published in a newspaper of general circulation in the county in which the main office of the association is located once a week for three (3) successive weeks. The Commissioner shall send with each notice a statement of the amount shown on the books of the association to be the claim of the depositor or creditor, with all setoffs and any amounts due to the association. The notice shall demand that property held by the association as bailee or in a safe deposit box be withdrawn by the person entitled thereto and, if the amount claimed differs from that stated in the statement to be due, that the depositor or creditor file a claim with the Commissioner within sixty (60) days from the date of the first publication of the notice of the liquidation given by the Commissioner, in accordance with the procedure prescribed in the notice. The failure of any depositor, creditor or claimant to receive a notice, or observe the published notice of the liquidation by the Commissioner, shall not relieve such claimant of the obligation to file a claim, if the amount thereof differs from the amount found by the Commissioner. If no claim is filed by the claimant within the time specified, then the determination of the Commissioner shall be final and shall constitute the claim of that claimant.&nbsp;</span></p> <p><span class="cls0">G. Safe deposit boxes, the contents of which have not been removed within sixty (60) days from the date of first publication of the notice of liquidation, shall be opened by the Commissioner. Sealed packages containing the contents of such box, with a certificate of inventory of contents, together with any unclaimed property held by the association as bailee and certified inventories thereof, shall be held by the Commissioner and administered in accordance with the provisions of the Uniform Unclaimed Property Act.&nbsp;</span></p> <p><span class="cls0">H. The Commissioner shall:&nbsp;</span></p> <p><span class="cls0">1. Notify each person whose claim has not been allowed in full, by mailing to the last-known address of such person, as shown on the records of the association, a notice of the time when and the place where the schedule of determinations will be available for inspection and the date when the Commissioner shall file the schedule in court;&nbsp;</span></p> <p><span class="cls0">2. As soon as practical and within one hundred twenty (120) days from the date of first publication of the notice of liquidation, determine the amount, if any, owing to each known creditor or depositor and the priority class of such claim under subsection K of this section, and file such determination in the district court where notice of possession was filed; and&nbsp;</span></p> <p><span class="cls0">3. As soon as practical and within sixty (60) days from the date of filing, reject any claim if the Commissioner doubts the validity thereof.&nbsp;</span></p> <p><span class="cls0">I. Within twenty (20) days after the filing of the schedule of determinations, any creditor, depositor or stockholder may file an objection to any determination which adversely affects such creditor, depositor or stockholder. Objections so filed shall be heard and determined by the court. The clerk of such district court shall enter the objection upon the court docket under the case number assigned to the liquidation proceedings. The Commissioner and interested claimants as the court determines shall be notified of such objection not less than ten (10) days prior to the hearing on such objection. The matter shall be tried de novo. No person having a claim against an insolvent association shall maintain action thereon except as herein provided.&nbsp;</span></p> <p><span class="cls0">J. After filing the schedule of determinations and establishing proper reserves for the payment of costs, expenses of liquidation and disputed claims, the Commissioner shall pay to any agency of the United States insuring deposits in the insolvent association such sum as may be then available but not exceeding the amount paid out by such agency as such an insurer of deposits and accounts. The Commissioner from time to time may also make partial distribution to the holders of claims which are undisputed or which have been allowed by the district court, in the order of their priority as provided in subsection K of this section. The district court supervising the liquidation, as soon as practicable after the establishment of an adequate and proper reserve for payment of disputed claims, costs and expenses of liquidation, shall direct the Commissioner to make a substantial partial pro rata distribution that will not interfere with orderly liquidation, to the holders of undisputed claims and those allowed by the court in the order of their priority, to the extent that there remains only the determination and settlement of disputed claims and the procedures of the final accounting and final distribution to be made by the Commissioner as provided in this section.&nbsp;</span></p> <p><span class="cls0">K. 1. The following claims shall have priority in the order specified:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;obligations incurred by the Commissioner, fees and assessments due to the Oklahoma State Banking Department, and all expenses of liquidation, all of which may be covered by a proper reserve of funds,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;approved claims of depositors against the general liquidating account of the association,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;approved claims of general creditors against the general liquidating account of the association,&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;claims otherwise proper which were not filed within the time prescribed by subsection F of this section, and&nbsp;</span></p> <p class="cls2"><span class="cls0">e.&nbsp;&nbsp;claims of stockholders of the association.&nbsp;</span></p> <p><span class="cls0">2. No claim shall be entitled to interest thereon if it is paid within six (6) months after the first publication of notice of the liquidation by the Commissioner. If the claim is paid after such period, then the unpaid balance of the claim shall be credited with interest at the rate of six percent (6%) per annum for the expiration of the six (6) months until paid or finally canceled by exhaustion of all assets.&nbsp;</span></p> <p><span class="cls0">3. All distribution declared in accordance with subsection J of this section, which shall not be claimed within one (1) year, shall be canceled upon the order of the district court having jurisdiction of the liquidation of such insolvent association, and the proceeds thereof returned to the general liquidating account of the insolvent association. Provided, that notice of the application of the Commissioner to the district court for permission to cancel such unclaimed distributions shall be given by publication for two (2) successive weeks in a newspaper of general circulation in the county where the main office of the insolvent association is located. The notice shall describe the unclaimed distributions sought to be canceled, giving the name and location of the insolvent association, the name of the payee and the amount and shall recite the Commissioner has filed an application in the designated district court for cancellation of such distributions and shall refer to the application for further particulars.&nbsp;</span></p> <p><span class="cls0">4. Any assets remaining after all partial distributions, after all claims have been paid, or ample provisions for reserves are made for payment thereof by the court, shall be distributed to the stockholders in accordance with their respective interests.&nbsp;</span></p> <p><span class="cls0">L. Unclaimed funds, other than unclaimed distributions, remaining after completion of the liquidation shall be retained by the Commissioner and administered in accordance with the Uniform Unclaimed Property Act.&nbsp;</span></p> <p><span class="cls0">M. 1. During the liquidation procedure, the Commissioner and the agents and employees of the Commissioner shall prepare an annual report that details all receipts and disbursements made from assets in the possession of the Commissioner. A copy of the annual report shall be filed with the district court of the county where the notice of taking possession was filed and a hearing shall be held thereon. Interested parties and the board of directors of the insolvent association shall be given such notice of the hearing as the court directs and shall make such objections as they shall desire to the account. The failure to object at a hearing shall not prejudice the right of any claimant or interested party to object to items of expense and proceedings in the liquidation upon the final account.&nbsp;</span></p> <p><span class="cls0">2. When the assets have been distributed in accordance with this section, except unclaimed funds and contents of safe deposit boxes held by the Commissioner, the Commissioner shall file a final account with the court. Notice of hearing upon the final account shall be given, of not less than ten (10) days nor more than thirty (30) days prior to the date of the hearing, by registered or certified mail, to all interested persons and to the board of directors of the insolvent association and the notice shall be published for two (2) successive weeks in some newspaper of general circulation published in the county where the association is located, showing the nature of the hearing, the date and time of the hearing and that such account is for final settlement of the liquidating account of such insolvent association.&nbsp;</span></p> <p><span class="cls0">3. The final account shall reflect all the acts of the Commissioner as supported by annual reports and such necessary items to support the account, including distribution of such remaining cash to the stockholders in accordance with their interests and all other assets to the board of directors of the association as liquidating agents for the stockholders under the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">4. The court shall hear all matters relating to the final account; allow, reduce or reject any item of expense; and determine all matters before it. Any person aggrieved by the judgment of the court may appeal as in any other civil action.&nbsp;</span></p> <p><span class="cls0">5. Upon approval of the final account by the court, the Commissioner shall be relieved of liability in connection with the liquidation and shall cancel the charter upon the records of the Department.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1987, c. 61, &sect; 23, emerg. eff. May 4, 1987. Amended by Laws 1991, c. 331, &sect; 50, eff. Sept. 1, 1991; Laws 2000, c. 81, &sect; 77, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18381.77. Liquidation by Federal Deposit Insurance Corporation.&nbsp;</span></p> <p><span class="cls0">A. The Federal Deposit Insurance Corporation (FDIC) may act without bond as the liquidating agent of any insured association closed by the State Banking Commissioner.&nbsp;</span></p> <p><span class="cls0">B. The Commissioner, upon closing an insured association, may tender to the FDIC the appointment as liquidator of such association.&nbsp;</span></p> <p><span class="cls0">C. Upon being notified in writing of the acceptance of such an appointment, the Commissioner shall immediately file in the office of the county clerk of the county where the main office of the insured association is situated a certificate evidencing the appointment of the FDIC as liquidator. Upon the filing of the certificate the possession of all the assets, business and property of such association of every kind and nature, wheresoever situated, shall be deemed transferred from such association and the Commissioner to the FDIC. Without the execution of any instruments of conveyance, assignment, transfer or endorsement, the title to all such assets and property shall be vested in the FDIC and the Commissioner thereafter shall be forever relieved from any and all responsibility and liability with respect to the liquidation of such association. With respect to a federal association, it shall be sufficient to file a certified copy of the resolution of the Director of the Office of Thrift Supervision appointing a receiver.&nbsp;</span></p> <p><span class="cls0">D. When the Director of the Office of Thrift Supervision or FDIC transfers all real property, interests in real property, and liens on real property of a closed insured association or federal association, collectively referred to for the purpose of this subsection as the "transferred property", to a single existing association, federal association or bank or a newly chartered federal association, the Director of the Office of Thrift Supervision or FDIC shall file a memorandum of transfer or a memorandum of assignment so stating in the office of the county clerk of the county where real property records must be recorded with respect to the transferred property. The memorandum shall be executed by an authorized special representative of the Director of the Office of Thrift Supervision or of the FDIC and shall have attached to it certified copies of the resolutions of the Director of the Office of Thrift Supervision or of the FDIC appointing and authorizing the special representative and authorizing the transfer. In that event, regardless of whether the date of closing predates this statute, it shall not be necessary for the memorandum to describe the transferred property with specificity, nor shall it be necessary for any of the transferred property to be separately conveyed to the transferee association, federal association or bank by an additional instrument. Thereafter, when the transferee association, federal association or bank conveys, assigns, or releases any of the transferred property, such conveyances, assignments, and releases shall recite that the transferee association, federal association or bank is successor in title to the closed association as evidenced by the memorandum of transfer or the memorandum of assignment and shall further recite the date and county of filing and the book and page of recording the memorandum.&nbsp;</span></p> <p><span class="cls0">E. If the FDIC accepts the appointment as liquidator, it shall have and possess all the powers and privileges provided by the laws of this state with respect to the liquidation of an insured association and with respect to the depositors and other creditors of such an association and shall proceed in liquidation as if it were the Commissioner, and shall have the right and power, upon the order of a court of record of competent jurisdiction, to enforce the individual liability of the directors of any such association.&nbsp;</span></p> <p><span class="cls0">F. To the extent that any action is required or permitted to be taken by the FDIC or the Director of the Office of Thrift Supervision pursuant to the terms of this section, any similar action taken by the Federal Savings and Loan Insurance Corporation or the Federal Home Loan Bank Board as predecessor federal agencies, either prior to or subsequent to the effective date of this section, shall be equally legal and effective as if such action were taken by the FDIC or the Director of the Office of Thrift Supervision pursuant to the authorization granted herein.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1987, c. 61, &sect; 24, emerg. eff. May 4, 1987. Amended by Laws 1989, c. 292, &sect; 2, operative July 1, 1989; Laws 1990, c. 118, &sect; 25, emerg. eff. April 23, 1990; Laws 1993, c. 183, &sect; 70, eff. July 1, 1993; Laws 2000, c. 81, &sect; 78, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18381.78. Removal of officer, director or employee by Commissioner.&nbsp;</span></p> <p><span class="cls0">Any officer, director or employee of an association found by the State Banking Commissioner to be dishonest, reckless, unfit to participate in the conduct of the affairs of the association, or to have engaged or participated in any unsafe or unsound practice in connection with an association, or to be practicing a continuing disregard or violation of laws, rules, regulations or orders which are likely to cause substantial loss to the association or likely to seriously weaken the condition of the association shall be removed immediately from office by the board of directors of the association of which such person is an officer, director or employee on the written order of the Commissioner. The association or officer, employee or director thereof, within ten (10) days of the date of the written order directing removal, may appeal such removal pursuant to the provisions of Section 207 of Title 6 of the Oklahoma Statutes. As soon as possible thereafter the Supreme Court shall review the order of the Commissioner and make such findings as it deems proper. During the pendency of the review of the protest against removal, the officer, employee or director shall not perform any of the duties of such office.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1987, c. 61, &sect; 25, emerg. eff. May 4, 1987. Amended by Laws 1993, c. 183, &sect; 71, eff. July 1, 1993; Laws 2000, c. 81, &sect; 79, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.79. Appeal of orders.&nbsp;</span></p> <p><span class="cls0">Any final order of the Commissioner issued under this act or rules promulgated under this act shall be appealable pursuant to the provisions and requirements of Section 207 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 80, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.80. Criminal offenses - Penalties.&nbsp;</span></p> <p><span class="cls0">A. Any person responsible for an act or omission or a criminal offense expressly declared to be unlawful by this act or rules promulgated under this act shall be guilty:&nbsp;</span></p> <p><span class="cls0">1. Of a misdemeanor punishable by imprisonment for a term not exceeding one (1) year or a fine not exceeding Fifty Thousand Dollars ($50,000.00), or both; and&nbsp;</span></p> <p><span class="cls0">2. If the act or omission was intended to defraud, of a felony punishable by imprisonment not exceeding five (5) years or a fine not exceeding One Hundred Thousand Dollars ($100,000.00), or both.&nbsp;</span></p> <p><span class="cls0">B. An officer, director, employee, agent or attorney of an association shall be responsible for an act or omission of the institution declared to be a criminal offense against this act whenever, knowing that such act or omission is unlawful, such person participates in authorizing, executing, ratifying or concealing such act, or in authorizing or ratifying such omission or, having a duty to take the required action, omits to do so. A director shall be deemed to participate in any action, of which the director has or should have had knowledge, taken or omitted to be taken by the board of which the director is a member unless the director dissents therefrom in writing and promptly notifies the Commissioner of such dissent.&nbsp;</span></p> <p><span class="cls0">C. It shall be a criminal offense against this act to violate any lawful order of the Commissioner. The Commissioner may refer evidence concerning violations of this act or of any rule or order hereunder to the Attorney General of the State of Oklahoma or to the district attorney for the county where a violation occurred in order that an information or indictment for such violations may be filed. The Attorney General or district attorney may designate and appoint a lawyer of the Oklahoma State Banking Department as special assistant, if available, for the purpose of assisting in or conducting criminal prosecutions arising because of the proceedings provided for in this section.&nbsp;</span></p> <p><span class="cls0">D. Unless otherwise provided in this act, it shall be no defense to a criminal prosecution under this act that the defendant did not know the facts establishing the criminal character of the act or omission charged if the defendant could and should have known such facts in the proper performance of such duty.&nbsp;</span></p> <p><span class="cls0">E. This section shall not apply to specific offenses for which criminal sanctions have been imposed in other sections of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 81, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.81. Payment or reimbursement by association for fine, penalty or judgment upon another person.&nbsp;</span></p> <p><span class="cls0">It shall be unlawful for an association to pay a fine or penalty imposed by law upon any other person or any judgment against such person or to reimburse directly or indirectly any person by whom such fine, penalty or judgment has been paid, except as otherwise provided in Section 1411 of Title 6 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 82, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.82. Receipt of deposit after notification of insolvency.&nbsp;</span></p> <p><span class="cls0">It shall be unlawful for an association to receive any deposit after it has been notified by its primary regulator that it is insolvent or for an officer, director or employee who knows or, in the proper performance of such duty should know of the notification of such insolvency, to receive or authorize the receipt of such deposit, if such deposit, when aggregated together with other funds held by the depositor in the same right and capacity, would exceed the limit of any federal deposit insurance coverage.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 83, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.83. Certain persons prohibited from serving as officer or director.&nbsp;</span></p> <p><span class="cls0">It shall be unlawful for any person to serve as an officer or director of an association who:&nbsp;</span></p> <p><span class="cls0">1. Has been convicted of an offense constituting, in the jurisdiction in which the conviction was rendered, a violation of the banking, savings institution or credit union laws or other felony involving dishonesty or a breach of trust; and&nbsp;</span></p> <p><span class="cls0">2. Is indebted to the bank for more than thirty (30) days based on a judgment that has become final.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 84, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.84. Criminal embezzlement, abstraction, or misapplication of association funds.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 85, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.85. Publishing, uttering, or circulating false statement or representation.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 86, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-381.86. Injunctions &ndash; Enforcement of orders.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 81, &sect; 87, eff. Nov. 1, 2000.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18411. Reports Misapplication of funds solicited.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1919, c. 260, p. 370, &sect; 1. Amended by Laws 1997, c. 133, &sect; 140, eff. July 1, 1999; Laws 1999, 1st Ex.Sess., c. 5, &sect; 66, eff. July 1, 1999.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 1998, 1st Ex.Sess., c. 2, &sect; 23 amended the effective date of Laws 1997, c. 133, &sect; 140 from July 1, 1998, to July 1, 1999.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18421. Corporations authorized Formation Purposes.&nbsp;</span></p> <p><span class="cls0">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 cooperative 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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 211, &sect; 1; Laws 1923, c. 167, p. 269, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18-422. Articles of incorporation.&nbsp;</span></p> <p><span class="cls0">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:&nbsp;</span></p> <p><span class="cls0">(1) The corporate name.&nbsp;</span></p> <p><span class="cls0">(2) The purpose of corporation.&nbsp;</span></p> <p><span class="cls0">(3) The amount of capital stock.&nbsp;</span></p> <p><span class="cls0">(4) The number of shares, and the par value of the shares into which the capital stock is divided.&nbsp;</span></p> <p><span class="cls0">(5) The term of the corporate existence.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(8) Any further provision, not inconsistent with law, which the incorporators may deem expedient to be embodied in such certificate.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1919, c. 147, p. 211, &sect; 2.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18423. Filing of articles Certificate Election by existing corporations.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Laws 1919, c. 147, p. 212, &sect; 3. &nbsp;</span></p> <p><span class="cls0">&sect;18424. Amendment of articles.&nbsp;</span></p> <p><span class="cls0">The articles of incorporation may be amended at any time, or from time to time, by the affirmative vote of twothirds 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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 212, &sect; 4. &nbsp;</span></p> <p><span class="cls0">&sect;18425. Powers.&nbsp;</span></p> <p><span class="cls0">Each corporation formed under the provisions of this act shall have power:&nbsp;</span></p> <p><span class="cls0">(1) To have succession by its corporate name for the period limited in its certificate.&nbsp;</span></p> <p><span class="cls0">(2) To sue and be sued, complain and defend in any court.&nbsp;</span></p> <p><span class="cls0">(3) To establish and use a common seal and alter the same.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(7) To exercise all other lawful powers necessary or proper for the exercise of the powers herein conferred.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 212, &sect; 5. &nbsp;</span></p> <p><span class="cls0">&sect;18426. Stock.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 212, &sect; 6; Laws 1969, c. 226, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18427. Voting rights.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 213, &sect; 7. &nbsp;</span></p> <p><span class="cls0">&sect;18428. Liability of subscribers and shareholders.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 213, &sect; 8; Laws 1923, c. 167, p. 269, &sect; 2. &nbsp;</span></p> <p><span class="cls0">&sect;18429. Directors Selection and term Quorum.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 213, &sect; 9; Laws 1923, c. 167, p. 270, &sect; 3; Laws 1941, p. 58, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18430. Removal of director or officer Vacancies.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Laws 1919, c. 147, p. 213, &sect; 10. &nbsp;</span></p> <p><span class="cls0">&sect;18431. Liability of directors.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 231, &sect; 11; Laws 1923, c. 167, p. 270, &sect; 4. &nbsp;</span></p> <p><span class="cls0">&sect;18432. Dividends and profits Reserve fund.&nbsp;</span></p> <p><span class="cls0">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:&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 213, &sect; 12. &nbsp;</span></p> <p><span class="cls0">&sect;18433. Illegal dividends Liability of directors.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 214, &sect; 13. &nbsp;</span></p> <p><span class="cls0">&sect;18434. Financial statements.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 214, &sect; 14. &nbsp;</span></p> <p><span class="cls0">&sect;18-435. Use of word "cooperative".&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1919, c. 147, p. 214, &sect; 15. Amended by Laws 2009, c. 68, &sect; 150, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 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, &sect; 152, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18436. Forfeiture of charter.&nbsp;</span></p> <p><span class="cls0">Any corporation organized under this act, which fails to comply with all the provisions of this act, shall thereby forfeit its charter, and the Secretary of State is hereby authorized and directed to recall the charter of any such corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1919, c. 147, p. 214, &sect; 16. &nbsp;</span></p> <p><span class="cls0">&sect;18437. Short title.&nbsp;</span></p> <p><span class="cls0">This act may be cited as the "Rural Electric Cooperative Act".&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 256, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18437.1. Rural electric cooperatives authorized.&nbsp;</span></p> <p><span class="cls0">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".&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 256, &sect; 2. &nbsp;</span></p> <p><span class="cls0">&sect;18-437.2. Powers.&nbsp;</span></p> <p><span class="cls0">A cooperative shall have power:&nbsp;</span></p> <p><span class="cls0">(a) To sue and be sued, in its corporate name;&nbsp;</span></p> <p><span class="cls0">(b) To have a perpetual existence unless a limited period of duration is stated in its charter;&nbsp;</span></p> <p><span class="cls0">(c) To adopt a corporate seal and alter the same at pleasure;&nbsp;</span></p> <p><span class="cls0">(d) To generate, manufacture, purchase, acquire, accumulate and transmit electric energy, and to distribute, sell, supply and dispose of electric energy in rural areas to its members, to governmental agencies and political subdivisions, and to other persons not in excess of ten percent (10%) of the number of its members;&nbsp;</span></p> <p><span class="cls0">(e) To make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise to assist such persons in wiring their premises and installing therein electric and plumbing fixtures, appliances, apparatus and equipment of any and all kinds of character, and to accept and otherwise acquire, and to sell, assign, transfer, endorse, pledge, hypothecate and otherwise dispose of notes, bonds, and other evidences of indebtedness and any and all types of security therefor;&nbsp;</span></p> <p><span class="cls0">(f) To make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise to assist such persons in constructing, maintaining and operating electric refrigeration plants;&nbsp;</span></p> <p><span class="cls0">(g) To become a member in one or more other cooperatives or corporations or to own stock therein;&nbsp;</span></p> <p><span class="cls0">(h) To construct, purchase, take, receive, lease as lessee, or otherwise acquire, and to own, hold, use, equip, maintain, and operate and to sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber, electric transmission and distribution lines or systems, electric generating plants, electric refrigeration plants, lands, buildings, structures, dams, plants, and equipment, and any and all kinds and classes of real or personal property whatsoever, which shall be deemed necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized; provided, that any and all such electrical construction and maintenance shall conform to the requirements and regulations of the National Electrical Safety Code;&nbsp;</span></p> <p><span class="cls0">(i) To purchase or otherwise acquire, and to own, hold, use and exercise and to sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, rightsofway and easements;&nbsp;</span></p> <p><span class="cls0">(j) To borrow money and otherwise contract indebtedness therefor and to secure the payment thereof by mortgage, pledge, deed or trust, or any other encumbrance upon any or all of its then owned or after acquired real or personal property, assets, franchises, revenues or income;&nbsp;</span></p> <p><span class="cls0">(k) To construct, maintain and operate electric transmission and distribution lines along, upon, under and across all public thoroughfares, including without limitation, all roads, highways, streets, alleys and bridges, and upon, under and across all publicly owned lands, subject, however, to the requirements in respect of the use of such thoroughfares and lands that are imposed by the respective authorities having jurisdiction thereof upon corporations, constructing or operating electric transmission and distribution lines or systems; provided that in case an area has been or shall be included, as a result of incorporation, annexation, population growth, or otherwise, within the boundaries of a city, town or village, a cooperative which was furnishing electric energy, or was constructing or operating electric facilities, in such area, prior to such inclusion, shall be entitled to construct, maintain and operate electric transmission and distribution lines and related facilities along, upon, under and across all existing and future public thoroughfares, and to continue and extend the furnishing of electric energy or the construction and operation of electric facilities in such area without obtaining the consent, franchise, license, permit or other authority of such city, town or village, subject, however, to compliance with the lawful safety requirements of such city, town or village as to the manner of constructing and maintaining facilities on such thoroughfares, and subject to payment of taxes of such city, town or village that may be levied and assessed as provided in Section 1201 of Title 68 of the Oklahoma Statutes; and provided further that if such city, town or village in which an area has been or shall be included, as aforesaid, owns and operates a system for the furnishing of electric energy to its inhabitants, the cooperative furnishing electric energy in such area shall transfer to such city, town or village, upon its request, the cooperative's electric distribution facilities used in furnishing electric energy in said area, other than facilities used in furnishing electric energy for resale or to premises of the cooperative, subject, however, to the following requirement: The city, town or village shall pay to the cooperative an amount to compensate the cooperative for the fair value of the cooperative's facilities to be acquired by the city, town or village. If such cooperative and city, town or village cannot agree upon the amount to be paid to the cooperative, the city, town or village is authorized to file a proceeding in the district court of the county in which such city, town or village, or any part thereof, is located, for the acquisition of the cooperative's electric distribution facilities used in furnishing electric energy in said area, other than facilities used in furnishing electric energy for resale or to premises of the cooperative, and the procedure followed and the method of ascertaining just compensation to be paid the cooperative will be as provided in Article 2, Section 24, of the Oklahoma Constitution and Sections 53 to 58, inclusive, of Title 66 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">(l) To conduct its business and exercise any or all of its powers within or without this state;&nbsp;</span></p> <p><span class="cls0">(m) To adopt, amend and repeal bylaws; and&nbsp;</span></p> <p><span class="cls0">(n) To do and perform any and other acts and things, and to have and exercise any and all other powers which may be necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized;&nbsp;</span></p> <p><span class="cls0">(o) To have and exercise the right of eminent domain in the same manner and by like proceedings as provided for railroad corporations under the laws of this state. &nbsp;</span></p> <p><span class="cls0">(p) To participate with, jointly own or operate or enter into loans with any person, firm, corporation, limited liability company or any other kind of business entity including, but not limited to, privately owned electric utilities for the construction, operation or maintenance of electric generation, transmission or distribution facilities.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1939, p. 256, &sect; 3, emerg. eff. April 14, 1939. Amended by Laws 1939, p. 271, &sect; 1, emerg. eff. May 12, 1939; Laws 1949, p. 128, &sect; 1, emerg. eff. March 25, 1949; Laws 1961, p. 200, &sect; 1; Laws 1988, c. 323, &sect; 1, eff. Nov. 1, 1988; Laws 2002, c. 32, &sect; 1, emerg. eff. April 10, 2002.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18437.3. Name.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Laws 1939, p. 258, &sect; 4. &nbsp;</span></p> <p><span class="cls0">&sect;18437.4. Incorporators.&nbsp;</span></p> <p><span class="cls0">Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 258, &sect; 5. &nbsp;</span></p> <p><span class="cls0">&sect;18437.5. Articles of incorporation.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(b) Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this act.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 258, &sect; 6. &nbsp;</span></p> <p><span class="cls0">&sect;18437.6. Bylaws.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 259, &sect; 7. &nbsp;</span></p> <p><span class="cls0">&sect;18437.7. Members.&nbsp;</span></p> <p><span class="cls0">(a) No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy shall be available through its facilities. The bylaws of a cooperative may provide that any person, including a corporation, shall cease to be a member thereof if he shall fail or refuse to use electric energy made available by the cooperative or if electric energy shall not be made available to such person by the cooperative within a specified time after such person shall have become a member thereof. Membership in the cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect to membership.&nbsp;</span></p> <p><span class="cls0">(b) An annual meeting of the members shall be held at such time as shall be provided in the bylaws.&nbsp;</span></p> <p><span class="cls0">(c) Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than ten percent (10%) of the members, or by the president.&nbsp;</span></p> <p><span class="cls0">(d) Meetings of members shall be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held in the city or town in which the principal office of the cooperative is located.&nbsp;</span></p> <p><span class="cls0">(e) Except as hereinafter otherwise provided, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten (10) nor more than twentyfive (25) days before the date of the meeting.&nbsp;</span></p> <p><span class="cls0">(f) Five percent (5%) of all members, present in person, shall constitute a quorum for the transaction of business at all meetings of the members, unless the bylaws prescribe the presence of a greater percentage of the members for a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.&nbsp;</span></p> <p><span class="cls0">(g) Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. In any event, no person shall vote a proxy for more than three members at any meeting of the members.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 259, &sect; 8. &nbsp;</span></p> <p><span class="cls0">&sect;18437.8. Board of trustees.&nbsp;</span></p> <p><span class="cls0">(a) The business and affairs of a cooperative shall be managed by a board of not less than five (5) trustees, each of whom shall be a member of the cooperative or of another cooperative which shall be a member thereof. The bylaws shall prescribe the number of trustees, their qualifications, other than those provided for in this act, the manner of holding meetings of the board of trustees and of the election of successors to trustees who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of trustees from office and for the election of their successors. Without approval of the members, trustees shall not receive any salaries for their services as trustees. The bylaws may, however, provide that a fixed fee and expenses of attendance, if any, may be allowed to each trustee for attendance at each meeting of the board of trustees and such other meetings, seminars, workshops, conferences or for other business purposes authorized by the board of trustees.&nbsp;</span></p> <p><span class="cls0">(b) The trustees of a cooperative named in any articles of incorporation, consolidation, merger or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees to hold office until the next following annual meeting of the members, except as hereinafter otherwise provided. Each trustee shall hold office for the term for which he is elected or until his successor shall have been elected and qualified.&nbsp;</span></p> <p><span class="cls0">(c) The officers of a cooperative shall consist of a 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/or treasurer may be held by the same person. The board of trustees may also elect or appoint a chief executive or operating officer or such other officers, agents, or employees, whether or not such persons are trustees of the cooperative, 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 filled by the board of trustees.&nbsp;</span></p> <p><span class="cls0">&nbsp;&nbsp;(d) The bylaws may provide that, in lieu of electing the whole number of trustees annually, the trustees shall be divided into three classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the trustees of the first class to expire at the next succeeding annual meeting and the term of the second class to expire at the second succeeding annual meeting, and the term of the third class to expire at the third succeeding annual meeting. At each annual meeting after such classification a number of trustees equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting.&nbsp;</span></p> <p><span class="cls0">(e) A majority of the board of trustees shall constitute a quorum.&nbsp;</span></p> <p><span class="cls0">(f) If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a trustee.&nbsp;</span></p> <p><span class="cls0">(g) The board of trustees may exercise all of the powers of a cooperative except such as are conferred upon the members by this act, or its articles of incorporation or bylaws.&nbsp;</span></p> <p><span class="cls0">Laws 1939, p. 260, &sect; 9; Laws 1955, p. 151, &sect; 1. Amended by Laws 1990, c. 202, &sect; 1, emerg. eff. May 10, 1990.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18437.9. Voting districts.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 261, &sect; 10. &nbsp;</span></p> <p><span class="cls0">&sect;18437.10. Officers.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 486, &sect; 10. &nbsp;</span></p> <p><span class="cls0">&sect;18437.11. Amendment of articles of incorporation Change of location without amending articles.&nbsp;</span></p> <p><span class="cls0">(a) A cooperative may amend its articles of incorporation by complying with the following requirements:&nbsp;</span></p> <p><span class="cls0">(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 twothirds of those members voting thereon at such meeting; and&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 261, &sect; 12. &nbsp;</span></p> <p><span class="cls0">&sect;18437.12. Consolidation.&nbsp;</span></p> <p><span class="cls0">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:&nbsp;</span></p> <p><span class="cls0">(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;&nbsp;</span></p> <p><span class="cls0">(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 twothirds of those members of each consolidating cooperative voting thereon at such meeting; and&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">Laws 1939, p. 262, &sect; 13.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18437.13. Merger.&nbsp;</span></p> <p><span class="cls0">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:&nbsp;</span></p> <p><span class="cls0">(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;&nbsp;</span></p> <p><span class="cls0">(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 twothirds of those members of each cooperative voting thereon at such meeting; and&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 263, &sect; 14. &nbsp;</span></p> <p><span class="cls0">&sect;18437.14. Effect of consolidation or merger.&nbsp;</span></p> <p><span class="cls0">The effect of consolidation or merger shall be as follows:&nbsp;</span></p> <p><span class="cls0">(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;&nbsp;</span></p> <p><span class="cls0">(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;&nbsp;</span></p> <p><span class="cls0">(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&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">Laws 1939, p. 264, &sect; 15. &nbsp;</span></p> <p><span class="cls0">&sect;18437.15. Conversion of existing corporations.&nbsp;</span></p> <p><span class="cls0">Any corporation organized under the laws of this state for the purpose, among others, of supplying electric energy in rural areas may be converted into a cooperative and become subject to this act with the same effect as if originally organized under this act by complying with the following requirements:&nbsp;</span></p> <p><span class="cls0">(a) The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors, as the case may be, of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this act and shall state: (1) the name of the corporation prior to its conversion into a cooperative; (2) the address of the principal office of such corporation; (3) the date of the filing of the articles of incorporation of such corporation in the office of the Secretary of State; (4) the statute or statutes under which such corporation was organized; (5) the name assumed by such corporation; (6) a statement that such corporation elects to become a cooperative, nonprofit, membership corporation subject to this act; (7) the manner and basis of converting either memberships in or shares of stock of such corporation into memberships therein after completion of the conversion; and (8) any provisions not inconsistent with this Act deemed necessary or advisable for the conduct of the business and affairs of such corporation;&nbsp;</span></p> <p><span class="cls0">(b) The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion approved by the board of trustees or board of directors, as the case may be, of such corporation shall then be submitted to a vote of the members or stockholders, as the case may be, of such corporation at any duly held annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed conversion. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion, with such amendments thereto as the members or stockholders of such corporation shall choose to make, shall be deemed to be approved upon the affirmative vote of not less than twothirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, upon the affirmative vote of the holders of not less than twothirds of the capital stock of such corporation represented at such meeting;&nbsp;</span></p> <p><span class="cls0">(c) Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of such corporation by its president or vice president and its corporate seal shall be affixed thereto and attested by its secretary. The president or vice president executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this section with respect to the approval of its trustees or directors and its members or stockholders, of the proposition for the conversion of such corporation into a cooperative and such articles of conversion were duly complied with. Such articles of conversion and affidavit shall be submitted to the Secretary of State for filing as provided in this act. The term "articles of incorporation" as used in this act shall be deemed to include the articles of conversion of a converted corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 265, &sect; 16. &nbsp;</span></p> <p><span class="cls0">&sect;18437.16. Initiative by members.&nbsp;</span></p> <p><span class="cls0">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 fortyfive (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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 266, &sect; 17. &nbsp;</span></p> <p><span class="cls0">&sect;18437.17. Dissolution.&nbsp;</span></p> <p><span class="cls0">A cooperative may dissolve in the manner provided by law for the dissolution of private corporations.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 267, &sect; 18. &nbsp;</span></p> <p><span class="cls0">&sect;18437.18. Filing of articles Certificate of incorporation Filing.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 267, &sect; 19; Laws 1979, c. 259, &sect; 3. &nbsp;</span></p> <p><span class="cls0">&sect;18437.19. Refunds to members.&nbsp;</span></p> <p><span class="cls0">Revenues of a cooperative for any fiscal year in excess of the amount thereof necessary:&nbsp;</span></p> <p><span class="cls0">(a) To defray expenses of the cooperative and of the operation and maintenance of its facilities during such fiscal year;&nbsp;</span></p> <p><span class="cls0">(b) To pay interest and principal obligations of the cooperative coming due in such fiscal year;&nbsp;</span></p> <p><span class="cls0">(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;&nbsp;</span></p> <p><span class="cls0">(d) To provide a reasonable reserve for working capital;&nbsp;</span></p> <p><span class="cls0">(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&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 267, &sect; 20. &nbsp;</span></p> <p><span class="cls0">&sect;18-437.20. Disposition of property.&nbsp;</span></p> <p><span class="cls0">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 twothirds 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.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1939, p. 268, &sect; 21, emerg. eff. April 14, 1939. Amended by Laws 1969, c. 53, &sect; 1; Laws 2002, c. 25, &sect; 1, emerg. eff. April 5, 2002.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18437.21. Nonliability of members, trustees and officers for debts of cooperative.&nbsp;</span></p> <p><span class="cls0">No member, trustee or officer of the cooperative shall be liable or responsible individually for any debts of the cooperative.&nbsp;</span></p> <p><span class="cls0">Laws 1939, p. 268, &sect; 22. &nbsp;</span></p> <p><span class="cls0">&sect;18437.22. Waiver of notice.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 269, &sect; 23. &nbsp;</span></p> <p><span class="cls0">&sect;18437.23. Foreign corporation.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 269, &sect; 24. &nbsp;</span></p> <p><span class="cls0">&sect;18437.24. Fees.&nbsp;</span></p> <p><span class="cls0">The Secretary of State shall have charge and collect for:&nbsp;</span></p> <p><span class="cls0">(a) Filing articles of incorporation, Twentyfive Dollars ($25.00);&nbsp;</span></p> <p><span class="cls0">(b) Filing articles of amendment, Ten Dollars ($10.00);&nbsp;</span></p> <p><span class="cls0">(c) Filing articles of consolidation or merger, Twentyfive Dollars ($25.00);&nbsp;</span></p> <p><span class="cls0">(d) Filing articles of conversion, Twentyfive Dollars ($25.00);&nbsp;</span></p> <p><span class="cls0">(e) Filing certificate of change of principal office, Ten Dollars ($10.00);&nbsp;</span></p> <p><span class="cls0">(f) Issuing certificate of incorporation, amendment, consolidation, merger or conversion, or any certified copy thereof, Five Dollars ($5.00).&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1984, c. 229, &sect; 8, operative July 1, 1984. &nbsp;</span></p> <p><span class="cls0">&sect;18437.25. Exemption from excise and income taxes License fee.&nbsp;</span></p> <p><span class="cls0">Each cooperative and each foreign corporation transacting business in this state pursuant to this act shall pay annually, on or before the thirtyfirst 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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 270, &sect; 26. &nbsp;</span></p> <p><span class="cls0">&sect;18437.27. Securities Act exemption.&nbsp;</span></p> <p><span class="cls0">The provisions of the Securities Act, Article 23 of Chapter 24, Oklahoma Statutes 1931, 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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 270, &sect; 28. &nbsp;</span></p> <p><span class="cls0">&sect;18437.28. Definitions.&nbsp;</span></p> <p><span class="cls0">In this act, unless the context otherwise requires;&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p><span class="cls0">(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&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 270, &sect; 29; Laws 1961, p. 201, &sect; 2. &nbsp;</span></p> <p><span class="cls0">&sect;18437.29. Construction of act.&nbsp;</span></p> <p><span class="cls0">This act shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar object, purposes, powers, manner, methods or things.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1939, p. 270, &sect; 30. &nbsp;</span></p> <p><span class="cls0">&sect;18438.1. Short title of act.&nbsp;</span></p> <p><span class="cls0">This act may be cited as the "Telephone Cooperative Corporations Act".&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 484, &sect; 1; Laws 1991, c. 135, &sect; 1, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.2. Organization authorized Purpose.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 484, &sect; 2; Laws 1991, c. 135, &sect; 2, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.3. Definitions.&nbsp;</span></p> <p><span class="cls0">As used in this act:&nbsp;</span></p> <p><span class="cls0">1. "Cooperative" means any corporation organized pursuant to or which becomes subject to the provisions of the Telephone Cooperative Corporations Act;&nbsp;</span></p> <p><span class="cls0">2. "Person" means any natural person, firm, association, corporation, business trust, or partnership;&nbsp;</span></p> <p><span class="cls0">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;&nbsp;</span></p> <p><span class="cls0">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;&nbsp;</span></p> <p><span class="cls0">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&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Amended by Laws 1983, c. 3, &sect; 1, emerg. eff. Feb. 21, 1983; Laws 1991, c. 135, &sect; 3, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.4. Powers of cooperative.&nbsp;</span></p> <p><span class="cls0">A cooperative shall have power:&nbsp;</span></p> <p><span class="cls0">1. To sue and be sued in its corporate name;&nbsp;</span></p> <p><span class="cls0">2. To have a perpetual existence unless a limited period of duration is stated in its articles of incorporation;&nbsp;</span></p> <p><span class="cls0">3. To adopt a corporate seal and alter the same;&nbsp;</span></p> <p><span class="cls0">4. To furnish, improve and expand any or all communications services to its members, to other persons, and through interconnection of facilities to any number of subscribers of other communications systems, and through pay stations to any number of users; provided, however, that no such regulated communications services, as determined by the Oklahoma Corporation Commission, shall be furnished to persons located within the certified territory of another local exchange telephone company; and provided further that a cooperative which acquires existing communications facilities, systems or territories may continue service to persons who are already receiving service from such facilities and systems or who are located or who become located within the acquired territories. Such persons may become members as provided in the bylaws;&nbsp;</span></p> <p><span class="cls0">5. To construct, purchase, lease as lessee, or otherwise acquire, and to improve, expand, install, equip, maintain, and operate, and to sell, assign, convey, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber, communication lines, facilities or systems, lands, buildings, structures, plants and equipment, exchanges, and any other real or personal property, tangible or intangible, which shall be deemed necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized; provided, however, that a cooperative shall not duplicate existing telephone lines, facilities or systems providing reasonably adequate service;&nbsp;</span></p> <p><span class="cls0">6. To connect and interconnect its communication lines, facilities or systems with other communication lines, facilities or systems; provided that any such connection or interconnection shall be in such manner and according to such specifications as will avoid interference with or hazards to existing communication lines, facilities or systems;&nbsp;</span></p> <p><span class="cls0">7. To make its facilities available to persons furnishing communication services within or without this state;&nbsp;</span></p> <p><span class="cls0">8. To purchase, lease as lessee, or otherwise acquire, and to use and exercise and to sell, assign, convey, mortgage, pledge or otherwise dispose of or encumber, franchises, rights, privileges, licenses and easements;&nbsp;</span></p> <p><span class="cls0">9. To issue membership certificates and nonvoting shares of stock as hereinafter provided;&nbsp;</span></p> <p><span class="cls0">10. To borrow money and otherwise contract indebtedness, and to issue or guarantee notes, bonds, and other evidences of indebtedness, and to secure the payment thereof by mortgage, pledge, or deed of trust of, or any other encumbrance upon, any or all of its thenowned or afteracquired real or personal property, assets, franchises, or revenues;&nbsp;</span></p> <p><span class="cls0">11. To construct, maintain and operate communication lines and facilities along, upon, under and across publicly owned lands and public thoroughfares, including, without limitation, all roads, highways, streets, alleys, bridges and causeways; subject, however, to the same requirements and limitations with respect to the use or occupancy of such thoroughfares and lands as are now or hereafter imposed by the laws of this state;&nbsp;</span></p> <p><span class="cls0">12. To exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of such power by other corporations constructing or operating telephone lines, facilities or systems;&nbsp;</span></p> <p><span class="cls0">13. To become a member of other cooperatives, joint ventures, partnerships, corporations or other legal entities or to own stock therein;&nbsp;</span></p> <p><span class="cls0">14. To conduct its business and exercise its powers within or without this state;&nbsp;</span></p> <p><span class="cls0">15. To adopt, amend and repeal bylaws;&nbsp;</span></p> <p><span class="cls0">16. To make any and all legal contracts necessary, convenient or appropriate for the full exercise of the powers herein granted; and&nbsp;</span></p> <p><span class="cls0">17. To do and perform any other acts and things, and to have and exercise any other powers which may be necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized.&nbsp;</span></p> <p><span class="cls0">Amended by Laws 1988, c. 323, &sect; 2, eff. Nov. 1, 1988; Laws 1991, c. 135, &sect; 4, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.5. Name.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 485, &sect; 5. &nbsp;</span></p> <p><span class="cls0">&sect;18438.6. Incorporators.&nbsp;</span></p> <p><span class="cls0">Five or more natural persons who are residents of the areas in which the principal operations of the cooperative are to be conducted may organize a cooperative in the manner hereinafter provided.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 486, &sect; 6. &nbsp;</span></p> <p><span class="cls0">&sect;18438.7. Articles of incorporation.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 486, &sect; 7. &nbsp;</span></p> <p><span class="cls0">&sect;18438.8. Bylaws.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 486, &sect; 8. &nbsp;</span></p> <p><span class="cls0">&sect;18438.9. Membership Shares of stock - Qualification as patron.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 486, &sect; 9; Laws 1991, c. 135, &sect; 5, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.10. Meetings of members.&nbsp;</span></p> <p><span class="cls0">A. An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided in the bylaws.&nbsp;</span></p> <p><span class="cls0">B. Special meetings of the members may be called by the president, by the board of trustees, by any three trustees, or by not less than two hundred members or ten percent (10%) of all members, whichever shall be the lesser.&nbsp;</span></p> <p><span class="cls0">C. Except as otherwise provided in this act, written or printed notice stating the time and place of each meeting of the members and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten (10) days nor more than twentyfive (25) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage prepaid, addressed to the member at his address as it appears on the records of the cooperative.&nbsp;</span></p> <p><span class="cls0">D. Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative having not more than five hundred members, shall be ten percent (10%) of all members, present in person, and of a cooperative having more than five hundred members, shall be fifty members or two percent (2%) of all members, whichever is greater, present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.&nbsp;</span></p> <p><span class="cls0">E. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. Voting shall be in person, but, if the bylaws so provide, may also be by mail.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 486, &sect; 10; Laws 1991, c. 135, &sect; 6, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.11. Waiver of notice of meeting.&nbsp;</span></p> <p><span class="cls0">Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to object to the transaction of any business because the meeting has not been legally called or convened.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 487, &sect; 11. &nbsp;</span></p> <p><span class="cls0">&sect;18438.12. Board of trustees.&nbsp;</span></p> <p><span class="cls0">A. The business of a cooperative shall be managed by a board of not less than five (5) trustees, each of whom shall be a member of the cooperative. The bylaws shall prescribe the number of trustees, their qualifications, other than those prescribed in this act, the manner of holding meetings of the board of trustees and of electing successors to trustees who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of trustees from office and for the election of their successors. Trustees shall not receive any salaries for their services as trustees and, except in emergencies, shall not receive any salaries for their services in any other capacity without the approval of the members. The cooperative may provide liability, accident, life and health insurance coverage for trustees choosing to have that coverage. The bylaws may also prescribe a fixed fee for attendance at each meeting of the board of trustees and may provide for reimbursement of actual expenses of attendance.&nbsp;</span></p> <p><span class="cls0">B. The trustees of a cooperative named in any articles of incorporation, consolidation, merger, conversion, or combined consolidation and conversion shall hold office until the next annual meeting of the members and until their successors are elected and qualify. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees to hold office until the next annual meeting of the members, except as otherwise provided in this act or the bylaws. Each trustee shall hold office for the term for which he is elected and until his successor is elected and qualifies. Vacancies shall be filled in accordance with provisions of the bylaws.&nbsp;</span></p> <p><span class="cls0">C. The bylaws may provide that:&nbsp;</span></p> <p><span class="cls0">1. In lieu of electing the whole number of trustees annually, the trustees shall be divided into three classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the trustees of the first class to expire at the next succeeding annual meeting, the term of the second class to expire at the second succeeding annual meeting, and the term of the third class to expire at the third succeeding annual meeting; and&nbsp;</span></p> <p><span class="cls0">2. At each annual meeting or at district meetings, after such classification, a number of trustees equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual or district meeting.&nbsp;</span></p> <p><span class="cls0">D. A majority of the board of trustees, as determined by the bylaws, shall constitute a quorum.&nbsp;</span></p> <p><span class="cls0">E. The board of trustees may exercise all of the powers of a cooperative conferred upon the members by this act, or its articles of incorporation or bylaws.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 487, &sect; 12; Laws 1961, p. 202, &sect; 1; Laws 1991, c. 135, &sect; 7, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.13. Division of territory into districts.&nbsp;</span></p> <p><span class="cls0">The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for the nomination and election of trustees and the election and functioning of district delegates. Such delegates, who shall be members, may nominate and elect trustees. The bylaws shall prescribe the boundaries of the districts, or the manner of establishing such boundaries, and the manner of changing such boundaries, and the manner in which such districts shall function. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 488, &sect; 13. &nbsp;</span></p> <p><span class="cls0">&sect;18438.14. Officers.&nbsp;</span></p> <p><span class="cls0">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. When a person holding any such office ceases to be a trustee he shall cease to hold such office. 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 deems necessary or advisable and shall prescribe their powers and duties. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 488, &sect; 14. &nbsp;</span></p> <p><span class="cls0">&sect;18438.15. Amendment of articles of incorporation.&nbsp;</span></p> <p><span class="cls0">A cooperative may amend its articles of incorporation by complying with the following requirements, provided, however, that a change of location of principal office may be effected in the manner set forth in Section 16 of this act: The proposed amendment shall be presented to a meeting of the members, the notice of which shall set forth or have attached thereto the proposed amendment. If the proposed amendment, with any changes, is approved by the affirmative vote of not less than two thirds of those members voting thereon at such meeting, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The articles of amendment 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; and (3) the amendment to its articles of incorporation. The president or vice president executing such articles of amendment shall make and annex thereto an affidavit stating that the provisions of this section in respect of the amendment set forth in such articles were duly complied with.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 488, &sect; 15. &nbsp;</span></p> <p><span class="cls0">&sect;18438.16. Change of location of principal office.&nbsp;</span></p> <p><span class="cls0">A cooperative may, upon authorization of its board of trustees or its members, change the location of its principal office in this state by filing a certificate reciting such 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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 488, &sect; 16. &nbsp;</span></p> <p><span class="cls0">&sect;18438.17. Consolidation of cooperatives.&nbsp;</span></p> <p><span class="cls0">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:&nbsp;</span></p> <p><span class="cls0">(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 submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached thereto a copy of the proposed articles of consolidation;&nbsp;</span></p> <p><span class="cls0">(b) If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of not less than two thirds of those members of each consolidating cooperative voting thereon at each such meeting, 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 articles of consolidation shall recite that they are executed pursuant to this act and shall state: (1) the name of each consolidating cooperative and the address of its principal office; (2) the name of the new cooperative and the address of its principal office; (3) a statement that each consolidating cooperative agrees to the consolidation; (4) the names and addresses of the trustees of the new cooperative; (5) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner in which members and shareholders, if any, of the consolidating cooperatives may or shall become members and shareholders, respectively, of the new cooperative; (6) the purpose for which the cooperative is formed; (7) the period of existence of the new cooperative, and may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the new cooperative. The president or vice president of each consolidating cooperative executing such articles of consolidation shall make and annex thereto an affidavit stating that the provisions of this section in respect of such articles were duly complied with by such cooperative.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 488, &sect; 17. &nbsp;</span></p> <p><span class="cls0">&sect;18438.18. Merger of cooperatives.&nbsp;</span></p> <p><span class="cls0">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:&nbsp;</span></p> <p><span class="cls0">(a) The proposition for the merger of the merging cooperative into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the members of each merging cooperative and of the surviving cooperative, the notice of which shall have attached thereto a copy of the proposed articles of merger;&nbsp;</span></p> <p><span class="cls0">(b) If the proposed merger and the proposed articles of merger, with any amendments, are approved by the affirmative vote of not less than two thirds of those members of each cooperative voting thereon at each such meeting, articles of merger in the 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 articles of merger shall recite that they are executed pursuant to this act and shall state: (1) the name of each merging cooperative and the address of its principal office; (2) the name of the surviving cooperative and the address of its principal office; (3) a statement that each merging cooperative and the surviving cooperative agree to the merger; (4) the names and addresses of the trustees of the surviving cooperative; and (5) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner in which members and shareholders, if any, of the merging cooperatives may or shall become members and shareholders, respectively, of the surviving cooperative; (6) the period of existence of the new cooperative; and (7) the purpose for which the cooperative is formed; and may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the surviving cooperative. The president or vice president of each cooperative executing such articles of merger shall make and annex thereto an affidavit stating that the provisions of this section in respect of such articles were duly complied with by such cooperative.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 489, &sect; 18. &nbsp;</span></p> <p><span class="cls0">&sect;18438.19. Effect of consolidation or merger.&nbsp;</span></p> <p><span class="cls0">(a) In the case of a consolidation the existence of the consolidating cooperative shall cease and 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 separate existence of the merging cooperatives shall cease and 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;&nbsp;</span></p> <p><span class="cls0">(b) All the rights, privileges, immunities and franchises and all property, real and personal, including without limitation applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be deemed to be transferred to and vested in the new or surviving cooperative without further act or deed;&nbsp;</span></p> <p><span class="cls0">(c) The new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new or surviving cooperative may be substituted in its place; and&nbsp;</span></p> <p><span class="cls0">(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.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 489, &sect; 19. &nbsp;</span></p> <p><span class="cls0">&sect;18438.20. Conversion of other corporations into cooperatives.&nbsp;</span></p> <p><span class="cls0">A. Any corporation organized under the laws of this state and furnishing or having the corporative power to furnish communication services may be converted into a cooperative by complying with the following requirements and shall thereupon become subject to this act with the same effect as if originally organized under this act:&nbsp;</span></p> <p><span class="cls0">1. The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be submitted to a meeting of the members or stockholders of such corporation, or in case of a corporation having no members or stockholders, to a meeting of the incorporators of such corporation, the notice of which shall have attached thereto a copy of the proposed articles of conversion; and&nbsp;</span></p> <p><span class="cls0">2. If the proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds (2/3) of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds (2/3) of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or, in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds (2/3) of its incorporators; articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of conversion shall recite that they are executed pursuant to this act and shall state:&nbsp;</span></p> <p class="cls2"><span class="cls0"> &nbsp;&nbsp;a.&nbsp;&nbsp;the name of the corporation and the address of its principal office prior to its conversion into a cooperative,&nbsp;</span></p> <p class="cls2"><span class="cls0"> &nbsp;&nbsp;b.&nbsp;&nbsp;the statute or statutes under which it was organized,&nbsp;</span></p> <p class="cls2"><span class="cls0">&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;&nbsp;a statement that such corporation elects to become a cooperative, nonprofit corporation subject to this act,&nbsp;</span></p> <p class="cls2"><span class="cls0">&nbsp;&nbsp;&nbsp;&nbsp;d.&nbsp;&nbsp;its name as a cooperative,&nbsp;</span></p> <p class="cls2"><span class="cls0">&nbsp;&nbsp;&nbsp;&nbsp;e.&nbsp;&nbsp;the address of the principal office of the cooperative,&nbsp;</span></p> <p class="cls2"><span class="cls0"> &nbsp;&nbsp;f.&nbsp;&nbsp;the names and addresses of the trustees of the cooperative,&nbsp;</span></p> <p class="cls2"><span class="cls0">&nbsp;&nbsp;&nbsp;&nbsp;g.&nbsp;&nbsp;the manner in which members, stockholders or incorporators of such corporation may or shall become members of the cooperative,&nbsp;</span></p> <p class="cls2"><span class="cls0">&nbsp;&nbsp;&nbsp;&nbsp;h.&nbsp;&nbsp;the period of existence of the new cooperative, and&nbsp;</span></p> <p class="cls2"><span class="cls0"> &nbsp;&nbsp;i.&nbsp;&nbsp;the purpose for which the cooperative is formed;&nbsp;</span></p> <p><span class="cls0">and may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the cooperative, including provisions for the issuance of nonvoting shares of stock as provided for in Section 348.7 of this title. If the articles of conversion shall make provision for the issuance of such shares of stock, they shall also state the manner in which members, stockholders or incorporators of such corporation may or shall become shareholders of the cooperative. The president or vice-president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section were duly complied with in respect of such articles. The articles of conversion shall be deemed to be the articles of incorporation of the cooperative.&nbsp;</span></p> <p><span class="cls0">B. Any two or more corporations organized under the laws of this state and furnishing or having the corporate power to furnish communication services may, if otherwise permitted to consolidate by the laws of this state, consolidate into a cooperative subject to this act, with the same effect as if originally organized under this act, by complying with the following requirements:&nbsp;</span></p> <p><span class="cls0">1. The proposition for the consolidation into a cooperative and the proposed articles of consolidation and conversion, with any amendments, shall be approved by each consolidating corporation in accordance with the statute or statutes under which it was organized and the provisions of subsection A of this section;&nbsp;</span></p> <p><span class="cls0">2. The articles of consolidation and conversion in the form approved shall be executed, acknowledged and sealed in the manner prescribed in subsection A of this section and in the statute or statutes under which the consolidating corporations were organized. The articles of consolidation and conversion shall state that they are executed pursuant to this act and such statute or statutes, that each consolidating corporation elects that the new corporation shall be a cooperative, and in addition shall contain all other information required by such statute or statutes and by paragraph 2 of subsection A of this section; and may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of consolidation and conversion shall make and annex thereto an affidavit stating that the provisions of this section and of the statute or statutes under which the consolidating corporations were organized were duly complied with in respect of such articles. The articles of consolidation and conversion shall be deemed to be the articles of incorporation of the cooperative and shall be filed both in accordance with the provisions of this act and of the statute or statutes under which the consolidating corporations were organized.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 490, &sect; 20; Laws 1991, c. 135, &sect; 8, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.21. Dissolution.&nbsp;</span></p> <p><span class="cls0">A. A cooperative which has not commenced business may be dissolved by delivering to the Secretary of State articles of dissolution which shall be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and which shall state:&nbsp;</span></p> <p><span class="cls0">&nbsp;&nbsp;1. The name of the cooperative;&nbsp;</span></p> <p><span class="cls0">2. The address of its principal office;&nbsp;</span></p> <p><span class="cls0">3. That the cooperative has not commenced business;&nbsp;</span></p> <p><span class="cls0">4. That any sums received by the cooperative, less any part thereof disbursed for expenses of the cooperative, have been returned or paid to those entitled thereto;&nbsp;</span></p> <p><span class="cls0">5. That no debt of the cooperative is unpaid; and&nbsp;</span></p> <p><span class="cls0">6. That a majority of the incorporators elect that the cooperative be dissolved.&nbsp;</span></p> <p><span class="cls0">B. 1. A cooperative which has commenced business may be dissolved in the following manner: The proposition to dissolve shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth such proposition. The members at any such meeting shall approve, by the affirmative vote of not less than a majority of all members of the cooperative, the proposition that the cooperative be dissolved. Upon such approval, a certificate of election to dissolve (hereinafter designated the "certificate"), executed and acknowledged on behalf of the cooperative by its president or vice-president under its seal, attested by its secretary, and stating:&nbsp;</span></p> <p class="cls4"><span class="cls0">(a)&nbsp;&nbsp;the name of the cooperative,&nbsp;</span></p> <p class="cls4"><span class="cls0">(b)&nbsp;&nbsp;the address of its principal office, and&nbsp;</span></p> <p class="cls4"><span class="cls0">(c)&nbsp;&nbsp;that the members of the cooperative have duly voted that the cooperative be dissolved, shall, together with an affidavit made by its president or vice-president executing the certificate, stating that the statements in the certificate are true, be submitted to the Secretary of State for filing.&nbsp;</span></p> <p><span class="cls0">2. Upon the filing of the certificate and affidavit with the Secretary of State, the cooperative shall cease to carry on its business except to the extent necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed with the Secretary of State. The board of trustees shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative and to be published once a week for two (2) successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located. The board of trustees shall wind up and settle the affairs of the cooperative, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations and liabilities, other than those to patrons arising by reason of their patronage, and do all other things required to wind up its business, and after paying or discharging or adequately providing for the payment or discharge of all its debts, obligations and liabilities, other than those to patrons arising by reason of their patronage, shall distribute any remaining sums: first, to shareholders, if any, for the pro rata return of the par value of their shares, together with any accrued dividends; second, to patrons for the pro rata return of all amounts standing to their credit by reason of their patronage; and third, to members for the pro rata repayment of membership fees. Any sums then remaining shall be distributed among its members and former members in proportion to their patronage. The board of trustees shall thereupon authorize the execution of articles of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its seal shall be affixed thereto and attested by its secretary. The articles of dissolution shall recite that they are executed pursuant to this act and shall state:&nbsp;</span></p> <p class="cls4"><span class="cls0">a.&nbsp;&nbsp;the name of the cooperative,&nbsp;</span></p> <p class="cls4"><span class="cls0">b.&nbsp;&nbsp;the address of its principal office,&nbsp;</span></p> <p class="cls4"><span class="cls0">c.&nbsp;&nbsp;the date on which the certificate of election to dissolve was filed with the Secretary of State,&nbsp;</span></p> <p class="cls4"><span class="cls0">d.&nbsp;&nbsp;that there are no actions or suits pending against the cooperative,&nbsp;</span></p> <p class="cls4"><span class="cls0">e.&nbsp;&nbsp;that all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor, and&nbsp;</span></p> <p class="cls4"><span class="cls0">f.&nbsp;&nbsp;that the preceding provisions of this subsection have been duly complied with. The president or vice-president executing the articles of dissolution shall make and annex thereto an affidavit stating that the statements made therein are true.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 491, &sect; 21; Laws 1991, c. 135, &sect; 9, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.22. Presentation and filing of papers with Secretary of State.&nbsp;</span></p> <p><span class="cls0">Articles of incorporation, amendment, consolidation, merger, conversion, combined consolidation and conversion, or dissolution, 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 such articles in the records of his office and upon such filing the incorporation, amendment, consolidation, merger, conversion, combined consolidation and conversion, or dissolution provided for therein shall be in effect. The provisions of this section shall also apply to certificates of election to dissolve and affidavits executed in connection therewith pursuant to subsection (b) of Section 21 of this act.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 492, &sect; 22. &nbsp;</span></p> <p><span class="cls0">&sect;18438.23. Operation for mutual benefit Disposition of receipts and revenues.&nbsp;</span></p> <p><span class="cls0">A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a cooperative or its contracts with members and patrons shall contain such provisions relative to the disposition of revenues and receipts as may be necessary and appropriate to establish and maintain its nonprofit and cooperative character. In the case of a cooperative authorized to issue shares of stock, such bylaws or contracts shall provide that no monies shall be paid or credits given on the basis of patronage except after the declaration or payment of dividends on the outstanding shares of stock in accordance with the articles of incorporation of the cooperative, and such bylaws or contracts shall otherwise be consistent with the cooperative's obligations in respect of such shares of stock.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 492, &sect; 23. &nbsp;</span></p> <p><span class="cls0">&sect;18438.24. Mortgages, deeds of trust or pledges Sale, lease, etc.&nbsp;</span></p> <p><span class="cls0">A. The board of trustees of a cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, 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 therefrom, all upon such terms and conditions as the board of trustees shall determine, to secure any indebtedness of the cooperative to United States of America or any agency or instrumentality thereof or to any corporation or financial institution permitted to assist in the credit and financial needs of rural telephone cooperative corporations.&nbsp;</span></p> <p><span class="cls0">B. A cooperative may not otherwise sell, mortgage, lease or otherwise dispose of or encumber all or a substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized by the affirmative vote of not less than two thirds (2/3) of all the members of the cooperative; provided, however, that notwithstanding any other provision of Section 438.1 et seq. of this title, or any other provision of law, the board of trustees may, upon the authorization of a majority of those members of the cooperative present at a meeting of the members thereof, the notice of which shall have set forth the proposed action, sell, lease or otherwise dispose of all or a substantial portion of its property to another cooperative pursuant to this act or to the holder or holders of any notes, bonds or other evidences of indebtedness to United States of America or any agency or instrumentality thereof or to any corporation or financial institution permitted to assist in the credit and financial needs of rural telephone cooperative corporations.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1987, c. 57, &sect; 1, emerg. eff. April 30, 1987. &nbsp;</span></p> <p><span class="cls0">&sect;18438.25. Members and shareholders not liable for debts.&nbsp;</span></p> <p><span class="cls0">No member or shareholder shall be liable or responsible for any debts of the cooperative and the property of the members and shareholders shall not be subject to execution therefor.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 493, &sect; 25. &nbsp;</span></p> <p><span class="cls0">&sect;18438.26. Recording instruments Lien.&nbsp;</span></p> <p><span class="cls0">Any mortgage, deed of trust or other instrument executed by a cooperative or foreign corporation doing business in this state pursuant to this act, which affects real and personal property and which is recorded in the real property records in any county in which such property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded, filed or indexed as provided by law in the proper office in such county as a mortgage of personal property. The lien upon real or personal property of any such mortgage, deed of trust or other instrument shall, after recordation thereof, continue in existence and of record for the period of time specified therein without the refiling thereof of the filing or any renewal certificate, affidavit, or other supplemental information required by the laws relating to the renewal, maintenance or extension of liens upon real or personal property.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 493, &sect; 26; Laws 1991, c. 135, &sect; 10, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.27. Safety standards.&nbsp;</span></p> <p><span class="cls0">Construction of communication lines and facilities by a cooperative shall, as a minimum requirement, comply with the standards of the National Electrical Safety Code in effect at the time of such construction, and shall be in such manner and according to such specifications as will avoid interference with or hazards to existing communication lines, facilities or systems.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 493, &sect; 27; Laws 1991, c. 135, &sect; 11, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.28. Acknowledgment of instruments.&nbsp;</span></p> <p><span class="cls0">No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, trustee, member, or shareholder of such cooperative.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 493, &sect; 28. &nbsp;</span></p> <p><span class="cls0">&sect;18438.29. Foreign nonprofit or cooperative corporation Extensions of lines into state.&nbsp;</span></p> <p><span class="cls0">Any foreign nonprofit or cooperative corporation furnishing or authorized to furnish communication services and owning or operating communication lines or facilities in an adjacent state may construct or acquire extensions of such lines in this state and operate such extensions by complying with the statutes of this state pertaining to the qualifications of foreign corporations for the doing of business in this state. Thereafter, such corporation shall have all the rights, powers, privileges and immunities of a cooperative organized under this act.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 493, &sect; 29; Laws 1991, c. 135, &sect; 12, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.30. Connections with other lines.&nbsp;</span></p> <p><span class="cls0">Any cooperative or foreign corporation doing business in this state pursuant to this act (such cooperative or corporation being designated in this section as "applicant") shall have the right to require any person furnishing telephone service to the public in this state (such person being designated in this section as "company") to interconnect the company's lines, facilities or systems with, or otherwise make available such lines, facilities or systems to the applicant's telephone lines, facilities or systems, in order to provide a continuous line of communication for the applicant's subscribers. In the event the connecting company and the applicant shall be unable to agree upon the terms and conditions of such interconnection, including compensation therefor, within thirty (30) days after request by the applicant, the Corporation Commission shall by order direct that such interconnection be made and shall prescribe the terms and conditions thereof, which shall be reasonable and nondiscriminatory. Nothing in this section shall be deemed to subject a cooperative to the jurisdiction of the Corporation Commission except and only to the extent required to carry out the provisions hereof.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 493, &sect; 30. &nbsp;</span></p> <p><span class="cls0">&sect;18438.31. Rates.&nbsp;</span></p> <p><span class="cls0">The Corporation Commission shall have the power and authority to prescribe and enforce rates for regulated communication services under this act as may be found to be reasonable and just after due notice and hearing, provided that said commission shall make final determination of rates within ninety (90) days after the request has been received by the Commission. In the event that said Commission fails to act within the period prescribed above, the rate requested by the applicant in said application shall immediately become effective. From any action of the Commission prescribing rates and charges under this act, any party aggrieved may appeal to the Supreme Court in the manner now provided by law for appealing cases from the Corporation Commission to the Supreme Court. Nothing in this section shall be deemed to subject a cooperative to the jurisdiction of the Corporation Commission except and only to the extent required to carry out the provisions thereof.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 494, &sect; 31; Laws 1991, c. 135, &sect; 13, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.32. Approval of Corporation Commission Orders Certificate not required.&nbsp;</span></p> <p><span class="cls0">A. Subject to paragraph 4 of Section 438.4 of this title, any cooperative may furnish communication services in any territory not already being furnished communication services by a telephone company or another cooperative without approval of the Corporation Commission of this state.&nbsp;</span></p> <p><span class="cls0">B. In any matter before the Corporation Commission, to which any cooperative is a party, the Commission shall issue its order determining such matter within ninety (90) days after the application therein has been filed.&nbsp;</span></p> <p><span class="cls0">C. Under this act, no certificate of convenience and necessity, as provided in Sections 131 through 133 of Title 17 of the Oklahoma Statutes inclusive, shall be required by the Corporation Commission for a cooperative organized hereunder.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 494, &sect; 32; Laws 1991, c. 135, &sect; 14, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.33. Cooperatives, nonprofit and mutual corporations and associations subject to act - Corrected articles of incorporation.&nbsp;</span></p> <p><span class="cls0">A. Existing domestic and domesticated cooperatives, nonprofit and mutual corporations and associations formed to engage in or engaging in the business, undertaking or activity described in or contemplated hereby, shall be deemed, ipso facto, to come under the provisions of this act as of the date this act becomes effective and all provisions hereof shall thereafter fully apply thereto and every such corporation and association shall have the same rights, privileges, powers and immunities as it would possess if respectively created or domesticated hereunder and shall be subject to the same obligations, duties and jurisdictions as cooperatives organized under this act.&nbsp;</span></p> <p><span class="cls0">B. In the event any cooperative has filed defective articles of incorporation or has failed to do all things necessary to perfect its corporate organization, it may, nevertheless, file corrected articles of incorporation or amend the original articles and do and perform all acts and things necessary in the premises for the correction of such defects.&nbsp;</span></p> <p><span class="cls0">Laws 1953, p. 494, &sect; 33; Laws 1991, c. 135, &sect; 15, eff. Sept. 1, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18438.34. Partial invalidity.&nbsp;</span></p> <p><span class="cls0">If any provision of this act, or the application of such provision to any person or circumstance is held invalid, the remainder of the act and the application of such provisions to other persons or circumstances shall not be affected thereby.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1953, p. 494, &sect; 34. &nbsp;</span></p> <p><span class="cls0">&sect;18-438.35. Act deemed amendment of Constitution.&nbsp;</span></p> <p><span class="cls0">It is hereby expressly declared by the Legislature that this entire act is an amendment to, and alteration of, Section 18 through Section 34 inclusive of Article IX of the Constitution of the State of Oklahoma, as authorized by Section 35 of Article IX of said Constitution.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1991, c. 135, &sect; 16, eff. Sept. 1, 1991.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18439.1. Conversion of grain elevator corporations to cooperatives Procedure.&nbsp;</span></p> <p><span class="cls0">Any corporation organized under the laws of this state for the purpose, among others, of conducting a grain elevator business, may be converted into a cooperative and become subject to this act with the same effect as if originally organized under this act by complying with the following requirements:&nbsp;</span></p> <p><span class="cls0">1. The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors of the corporation. The proposed articles of conversion shall state:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;the name of the corporation prior to its conversion into a cooperative,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;the address of the principal officer of the corporation,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;the date of the filing of the articles of incorporation of the corporation in the Office of the Secretary of State,&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;the name assumed by the cooperative,&nbsp;</span></p> <p class="cls2"><span class="cls0">e.&nbsp;&nbsp;a statement that the corporation elects to become a cooperative, nonprofit, membership corporation subject to this act,&nbsp;</span></p> <p class="cls2"><span class="cls0">f.&nbsp;&nbsp;the manner and basis of converting either memberships in or shares of stock of the corporation into memberships of the cooperative, and&nbsp;</span></p> <p class="cls2"><span class="cls0">g.&nbsp;&nbsp;any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business and affairs of the corporation;&nbsp;</span></p> <p><span class="cls0">2. The proposition for the conversion of the corporation into a cooperative and the proposed articles of conversion approved by the board of trustees or the board of directors of such corporation shall then be submitted to a vote of the members or stockholders of the corporation at any duly held annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed conversion. The proposition for the conversion of the corporation into a cooperative and the proposed articles of conversion, with any amendments thereto as the members or stockholders of the corporation shall choose to make, shall be deemed to be approved upon the affirmative vote of a majority of those members of the corporation voting thereon at such meeting, or, if the corporation is a stock corporation, upon the affirmative vote of the holders of a majority of the capital stock of the corporation represented at such meeting;&nbsp;</span></p> <p><span class="cls0">3. Upon approval by the members or stockholders of the corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of the corporation by its president or vicepresident and its corporate seal shall be affixed thereto and attested by its secretary. The president or vicepresident executing such articles of conversion on behalf of the corporation shall also make and annex thereto an affidavit stating that the provisions of this section with respect to the approval of its trustees or directors and its members or stockholders, of the proposition for the conversion of the corporation into a cooperative and such articles of conversion were duly complied with. Such articles of conversion and affidavit shall be submitted to the Secretary of State for filing as provided in this act. The term "articles of incorporation", as used in Chapter 10 of Title 18, of the Oklahoma Statutes, shall be deemed to include the articles of conversion of a converted corporation; and&nbsp;</span></p> <p><span class="cls0">4. The value of shares in the corporation shall be converted to the value of shares in the cooperative, on a dollarfordollar basis. Any dividends payable on shares of stock in the cooperative shall be paid on preferred stock before dividends are paid on common stock.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1983, c. 15, &sect; 2, emerg. eff. March 25, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18439.2. Filing articles of conversion with Secretary of State Issuance of certificate of conversion.&nbsp;</span></p> <p><span class="cls0">Articles of conversion, 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 conform to the requirements of this act, he shall, upon the payment of the fees specified by him 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 conversion, and thereupon the conversion provided for therein shall be in effect.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1983, c. 15, &sect; 3, emerg. eff. March 25, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18-440-101. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-102. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-103. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-104. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-105. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-106. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-107. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-108. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-109. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-110. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-111. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-112. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-113. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-114. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-115. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-116. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-117. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-118. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-119. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-120. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-201. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-202. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-203. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-204. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-205. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-206. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-207. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-208. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-301. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-302. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-303. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-304. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-401. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-402. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-403. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-404. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-405. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-406. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-407. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-501. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-502. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-503. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-504. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-505. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-506. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-507. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-508. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-509. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-510. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-511. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-512. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-513. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-514. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-515. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-516. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-517. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-601. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-602. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-603. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-604. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-605. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-701. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-702. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-703. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-704. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-801. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-802. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-803. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-804. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-805. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-806. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-807. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-808. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-809. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-810. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-811. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-812. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-813. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-814. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-815. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-816. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-817. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-818. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-819. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-820. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-821. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-822. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-823. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-901. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1001. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1002. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1003. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1004. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1005. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1006. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1007. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1008. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1009. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1101. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1102. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1103. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1201. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1202. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1203. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1204. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1205. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1206. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1207. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1208. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1209. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1210. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1211. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1212. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1213. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1214. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1215. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1301. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1302. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1303. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1304. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1305. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1401. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1402. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1403. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1404. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1405. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1406. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1407. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1408. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1501. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1502. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1503. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1504. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1601. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1602. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1603. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1604. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1605. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1606. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1607. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1608. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1609. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1610. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1611. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1612. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1701. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1702. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1703. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-440-1704. Repealed by Laws 2009, c. 68, &sect; 151, eff. Jan. 1, 2010.&nbsp;</span></p> <p><span class="cls0">NOTE: This section was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p><span class="cls0">&sect;18-441-101. Short title.&nbsp;</span></p> <p><span class="cls0">SHORT TITLE. Sections 1 through 149 of this act shall be known and may be cited as the &ldquo;Uniform Limited Cooperative Association Act of 2009&rdquo;.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 1, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-102. Definitions.&nbsp;</span></p> <p><span class="cls0">DEFINITIONS. In the Uniform Limited Cooperative Association Act of 2009:&nbsp;</span></p> <p><span class="cls0">(1) &ldquo;Articles of organization&rdquo; means the articles of organization of a limited cooperative association required by Section 30 of this act. The term includes the articles as amended or restated.&nbsp;</span></p> <p><span class="cls0">(2) &ldquo;Board of directors&rdquo; means the board of directors of a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(3) &ldquo;Bylaws&rdquo; means the bylaws of a limited cooperative association. The term includes the bylaws as amended or restated.&nbsp;</span></p> <p><span class="cls0">(4) &ldquo;Certificate of authority&rdquo; means a certificate issued by the Secretary of State for a foreign cooperative to transact business in this state.&nbsp;</span></p> <p><span class="cls0">(5) &ldquo;Contribution&rdquo;, except as used in subsection (c) of Section 97 of this act, means a benefit that a person provides to a limited cooperative association to become or remain a member or in the person&rsquo;s capacity as a member.&nbsp;</span></p> <p><span class="cls0">(6) &ldquo;Cooperative&rdquo; means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction.&nbsp;</span></p> <p><span class="cls0">(7) &ldquo;Designated office&rdquo; means the office that a limited cooperative association or a foreign cooperative is required to designate and maintain under paragraph (1) of subsection (a) of Section 17 of this act.&nbsp;</span></p> <p><span class="cls0">(8) &ldquo;Director&rdquo; means a director of a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(9) &ldquo;Distribution&rdquo;, except as used in subsection (e) of Section 96 of this act, means a transfer of money or other property from a limited cooperative association to a member because of the member&rsquo;s financial rights or to a transferee of a member&rsquo;s financial rights.&nbsp;</span></p> <p><span class="cls0">(10) &ldquo;Entity&rdquo; means a person other than an individual.&nbsp;</span></p> <p><span class="cls0">(11) &ldquo;Financial rights&rdquo; means the right to participate in allocations and distributions as provided in Articles 10 and 12 of the Uniform Limited Cooperative Association Act of 2009 but does not include rights or obligations under a marketing contract governed by Article 7 of the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">(12) &ldquo;Foreign cooperative&rdquo; means an entity organized in a jurisdiction other than this state under a law similar to the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">(13) &ldquo;Governance rights&rdquo; means the right to participate in governance of a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(14) &ldquo;Investor member&rdquo; means a member that has made a contribution to a limited cooperative association and&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;is not required by the organic rules to conduct patronage with the association in the member&rsquo;s capacity as an investor member in order to receive the member&rsquo;s interest; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;is not permitted by the organic rules to conduct patronage with the association in the member&rsquo;s capacity as an investor member in order to receive the member&rsquo;s interest.&nbsp;</span></p> <p><span class="cls0">(15) &ldquo;Limited cooperative association&rdquo; means an association organized under the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">(16) &ldquo;Member&rdquo; means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. The term does not include a person that has dissociated as a member.&nbsp;</span></p> <p><span class="cls0">(17) &ldquo;Member&rsquo;s interest&rdquo; means the interest of a patron member or investor member under Section 57 of this act.&nbsp;</span></p> <p><span class="cls0">(18) &ldquo;Members meeting&rdquo; means an annual members meeting or special meeting of members.&nbsp;</span></p> <p><span class="cls0">(19) &ldquo;Organic law&rdquo; means the statute providing for the creation of an entity or principally governing its internal affairs.&nbsp;</span></p> <p><span class="cls0">(20) &ldquo;Organic rules&rdquo; means the articles of organization and bylaws of a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(21) &ldquo;Organizer&rdquo; means an individual who signs the initial articles of organization.&nbsp;</span></p> <p><span class="cls0">(22) &ldquo;Patron member&rdquo; means a member that has made a contribution to a limited cooperative association and:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;is required by the organic rules to conduct patronage with the association in the member&rsquo;s capacity as a patron member in order to receive the member&rsquo;s interest; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;is permitted by the organic rules to conduct patronage with the association in the member&rsquo;s capacity as a patron member in order to receive the member&rsquo;s interest.&nbsp;</span></p> <p><span class="cls0">(23) &ldquo;Patronage&rdquo; means business transactions between a limited cooperative association and a person which entitle the person to receive financial rights based on the value or quantity of business done between the association and the person.&nbsp;</span></p> <p><span class="cls0">(24) &ldquo;Person&rdquo; means an individual, corporation, business trust, cooperative, estate, trust, partnership, limited partnership, limited liability company, limited cooperative association, joint venture, association, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.&nbsp;</span></p> <p><span class="cls0">(25) &ldquo;Principal office&rdquo; means the principal executive office of a limited cooperative association or foreign cooperative, whether or not in this state.&nbsp;</span></p> <p><span class="cls0">(26) &ldquo;Record&rdquo;, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.&nbsp;</span></p> <p><span class="cls0">(27) &ldquo;Required information&rdquo; means the information a limited cooperative association is required to maintain under Section 14 of this act.&nbsp;</span></p> <p><span class="cls0">(28) &ldquo;Sign&rdquo; means, with present intent to authenticate or adopt a record:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;to execute or adopt a tangible symbol; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;to attach to or logically associate with the record an electronic symbol, sound, or process.&nbsp;</span></p> <p><span class="cls0">(29) &ldquo;State&rdquo; means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.&nbsp;</span></p> <p><span class="cls0">(30) &ldquo;Transfer&rdquo; includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.&nbsp;</span></p> <p><span class="cls0">(31) &ldquo;Voting group&rdquo; means any combination of one or more voting members in one or more districts or classes that under the organic rules or the Uniform Limited Cooperative Association Act of 2009 are entitled to vote and can be counted together collectively on a matter at a members meeting.&nbsp;</span></p> <p><span class="cls0">(32) &ldquo;Voting member&rdquo; means a member that, under the organic law or organic rules, has a right to vote on matters subject to vote by members under the organic law or organic rules.&nbsp;</span></p> <p><span class="cls0">(33) &ldquo;Voting power&rdquo; means the total current power of members to vote on a particular matter for which a vote may or is to be taken.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 2, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-103. Limited cooperative association subject to amendment or repeal of the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">LIMITED COOPERATIVE ASSOCIATION SUBJECT TO AMENDMENT OR REPEAL OF THE UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT OF 2009. A limited cooperative association governed by the Uniform Limited Cooperative Association Act of 2009 is subject to any amendment or repeal of the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 3, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-104. Nature of limited cooperative association.&nbsp;</span></p> <p><span class="cls0">NATURE OF LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association organized under the Uniform Limited Cooperative Association Act of 2009 is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:&nbsp;</span></p> <p><span class="cls0">(1) Ownership, financing, and receipt of benefits by the members for whose interests the association is formed; and&nbsp;</span></p> <p><span class="cls0">(2) Separate investments in the association by members who may receive returns on their investments and a share of control.&nbsp;</span></p> <p><span class="cls0">(b) The fact that a limited cooperative association does not have one or more of the characteristics described in subsection (a) of this section does not alone prevent the association from being formed under and governed by the Uniform Limited Cooperative Association Act of 2009 nor does it alone provide a basis for an action against the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 4, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-105. Purpose and duration of limited cooperative association.&nbsp;</span></p> <p><span class="cls0">PURPOSE AND DURATION OF LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association is an entity distinct from its members.&nbsp;</span></p> <p><span class="cls0">(b) A limited cooperative association may be organized for any lawful purpose, whether or not for profit except for supplying electric energy or natural gas in rural areas. A cooperative organized for the purpose of supplying electric energy and promoting and extending the use thereof in rural areas must be organized under the Rural Electric Cooperative Act.&nbsp;</span></p> <p><span class="cls0">(c) Unless the articles of organization state a term for a limited cooperative association&rsquo;s existence, the association has perpetual duration.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 5, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-106. Powers.&nbsp;</span></p> <p><span class="cls0">POWERS. A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An association may maintain an action against a member for harm caused to the association by the member&rsquo;s violation of a duty to the association or of the organic law or organic rules.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 6, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-107. Governing law.&nbsp;</span></p> <p><span class="cls0">GOVERNING LAW. The law of this state governs:&nbsp;</span></p> <p><span class="cls0">(1) The internal affairs of a limited cooperative association; and&nbsp;</span></p> <p><span class="cls0">(2) The liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 7, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-108. Supplemental principles of law.&nbsp;</span></p> <p><span class="cls0">SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of the Uniform Limited Cooperative Association Act of 2009, the principles of law and equity supplement the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 8, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-109. Requirements of other laws.&nbsp;</span></p> <p><span class="cls0">REQUIREMENTS OF OTHER LAWS.&nbsp;</span></p> <p><span class="cls0">(a) The Uniform Limited Cooperative Association Act of 2009 does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or its members.&nbsp;</span></p> <p><span class="cls0">(b) A limited cooperative association may not conduct an activity that, under law of this state other than the Uniform Limited Cooperative Association Act of 2009, may be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the association conform to those requirements.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 9, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-110. Relation to restraint of trade and antitrust laws.&nbsp;</span></p> <p><span class="cls0">RELATION TO RESTRAINT OF TRADE AND ANTITRUST LAWS. To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of Title 79 of the Oklahoma Statutes, the association and its activities are entitled to the exemption or immunity. This section does not create any new exemption or immunity for an association or affect any exemption or immunity provided to a cooperative organized under any other law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 9, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-111. Name.&nbsp;</span></p> <p><span class="cls0">NAME.&nbsp;</span></p> <p><span class="cls0">(a) Use of the term &ldquo;cooperative&rdquo; or its abbreviation under the Uniform Limited Cooperative Association Act of 2009 is not a violation of the provisions restricting the use of the term under Section 435 of Title 18 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">(b) The name of a limited cooperative association must contain the words &ldquo;limited cooperative association&rdquo; or &ldquo;limited cooperative&rdquo; or the abbreviation &ldquo;L.C.A.&rdquo; or &ldquo;LCA&rdquo;. &ldquo;Limited&rdquo; may be abbreviated as &ldquo;Ltd.&rdquo;. &ldquo;Cooperative&rdquo; may be abbreviated as &ldquo;Co-op&rdquo; or &ldquo;Coop&rdquo;. &ldquo;Association&rdquo; may be abbreviated as &ldquo;Assoc.&rdquo; or &ldquo;Assn.&rdquo; A limited cooperative association or a member may enforce the restrictions on the use of the term &ldquo;cooperative&rdquo; under the Uniform Limited Cooperative Association Act of 2009 and Section 435 of Title 18 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">(c) Except as otherwise provided in subsection (d) of this section, a limited cooperative association may use only a name that is available. A name is available if it is distinguishable in the records of the Secretary of State from:&nbsp;</span></p> <p><span class="cls0">(1) The name of any entity organized or authorized to transact business in this state;&nbsp;</span></p> <p><span class="cls0">(2) A name reserved under Section 12 of this act; and&nbsp;</span></p> <p><span class="cls0">(3) An alternative name approved for a foreign cooperative authorized to transact business in this state.&nbsp;</span></p> <p><span class="cls0">(d) A limited cooperative association may apply to the Secretary of State for authorization to use a name that is not available. The Secretary of State shall authorize use of the name if:&nbsp;</span></p> <p><span class="cls0">(1) The person with ownership rights to use the name consents in a record to the use and applies in a form satisfactory to the Secretary of State to change the name used or reserved to a name that is distinguishable upon the records of the Secretary of State from the name applied for; or&nbsp;</span></p> <p><span class="cls0">(2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court establishing the applicant&rsquo;s right to use the name in this state.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 11, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-112. Reservation of name.&nbsp;</span></p> <p><span class="cls0">RESERVATION OF NAME.&nbsp;</span></p> <p><span class="cls0">(a) A person may reserve the exclusive use of the name of a limited cooperative association, including a fictitious name for a foreign cooperative whose name is not available under Section 11 of this act, by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the name applied for is available under Section 11 of this act, the Secretary of State shall reserve the name for the applicant&rsquo;s exclusive use for a nonrenewable period of one hundred twenty (120) days.&nbsp;</span></p> <p><span class="cls0">(b) A person that has reserved a name for a limited cooperative association may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer which states the name, street address, and, if different, the mailing address of the transferee. If the person is an organizer of the association and the name of the association is the same as the reserved name, the delivery of articles of organization for filing by the Secretary of State is a transfer by the person to the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 12, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-113. Effect of organic rules.&nbsp;</span></p> <p><span class="cls0">EFFECT OF ORGANIC RULES.&nbsp;</span></p> <p><span class="cls0">(a) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by the Uniform Limited Cooperative Association Act of 2009, the organic rules may provide for any matter concerning the relations among the members of the association and between the members and the association, the activities of the association, and the conduct of its activities.&nbsp;</span></p> <p><span class="cls0">(b) The matters referred to in paragraphs (1) through (11) of this subsection may be varied only in the articles of organization. The articles may:&nbsp;</span></p> <p><span class="cls0">(1) State a term of existence for the association under subsection (c) of Section 5 of this act;&nbsp;</span></p> <p><span class="cls0">(2) Limit or eliminate the acceptance of new or additional members by the initial board of directors under subsection (b) of Section 31 of this act;&nbsp;</span></p> <p><span class="cls0">(3) Vary the limitations on the obligations and liability of members for association obligations under Section 43 of this act;&nbsp;</span></p> <p><span class="cls0">(4) Require a notice of an annual members meeting to state a purpose of the meeting under subsection (b) of Section 47 of this act;&nbsp;</span></p> <p><span class="cls0">(5) Vary the board of directors meeting quorum under subsection (a) of Section 80 of this act;&nbsp;</span></p> <p><span class="cls0">(6) Vary the matters the board of directors may consider in making a decision under Section 85 of this act;&nbsp;</span></p> <p><span class="cls0">(7) Specify causes of dissolution under paragraph (1) of Section 103 of this act;&nbsp;</span></p> <p><span class="cls0">(8) Delegate amendment of the bylaws to the board of directors pursuant to subsection (f) of Section 37 of this act;&nbsp;</span></p> <p><span class="cls0">(9) Provide for member approval of asset dispositions under Section 130 of this act;&nbsp;</span></p> <p><span class="cls0">(10) Subject to Section 85 of this act, provide for the elimination or limitation of liability of a director to the association or its members for money damages pursuant to Section 83 of this act;&nbsp;</span></p> <p><span class="cls0">(11) Provide for permitting or making obligatory indemnification under subsection (a) of Section 89 of this act; and&nbsp;</span></p> <p><span class="cls0">(12) Provide for any matters that may be contained in the organic rules, including those under subsection (c) of this section.&nbsp;</span></p> <p><span class="cls0">(c) The matters referred to in paragraphs (1) through (25) of this subsection may be varied only in the organic rules. The organic rules may:&nbsp;</span></p> <p><span class="cls0">(1) Require more information to be maintained under Section 14 of this act or provided to members under subsection (k) of Section 44 of this act;&nbsp;</span></p> <p><span class="cls0">(2) Provide restrictions on transactions between a member and an association under Section 15 of this act;&nbsp;</span></p> <p><span class="cls0">(3) Provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under subsection (a) of Section 36 of this act;&nbsp;</span></p> <p><span class="cls0">(4) Provide for the percentage vote required to amend the bylaws concerning the admission of new members under paragraph (5) of subsection (e) of Section 37 of this act;&nbsp;</span></p> <p><span class="cls0">(5) Provide for terms and conditions to become a member under Section 41 of this act;&nbsp;</span></p> <p><span class="cls0">(6) Restrict the manner of conducting members meetings under subsection (c) of Section 45 of this act and subsection (e) of Section 46 of this act;&nbsp;</span></p> <p><span class="cls0">(7) Designate the presiding officer of members meetings under subsection (e) of Section 45 of this act and subsection (g) of Section 46 of this act;&nbsp;</span></p> <p><span class="cls0">(8) Require a statement of purposes in the annual meeting notice under subsection (b) of Section 47 of this act;&nbsp;</span></p> <p><span class="cls0">(9) Increase quorum requirements for members meetings under Section 49 of this act and board of directors meetings under Section 80 of this act;&nbsp;</span></p> <p><span class="cls0">(10) Allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by Sections 50 through 56 of this act;&nbsp;</span></p> <p><span class="cls0">(11) Authorize investor members and expand or restrict the transferability of members&rsquo; interests to the extent provided in Sections 58 through 60 of this act;&nbsp;</span></p> <p><span class="cls0">(12) Provide for enforcement of a marketing contract under subsection (a) of Section 65 of this act;&nbsp;</span></p> <p><span class="cls0">(13) Provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with Sections 68 through 70, 72, 74, and 75 of this act;&nbsp;</span></p> <p><span class="cls0">(14) Restrict the manner of conducting board meetings and taking action without a meeting under Sections 76 and 77 of this act;&nbsp;</span></p> <p><span class="cls0">(15) Provide for frequency, location, notice and waivers of notice for board meetings under Sections 78 and 79 of this act;&nbsp;</span></p> <p><span class="cls0">(16) Increase the percentage of votes necessary for board action under subsection (b) of Section 81 of this act;&nbsp;</span></p> <p><span class="cls0">(17) Provide for the creation of committees of the board of directors and matters related to the committees in accordance with Section 82 of this act;&nbsp;</span></p> <p><span class="cls0">(18) Provide for officers and their appointment, designation, and authority under Section 87 of this act;&nbsp;</span></p> <p><span class="cls0">(19) Provide for forms and values of contributions under Section 91 of this act;&nbsp;</span></p> <p><span class="cls0">(20) Provide for remedies for failure to make a contribution under subsection (b) of Section 92 of this act;&nbsp;</span></p> <p><span class="cls0">(21) Provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with Sections 93 through 96 of this act;&nbsp;</span></p> <p><span class="cls0">(22) Specify when a member&rsquo;s dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under subsections (b) and (c) of Section 99 of this act;&nbsp;</span></p> <p><span class="cls0">(23) Provide the personal representative, or other legal representative, of a deceased member or a member adjudged incompetent with additional rights under Section 101 of this act;&nbsp;</span></p> <p><span class="cls0">(24) Increase the percentage of votes required for board of director approval of:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;a resolution to dissolve under paragraph (1) of subsection (a) of Section 106 of this act;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;a proposed amendment to the organic rules under paragraph (1) of subsection (a) of Section 34 of this act;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;a plan of conversion under subsection (a) of Section 136 of this act;&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;a plan of merger under subsection (a) of Section 140 of this act; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(E)&nbsp;&nbsp;a proposed disposition of assets under paragraph (1) of Section 132 of this act; and&nbsp;</span></p> <p><span class="cls0">(25) Vary the percentage of votes required for members approval of:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;a resolution to dissolve under Section 106 of this act;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;an amendment to the organic rules under Section 37 of this act;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;a plan of conversion under Section 136 of this act;&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;a plan of merger under Section 141 of this act; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(E)&nbsp;&nbsp;a disposition of assets under Section 133 of this act.&nbsp;</span></p> <p><span class="cls0">(d) The organic rules must address members&rsquo; contributions pursuant to Section 90 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 13, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-114. Required information.&nbsp;</span></p> <p><span class="cls0">REQUIRED INFORMATION.&nbsp;</span></p> <p><span class="cls0">(a) Subject to subsection (b) of this section, a limited cooperative association shall maintain in a record available at its principal office:&nbsp;</span></p> <p><span class="cls0">(1) A list containing the name, last-known street address and, if different, mailing address, and term of office of each director and officer;&nbsp;</span></p> <p><span class="cls0">(2) The initial articles of organization and all amendments to and restatements of the articles, together with a signed copy of any power of attorney under which any article, amendment, or restatement has been signed;&nbsp;</span></p> <p><span class="cls0">(3) The initial bylaws and all amendments to and restatements of the bylaws;&nbsp;</span></p> <p><span class="cls0">(4) All filed articles of merger and statements of conversion;&nbsp;</span></p> <p><span class="cls0">(5) All financial statements of the association for the six (6) most recent years;&nbsp;</span></p> <p><span class="cls0">(6) The six most recent annual reports delivered by the association to the Secretary of State;&nbsp;</span></p> <p><span class="cls0">(7) The minutes of members meetings for the six (6) most recent years;&nbsp;</span></p> <p><span class="cls0">(8) Evidence of all actions taken by members without a meeting for the six (6) most recent years;&nbsp;</span></p> <p><span class="cls0">(9) A list containing:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the name, in alphabetical order, and last-known street address and, if different, mailing address of each patron member and each investor member; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;if the association has districts or classes of members, information from which each current member in a district or class may be identified;&nbsp;</span></p> <p><span class="cls0">(10) The federal income tax returns, any state and local income tax returns, and any tax reports of the association for the six (6) most recent years;&nbsp;</span></p> <p><span class="cls0">(11) Accounting records maintained by the association in the ordinary course of its operations for the six (6) most recent years;&nbsp;</span></p> <p><span class="cls0">(12) The minutes of directors meetings for the six (6) most recent years;&nbsp;</span></p> <p><span class="cls0">(13) Evidence of all actions taken by directors without a meeting for the six (6) most recent years;&nbsp;</span></p> <p><span class="cls0">(14) The amount of money contributed and agreed to be contributed by each member;&nbsp;</span></p> <p><span class="cls0">(15) A description and statement of the agreed value of contributions other than money made and agreed to be made by each member;&nbsp;</span></p> <p><span class="cls0">(16) The times at which, or events on the happening of which, any additional contribution is to be made by each member;&nbsp;</span></p> <p><span class="cls0">(17) For each member, a description and statement of the member&rsquo;s interest or information from which the description and statement can be derived; and&nbsp;</span></p> <p><span class="cls0">(18) All communications concerning the association made in a record to all members, or to all members in a district or class, for the six (6) most recent years.&nbsp;</span></p> <p><span class="cls0">(b) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (a) of this section, the period records must be kept is the period of the association&rsquo;s existence.&nbsp;</span></p> <p><span class="cls0">(c) The organic rules may require that more information be maintained.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 14, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-115. Business transactions of member with limited cooperative association.&nbsp;</span></p> <p><span class="cls0">BUSINESS TRANSACTIONS OF MEMBER WITH LIMITED COOPERATIVE ASSOCIATION. Subject to Sections 83 and 84 of this act and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is not a member.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 15, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-116. Dual capacity.&nbsp;</span></p> <p><span class="cls0">DUAL CAPACITY. A person may have a patron member&rsquo;s interest and an investor member&rsquo;s interest. When such person acts as a patron member, the person is subject to the Uniform Limited Cooperative Association Act of 2009 and the organic rules governing patron members. When such person acts as an investor member, the person is subject to the Uniform Limited Cooperative Association Act of 2009 and the organic rules governing investor members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 16, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-117. Designated office and agent for service of process.&nbsp;</span></p> <p><span class="cls0">DESIGNATED OFFICE AND AGENT FOR SERVICE OF PROCESS.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association, or a foreign cooperative that has a certificate of authority under Section 125 of this act, shall designate and continuously maintain in this state:&nbsp;</span></p> <p><span class="cls0">(1) An office, as its designated office, which need not be a place of the association&rsquo;s or foreign cooperative&rsquo;s activity in this state; and&nbsp;</span></p> <p><span class="cls0">(2) An agent for service of process at the designated office.&nbsp;</span></p> <p><span class="cls0">(b) An agent for service of process of a limited cooperative association or foreign cooperative must be an individual who is a resident of this state or an entity that is authorized to do business in this state.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 17, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-118. Change of designated office or agent for service of process.&nbsp;</span></p> <p><span class="cls0">CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.&nbsp;</span></p> <p><span class="cls0">(a) Except as otherwise provided in subsection (e) of Section 27 of this act, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a limited cooperative association must deliver to the Secretary of State for filing a statement of change containing:&nbsp;</span></p> <p><span class="cls0">(1) The name of the limited cooperative association;&nbsp;</span></p> <p><span class="cls0">(2) The street address and, if different, mailing address of its designated office;&nbsp;</span></p> <p><span class="cls0">(3) If the designated office is to be changed, the street address and, if different, mailing address of the new designated office;&nbsp;</span></p> <p><span class="cls0">(4) The name of its agent for service of process; and&nbsp;</span></p> <p><span class="cls0">(5) If the agent for service of process is to be changed, the name of the new agent.&nbsp;</span></p> <p><span class="cls0">(b) Except as otherwise provided in subsection (e) of Section 27 of this act, to change its agent for service of process, the address of its designated office, or the street address or, if different, mailing address of its principal office, a foreign cooperative shall deliver to the Secretary of State for filing a statement of change containing:&nbsp;</span></p> <p><span class="cls0">(1) The name of the foreign cooperative;&nbsp;</span></p> <p><span class="cls0">(2) The name, street address and, if different, mailing address of its designated office;&nbsp;</span></p> <p><span class="cls0">(3) If the current agent for service of process or an address of the designated office is to be changed, the new information;&nbsp;</span></p> <p><span class="cls0">(4) The street address and, if different, mailing address of its principal office; and&nbsp;</span></p> <p><span class="cls0">(5) If the street address or, if different, the mailing address of its principal office is to be changed, the street address and, if different, the mailing address of the new principal office.&nbsp;</span></p> <p><span class="cls0">(c) Except as otherwise provided in Section 24 of this act, a statement of change is effective when filed by the Secretary of State.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 18, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-119. Resignation of agent for service of process.&nbsp;</span></p> <p><span class="cls0">RESIGNATION OF AGENT FOR SERVICE OF PROCESS.&nbsp;</span></p> <p><span class="cls0">(a) To resign as an agent for service of process of a limited cooperative association or foreign cooperative, the agent must deliver to the Secretary of State for filing a statement of resignation containing the name of the agent and the name of the association or foreign cooperative.&nbsp;</span></p> <p><span class="cls0">(b) After receiving a statement of resignation under subsection (a) of this section, the Secretary of State shall file it and mail or otherwise provide or deliver a copy to the limited cooperative association or foreign cooperative at its principal office.&nbsp;</span></p> <p><span class="cls0">(c) An agency for service of process of a limited cooperative association or foreign cooperative terminates on the earlier of:&nbsp;</span></p> <p><span class="cls0">(1) The thirty-first day after the Secretary of State files a statement of resignation under subsection (b) of this section; or&nbsp;</span></p> <p><span class="cls0">(2) When a record designating a new agent for service of process is delivered to the Secretary of State for filing on behalf of the association or foreign cooperative and becomes effective.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 19, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-120. Service of process.&nbsp;</span></p> <p><span class="cls0">SERVICE OF PROCESS.&nbsp;</span></p> <p><span class="cls0">(a) An agent for service of process appointed by a limited cooperative association or foreign cooperative is an agent of the association or foreign cooperative for service of process, notice, or a demand required or permitted by law to be served upon the association or foreign cooperative.&nbsp;</span></p> <p><span class="cls0">(b) If a limited cooperative association or foreign cooperative does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the address of the designated office on file with the Secretary of State, the Secretary of State is an agent of the association or foreign cooperative upon which process, notice, or a demand may be served.&nbsp;</span></p> <p><span class="cls0">(c) Service of process, notice, or a demand on the Secretary of State as agent of a limited cooperative association or foreign cooperative may be made by delivering to the Secretary of State two copies of the process, notice, or demand. The Secretary of State shall forward one copy by registered or certified mail, return receipt requested, to the association or foreign cooperative at its principal office.&nbsp;</span></p> <p><span class="cls0">(d) Service is effected under subsection (c) of this section on the earliest of:&nbsp;</span></p> <p><span class="cls0">(1) The date the limited cooperative association or foreign cooperative receives the process, notice, or demand;&nbsp;</span></p> <p><span class="cls0">(2) The date shown on the return receipt, if signed on behalf of the association or foreign cooperative; or&nbsp;</span></p> <p><span class="cls0">(3) Five (5) days after the process, notice, or demand is deposited by the Secretary of State for delivery by the United States Postal Service, if postage is prepaid to the address of the principal office on file with the Secretary of State.&nbsp;</span></p> <p><span class="cls0">(e) The Secretary of State shall keep a record of each process, notice, and demand served pursuant to this section and record the time of, and the action taken regarding, the service.&nbsp;</span></p> <p><span class="cls0">(f) This section does not affect the right to serve process, notice, or a demand in any other manner provided by law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 20, eff. Jan. 1, 2010.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-441-201. Signing of records delivered for filing to Secretary of State.&nbsp;</span></p> <p><span class="cls0">SIGNING OF RECORDS DELIVERED FOR FILING TO SECRETARY OF STATE.&nbsp;</span></p> <p><span class="cls0">(a) A record delivered to the Secretary of State for filing pursuant to the Uniform Limited Cooperative Association Act of 2009 must be signed as follows:&nbsp;</span></p> <p><span class="cls0">(1) The initial articles of organization must be signed by at least one organizer.&nbsp;</span></p> <p><span class="cls0">(2) A statement of cancellation under subsection (d) of Section 30 of this act must be signed by at least one organizer.&nbsp;</span></p> <p><span class="cls0">(3) Except as otherwise provided in paragraph (4) of this subsection, a record signed on behalf of an existing limited cooperative association must be signed by an officer.&nbsp;</span></p> <p><span class="cls0">(4) A record filed on behalf of a dissolved association must be signed by a person winding up activities under Section 107 of this act or a person appointed under Section 107 of this act to wind up those activities.&nbsp;</span></p> <p><span class="cls0">(5) Any other record must be signed by the person on whose behalf the record is delivered to the Secretary of State.&nbsp;</span></p> <p><span class="cls0">(b) Any record to be signed under the Uniform Limited Cooperative Association Act of 2009 may be signed by an authorized agent.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 21, eff. Jan. 1, 2010.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-441-202. Signing and filing of records pursuant to judicial order.&nbsp;</span></p> <p><span class="cls0">SIGNING AND FILING OF RECORDS PURSUANT TO JUDICIAL ORDER.&nbsp;</span></p> <p><span class="cls0">(a) If a person required by the Uniform Limited Cooperative Association Act of 2009 to sign or deliver a record to the Secretary of State for filing does not do so, the district court of the county where the association&rsquo;s principal office is located, or if the association does not have a principal office in this state, where its designated office in this state is located, upon petition of an aggrieved person, may order:&nbsp;</span></p> <p><span class="cls0">(1) The person to sign the record and deliver it to the Secretary of State for filing; or&nbsp;</span></p> <p><span class="cls0">(2) Delivery of the unsigned record to the Secretary of State for filing.&nbsp;</span></p> <p><span class="cls0">(b) An aggrieved person under subsection (a) of this section, other than the limited cooperative association or foreign cooperative to which the record pertains, shall make the association or foreign cooperative a party to the action brought to obtain the order.&nbsp;</span></p> <p><span class="cls0">(c) An unsigned record filed pursuant to this section is effective.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 22, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-203. Delivery to and filing of records by Secretary of State - Effective time and date.&nbsp;</span></p> <p><span class="cls0">DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE; EFFECTIVE TIME AND DATE.&nbsp;</span></p> <p><span class="cls0">(a) A record authorized or required by the Uniform Limited Cooperative Association Act of 2009 to be delivered to the Secretary of State for filing must be captioned to describe the record&rsquo;s purpose, be in a medium and format permitted by the Secretary of State, and be delivered to the Secretary of State. If the filing fees have been paid, and unless the Secretary of State determines that the record does not comply with the filing requirements of the Uniform Limited Cooperative Association Act of 2009, the Secretary of State shall file the record and send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.&nbsp;</span></p> <p><span class="cls0">(b) The Secretary of State, upon request and payment of the required fee, shall furnish a certified copy of any record filed by the Secretary of State under the Uniform Limited Cooperative Association Act of 2009 to the person making the request.&nbsp;</span></p> <p><span class="cls0">(c) Except as otherwise provided in Sections 18 and 24 of this act, a record delivered to the Secretary of State for filing under the Uniform Limited Cooperative Association Act of 2009 may specify an effective time and a delayed effective date that may include an effective time on that date. Except as otherwise provided in Sections 18 and 24 of this act, a record filed by the Secretary of State under the Uniform Limited Cooperative Association Act of 2009 is effective:&nbsp;</span></p> <p><span class="cls0">(1) If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State&rsquo;s endorsement of the date and time on the record;&nbsp;</span></p> <p><span class="cls0">(2) If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;&nbsp;</span></p> <p><span class="cls0">(3) If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the specified date; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the ninetieth day after the record is filed; or&nbsp;</span></p> <p><span class="cls0">(4) If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the specified date; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the ninetieth day after the record is filed.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 23, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-204. Correcting filed record.&nbsp;</span></p> <p><span class="cls0">CORRECTING FILED RECORD.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association or foreign cooperative may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the association or foreign cooperative to the Secretary of State and filed by the Secretary of State if, at the time of filing, the record contained inaccurate information or was defectively signed.&nbsp;</span></p> <p><span class="cls0">(b) A statement of correction may not state a delayed effective date and must:&nbsp;</span></p> <p><span class="cls0">(1) Describe the record to be corrected, including its filing date, or have attached a copy of the record as filed;&nbsp;</span></p> <p><span class="cls0">(2) Specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and&nbsp;</span></p> <p><span class="cls0">(3) Correct the inaccurate information or defective signature.&nbsp;</span></p> <p><span class="cls0">(c) When filed by the Secretary of State, a statement of correction is effective:&nbsp;</span></p> <p><span class="cls0">(1) When filed as to persons relying on the inaccurate information or defective signature before its correction and adversely affected by the correction; and&nbsp;</span></p> <p><span class="cls0">(2) As to all other persons, retroactively as of the effective date and time of the record the statement corrects.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 24, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-205. Liability for inaccurate information in filed record.&nbsp;</span></p> <p><span class="cls0">LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. If a record delivered to the Secretary of State for filing under the Uniform Limited Cooperative Association Act of 2009 and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person&rsquo;s behalf and knew at the time the record was signed that the information was inaccurate.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 25, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-206. Certificate of good standing or authorization.&nbsp;</span></p> <p><span class="cls0">CERTIFICATE OF GOOD STANDING OR AUTHORIZATION.&nbsp;</span></p> <p><span class="cls0">(a) The Secretary of State, upon request and payment of the required fee, shall furnish any person that requests it a certificate of good standing for a limited cooperative association if the records filed in the Office of the Secretary of State show that the Secretary of State has filed the association&rsquo;s articles of organization, that the association is in good standing, and that the Secretary of State has not filed a statement of termination.&nbsp;</span></p> <p><span class="cls0">(b) The Secretary of State, upon request and payment of the required fee, shall furnish to any person that requests it a certificate of authority for a foreign cooperative if the records filed in the Office of the Secretary of State show that the Secretary of State has filed the foreign cooperative&rsquo;s certificate of authority, has not revoked nor has reason to revoke the certificate of authority, and has not filed a notice of cancellation.&nbsp;</span></p> <p><span class="cls0">(c) Subject to any exceptions stated in the certificate, a certificate of good standing or authority issued by the Secretary of State establishes conclusively that the limited cooperative association or foreign cooperative is in good standing or is authorized to transact business in this state.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 26, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-207. Annual report for Secretary of State.&nbsp;</span></p> <p><span class="cls0">ANNUAL REPORT FOR SECRETARY OF STATE.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association or foreign cooperative authorized to transact business in this state shall deliver to the Secretary of State for filing an annual report that states:&nbsp;</span></p> <p><span class="cls0">(1) The name of the association or foreign cooperative;&nbsp;</span></p> <p><span class="cls0">(2) The street address and, if different, mailing address of the association&rsquo;s or foreign cooperative&rsquo;s designated office and the name of its agent for service of process at the designated office;&nbsp;</span></p> <p><span class="cls0">(3) The street address and, if different, mailing address of the association&rsquo;s or foreign cooperative&rsquo;s principal office; and&nbsp;</span></p> <p><span class="cls0">(4) In the case of a foreign cooperative, the state or other jurisdiction under whose law the foreign cooperative is formed and any alternative name adopted under Section 126 of this act.&nbsp;</span></p> <p><span class="cls0">(b) Information in an annual report must be current as of the date the report is delivered to the Secretary of State.&nbsp;</span></p> <p><span class="cls0">(c) The first annual report must be delivered to the Secretary of State between January 1 and April 1 of the year following the calendar year in which the limited cooperative association is formed or the foreign cooperative is authorized to transact business in this state. An annual report must be delivered to the Secretary of State between January 1 and April 1 of each subsequent calendar year.&nbsp;</span></p> <p><span class="cls0">(d) If an annual report does not contain the information required by subsection (a) of this section, the Secretary of State shall promptly notify the reporting limited cooperative association or foreign cooperative and return the report for correction. If the report is corrected to contain the information required by subsection (a) of this section and delivered to the Secretary of State not later than thirty (30) days after the date of the notice from the Secretary of State, it is timely delivered.&nbsp;</span></p> <p><span class="cls0">(e) If a filed annual report contains an address of the designated office, name of the agent for service of process, or address of the principal office which differs from the information shown in the records of the Secretary of State immediately before the filing, the differing information in the annual report is considered a statement of change.&nbsp;</span></p> <p><span class="cls0">(f) If a limited cooperative association fails to deliver an annual report under this section, the Secretary of State may proceed under Section 112 of this act to dissolve the association administratively.&nbsp;</span></p> <p><span class="cls0">(g) If a foreign cooperative fails to deliver an annual report under this section, the Secretary of State may revoke the certificate of authority of the cooperative.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 27, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-208. Filing fees.&nbsp;</span></p> <p><span class="cls0">FILING FEES. The filing fees for records filed under the Uniform Limited Cooperative Association Act of 2009 by the Secretary of State shall be:&nbsp;</span></p> <p><span class="cls0">1. For filing articles of organization, One Hundred Dollars ($100.00);&nbsp;</span></p> <p><span class="cls0">2. For filing an amendment to articles of organization or restated articles of organization, Fifty Dollars ($50.00);&nbsp;</span></p> <p><span class="cls0">3. For filing articles of merger or conversion, One Hundred Dollars ($100.00);&nbsp;</span></p> <p><span class="cls0">4. For filing a statement of change of a designated office, agent for service of process, address of an agent for service of process, or a statement of resignation of registered agent, Twenty-five Dollars ($25.00);&nbsp;</span></p> <p><span class="cls0">5. For filing a name reservation or notice of transfer, Ten Dollars ($10.00);&nbsp;</span></p> <p><span class="cls0">6. For filing an annual report, Fifty Dollars ($50.00);&nbsp;</span></p> <p><span class="cls0">7. For issuing a certificate of good standing, Twenty Dollars ($20.00);&nbsp;</span></p> <p><span class="cls0">8. For acting as registered agent, One Hundred Dollars ($100.00); and&nbsp;</span></p> <p><span class="cls0">9. For filing any other certificate, statement, notice or other document for which a fee is not otherwise specified under the Uniform Limited Cooperative Association Act of 2009, Fifty Dollars ($50.00).&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 28, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-301. Organizers.&nbsp;</span></p> <p><span class="cls0">ORGANIZERS. A limited cooperative association must be organized by one or more organizers.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 29, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-302. Formation of limited cooperative association - Articles of organization.&nbsp;</span></p> <p><span class="cls0">FORMATION OF LIMITED COOPERATIVE ASSOCIATION; ARTICLES OF ORGANIZATION.&nbsp;</span></p> <p><span class="cls0">(a) To form a limited cooperative association, an organizer of the association must deliver articles of organization to the Secretary of State for filing. The articles must state:&nbsp;</span></p> <p><span class="cls0">(1) The name of the association;&nbsp;</span></p> <p><span class="cls0">(2) The purposes for which the association is formed;&nbsp;</span></p> <p><span class="cls0">(3) The street address and, if different, mailing address of the association&rsquo;s initial designated office and the name of the association&rsquo;s initial agent for service of process at the designated office;&nbsp;</span></p> <p><span class="cls0">(4) The street address and, if different, mailing address of the initial principal office;&nbsp;</span></p> <p><span class="cls0">(5) The name and street address and, if different, mailing address of each organizer; and&nbsp;</span></p> <p><span class="cls0">(6) The term for which the association is to exist if other than perpetual.&nbsp;</span></p> <p><span class="cls0">(b) Subject to subsection (a) of Section 13 of this act, articles of organization may contain any other provisions in addition to those required by subsection (a) of this section.&nbsp;</span></p> <p><span class="cls0">(c) A limited cooperative association is formed after articles of organization that substantially comply with subsection (a) of this section are delivered to the Secretary of State, are filed, and become effective under subsection (c) of Section 23 of this act.&nbsp;</span></p> <p><span class="cls0">(d) If articles of organization filed by the Secretary of State state a delayed effective date, a limited cooperative association is not formed if, before the articles take effect, an organizer signs and delivers to the Secretary of State for filing a statement of cancellation.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 30, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-303. Organization of limited cooperative association.&nbsp;</span></p> <p><span class="cls0">ORGANIZATION OF LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) After a limited cooperative association is formed:&nbsp;</span></p> <p><span class="cls0">(1) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association; or&nbsp;</span></p> <p><span class="cls0">(2) If initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association.&nbsp;</span></p> <p><span class="cls0">(b) Unless the articles of organization otherwise provide, the initial directors may cause the limited cooperative association to accept members, including those necessary for the association to begin business.&nbsp;</span></p> <p><span class="cls0">(c) Initial directors need not be members.&nbsp;</span></p> <p><span class="cls0">(d) An initial director serves until a successor is elected and qualified at a members&rsquo; meeting or the director is removed, resigns, is adjudged incompetent, or dies.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 31, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-304. Bylaws.&nbsp;</span></p> <p><span class="cls0">BYLAWS.&nbsp;</span></p> <p><span class="cls0">(a) Bylaws must be in a record and, if not stated in the articles of organization, must include:&nbsp;</span></p> <p><span class="cls0">(1) A statement of the capital structure of the limited cooperative association, including:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the classes or other types of members&rsquo; interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member&rsquo;s interest; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the rights to share in profits or distributions of the association;&nbsp;</span></p> <p><span class="cls0">(2) A statement of the method for admission of members;&nbsp;</span></p> <p><span class="cls0">(3) A statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;&nbsp;</span></p> <p><span class="cls0">(4) A statement that a member&rsquo;s interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred;&nbsp;</span></p> <p><span class="cls0">(5) A statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members;&nbsp;</span></p> <p><span class="cls0">(6) A statement concerning:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the manner in which profits and losses are allocated and distributions are made with respect to those persons; and&nbsp;</span></p> <p><span class="cls0">(7) A statement of the number and terms of directors or the method by which the number and terms are determined.&nbsp;</span></p> <p><span class="cls0">(b) Subject to subsection (c) of Section 13 of this act and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the association.&nbsp;</span></p> <p><span class="cls0">(c) In addition to amendments permitted under Article 4 of the Uniform Limited Cooperative Association Act of 2009, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 32, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-401. Authority to amend organic rules.&nbsp;</span></p> <p><span class="cls0">AUTHORITY TO AMEND ORGANIC RULES.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association may amend its organic rules under this article for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under Section 32 of this act.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a member does not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 33, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-402. Notice and action on amendment of organic rules.&nbsp;</span></p> <p><span class="cls0">NOTICE AND ACTION ON AMENDMENT OF ORGANIC RULES.&nbsp;</span></p> <p><span class="cls0">(a) Except as provided in subsection (a) of Section 33 of this act and subsection (f) of Section 37 of this act, the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either:&nbsp;</span></p> <p><span class="cls0">(1) A majority of the board of directors, or a greater percentage if required by the organic rules; or&nbsp;</span></p> <p><span class="cls0">(2) One or more petitions signed by at least ten percent (10%) of the patron members or at least ten percent (10%) of the investor members.&nbsp;</span></p> <p><span class="cls0">(b) The board of directors shall call a members meeting to consider an amendment proposed pursuant to subsection (a) of this section. The meeting must be held not later than ninety (90) days following the proposal of the amendment by the board or receipt of a petition. The board must mail or otherwise transmit or deliver in a record to each member:&nbsp;</span></p> <p><span class="cls0">(1) The proposed amendment, or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;&nbsp;</span></p> <p><span class="cls0">(2) A recommendation that the members approve the amendment, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;&nbsp;</span></p> <p><span class="cls0">(3) A statement of any condition of the board&rsquo;s submission of the amendment to the members; and &nbsp;</span></p> <p><span class="cls0">(4) Notice of the meeting at which the proposed amendment will be considered, which must be given in the same manner as notice for a special meeting of members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 34, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-403. Method of voting on amendment of organic rules.&nbsp;</span></p> <p><span class="cls0">METHOD OF VOTING ON AMENDMENT OF ORGANIC RULES.&nbsp;</span></p> <p><span class="cls0">(a) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs.&nbsp;</span></p> <p><span class="cls0">(b) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors.&nbsp;</span></p> <p><span class="cls0">(c) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules must be by the same percentage of votes required to pass a proposed amendment.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 35, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-404. Voting by district, class, or voting group.&nbsp;</span></p> <p><span class="cls0">VOTING BY DISTRICT, CLASS, OR VOTING GROUP.&nbsp;</span></p> <p><span class="cls0">(a) This section applies if the organic rules provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in paragraphs (1) through (5) of subsection (e) of Section 37 of this act. Approval of the amendment requires the same percentage of votes of the members of that district, class, or voting group required in Sections 37 and 53 of this act.&nbsp;</span></p> <p><span class="cls0">(b) If a proposed amendment to the organic rules would affect members in two or more districts or classes entitled to vote separately under subsection (a) of this section in the same or a substantially similar way, the districts or classes affected must vote as a single voting group unless the organic rules otherwise provide for separate voting.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 36, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-405. Approval of amendment.&nbsp;</span></p> <p><span class="cls0">APPROVAL OF AMENDMENT.&nbsp;</span></p> <p><span class="cls0">(a) Subject to Section 36 of this act and subsections (c) and (d) of this section, an amendment to the articles of organization must be approved by:&nbsp;</span></p> <p><span class="cls0">(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under Section 34 of this act; and&nbsp;</span></p> <p><span class="cls0">(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.&nbsp;</span></p> <p><span class="cls0">(b) Subject to Section 36 of this act and subsections (c), (d), (e) and (f) of this section, an amendment to the bylaws must be approved by:&nbsp;</span></p> <p><span class="cls0">(1) At least a majority vote of the voting power of all members present at a members meeting called under Section 34 of this act, unless the organic rules require a greater percentage; and&nbsp;</span></p> <p><span class="cls0">(2) If a limited cooperative association has investor members, a majority of the votes cast by patron members, unless the organic rules require a larger affirmative vote by patron members.&nbsp;</span></p> <p><span class="cls0">(c) The organic rules may require that the percentage of votes under paragraph (1) of subsection (a) of this section or paragraph (1) of subsection (b) of this section be:&nbsp;</span></p> <p><span class="cls0">(1) A different percentage that is not less than a majority of members voting at the meeting;&nbsp;</span></p> <p><span class="cls0">(2) Measured against the voting power of all members; or&nbsp;</span></p> <p><span class="cls0">(3) A combination of paragraphs (1) and (2) of this subsection.&nbsp;</span></p> <p><span class="cls0">(d) Consent in a record by a member must be delivered to a limited cooperative association before delivery of an amendment to the articles of organization or restated articles of organization for filing pursuant to Section 39 of this act, if as a result of the amendment the member will have:&nbsp;</span></p> <p><span class="cls0">(1) Personal liability for an obligation of the association; or&nbsp;</span></p> <p><span class="cls0">(2) An obligation or liability for an additional contribution.&nbsp;</span></p> <p><span class="cls0">(e) The vote required to amend bylaws must satisfy the requirements of subsection (a) of this section if the proposed amendment modifies:&nbsp;</span></p> <p><span class="cls0">(1) The equity capital structure of the limited cooperative association, including the rights of the association&rsquo;s members to share in profits or distributions, or the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated members;&nbsp;</span></p> <p><span class="cls0">(2) The transferability of a member&rsquo;s interest;&nbsp;</span></p> <p><span class="cls0">(3) The manner or method of allocation of profits or losses among members;&nbsp;</span></p> <p><span class="cls0">(4) The quorum for a meeting and the rights of voting and governance; or&nbsp;</span></p> <p><span class="cls0">(5) Unless otherwise provided in the organic rules, the terms for admission of new members.&nbsp;</span></p> <p><span class="cls0">(f) Except for the matters described in subsection (e) of this section, the articles of organization may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval.&nbsp;</span></p> <p><span class="cls0">(g) If the articles of organization delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than thirty (30) days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the thirty-day period.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 37, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-406. Restated articles of organization.&nbsp;</span></p> <p><span class="cls0">RESTATED ARTICLES OF ORGANIZATION. A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under subsection (a) of Section 37 of this act. Upon filing, restated articles supersede the existing articles and all amendments.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 38, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-407. Amendment or restatement of articles of organization - Filing.&nbsp;</span></p> <p><span class="cls0">AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION; FILING.&nbsp;</span></p> <p><span class="cls0">(a) To amend its articles of organization, a limited cooperative association must deliver to the Secretary of State for filing an amendment of the articles, or restated articles of organization or articles of conversion or merger pursuant to Article 16 of the Uniform Limited Cooperative Association Act of 2009, which contain one or more amendments of the articles of organization, stating:&nbsp;</span></p> <p><span class="cls0">(1) The name of the association;&nbsp;</span></p> <p><span class="cls0">(2) The date of filing of the association&rsquo;s initial articles; and&nbsp;</span></p> <p><span class="cls0">(3) The changes the amendment makes to the articles as most recently amended or restated.&nbsp;</span></p> <p><span class="cls0">(b) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:&nbsp;</span></p> <p><span class="cls0">(1) Cause the articles to be amended; or&nbsp;</span></p> <p><span class="cls0">(2) If appropriate, deliver an amendment to the Secretary of State for filing pursuant to Section 23 of this act.&nbsp;</span></p> <p><span class="cls0">(c) If restated articles of organization are adopted, the restated articles may be delivered to the Secretary of State for filing in the same manner as an amendment.&nbsp;</span></p> <p><span class="cls0">(d) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in subsection (c) of Section 23 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 39, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-501. Members.&nbsp;</span></p> <p><span class="cls0">MEMBERS. To begin business, a limited cooperative association must have at least two patron members unless the sole member is a cooperative.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 40, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-502. Becoming a member.&nbsp;</span></p> <p><span class="cls0">BECOMING A MEMBER. A person becomes a member:&nbsp;</span></p> <p><span class="cls0">(1) As provided in the organic rules;&nbsp;</span></p> <p><span class="cls0">(2) As the result of a merger or conversion under Article 16 of the Uniform Limited Cooperative Association Act of 2009; or&nbsp;</span></p> <p><span class="cls0">(3) With the consent of all the members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 41, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-503. No power as member to bind association.&nbsp;</span></p> <p><span class="cls0">NO POWER AS MEMBER TO BIND ASSOCIATION. A member, solely by reason of being a member, may not act for or bind the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 42, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-504. No liability as member for association&rsquo;s obligations.&nbsp;</span></p> <p><span class="cls0">NO LIABILITY AS MEMBER FOR ASSOCIATION&rsquo;S OBLIGATIONS. Unless the articles of organization otherwise provide, a debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not the debt, obligation, or liability of a member solely by reason of being a member.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 43, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-505. Right of member and former member to information.&nbsp;</span></p> <p><span class="cls0">RIGHT OF MEMBER AND FORMER MEMBER TO INFORMATION.&nbsp;</span></p> <p><span class="cls0">(a) Not later than ten (10) business days after receipt of a demand made in a record, a limited cooperative association shall permit a member to obtain, inspect, and copy in the association&rsquo;s principal office required information listed in paragraphs (1) through (8) of subsection (a) of Section 14 of this act during regular business hours. A member need not have any particular purpose for seeking the information. The association is not required to provide the same information listed in paragraphs (2) through (8) of subsection (a) of Section 14 of this act to the same member more than once during a six-month period.&nbsp;</span></p> <p><span class="cls0">(b) On demand made in a record received by the limited cooperative association, a member may obtain, inspect, and copy in the association&rsquo;s principal office required information listed in paragraphs (9), (10), (12), (13), (16) and (18) of subsection (a) of Section 14 of this act during regular business hours, if:&nbsp;</span></p> <p><span class="cls0">(1) The member seeks the information in good faith and for a proper purpose reasonably related to the member&rsquo;s interest;&nbsp;</span></p> <p><span class="cls0">(2) The demand includes a description with reasonable particularity of the information sought and the purpose for seeking the information;&nbsp;</span></p> <p><span class="cls0">(3) The information sought is directly connected to the member&rsquo;s purpose; and&nbsp;</span></p> <p><span class="cls0">(4) The demand is reasonable.&nbsp;</span></p> <p><span class="cls0">(c) Not later than ten (10) business days after receipt of a demand pursuant to subsection (b) of this section, a limited cooperative association shall provide, in a record, the following information to the member that made the demand:&nbsp;</span></p> <p><span class="cls0">(1) If the association agrees to provide the demanded information:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;what information the association will provide in response to the demand; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;a reasonable time and place at which the association will provide the information; or&nbsp;</span></p> <p><span class="cls0">(2) If the association declines to provide some or all of the demanded information, the association&rsquo;s reasons for declining.&nbsp;</span></p> <p><span class="cls0">(d) A person dissociated as a member may obtain, inspect, and copy information available to a member under subsection (a) or (b) of this section by delivering a demand in a record to the limited cooperative association in the same manner and subject to the same conditions applicable to a member under subsection (b) of this section if: &nbsp;</span></p> <p><span class="cls0">(1) The information pertains to the period during which the person was a member in the association; and&nbsp;</span></p> <p><span class="cls0">(2) The person seeks the information in good faith.&nbsp;</span></p> <p><span class="cls0">(e) A limited cooperative association shall respond to a demand made pursuant to subsection (d) of this section in the manner provided in subsection (c) of this section.&nbsp;</span></p> <p><span class="cls0">(f) Not later than ten (10) business days after receipt by a limited cooperative association of a demand made by a member in a record, but not more often than once in a six-month period, the association shall deliver to the member a record stating the information with respect to the member required by paragraph (17) of subsection (a) of Section 14 of this act.&nbsp;</span></p> <p><span class="cls0">(g) A limited cooperative association may impose reasonable restrictions, including nondisclosure restrictions, on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the association has the burden of proving reasonableness.&nbsp;</span></p> <p><span class="cls0">(h) A limited cooperative association may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.&nbsp;</span></p> <p><span class="cls0">(i) A person that may obtain information under this section may obtain the information through an attorney or other agent. A restriction imposed on the person under subsection (g) of this section or by the organic rules applies to the attorney or other agent.&nbsp;</span></p> <p><span class="cls0">(j) The rights stated in this section do not extend to a person as transferee.&nbsp;</span></p> <p><span class="cls0">(k) The organic rules may require a limited cooperative association to provide more information than required by this section and may establish conditions and procedures for providing the information.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 44, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-506. Annual meeting of members.&nbsp;</span></p> <p><span class="cls0">ANNUAL MEETING OF MEMBERS.&nbsp;</span></p> <p><span class="cls0">(a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules.&nbsp;</span></p> <p><span class="cls0">(b) An annual members meeting may be held inside or outside this state at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.&nbsp;</span></p> <p><span class="cls0">(c) Unless the organic rules otherwise provide, members may attend or conduct an annual members meeting through any means of communication if all members attending the meeting can communicate with each other during the meeting.&nbsp;</span></p> <p><span class="cls0">(d) The board of directors shall report, or cause to be reported, at the association&rsquo;s annual members meeting the association&rsquo;s business and financial condition as of the close of the most recent fiscal year.&nbsp;</span></p> <p><span class="cls0">(e) Unless the organic rules otherwise provide, the board of directors shall designate the presiding officer of the association&rsquo;s annual members meeting.&nbsp;</span></p> <p><span class="cls0">(f) Failure to hold an annual members meeting does not affect the validity of any action by the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 45, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-507. Special meeting of members.&nbsp;</span></p> <p><span class="cls0">SPECIAL MEETING OF MEMBERS.&nbsp;</span></p> <p><span class="cls0">(a) A special meeting of members may be called only:&nbsp;</span></p> <p><span class="cls0">(1) As provided in the organic rules;&nbsp;</span></p> <p><span class="cls0">(2) By a majority vote of the board of directors on a proposal stating the purpose of the meeting;&nbsp;</span></p> <p><span class="cls0">(3) By demand in a record signed by members holding at least twenty percent (20%) of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or&nbsp;</span></p> <p><span class="cls0">(4) By demand in a record signed by members holding at least ten percent (10%) of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand.&nbsp;</span></p> <p><span class="cls0">(b) A demand under paragraph (3) or (4) of subsection (a) of this section must be submitted to the officer of the limited cooperative association charged with keeping its records.&nbsp;</span></p> <p><span class="cls0">(c) Any voting member may withdraw its demand under paragraph (3) or (4) of subsection (a) of this section before receipt by the limited cooperative association of demands sufficient to require a special meeting of members.&nbsp;</span></p> <p><span class="cls0">(d) A special meeting of members may be held inside or outside this state at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.&nbsp;</span></p> <p><span class="cls0">(e) Unless the organic rules otherwise provide, members may attend or conduct a special meeting of members through the use of any means of communication if all members attending the meeting can communicate with each other during the meeting.&nbsp;</span></p> <p><span class="cls0">(f) Only business within the purpose or purposes stated in the notice of a special meeting of members may be conducted at the meeting.&nbsp;</span></p> <p><span class="cls0">(g) Unless the organic rules otherwise provide, the presiding officer of a special meeting of members shall be designated by the board of directors.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 46, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-508. Notice of members meeting.&nbsp;</span></p> <p><span class="cls0">NOTICE OF MEMBERS MEETING.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least fifteen (15) and not more than sixty (60) days before the meeting.&nbsp;</span></p> <p><span class="cls0">(b) Unless the articles of organization otherwise provide, notice of an annual members meeting need not include any purpose of the meeting.&nbsp;</span></p> <p><span class="cls0">(c) Notice of a special meeting of members must include each purpose of the meeting as contained in the demand under paragraph (3) or (4) of subsection (a) of Section 46 of this act or as voted upon by the board of directors under paragraph (2) of subsection (a) of Section 46 of this act.&nbsp;</span></p> <p><span class="cls0">(d) Notice of a members meeting must be given in a record unless oral notice is reasonable under the circumstances.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 47, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-509. Waiver of members meeting notice.&nbsp;</span></p> <p><span class="cls0">WAIVER OF MEMBERS MEETING NOTICE.&nbsp;</span></p> <p><span class="cls0">(a) A member may waive notice of a members meeting before, during, or after the meeting.&nbsp;</span></p> <p><span class="cls0">(b) A member&rsquo;s participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member&rsquo;s arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 48, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-510. Quorum of members.&nbsp;</span></p> <p><span class="cls0">QUORUM OF MEMBERS. Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting constitute a quorum.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 49, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-511. Voting by patron members.&nbsp;</span></p> <p><span class="cls0">VOTING BY PATRON MEMBERS. Except as provided by subsection (a) of Section 51 of this act, each patron member has one vote. The organic rules may allocate voting power among patron members as provided in subsection (a) of Section 51 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 50, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-512. Determination of voting power of patron member.&nbsp;</span></p> <p><span class="cls0">DETERMINATION OF VOTING POWER OF PATRON MEMBER.&nbsp;</span></p> <p><span class="cls0">(a) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:&nbsp;</span></p> <p><span class="cls0">(1) One member, one vote;&nbsp;</span></p> <p><span class="cls0">(2) Use or patronage;&nbsp;</span></p> <p><span class="cls0">(3) Equity; or&nbsp;</span></p> <p><span class="cls0">(4) If a patron member is a cooperative, the number of its patron members.&nbsp;</span></p> <p><span class="cls0">(b) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 51, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-513. Voting by investor members.&nbsp;</span></p> <p><span class="cls0">VOTING BY INVESTOR MEMBERS. If the organic rules provide for investor members, each investor member has one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 52, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-514. Voting requirements for members.&nbsp;</span></p> <p><span class="cls0">VOTING REQUIREMENTS FOR MEMBERS. If a limited cooperative association has both patron and investor members, the following rules apply:&nbsp;</span></p> <p><span class="cls0">(1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote.&nbsp;</span></p> <p><span class="cls0">(2) Action on any matter is approved only upon the affirmative vote of at least a majority of:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;all members voting at the meeting unless more than a majority is required by Articles 4, 12, 15 through 16 of the Uniform Limited Cooperative Association Act of 2009 or the organic rules; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;votes cast by patron members unless the organic rules require a larger affirmative vote by patron members.&nbsp;</span></p> <p><span class="cls0">(3) The organic rules may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 53, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-515. Manner of voting.&nbsp;</span></p> <p><span class="cls0">MANNER OF VOTING.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection does not prohibit delegate voting based on district or class.&nbsp;</span></p> <p><span class="cls0">(b) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy.&nbsp;</span></p> <p><span class="cls0">(c) The organic rules may provide for the manner of and provisions governing the appointment of a proxy.&nbsp;</span></p> <p><span class="cls0">(d) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 54, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-516. Action without a meeting.&nbsp;</span></p> <p><span class="cls0">ACTION WITHOUT A MEETING.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action.&nbsp;</span></p> <p><span class="cls0">(b) Consent under subsection (a) of this section may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote.&nbsp;</span></p> <p><span class="cls0">(c) Consent to any action may specify the effective date or time of the action.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 55, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-517. Districts and delegates - Classes of members.&nbsp;</span></p> <p><span class="cls0">DISTRICTS AND DELEGATES; CLASSES OF MEMBERS.&nbsp;</span></p> <p><span class="cls0">(a) The organic rules may provide for the formation of geographic districts of patron members and:&nbsp;</span></p> <p><span class="cls0">(1) For the conduct of patron member meetings by districts and the election of directors at the meetings; or&nbsp;</span></p> <p><span class="cls0">(2) That districts may elect district delegates to represent and vote for the district at members meetings.&nbsp;</span></p> <p><span class="cls0">(b) A delegate elected under paragraph (2) of subsection (a) of this section has one vote unless voting power is otherwise allocated by the organic rules.&nbsp;</span></p> <p><span class="cls0">(c) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and:&nbsp;</span></p> <p><span class="cls0">(1) For the conduct of members meetings by classes and the election of directors at the meetings; or&nbsp;</span></p> <p><span class="cls0">(2) That classes may elect class delegates to represent and vote for the class in members meetings.&nbsp;</span></p> <p><span class="cls0">(d) A delegate elected under paragraph (2) of subsection (c) of this section has one vote unless voting power is otherwise allocated by the organic rules.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 56, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-601. Member&rsquo;s interest.&nbsp;</span></p> <p><span class="cls0">MEMBER&rsquo;S INTEREST. A member&rsquo;s interest:&nbsp;</span></p> <p><span class="cls0">(1) Is personal property;&nbsp;</span></p> <p><span class="cls0">(2) Consists of:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;governance rights;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;financial rights; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;the right or obligation, if any, to do business with the limited cooperative association; and&nbsp;</span></p> <p><span class="cls0">(3) May be in certificated or uncertificated form.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 57, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-602. Patron and investor members&rsquo; interests.&nbsp;</span></p> <p><span class="cls0">PATRON AND INVESTOR MEMBERS&rsquo; INTERESTS.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules establish investor members&rsquo; interests, a member&rsquo;s interest is a patron member&rsquo;s interest.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person:&nbsp;</span></p> <p><span class="cls0">(1) If admitted as a patron member, remains a patron member;&nbsp;</span></p> <p><span class="cls0">(2) If admitted as an investor member, remains an investor member; and&nbsp;</span></p> <p><span class="cls0">(3) If admitted as a patron member and investor member remains a patron and investor member if not dissociated in one of the capacities.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 58, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-603. Transferability of member&rsquo;s interest.&nbsp;</span></p> <p><span class="cls0">TRANSFERABILITY OF MEMBER&rsquo;S INTEREST.&nbsp;</span></p> <p><span class="cls0">(a) The provisions of the Uniform Limited Cooperative Act of 2009 relating to the transferability of a member&rsquo;s interest are subject to the Uniform Commercial Code.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a member&rsquo;s interest other than financial rights is not transferable.&nbsp;</span></p> <p><span class="cls0">(c) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(d) The terms of any restriction on transferability of financial rights must be:&nbsp;</span></p> <p><span class="cls0">(1) Set forth in the organic rules and the member records of the association; and&nbsp;</span></p> <p><span class="cls0">(2) Conspicuously noted on any certificates evidencing a member&rsquo;s interest.&nbsp;</span></p> <p><span class="cls0">(e) A transferee of a member&rsquo;s financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.&nbsp;</span></p> <p><span class="cls0">(f) A transferee of a member&rsquo;s financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(g) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.&nbsp;</span></p> <p><span class="cls0">(h) A transfer of a member&rsquo;s financial rights in violation of a restriction on transfer contained in the organic rules is ineffective as to a person having notice of the restriction at the time of transfer.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 59, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-604. Security interest and set-off.&nbsp;</span></p> <p><span class="cls0">SECURITY INTEREST AND SET-OFF.&nbsp;</span></p> <p><span class="cls0">(a) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a member may not create an enforceable security interest in the member&rsquo;s governance rights in a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(c) The organic rules may provide that a limited cooperative association has a security interest in the financial rights of a member to secure payment of any indebtedness or other obligation of the member to the association. A security interest provided for in the organic rules is enforceable under, and governed by, Article 9 of the Uniform Commercial Code.&nbsp;</span></p> <p><span class="cls0">(d) Unless the organic rules otherwise provide, a member may not compel the limited cooperative association to offset financial rights against any indebtedness or obligation owed to the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 60, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-605. Charging orders for judgment creditor of member or transferee.&nbsp;</span></p> <p><span class="cls0">CHARGING ORDERS FOR JUDGMENT CREDITOR OF MEMBER OR TRANSFEREE.&nbsp;</span></p> <p><span class="cls0">(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the financial rights of the judgment debtor for the unsatisfied amount of the judgment. A charging order issued under this subsection constitutes a lien on the judgment debtor&rsquo;s financial rights and requires the limited cooperative association to pay over to the creditor or receiver, to the extent necessary to satisfy the judgment, any distribution that would otherwise be paid to the judgment debtor.&nbsp;</span></p> <p><span class="cls0">(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order under subsection (a) of this section, the court may:&nbsp;</span></p> <p><span class="cls0">(1) Appoint a receiver of the share of the distributions due or to become due to the judgment debtor under the judgment debtor&rsquo;s financial rights, with the power to make all inquiries the judgment debtor might have made; and&nbsp;</span></p> <p><span class="cls0">(2) Make all other orders that the circumstances of the case may require to give effect to the charging order.&nbsp;</span></p> <p><span class="cls0">(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the financial rights. The purchaser at the foreclosure sale obtains only the financial rights that are subject to the charging order, does not thereby become a member, and is subject to Section 59 of this act.&nbsp;</span></p> <p><span class="cls0">(d) At any time before a sale pursuant to a foreclosure, a member or transferee whose financial rights are subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.&nbsp;</span></p> <p><span class="cls0">(e) At any time before sale pursuant to a foreclosure, the limited cooperative association or one or more members whose financial rights are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and succeed to the rights of the judgment creditor, including the charging order. Unless the organic rules otherwise provide, the association may act under this subsection only with the consent of all members whose financial rights are not subject to the charging order.&nbsp;</span></p> <p><span class="cls0">(f) The Uniform Limited Cooperative Association Act of 2009 does not deprive any member or transferee of the benefit of any exemption laws applicable to the member&rsquo;s or transferee&rsquo;s financial rights.&nbsp;</span></p> <p><span class="cls0">(g) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy the judgment from the member&rsquo;s or transferee&rsquo;s financial rights.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 61, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-701. Authority.&nbsp;</span></p> <p><span class="cls0">AUTHORITY. In this article, &ldquo;marketing contract&rdquo; means a contract between a limited cooperative association and another person, that need not be a patron member:&nbsp;</span></p> <p><span class="cls0">(1) Requiring the other person to sell, or deliver for sale or marketing on the person&rsquo;s behalf, a specified part of the person&rsquo;s products, commodities, or goods exclusively to or through the association or any facilities furnished by the association; or&nbsp;</span></p> <p><span class="cls0">(2) Authorizing the association to act for the person in any manner with respect to the products, commodities, or goods.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 62, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-702. Marketing contracts.&nbsp;</span></p> <p><span class="cls0">MARKETING CONTRACTS.&nbsp;</span></p> <p><span class="cls0">(a) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title to the association upon delivery or at any other specific time expressly provided by the contract.&nbsp;</span></p> <p><span class="cls0">(b) A marketing contract may:&nbsp;</span></p> <p><span class="cls0">(1) Authorize a limited cooperative association to create an enforceable security interest in the products, commodities, or goods delivered; and&nbsp;</span></p> <p><span class="cls0">(2) Allow the association to sell the products, commodities, or goods delivered and pay the sales price on a pooled or other basis after deducting selling costs, processing costs, overhead, expenses, and other charges.&nbsp;</span></p> <p><span class="cls0">(c) Some or all of the provisions of a marketing contract between a patron member and a limited cooperative association may be contained in the organic rules.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 63, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-703. Duration of marketing contract.&nbsp;</span></p> <p><span class="cls0">DURATION OF MARKETING CONTRACT. The initial duration of a marketing contract may not exceed ten (10) years, but the contract may be self-renewing for additional periods not exceeding five (5) years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giving notice in a record at least ninety (90) days before the end of the current term.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 64, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-704. Remedies for breach of contract.&nbsp;</span></p> <p><span class="cls0">REMEDIES FOR BREACH OF CONTRACT.&nbsp;</span></p> <p><span class="cls0">(a) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation. A provision that so provides is not a penalty.&nbsp;</span></p> <p><span class="cls0">(b) Upon a breach of a marketing contract, whether by anticipatory repudiation or otherwise, a limited cooperative association may seek:&nbsp;</span></p> <p><span class="cls0">(1) An injunction to prevent further breach; and&nbsp;</span></p> <p><span class="cls0">(2) Specific performance.&nbsp;</span></p> <p><span class="cls0">(c) The remedies in this section are in addition to any other remedies available to an association under law other than the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 65, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-801. Board of directors.&nbsp;</span></p> <p><span class="cls0">BOARD OF DIRECTORS.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association must have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members.&nbsp;</span></p> <p><span class="cls0">(b) The affairs of a limited cooperative association must be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">(c) An individual is not an agent for a limited cooperative association solely by being a director.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 66, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-802. No liability as director for limited cooperative association&rsquo;s obligations.&nbsp;</span></p> <p><span class="cls0">NO LIABILITY AS DIRECTOR FOR LIMITED COOPERATIVE ASSOCIATION&rsquo;S OBLIGATIONS. A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 67, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-803. Qualifications of directors.&nbsp;</span></p> <p><span class="cls0">QUALIFICATIONS OF DIRECTORS.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, and subject to subsection (c) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a director may be an officer or employee of the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(c) If the organic rules provide for nonmember directors, the number of nonmember directors may not exceed:&nbsp;</span></p> <p><span class="cls0">(1) One, if there are two through four directors;&nbsp;</span></p> <p><span class="cls0">(2) Two, if there are five through eight directors; or&nbsp;</span></p> <p><span class="cls0">(3) One-third (1/3) of the total number of directors if there are at least nine directors.&nbsp;</span></p> <p><span class="cls0">(d) The organic rules may provide qualifications for directors in addition to those in this section.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 68, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-804. Election of directors and composition of board.&nbsp;</span></p> <p><span class="cls0">ELECTION OF DIRECTORS AND COMPOSITION OF BOARD.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules require a greater number:&nbsp;</span></p> <p><span class="cls0">(1) The number of directors that must be patron members may not be fewer than:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;one, if there are two or three directors;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;two, if there are four or five directors;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;three, if there are six through eight directors; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;one-third (1/3) of the directors if there are at least nine directors; and&nbsp;</span></p> <p><span class="cls0">(2) A majority of the board of directors must be elected exclusively by patron members.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.&nbsp;</span></p> <p><span class="cls0">(c) Subject to subsection (a) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.&nbsp;</span></p> <p><span class="cls0">(d) Subject to subsection (a) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.&nbsp;</span></p> <p><span class="cls0">(e) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.&nbsp;</span></p> <p><span class="cls0">(f) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.&nbsp;</span></p> <p><span class="cls0">(g) Except as otherwise provided by the organic rules, subsection (e) of this section, or Sections 31, 55, 56 and 74 of this act, member directors must be elected at an annual members meeting.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 69, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-805. Term of director.&nbsp;</span></p> <p><span class="cls0">TERM OF DIRECTOR.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, and subject to subsections (c) and (d) of this section and subsection (c) of Section 31 of this act, the term of a director expires at the annual members meeting following the director&rsquo;s election or appointment. The term of a director may not exceed three (3) years.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a director may be reelected.&nbsp;</span></p> <p><span class="cls0">(c) Except as otherwise provided in subsection (d) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.&nbsp;</span></p> <p><span class="cls0">(d) Unless the organic rules otherwise provide, a director does not serve the remainder of the director&rsquo;s term if the director ceases to qualify to be a director.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 70, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-806. Resignation of director.&nbsp;</span></p> <p><span class="cls0">RESIGNATION OF DIRECTOR. A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 71, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-807. Removal of director.&nbsp;</span></p> <p><span class="cls0">REMOVAL OF DIRECTOR. Unless the organic rules otherwise provide, the following rules apply:&nbsp;</span></p> <p><span class="cls0">(1) Members may remove a director with or without cause.&nbsp;</span></p> <p><span class="cls0">(2) A member or members holding at least ten percent (10%) of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the limited cooperative association charged with keeping its records.&nbsp;</span></p> <p><span class="cls0">(3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;call a special meeting of members to be held not later than ninety (90) days after receipt of the petition by the association; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with Section 47 of this act.&nbsp;</span></p> <p><span class="cls0">(4) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 72, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-808. Suspension of director by board.&nbsp;</span></p> <p><span class="cls0">SUSPENSION OF DIRECTOR BY BOARD.&nbsp;</span></p> <p><span class="cls0">(a) A board of directors may suspend a director if, considering the director&rsquo;s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:&nbsp;</span></p> <p><span class="cls0">(1) Fraudulent conduct with respect to the association or its members;&nbsp;</span></p> <p><span class="cls0">(2) Gross abuse of the position of director;&nbsp;</span></p> <p><span class="cls0">(3) Intentional or reckless infliction of harm on the association; or&nbsp;</span></p> <p><span class="cls0">(4) Any other behavior, act, or omission as provided by the organic rules.&nbsp;</span></p> <p><span class="cls0">(b) A suspension under subsection (a) of this section is effective for thirty (30) days unless the board of directors calls and gives notice of a special meeting of members for removal of the director before the end of the thirty-day period in which case the suspension is effective until adjournment of the meeting or the director is removed.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 73, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-809. Vacancy on board.&nbsp;</span></p> <p><span class="cls0">VACANCY ON BOARD.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, a vacancy on the board of directors must be filled:&nbsp;</span></p> <p><span class="cls0">(1) Within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and&nbsp;</span></p> <p><span class="cls0">(2) For the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:&nbsp;</span></p> <p><span class="cls0">(1) The new director must be of that class or district; and&nbsp;</span></p> <p><span class="cls0">(2) The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy.&nbsp;</span></p> <p><span class="cls0">(c) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 74, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-810. Remuneration of directors.&nbsp;</span></p> <p><span class="cls0">REMUNERATION OF DIRECTORS. Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under subsection (a) of Section 82 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 75, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-811. Meetings.&nbsp;</span></p> <p><span class="cls0">MEETINGS.&nbsp;</span></p> <p><span class="cls0">(a) A board of directors shall meet at least annually and may hold meetings inside or outside this state.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 76, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-812. Action without meeting.&nbsp;</span></p> <p><span class="cls0">ACTION WITHOUT MEETING.&nbsp;</span></p> <p><span class="cls0">(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.&nbsp;</span></p> <p><span class="cls0">(b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.&nbsp;</span></p> <p><span class="cls0">(c) A record of consent for any action under subsection (a) of this section may specify the effective date or time of the action.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 77, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-813. Meetings and notice.&nbsp;</span></p> <p><span class="cls0">MEETINGS AND NOTICE.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors must be given to all directors at least three (3) days before the meeting, the notice must contain a statement of the purpose of the meeting, and the meeting is limited to the matters contained in the statement.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 78, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-814. Waiver of notice of meeting.&nbsp;</span></p> <p><span class="cls0">WAIVER OF NOTICE OF MEETING.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a director&rsquo;s participation in a meeting is a waiver of notice of that meeting unless:&nbsp;</span></p> <p><span class="cls0">(1) The director objects to the meeting at the beginning of the meeting or promptly upon the director&rsquo;s arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or&nbsp;</span></p> <p><span class="cls0">(2) The director promptly objects upon the introduction of any matter for which notice under Section 78 of this act has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 79, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-815. Quorum.&nbsp;</span></p> <p><span class="cls0">QUORUM.&nbsp;</span></p> <p><span class="cls0">(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors.&nbsp;</span></p> <p><span class="cls0">(b) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.&nbsp;</span></p> <p><span class="cls0">(c) A director present at a meeting but objecting to notice under paragraph (1) or (2) of subsection (b) of Section 79 of this act does not count toward a quorum.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 80, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-816. Voting.&nbsp;</span></p> <p><span class="cls0">VOTING.&nbsp;</span></p> <p><span class="cls0">(a) Each director shall have one vote for purposes of decisions made by the board of directors.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 81, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-817. Committees.&nbsp;</span></p> <p><span class="cls0">COMMITTEES.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.&nbsp;</span></p> <p><span class="cls0">(c) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.&nbsp;</span></p> <p><span class="cls0">(d) Unless the organic rules otherwise provide, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not:&nbsp;</span></p> <p><span class="cls0">(1) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;&nbsp;</span></p> <p><span class="cls0">(2) Approve or propose to members action requiring approval of members; or&nbsp;</span></p> <p><span class="cls0">(3) Fill vacancies on the board of directors or any of its committees.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 82, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-818. Standards of conduct and liability.&nbsp;</span></p> <p><span class="cls0">STANDARDS OF CONDUCT AND LIABILITY. Except as otherwise provided in Section 85 of this act:&nbsp;</span></p> <p><span class="cls0">(1) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the Oklahoma General Corporation Act; and&nbsp;</span></p> <p><span class="cls0">(2) The liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 83, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-819. Conflict of interest.&nbsp;</span></p> <p><span class="cls0">CONFLICT OF INTEREST.&nbsp;</span></p> <p><span class="cls0">(a) The law applicable to conflicts of interest between a director of an entity organized under the Oklahoma General Corporation Act governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.&nbsp;</span></p> <p><span class="cls0">(b) A director does not have a conflict of interest under the Uniform Limited Cooperative Association Act of 2009 or the organic rules solely because the director&rsquo;s conduct relating to the duties of the director may further the director&rsquo;s own interest.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 84, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-820. Other considerations of directors.&nbsp;</span></p> <p><span class="cls0">OTHER CONSIDERATIONS OF DIRECTORS. Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long- and short-term interest of the association and its patron members, may consider:&nbsp;</span></p> <p><span class="cls0">(1) The interest of employees, customers, and suppliers of the association;&nbsp;</span></p> <p><span class="cls0">(2) The interest of the community in which the association operates; and&nbsp;</span></p> <p><span class="cls0">(3) Other cooperative principles and values that may be applied in the context of the decision.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 85, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-821. Right of director or committee member to information.&nbsp;</span></p> <p><span class="cls0">RIGHT OF DIRECTOR OR COMMITTEE MEMBER TO INFORMATION. A director or a member of a committee appointed under Section 82 of this act may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director&rsquo;s duties as director or the committee member&rsquo;s duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 86, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-822. Appointment and authority of officers.&nbsp;</span></p> <p><span class="cls0">APPOINTMENT AND AUTHORITY OF OFFICERS.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association has the officers:&nbsp;</span></p> <p><span class="cls0">(1) Provided in the organic rules; or &nbsp;</span></p> <p><span class="cls0">(2) Established by the board of directors in a manner not inconsistent with the organic rules.&nbsp;</span></p> <p><span class="cls0">(b) The organic rules may designate or, if the rules do not designate, the board of directors shall designate, one of the association&rsquo;s officers for preparing all records required by Section 14 of this act and for the authentication of records.&nbsp;</span></p> <p><span class="cls0">(c) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(d) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors not in a manner inconsistent with the organic rules.&nbsp;</span></p> <p><span class="cls0">(e) The election or appointment of an officer of a limited cooperative association does not of itself create a contract between the association and the officer.&nbsp;</span></p> <p><span class="cls0">(f) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 87, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-823. Resignation and removal of officers.&nbsp;</span></p> <p><span class="cls0">RESIGNATION AND REMOVAL OF OFFICERS.&nbsp;</span></p> <p><span class="cls0">(a) The board of directors may remove an officer at any time with or without cause.&nbsp;</span></p> <p><span class="cls0">(b) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective when the notice is given.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 88, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-901. Indemnification.&nbsp;</span></p> <p><span class="cls0">INDEMNIFICATION.&nbsp;</span></p> <p><span class="cls0">(a) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">(b) A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 89, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1001. Members&rsquo; contributions.&nbsp;</span></p> <p><span class="cls0">MEMBERS&rsquo; CONTRIBUTIONS. The organic rules must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 90, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1002. Contribution and valuation.&nbsp;</span></p> <p><span class="cls0">CONTRIBUTION AND VALUATION.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.&nbsp;</span></p> <p><span class="cls0">(b) The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association&rsquo;s records.&nbsp;</span></p> <p><span class="cls0">(c) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member&rsquo;s contributions received or to be received and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member&rsquo;s contribution obligation has been met.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 91, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1003. Contribution agreements.&nbsp;</span></p> <p><span class="cls0">CONTRIBUTION AGREEMENTS.&nbsp;</span></p> <p><span class="cls0">(a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association:&nbsp;</span></p> <p><span class="cls0">(1) The agreement is irrevocable for six (6) months after the agreement is signed by the person unless all parties to the agreement consent to the revocation.&nbsp;</span></p> <p><span class="cls0">(2) If a person does not make a required contribution:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the person is obligated, at the option of the association, once formed, to contribute money equal to the value of that part of the contribution that has not been made, and the obligation may be enforced as a debt to the association; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the association, once formed, may rescind the agreement if the debt remains unpaid more than twenty (20) days after the association demands payment from the person, and upon rescission the person has no further rights or obligations with respect to the association.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules or an agreement to make a contribution to a limited cooperative association otherwise provides, if a person does not make a required contribution to an association, the person or the person&rsquo;s estate is obligated, at the option of the association, to contribute money equal to the value of the part of the contribution which has not been made.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 92, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1004. Allocations of profits and losses.&nbsp;</span></p> <p><span class="cls0">ALLOCATIONS OF PROFITS AND LOSSES.&nbsp;</span></p> <p><span class="cls0">(a) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as profits.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members.&nbsp;</span></p> <p><span class="cls0">(c) If a limited cooperative association has investor members, the organic rules may not reduce the allocation to patron members to less than fifty percent (50%) of profits. For purposes of this subsection, the following rules apply:&nbsp;</span></p> <p><span class="cls0">(1) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members.&nbsp;</span></p> <p><span class="cls0">(2) Amounts paid, due, or allocated to investor members as a stated fixed return on equity are not considered amounts allocated to investor members.&nbsp;</span></p> <p><span class="cls0">(d) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (a), (b) and (c) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:&nbsp;</span></p> <p><span class="cls0">(1) An unallocated capital reserve; and&nbsp;</span></p> <p><span class="cls0">(2) Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.&nbsp;</span></p> <p><span class="cls0">(e) Subject to subsections (b) and (f) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (d) of this section:&nbsp;</span></p> <p><span class="cls0">(1) To patron members in the ratio of each member&rsquo;s patronage to the total patronage of all patron members during the period for which allocations are to be made; and&nbsp;</span></p> <p><span class="cls0">(2) To investor members, if any, in the ratio of each investor member&rsquo;s contributions to the total contributions of all investor members.&nbsp;</span></p> <p><span class="cls0">(f) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members&rsquo; contributions, or other equitable methods.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 93, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1005. Distributions.&nbsp;</span></p> <p><span class="cls0">DISTRIBUTIONS.&nbsp;</span></p> <p><span class="cls0">(a) Unless the organic rules otherwise provide and subject to Section 96 of this act, the board of directors may authorize, and the limited cooperative association may make, distributions to members.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association&rsquo;s own or other securities.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 94, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1006. Redemption or repurchase.&nbsp;</span></p> <p><span class="cls0">REDEMPTION OR REPURCHASE. Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of Section 96 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 95, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1007. Limitations on distributions.&nbsp;</span></p> <p><span class="cls0">LIMITATIONS ON DISTRIBUTIONS.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association may not make a distribution if, after the distribution:&nbsp;</span></p> <p><span class="cls0">(1) The association would not be able to pay its debts as they become due in the ordinary course of the association&rsquo;s activities; or&nbsp;</span></p> <p><span class="cls0">(2) The association&rsquo;s assets would be less than the sum of its total liabilities.&nbsp;</span></p> <p><span class="cls0">(b) A limited cooperative association may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.&nbsp;</span></p> <p><span class="cls0">(c) Except as otherwise provided in subsection (d) of this section, the effect of a distribution allowed under subsection (b) of this section is measured:&nbsp;</span></p> <p><span class="cls0">(1) In the case of distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the date money or other property is transferred or debt is incurred by the association; and&nbsp;</span></p> <p><span class="cls0">(2) In all other cases, as of the date:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the payment is made, if payment occurs more than one hundred twenty (120) days after the distribution is authorized.&nbsp;</span></p> <p><span class="cls0">(d) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.&nbsp;</span></p> <p><span class="cls0">(e) For purposes of this section, &ldquo;distribution&rdquo; does not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide retirement or other benefits program.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 96, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1008. Liability for improper distributions - Limitation of action.&nbsp;</span></p> <p><span class="cls0">LIABILITY FOR IMPROPER DISTRIBUTIONS; LIMITATION OF ACTION.&nbsp;</span></p> <p><span class="cls0">(a) A director who consents to a distribution that violates Section 96 of this act is personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the director failed to comply with Section 83 or 84 of this act.&nbsp;</span></p> <p><span class="cls0">(b) A member or transferee of financial rights which received a distribution knowing that the distribution was made in violation of Section 96 of this act is personally liable to the limited cooperative association to the extent the distribution exceeded the amount that could have been properly paid.&nbsp;</span></p> <p><span class="cls0">(c) A director against whom an action is commenced under subsection (a) may:&nbsp;</span></p> <p><span class="cls0">(1) Implead in the action any other director who is liable under subsection (a) of this section and compel contribution from the person; and&nbsp;</span></p> <p><span class="cls0">(2) Implead in the action any person that is liable under subsection (b) of this section and compel contribution from the person in the amount the person received as described in subsection (b) of this section.&nbsp;</span></p> <p><span class="cls0">(d) An action under this section is barred if it is commenced later than two (2) years after the distribution.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 97, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1009. Relation to state securities law.&nbsp;</span></p> <p><span class="cls0">RELATION TO STATE SECURITIES LAW. Patron members&rsquo; interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under Section 437.27 of Title 18 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 98, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1101. Member&rsquo;s dissociation.&nbsp;</span></p> <p><span class="cls0">MEMBER&rsquo;S DISSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, a member&rsquo;s dissociation from a limited cooperative association is wrongful only if the dissociation:&nbsp;</span></p> <p><span class="cls0">(1) Breaches an express provision of the organic rules; or&nbsp;</span></p> <p><span class="cls0">(2) Occurs before the termination of the limited cooperative association and:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the person is expelled as a member under paragraph (3) or (4) of subsection (d) of this section; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.&nbsp;</span></p> <p><span class="cls0">(c) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member is liable to the limited cooperative association for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the association.&nbsp;</span></p> <p><span class="cls0">(d) A member is dissociated from the limited cooperative association as a member when:&nbsp;</span></p> <p><span class="cls0">(1) The association receives notice in a record of the member&rsquo;s express will to dissociate as a member, or if the member specifies in the notice an effective date later than the date the association received notice, on that later date;&nbsp;</span></p> <p><span class="cls0">(2) An event stated in the organic rules as causing the member&rsquo;s dissociation as a member occurs;&nbsp;</span></p> <p><span class="cls0">(3) The member is expelled as a member under the organic rules;&nbsp;</span></p> <p><span class="cls0">(4) The member is expelled as a member by the board of directors because:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;it is unlawful to carry on the association&rsquo;s activities with the member as a member;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;there has been a transfer of all the member&rsquo;s financial rights in the association, other than:&nbsp;</span></p> <p class="cls3"><span class="cls0">(i)&nbsp;&nbsp;a creation or perfection of a security interest; or&nbsp;</span></p> <p class="cls3"><span class="cls0">(ii)&nbsp;&nbsp;a charging order in effect under Section 61 of this act which has not been foreclosed;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;the member is a limited liability company, association, or partnership, which has been dissolved, and its business is being wound up; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;the member is a corporation or cooperative and:&nbsp;</span></p> <p class="cls3"><span class="cls0">(i)&nbsp;&nbsp;the member filed a certificate of dissolution or the equivalent, or the jurisdiction of formation revoked the association&rsquo;s charter or right to conduct business;&nbsp;</span></p> <p class="cls3"><span class="cls0">(ii)&nbsp;&nbsp;the association sends a notice to the member that it will be expelled as a member for a reason described in division (i) of this subparagraph; and&nbsp;</span></p> <p class="cls3"><span class="cls0">(iii)&nbsp;&nbsp;not later than ninety (90) days after the notice was sent under division (ii) of this subparagraph, the member did not revoke its certificate of dissolution or the equivalent, or the jurisdiction of formation did not reinstate the association&rsquo;s charter or right to conduct business; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(E)&nbsp;&nbsp;the member is an individual and is adjudged incompetent;&nbsp;</span></p> <p><span class="cls0">(5) In the case of a member who is an individual, the individual dies;&nbsp;</span></p> <p><span class="cls0">(6) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust&rsquo;s financial rights in the association are distributed;&nbsp;</span></p> <p><span class="cls0">(7) In the case of a member that is an estate, the estate&rsquo;s entire financial interest in the association is distributed;&nbsp;</span></p> <p><span class="cls0">(8) In the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated; or&nbsp;</span></p> <p><span class="cls0">(9) The association participates in a merger if under the plan of merger as approved under Article 16 of the Uniform Limited Cooperative Association Act of 2009 the member ceases to be a member.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 99, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1102. Effect of dissociation as member.&nbsp;</span></p> <p><span class="cls0">EFFECT OF DISSOCIATION AS MEMBER.&nbsp;</span></p> <p><span class="cls0">(a) Upon a member&rsquo;s dissociation:&nbsp;</span></p> <p><span class="cls0">(1) Subject to Section 101 of this act, the person has no further rights as a member; and&nbsp;</span></p> <p><span class="cls0">(2) Subject to Section 101 of this act and Article 16 of the Uniform Limited Cooperative Association Act of 2009, any financial rights owned by the person in the person&rsquo;s capacity as a member immediately before dissociation are owned by the person as a transferee.&nbsp;</span></p> <p><span class="cls0">(b) A person&rsquo;s dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to the limited cooperative association which the person incurred under the organic rules, by contract, or by other means while a member.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 100, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1103. Power of estate of member.&nbsp;</span></p> <p><span class="cls0">POWER OF ESTATE OF MEMBER. Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member&rsquo;s personal representative or other legal representative may exercise the rights of a transferee of the member&rsquo;s financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under Section 44 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 101, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1201. Dissolution and winding up.&nbsp;</span></p> <p><span class="cls0">DISSOLUTION AND WINDING UP. A limited cooperative association is dissolved only as provided in this article and upon dissolution winds up in accordance with this article.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 102, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1202. Nonjudicial dissolution.&nbsp;</span></p> <p><span class="cls0">NONJUDICIAL DISSOLUTION. Except as otherwise provided in Sections 104 and 112 of this act, a limited cooperative association is dissolved and its activities must be wound up:&nbsp;</span></p> <p><span class="cls0">(1) Upon the occurrence of an event or at a time specified in the articles of organization;&nbsp;</span></p> <p><span class="cls0">(2) Upon the action of the association&rsquo;s organizers, board of directors, or members under Section 105 or 106 of this act; or&nbsp;</span></p> <p><span class="cls0">(3) Ninety (90) days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;has a sole member that is a cooperative; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;not later than the end of the ninety-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 103, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1203. Judicial dissolution.&nbsp;</span></p> <p><span class="cls0">JUDICIAL DISSOLUTION. The district court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable:&nbsp;</span></p> <p><span class="cls0">(1) In a proceeding initiated by the Attorney General, if:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the association obtained its articles of organization through fraud; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the association has continued to exceed or abuse the authority conferred upon it by law; or&nbsp;</span></p> <p><span class="cls0">(2) In a proceeding initiated by a member, if:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the directors are deadlocked in the management of the association&rsquo;s affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;the members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;the assets of the association are being misapplied or wasted.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 104, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1204. Voluntary dissolution before commencement of activity.&nbsp;</span></p> <p><span class="cls0">VOLUNTARY DISSOLUTION BEFORE COMMENCEMENT OF ACTIVITY. A majority of the organizers or initial directors of a limited&nbsp;cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 105, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1205. Voluntary dissolution by the board and members.&nbsp;</span></p> <p><span class="cls0">VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS.&nbsp;</span></p> <p><span class="cls0">(a) Except as otherwise provided in Section 105 of this act, for a limited cooperative association to voluntarily dissolve:&nbsp;</span></p> <p><span class="cls0">(1) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;&nbsp;</span></p> <p><span class="cls0">(2) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety (90) days after adoption of the resolution; and&nbsp;</span></p> <p><span class="cls0">(3) The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with Section 47 of this act:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the resolution required by paragraph (1) of this subsection;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.&nbsp;</span></p> <p><span class="cls0">(b) Subject to subsection (c) of this section, a resolution to dissolve must be approved by:&nbsp;</span></p> <p><span class="cls0">(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under paragraph (2) of subsection (a) of this section; and&nbsp;</span></p> <p><span class="cls0">(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.&nbsp;</span></p> <p><span class="cls0">(c) The organic rules may require that the percentage of votes under paragraph (1) of subsection (b) of this section is:&nbsp;</span></p> <p><span class="cls0">(1) A different percentage that is not less than a majority of members voting at the meeting; or&nbsp;</span></p> <p><span class="cls0">(2) Measured against the voting power of all members; or&nbsp;</span></p> <p><span class="cls0">(3) A combination of paragraphs (1) and (2) of this subsection.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 106, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1206. Winding up.&nbsp;</span></p> <p><span class="cls0">WINDING UP.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association continues after dissolution only for purposes of winding up its activities.&nbsp;</span></p> <p><span class="cls0">(b) In winding up a limited cooperative association&rsquo;s activities, the board of directors shall cause the association to:&nbsp;</span></p> <p><span class="cls0">(1) Discharge its liabilities, settle and close its activities, and marshal and distribute its assets;&nbsp;</span></p> <p><span class="cls0">(2) Preserve the association or its property as a going concern for no more than a reasonable time;&nbsp;</span></p> <p><span class="cls0">(3) Prosecute and defend actions and proceedings;&nbsp;</span></p> <p><span class="cls0">(4) Transfer association property; and&nbsp;</span></p> <p><span class="cls0">(5) Perform other necessary acts.&nbsp;</span></p> <p><span class="cls0">(c) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the district court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association&rsquo;s activities, if:&nbsp;</span></p> <p><span class="cls0">(1) After a reasonable time, the association has not wound up its activities; or&nbsp;</span></p> <p><span class="cls0">(2) The applicant establishes other good cause.&nbsp;</span></p> <p><span class="cls0">(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the Secretary of State for filing an amendment to the articles of organization to reflect the appointment.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 107, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1207. Distribution of assets in winding up limited cooperative association.&nbsp;</span></p> <p><span class="cls0">DISTRIBUTION OF ASSETS IN WINDING UP LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) In winding up a limited cooperative association&rsquo;s business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.&nbsp;</span></p> <p><span class="cls0">(b) Unless the organic rules otherwise provide, in this subsection &ldquo;financial interests&rdquo; means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the association of any remaining assets in the proportion of the member&rsquo;s financial interests to the total financial interests of the members after all other obligations are satisfied.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 108, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1208. Known claims against dissolved limited cooperative association.&nbsp;</span></p> <p><span class="cls0">KNOWN CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) Subject to subsection (d) of this section, a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section.&nbsp;</span></p> <p><span class="cls0">(b) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The notice must:&nbsp;</span></p> <p><span class="cls0">(1) Specify that a claim be in a record;&nbsp;</span></p> <p><span class="cls0">(2) Specify the information required to be included in the claim;&nbsp;</span></p> <p><span class="cls0">(3) Provide an address to which the claim must be sent;&nbsp;</span></p> <p><span class="cls0">(4) State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and&nbsp;</span></p> <p><span class="cls0">(5) State that the claim will be barred if not received by the deadline.&nbsp;</span></p> <p><span class="cls0">(c) A claim against a dissolved limited cooperative association is barred if the requirements of subsection (b) of this section are met, and:&nbsp;</span></p> <p><span class="cls0">(1) The association is not notified of the claimant&rsquo;s claim, in a record, by the deadline specified in the notice under paragraph (4) of subsection (b) of this section;&nbsp;</span></p> <p><span class="cls0">(2) In the case of a claim that is timely received but rejected by the association, the claimant does not commence an action to enforce the claim against the association within ninety (90) days after receipt of the notice of the rejection; or&nbsp;</span></p> <p><span class="cls0">(3) If a claim is timely received but is neither accepted nor rejected by the association within one hundred twenty (120) days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the association:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;after the one-hundred-twenty-day period; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;not later than ninety (90) days after the one-hundred-twenty-day period.&nbsp;</span></p> <p><span class="cls0">(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on that date.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 109, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1209. Other claims against dissolved limited cooperative association.&nbsp;</span></p> <p><span class="cls0">OTHER CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.&nbsp;</span></p> <p><span class="cls0">(b) A notice under subsection (a) of this section must:&nbsp;</span></p> <p><span class="cls0">(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited cooperative association&rsquo;s principal office is located or, if the association does not have a principal office in this state, in the county in which the association&rsquo;s designated office is or was last located;&nbsp;</span></p> <p><span class="cls0">(2) Describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and&nbsp;</span></p> <p><span class="cls0">(3) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice.&nbsp;</span></p> <p><span class="cls0">(c) If a dissolved limited cooperative association publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim not later than three (3) years after the first publication date of the notice:&nbsp;</span></p> <p><span class="cls0">(1) A claimant that is entitled to but did not receive notice in a record under Section 109 of this act; and&nbsp;</span></p> <p><span class="cls0">(2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.&nbsp;</span></p> <p><span class="cls0">(d) A claim not barred under this section may be enforced:&nbsp;</span></p> <p><span class="cls0">(1) Against a dissolved limited cooperative association, to the extent of its undistributed assets; or&nbsp;</span></p> <p><span class="cls0">(2) If the association&rsquo;s assets have been distributed in connection with winding up the association&rsquo;s activities, against a member or holder of financial rights to the extent of that person&rsquo;s proportionate share of the claim or the association&rsquo;s assets distributed to the person in connection with the winding up, whichever is less. The person&rsquo;s total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 110, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1210. Court proceeding.&nbsp;</span></p> <p><span class="cls0">COURT PROCEEDING.&nbsp;</span></p> <p><span class="cls0">(a) Upon application by a dissolved limited cooperative association that has published a notice under Section 110 of this act, the district court in the county where the association&rsquo;s principal office is located or, if the association does not have a principal office in this state, where its designated office in this state is located, may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution.&nbsp;</span></p> <p><span class="cls0">(b) Not later than ten (10) days after filing an application under subsection (a) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim.&nbsp;</span></p> <p><span class="cls0">(c) The court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorney and expert witness fees.&nbsp;</span></p> <p><span class="cls0">(d) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the court satisfies the association&rsquo;s obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a member that received a distribution.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 111, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1211. Administrative dissolution.&nbsp;</span></p> <p><span class="cls0">ADMINISTRATIVE DISSOLUTION.&nbsp;</span></p> <p><span class="cls0">(a) The Secretary of State may dissolve a limited cooperative association administratively if the association does not:&nbsp;</span></p> <p><span class="cls0">(1) Pay, not later than sixty (60) days after the due date, any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Cooperative Association Act of 2009 or other law; or&nbsp;</span></p> <p><span class="cls0">(2) Deliver not later than sixty (60) days after the due date its annual report to the Secretary of State.&nbsp;</span></p> <p><span class="cls0">(b) If the Secretary of State determines that a ground exists for dissolving a limited cooperative association administratively, the Secretary of State shall file a record of the determination and serve the association with a copy of the record.&nbsp;</span></p> <p><span class="cls0">(c) If, not later than sixty (60) days after service of a copy of the Secretary of State&rsquo;s determination under subsection (b) of this section, the association does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each uncorrected ground determined by the Secretary of State does not exist, the Secretary of State shall dissolve the association administratively by preparing and filing a declaration of dissolution which states the grounds for dissolution. The Secretary of State shall serve the association with a copy of the declaration.&nbsp;</span></p> <p><span class="cls0">(d) A limited cooperative association that has been dissolved administratively continues its existence only for purposes of winding up its activities.&nbsp;</span></p> <p><span class="cls0">(e) The administrative dissolution of a limited cooperative association does not terminate the authority of its agent for service of process.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 112, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1212. Reinstatement following administrative dissolution.&nbsp;</span></p> <p><span class="cls0">REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association that has been dissolved administratively may apply to the Secretary of State for reinstatement not later than two (2) years after the effective date of dissolution. The application must be delivered to the Secretary of State for filing and state:&nbsp;</span></p> <p><span class="cls0">(1) The name of the association and the effective date of its administrative dissolution;&nbsp;</span></p> <p><span class="cls0">(2) That the grounds for dissolution either did not exist or have been eliminated; and&nbsp;</span></p> <p><span class="cls0">(3) That the association&rsquo;s name satisfies the requirements of Section 11 of this act.&nbsp;</span></p> <p><span class="cls0">(b) If the Secretary of State determines that an application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall:&nbsp;</span></p> <p><span class="cls0">(1) Prepare a declaration of reinstatement;&nbsp;</span></p> <p><span class="cls0">(2) File the original of the declaration; and&nbsp;</span></p> <p><span class="cls0">(3) Serve a copy of the declaration on the association.&nbsp;</span></p> <p><span class="cls0">(c) When reinstatement under this section becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited cooperative association may resume or continue its activities as if the administrative dissolution had not occurred.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 113, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1213. Denial of reinstatement - Appeal.&nbsp;</span></p> <p><span class="cls0">DENIAL OF REINSTATEMENT; APPEAL.&nbsp;</span></p> <p><span class="cls0">(a) If the Secretary of State denies a limited cooperative association&rsquo;s application for reinstatement following administrative dissolution, the Secretary of State shall prepare and file a notice that explains the reason for denial and serve the association with a copy of the notice.&nbsp;</span></p> <p><span class="cls0">(b) Not later than thirty (30) days after service of a notice of denial of reinstatement by the Secretary of State, a limited cooperative association may appeal the denial by petitioning the district court to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State&rsquo;s declaration of dissolution, the association&rsquo;s application for reinstatement, and the Secretary of State&rsquo;s notice of denial.&nbsp;</span></p> <p><span class="cls0">(c) The court may summarily order the Secretary of State to reinstate the dissolved cooperative association or may take other action the court considers appropriate.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 114, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1214. Statement of dissolution.&nbsp;</span></p> <p><span class="cls0">STATEMENT OF DISSOLUTION.&nbsp;</span></p> <p><span class="cls0">(a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Secretary of State for filing a statement of dissolution that states:&nbsp;</span></p> <p><span class="cls0">(1) The name of the association;&nbsp;</span></p> <p><span class="cls0">(2) The date the association dissolved or will dissolve; and&nbsp;</span></p> <p><span class="cls0">(3) Any other information the association considers relevant.&nbsp;</span></p> <p><span class="cls0">(b) A person has notice of a limited cooperative association&rsquo;s dissolution on the later of:&nbsp;</span></p> <p><span class="cls0">(1) Ninety (90) days after a statement of dissolution is filed; or&nbsp;</span></p> <p><span class="cls0">(2) The effective date stated in the statement of dissolution.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 115, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1215. Statement of termination.&nbsp;</span></p> <p><span class="cls0">STATEMENT OF TERMINATION.&nbsp;</span></p> <p><span class="cls0">(a) A dissolved limited cooperative association that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:&nbsp;</span></p> <p><span class="cls0">(1) The name of the association; &nbsp;</span></p> <p><span class="cls0">(2) The date of filing of its initial articles of organization; and&nbsp;</span></p> <p><span class="cls0">(3) That the association is terminated.&nbsp;</span></p> <p><span class="cls0">(b) The filing of a statement of termination does not itself terminate the limited cooperative association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 116, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1301. Derivative action.&nbsp;</span></p> <p><span class="cls0">DERIVATIVE ACTION. A member may maintain a derivative action to enforce a right of a limited cooperative association if:&nbsp;</span></p> <p><span class="cls0">(1) The member demands that the association bring an action to enforce the right; and&nbsp;</span></p> <p><span class="cls0">(2) Any of the following occur:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the association does not, within ninety (90) days after the member makes the demand, agree to bring the action;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the association notifies the member that it has rejected the demand;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;irreparable harm to the association would result by waiting ninety (90) days after the member makes the demand; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;the association agrees to bring an action demanded and fails to bring the action within a reasonable time.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 117, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1302. Proper plaintiff.&nbsp;</span></p> <p><span class="cls0">PROPER PLAINTIFF.&nbsp;</span></p> <p><span class="cls0">(a) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that:&nbsp;</span></p> <p><span class="cls0">(1) Is a member or a dissociated member at the time the action is commenced and:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;was a member when the conduct giving rise to the action occurred; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;whose status as a member devolved upon the person by operation of law or the organic rules from a person that was a member at the time of the conduct; and&nbsp;</span></p> <p><span class="cls0">(2) Adequately represents the interests of the association.&nbsp;</span></p> <p><span class="cls0">(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member who meets the requirements of subsection (a) of this section to be substituted as plaintiff.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 118, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1303. Pleading.&nbsp;</span></p> <p><span class="cls0">PLEADING. In a derivative action to enforce a right of a limited cooperative association, the complaint must state:&nbsp;</span></p> <p><span class="cls0">(1) The date and content of the plaintiff&rsquo;s demand under paragraph (1) of Section 117 of this act and the association&rsquo;s response;&nbsp;</span></p> <p><span class="cls0">(2) If ninety (90) days have not expired since the demand, how irreparable harm to the association would result by waiting for the expiration of ninety (90) days; and&nbsp;</span></p> <p><span class="cls0">(3) If the association agreed to bring an action demanded, that the action has not been brought within a reasonable time.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 119, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1304. Approval for discontinuance or settlement.&nbsp;</span></p> <p><span class="cls0">APPROVAL FOR DISCONTINUANCE OR SETTLEMENT. A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without the court&rsquo;s approval.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 120, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1305. Proceeds and expenses.&nbsp;</span></p> <p><span class="cls0">PROCEEDS AND EXPENSES.&nbsp;</span></p> <p><span class="cls0">(a) Except as otherwise provided in subsection (b) of this section:&nbsp;</span></p> <p><span class="cls0">(1) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintiff; and&nbsp;</span></p> <p><span class="cls0">(2) If the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the association.&nbsp;</span></p> <p><span class="cls0">(b) If a derivative action to enforce a right of a limited cooperative association is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the association.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 121, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1401. Governing law.&nbsp;</span></p> <p><span class="cls0">GOVERNING LAW.&nbsp;</span></p> <p><span class="cls0">(a) The law of the state or other jurisdiction under which a foreign cooperative is organized governs relations among the members of the foreign cooperative and between the members and the foreign cooperative.&nbsp;</span></p> <p><span class="cls0">(b) A foreign cooperative may not be denied a certificate of authority because of any difference between the law of the jurisdiction under which the foreign cooperative is organized and the law of this state.&nbsp;</span></p> <p><span class="cls0">(c) A certificate of authority does not authorize a foreign cooperative to engage in any activity or exercise any power that a limited cooperative association may not engage in or exercise in this state.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 122, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1402. Application for certificate of authority.&nbsp;</span></p> <p><span class="cls0">APPLICATION FOR CERTIFICATE OF AUTHORITY.&nbsp;</span></p> <p><span class="cls0">(a) A foreign cooperative may apply for a certificate of authority by delivering an application to the Secretary of State for filing. The application must state:&nbsp;</span></p> <p><span class="cls0">(1) The name of the foreign cooperative and, if the name does not comply with Section 11 of this act, an alternative name adopted pursuant to Section 126 of this act;&nbsp;</span></p> <p><span class="cls0">(2) The name of the state or other jurisdiction under whose law the foreign cooperative is organized;&nbsp;</span></p> <p><span class="cls0">(3) The street address and, if different, mailing address of the principal office and, if the law of the jurisdiction under which the foreign cooperative is organized requires the foreign cooperative to maintain another office in that jurisdiction, the street address and, if different, mailing address of the required office;&nbsp;</span></p> <p><span class="cls0">(4) The street address and, if different, mailing address of the foreign cooperative&rsquo;s designated office in this state, and the name of the foreign cooperative&rsquo;s agent for service of process at the designated office; and&nbsp;</span></p> <p><span class="cls0">(5) The name, street address and, if different, mailing address of each of the foreign cooperative&rsquo;s current directors and officers.&nbsp;</span></p> <p><span class="cls0">(b) A foreign cooperative shall deliver with a completed application under subsection (a) of this section a certificate of good standing or a similar record signed by the Secretary of State or other official having custody of the foreign cooperative&rsquo;s publicly filed records in the state or other jurisdiction under whose law the foreign cooperative is organized.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 123, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1403. Activities not constituting transacting business.&nbsp;</span></p> <p><span class="cls0">ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.&nbsp;</span></p> <p><span class="cls0">(a) Activities of a foreign cooperative which do not constitute transacting business in this state under this article include:&nbsp;</span></p> <p><span class="cls0">(1) Maintaining, defending, and settling an action or proceeding;&nbsp;</span></p> <p><span class="cls0">(2) Holding meetings of the foreign cooperative&rsquo;s members or directors or carrying on any other activity concerning the foreign cooperative&rsquo;s internal affairs;&nbsp;</span></p> <p><span class="cls0">(3) Maintaining accounts in financial institutions;&nbsp;</span></p> <p><span class="cls0">(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign cooperative&rsquo;s own securities or maintaining trustees or depositories with respect to those securities;&nbsp;</span></p> <p><span class="cls0">(5) Selling through independent contractors;&nbsp;</span></p> <p><span class="cls0">(6) Soliciting or obtaining orders, whether by mail or electronic means, through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;&nbsp;</span></p> <p><span class="cls0">(7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;&nbsp;</span></p> <p><span class="cls0">(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;&nbsp;</span></p> <p><span class="cls0">(9) Conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions; and&nbsp;</span></p> <p><span class="cls0">(10) Transacting business in interstate commerce.&nbsp;</span></p> <p><span class="cls0">(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.&nbsp;</span></p> <p><span class="cls0">(c) This section does not apply in determining the contacts or activities that may subject a foreign cooperative to service of process, taxation, or regulation under law of this state other than the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 124, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1404. Issuance of certificate of authority.&nbsp;</span></p> <p><span class="cls0">ISSUANCE OF CERTIFICATE OF AUTHORITY. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Uniform Limited Cooperative Association Act of 2009, the Secretary of State, upon payment by the foreign cooperative of all filing fees, shall file the application, issue a certificate of authority, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign cooperative or its representative.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 125, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1405. Noncomplying name of foreign cooperative.&nbsp;</span></p> <p><span class="cls0">NONCOMPLYING NAME OF FOREIGN COOPERATIVE.&nbsp;</span></p> <p><span class="cls0">(a) A foreign cooperative whose name does not comply with Section 11 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies with Section 11 of this act. After obtaining a certificate of authority with an alternative name, a foreign cooperative&rsquo;s business in this state must be transacted under that name.&nbsp;</span></p> <p><span class="cls0">(b) If a foreign cooperative authorized to transact business in this state changes its name to one that does not comply with Section 11 of this act, it may not thereafter transact business in this state until it complies with subsection (a) of this section and obtains an amended certificate of authority.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 126, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1406. Revocation of certificate of authority.&nbsp;</span></p> <p><span class="cls0">REVOCATION OF CERTIFICATE OF AUTHORITY.&nbsp;</span></p> <p><span class="cls0">(a) A certificate of authority may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if the foreign cooperative does not:&nbsp;</span></p> <p><span class="cls0">(1) Pay, not later than sixty (60) days after the due date, any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Cooperative Association Act of 2009 or law of this state other than the Uniform Limited Cooperative Association Act of 2009;&nbsp;</span></p> <p><span class="cls0">(2) Deliver, not later than sixty (60) days after the due date, its annual report;&nbsp;</span></p> <p><span class="cls0">(3) Appoint and maintain an agent for service of process; or&nbsp;</span></p> <p><span class="cls0">(4) Deliver for filing a statement of change not later than thirty (30) days after a change has occurred in the name of the agent or the address of the foreign cooperative&rsquo;s designated office.&nbsp;</span></p> <p><span class="cls0">(b) To revoke a certificate of authority, the Secretary of State must file a notice of revocation and send a copy to the foreign cooperative&rsquo;s registered agent for service of process in this state or, if the foreign cooperative does not appoint and maintain an agent for service of process in this state, to the foreign cooperative&rsquo;s principal office. The notice must state:&nbsp;</span></p> <p><span class="cls0">(1) The revocation&rsquo;s effective date, which must be at least sixty (60) days after the date the Secretary of State sends the copy; and&nbsp;</span></p> <p><span class="cls0">(2) The foreign cooperative&rsquo;s noncompliance that is the reason for the revocation.&nbsp;</span></p> <p><span class="cls0">(c) The authority of a foreign cooperative to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign cooperative cures each failure to comply stated in the notice. If the foreign cooperative cures the failures, the Secretary of State shall so indicate on the filed notice.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 127, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1407. Cancellation of certificate of authority - Effect of failure to have certificate.&nbsp;</span></p> <p><span class="cls0">CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.&nbsp;</span></p> <p><span class="cls0">(a) To cancel its certificate of authority, a foreign cooperative must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under Section 23 of this act.&nbsp;</span></p> <p><span class="cls0">(b) A foreign cooperative transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority.&nbsp;</span></p> <p><span class="cls0">(c) The failure of a foreign cooperative to have a certificate of authority does not impair the validity of a contract or act of the foreign cooperative or prevent the foreign cooperative from defending an action or proceeding in this state.&nbsp;</span></p> <p><span class="cls0">(d) A member of a foreign cooperative is not liable for the obligations of the foreign cooperative solely by reason of the foreign cooperative&rsquo;s having transacted business in this state without a certificate of authority.&nbsp;</span></p> <p><span class="cls0">(e) If a foreign cooperative transacts business in this state without a certificate of authority or cancels its certificate, it appoints the Secretary of State as its agent for service of process for an action arising out of the transaction of business in this state.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 128, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1408. Action by Attorney General.&nbsp;</span></p> <p><span class="cls0">ACTION BY ATTORNEY GENERAL. The Attorney General may maintain an action to restrain a foreign cooperative from transacting business in this state in violation of this article.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 129, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1501. Disposition of assets not requiring member approval.&nbsp;</span></p> <p><span class="cls0">DISPOSITION OF ASSETS NOT REQUIRING MEMBER APPROVAL. Unless the articles of organization otherwise provide, member approval under Section 131 of this act is not required for a limited cooperative association to:&nbsp;</span></p> <p><span class="cls0">(1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regular course of business; or&nbsp;</span></p> <p><span class="cls0">(2) Mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the association whether or not in the usual and regular course of business.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 130, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1502. Member approval of other disposition of assets.&nbsp;</span></p> <p><span class="cls0">MEMBER APPROVAL OF OTHER DISPOSITION OF ASSETS. A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in Section 130 of this act, requires approval of the association&rsquo;s members under Sections 132 and 133 of this act if the disposition leaves the association without significant continuing business activity.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 131, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1503. Notice and action on disposition of assets.&nbsp;</span></p> <p><span class="cls0">NOTICE AND ACTION ON DISPOSITION OF ASSETS. For a limited cooperative association to dispose of assets under Section 131 of this act:&nbsp;</span></p> <p><span class="cls0">(1) A majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and&nbsp;</span></p> <p><span class="cls0">(2) The board of directors must call a members meeting to consider the proposed disposition, hold the meeting not later than ninety (90) days after approval of the proposed disposition by the board, and mail or otherwise transmit or deliver in a record to each member:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;the terms of the proposed disposition;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;a recommendation that the members approve the disposition, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;a statement of any condition of the board&rsquo;s submission of the proposed disposition to the members; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;notice of the meeting at which the proposed disposition will be considered, which must be given in the same manner as notice of a special meeting of members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 132, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1504. Disposition of assets.&nbsp;</span></p> <p><span class="cls0">DISPOSITION OF ASSETS.&nbsp;</span></p> <p><span class="cls0">(a) Subject to subsection (b) of this section, a disposition of assets under Section 131 of this act must be approved by:&nbsp;</span></p> <p><span class="cls0">(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under paragraph (2) of Section 132 of this act; and&nbsp;</span></p> <p><span class="cls0">(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.&nbsp;</span></p> <p><span class="cls0">(b) The organic rules may require that the percentage of votes under paragraph (1) of subsection (a) of this section is:&nbsp;</span></p> <p><span class="cls0">(1) A different percentage that is not less than a majority of members voting at the meeting;&nbsp;</span></p> <p><span class="cls0">(2) Measured against the voting power of all members; or&nbsp;</span></p> <p><span class="cls0">(3) A combination of paragraphs (1) and (2) of this subsection.&nbsp;</span></p> <p><span class="cls0">(c) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:&nbsp;</span></p> <p><span class="cls0">(1) As provided in the contract or the resolution; and&nbsp;</span></p> <p><span class="cls0">(2) Except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition.&nbsp;</span></p> <p><span class="cls0">(d) The voting requirements for districts, classes, or voting groups under Section 36 of this act apply to approval of a disposition of assets under this article.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 133, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1601. Definitions.&nbsp;</span></p> <p><span class="cls0">DEFINITIONS. In this article:&nbsp;</span></p> <p><span class="cls0">(1) &ldquo;Constituent entity&rdquo; means an entity that is a party to a merger.&nbsp;</span></p> <p><span class="cls0">(2) &ldquo;Constituent limited cooperative association&rdquo; means a limited cooperative association that is a party to a merger.&nbsp;</span></p> <p><span class="cls0">(3) &ldquo;Converted entity&rdquo; means the organization into which a converting entity converts pursuant to Sections 135 through 138 of this act.&nbsp;</span></p> <p><span class="cls0">(4) &ldquo;Converting entity&rdquo; means an entity that converts into another entity pursuant to Sections 135 through 138 of this act.&nbsp;</span></p> <p><span class="cls0">(5) &ldquo;Converting limited cooperative association&rdquo; means a converting entity that is a limited cooperative association.&nbsp;</span></p> <p><span class="cls0">(6) &ldquo;Organizational documents&rdquo; means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity.&nbsp;</span></p> <p><span class="cls0">(7) &ldquo;Personal liability&rdquo; means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;by the entity&rsquo;s organic law solely because of the person co-owning or having an interest in the entity; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;by the entity&rsquo;s organizational documents under a provision of the entity&rsquo;s organic law authorizing those documents to make one or more specified persons liable for all or specified parts of the entity&rsquo;s debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.&nbsp;</span></p> <p><span class="cls0">(8) &ldquo;Surviving entity&rdquo; means an entity into which one or more other entities are merged, whether the entity existed before the merger or is created by the merger.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 134, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1602. Conversion.&nbsp;</span></p> <p><span class="cls0">CONVERSION.&nbsp;</span></p> <p><span class="cls0">(a) An entity that is not a limited cooperative association may convert to a limited cooperative association and a limited cooperative association may convert to an entity that is not a limited cooperative association pursuant to this section, Sections 136 through 138 of this act, and a plan of conversion, if:&nbsp;</span></p> <p><span class="cls0">(1) The other entity&rsquo;s organic law authorizes the conversion;&nbsp;</span></p> <p><span class="cls0">(2) The conversion is not prohibited by the law of the jurisdiction that enacted the other entity&rsquo;s organic law; and&nbsp;</span></p> <p><span class="cls0">(3) The other entity complies with its organic law in effecting the conversion.&nbsp;</span></p> <p><span class="cls0">(b) A plan of conversion must be in a record and must include:&nbsp;</span></p> <p><span class="cls0">(1) The name and form of the entity before conversion;&nbsp;</span></p> <p><span class="cls0">(2) The name and form of the entity after conversion;&nbsp;</span></p> <p><span class="cls0">(3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration; and&nbsp;</span></p> <p><span class="cls0">(4) The organizational documents of the proposed converted entity.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 135, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1603. Action on plan of conversion by converting limited cooperative association.&nbsp;</span></p> <p><span class="cls0">ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) For a limited cooperative association to convert to another entity, a plan of conversion must be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors must call a members meeting to consider the plan of conversion, hold the meeting not later than ninety (90) days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:&nbsp;</span></p> <p><span class="cls0">(1) The plan, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;&nbsp;</span></p> <p><span class="cls0">(2) A recommendation that the members approve the plan of conversion, or if the board determines that because of a conflict of interest or other circumstances it should not make a favorable recommendation, the basis for that determination;&nbsp;</span></p> <p><span class="cls0">(3) A statement of any condition of the board&rsquo;s submission of the plan of conversion to the members; and&nbsp;</span></p> <p><span class="cls0">(4) Notice of the meeting at which the plan of conversion will be considered, which must be given in the same manner as notice of a special meeting of members.&nbsp;</span></p> <p><span class="cls0">(b) Subject to subsections (c) and (d) of this section, a plan of conversion must be approved by:&nbsp;</span></p> <p><span class="cls0">(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under subsection (a) of this section; and&nbsp;</span></p> <p><span class="cls0">(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.&nbsp;</span></p> <p><span class="cls0">(c) The organic rules may require that the percentage of votes under paragraph (1) of subsection (b) of this section is:&nbsp;</span></p> <p><span class="cls0">(1) A different percentage that is not less than a majority of members voting at the meeting;&nbsp;</span></p> <p><span class="cls0">(2) Measured against the voting power of all members; or&nbsp;</span></p> <p><span class="cls0">(3) A combination of paragraphs (1) and (2) of this subsection.&nbsp;</span></p> <p><span class="cls0">(d) The vote required to approve a plan of conversion may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.&nbsp;</span></p> <p><span class="cls0">(e) Consent in a record to a plan of conversion by a member must be delivered to the limited cooperative association before delivery of articles of conversion for filing if as a result of the conversion the member will have:&nbsp;</span></p> <p><span class="cls0">(1) Personal liability for an obligation of the association; or&nbsp;</span></p> <p><span class="cls0">(2) An obligation or liability for an additional contribution.&nbsp;</span></p> <p><span class="cls0">(f) Subject to subsection (e) of this section and any contractual rights, after a conversion is approved and at any time before the effective date of the conversion, a converting limited cooperative association may amend a plan of conversion or abandon the planned conversion:&nbsp;</span></p> <p><span class="cls0">(1) As provided in the plan; and&nbsp;</span></p> <p><span class="cls0">(2) Except as prohibited by the plan, by the same affirmative vote of the board of directors and of the members as was required to approve the plan.&nbsp;</span></p> <p><span class="cls0">(g) The voting requirements for districts, classes, or voting groups under Section 36 of this act apply to approval of a conversion under this article.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 136, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1604. Filings required for conversion - Effective date.&nbsp;</span></p> <p><span class="cls0">FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.&nbsp;</span></p> <p><span class="cls0">(a) After a plan of conversion is approved:&nbsp;</span></p> <p><span class="cls0">(1) A converting limited cooperative association shall deliver to the Secretary of State for filing articles of conversion, which must include:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;a statement that the limited cooperative association has been converted into another entity;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the name and form of the converted entity and the jurisdiction of its governing statute;&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;the date the conversion is effective under the governing statute of the converted entity;&nbsp;</span></p> <p class="cls2"><span class="cls0">(D)&nbsp;&nbsp;a statement that the conversion was approved as required by the Uniform Limited Cooperative Association Act of 2009;&nbsp;</span></p> <p class="cls2"><span class="cls0">(E)&nbsp;&nbsp;a statement that the conversion was approved as required by the governing statute of the converted entity; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(F)&nbsp;&nbsp;if the converted entity is an entity organized in a jurisdiction other than this state and is not authorized to transact business in this state, the street address and, if different, mailing address of an office which the Secretary of State may use for purposes of Section 20 of this act; and&nbsp;</span></p> <p><span class="cls0">(2) If the converting entity is not a converting limited cooperative association, the converting entity shall deliver to the Secretary of State for filing articles of organization, which must include, in addition to the information required by Section 30 of this act:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;a statement that the association was converted from another entity;&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;the name and form of the converting entity and the jurisdiction of its governing statute; and&nbsp;</span></p> <p class="cls2"><span class="cls0">(C)&nbsp;&nbsp;a statement that the conversion was approved in a manner that complied with the converting entity&rsquo;s governing statute.&nbsp;</span></p> <p><span class="cls0">(b) A conversion becomes effective:&nbsp;</span></p> <p><span class="cls0">(1) If the converted entity is a limited cooperative association, when the articles of conversion take effect pursuant to subsection (c) of Section 23 of this act; or&nbsp;</span></p> <p><span class="cls0">(2) If the converted entity is not a limited cooperative association, as provided by the governing statute of the converted entity.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 137, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1605. Effect of conversion.&nbsp;</span></p> <p><span class="cls0">EFFECT OF CONVERSION.&nbsp;</span></p> <p><span class="cls0">(a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law as it applies to the converted entity.&nbsp;</span></p> <p><span class="cls0">(b) When a conversion takes effect under this article:&nbsp;</span></p> <p><span class="cls0">(1) All property owned by the converting entity remains vested in the converted entity;&nbsp;</span></p> <p><span class="cls0">(2) All debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;&nbsp;</span></p> <p><span class="cls0">(3) An action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;&nbsp;</span></p> <p><span class="cls0">(4) Except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;&nbsp;</span></p> <p><span class="cls0">(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and&nbsp;</span></p> <p><span class="cls0">(6) Except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting limited cooperative association for purposes of Article 12 of the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">(c) A converted entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited cooperative association if, before the conversion, the converting limited cooperative association was subject to suit in this state on the obligation. A converted entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as under subsections (c) and (d) of Section 20 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 138, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1606. Merger.&nbsp;</span></p> <p><span class="cls0">MERGER.&nbsp;</span></p> <p><span class="cls0">(a) One or more limited cooperative associations may merge with one or more other entities pursuant to this article and a plan of merger if:&nbsp;</span></p> <p><span class="cls0">(1) The governing statute of each of the other entities authorizes the merger;&nbsp;</span></p> <p><span class="cls0">(2) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and&nbsp;</span></p> <p><span class="cls0">(3) Each of the other entities complies with its governing statute in effecting the merger.&nbsp;</span></p> <p><span class="cls0">(b) A plan of merger must be in a record and must include:&nbsp;</span></p> <p><span class="cls0">(1) The name and form of each constituent entity;&nbsp;</span></p> <p><span class="cls0">(2) The name and form of the surviving entity and, if the surviving entity is to be created by the merger, a statement to that effect;&nbsp;</span></p> <p><span class="cls0">(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration;&nbsp;</span></p> <p><span class="cls0">(4) If the surviving entity is to be created by the merger, the surviving entity&rsquo;s organizational documents;&nbsp;</span></p> <p><span class="cls0">(5) If the surviving entity is not to be created by the merger, any amendments to be made by the merger to the surviving entity&rsquo;s organizational documents; and&nbsp;</span></p> <p><span class="cls0">(6) If a member of a constituent limited cooperative association will have personal liability with respect to a surviving entity, the identity of the member by descriptive class or other reasonable manner.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 139, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1607. Notice and action on plan of merger by constituent limited cooperative association.&nbsp;</span></p> <p><span class="cls0">NOTICE AND ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED COOPERATIVE ASSOCIATION.&nbsp;</span></p> <p><span class="cls0">(a) For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater percentage if required by the association&rsquo;s organic rules.&nbsp;</span></p> <p><span class="cls0">(b) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than ninety (90) days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:&nbsp;</span></p> <p><span class="cls0">(1) The plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;&nbsp;</span></p> <p><span class="cls0">(2) A recommendation that the members approve the plan of merger, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;&nbsp;</span></p> <p><span class="cls0">(3) A statement of any condition of the board&rsquo;s submission of the plan of merger to the members; and&nbsp;</span></p> <p><span class="cls0">(4) Notice of the meeting at which the plan of merger will be considered, which must be given in the same manner as notice of a special meeting of members.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 140, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1608. Approval or abandonment of merger by members.&nbsp;</span></p> <p><span class="cls0">APPROVAL OR ABANDONMENT OF MERGER BY MEMBERS.&nbsp;</span></p> <p><span class="cls0">(a) Subject to subsections (b) and (c) of this section, a plan of merger must be approved by:&nbsp;</span></p> <p><span class="cls0">(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under subsection (b) of Section 140 of this act; and&nbsp;</span></p> <p><span class="cls0">(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.&nbsp;</span></p> <p><span class="cls0">(b) The organic rules may provide that the percentage of votes under paragraph (1) of subsection (a) of this section is:&nbsp;</span></p> <p><span class="cls0">(1) A different percentage that is not less than a majority of members voting at the meeting;&nbsp;</span></p> <p><span class="cls0">(2) Measured against the voting power of all members; or&nbsp;</span></p> <p><span class="cls0">(3) A combination of paragraphs (1) and (2) of this subsection.&nbsp;</span></p> <p><span class="cls0">(c) The vote required to approve a plan of merger may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.&nbsp;</span></p> <p><span class="cls0">(d) Consent in a record to a plan of merger by a member must be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to Section 142 of this act if as a result of the merger the member will have:&nbsp;</span></p> <p><span class="cls0">(1) Personal liability for an obligation of the association; or&nbsp;</span></p> <p><span class="cls0">(2) An obligation or liability for an additional contribution.&nbsp;</span></p> <p><span class="cls0">(e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:&nbsp;</span></p> <p><span class="cls0">(1) As provided in the plan; and&nbsp;</span></p> <p><span class="cls0">(2) Except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.&nbsp;</span></p> <p><span class="cls0">(f) The voting requirements for districts, classes, or voting groups under Section 36 of this act apply to approval of a merger under this article.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 141, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1609. Filings required for merger - Effective date.&nbsp;</span></p> <p><span class="cls0">FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.&nbsp;</span></p> <p><span class="cls0">(a) After each constituent entity has approved a merger, articles of merger must be signed on behalf of each constituent entity by an authorized representative.&nbsp;</span></p> <p><span class="cls0">(b) The articles of merger must include:&nbsp;</span></p> <p><span class="cls0">(1) The name and form of each constituent entity and the jurisdiction of its governing statute;&nbsp;</span></p> <p><span class="cls0">(2) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created by the merger, a statement to that effect;&nbsp;</span></p> <p><span class="cls0">(3) The date the merger is effective under the governing statute of the surviving entity;&nbsp;</span></p> <p><span class="cls0">(4) If the surviving entity is to be created by the merger and:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;will be a limited cooperative association, the limited cooperative association&rsquo;s articles of organization; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;will be an entity other than a limited cooperative association, the organizational document that creates the entity;&nbsp;</span></p> <p><span class="cls0">(5) If the surviving entity is not created by the merger, any amendments provided for in the plan of merger to the organizational document that created the entity;&nbsp;</span></p> <p><span class="cls0">(6) A statement as to each constituent entity that the merger was approved as required by the entity&rsquo;s governing statute;&nbsp;</span></p> <p><span class="cls0">(7) If the surviving entity is a foreign organization not authorized to transact business in this state, the street address and, if different, mailing address of an office which the Secretary of State may use for the purposes of Section 20 of this act; and&nbsp;</span></p> <p><span class="cls0">(8) Any additional information required by the governing statute of any constituent entity.&nbsp;</span></p> <p><span class="cls0">(c) Each limited cooperative association that is a party to a merger shall deliver the articles of merger to the Secretary of State for filing.&nbsp;</span></p> <p><span class="cls0">(d) A merger becomes effective under this article:&nbsp;</span></p> <p><span class="cls0">(1) If the surviving entity is a limited cooperative association, upon the later of:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;compliance with subsection (c) of this section; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;subject to subsection (c) of Section 23 of this act, as specified in the articles of merger; or&nbsp;</span></p> <p><span class="cls0">(2) If the surviving entity is not a limited cooperative association, as provided by the governing statute of the surviving entity.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 142, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1610. Effect of merger.&nbsp;</span></p> <p><span class="cls0">EFFECT OF MERGER.&nbsp;</span></p> <p><span class="cls0">(a) When a merger becomes effective:&nbsp;</span></p> <p><span class="cls0">(1) The surviving entity continues or comes into existence;&nbsp;</span></p> <p><span class="cls0">(2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity;&nbsp;</span></p> <p><span class="cls0">(3) All property owned by each constituent entity that ceases to exist vests in the surviving entity;&nbsp;</span></p> <p><span class="cls0">(4) All debts, liabilities, and other obligations of each constituent entity that ceases to exist continue as obligations of the surviving entity;&nbsp;</span></p> <p><span class="cls0">(5) An action or proceeding pending by or against any constituent entity that ceases to exist may be continued as if the merger had not occurred;&nbsp;</span></p> <p><span class="cls0">(6) Except as prohibited by law other than the Uniform Limited Cooperative Association Act of 2009, all rights, privileges, immunities, powers, and purposes of each constituent entity that ceases to exist vest in the surviving entity;&nbsp;</span></p> <p><span class="cls0">(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan take effect;&nbsp;</span></p> <p><span class="cls0">(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger does not dissolve the association for purposes of Article 12 of this act;&nbsp;</span></p> <p><span class="cls0">(9) If the surviving entity is created by the merger and:&nbsp;</span></p> <p class="cls2"><span class="cls0">(A)&nbsp;&nbsp;is a limited cooperative association, the articles of organization become effective; or&nbsp;</span></p> <p class="cls2"><span class="cls0">(B)&nbsp;&nbsp;is an entity other than a limited cooperative association, the organizational document that creates the entity becomes effective; and&nbsp;</span></p> <p><span class="cls0">(10) If the surviving entity is not created by the merger, any amendments made by the articles of merger for the organizational documents of the surviving entity become effective.&nbsp;</span></p> <p><span class="cls0">(b) A surviving entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the constituent entity if, before the merger, the constituent entity was subject to suit in this state on the obligation. A surviving entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in subsections (c) and (d) of Section 20 of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 143, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1611. Consolidation.&nbsp;</span></p> <p><span class="cls0">CONSOLIDATION.&nbsp;</span></p> <p><span class="cls0">(a) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this article.&nbsp;</span></p> <p><span class="cls0">(b) All provisions governing mergers or using the term merger in this act apply equally to mergers that the constituent entities choose to call consolidations under subsection (a) of this section.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 144, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1612. Article not exclusive.&nbsp;</span></p> <p><span class="cls0">ARTICLE NOT EXCLUSIVE. This article does not prohibit a limited cooperative association from being converted or merged under law other than the Uniform Limited Cooperative Association Act of 2009.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 145, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1701. Uniformity of application and construction.&nbsp;</span></p> <p><span class="cls0">UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing the Uniform Limited Cooperative Association Act of 2009, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 146, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1702. Relation to Electronic Signatures in Global and National Commerce Act.&nbsp;</span></p> <p><span class="cls0">RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Uniform Limited Cooperative Association Act of 2009 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C., Section 7001(c) or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C., Section 7003(b).&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 147, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1703. Savings clause.&nbsp;</span></p> <p><span class="cls0">SAVINGS CLAUSE. The Uniform Limited Cooperative Association Act of 2009 does not affect an action or proceeding commenced, or right accrued, before January 1, 2010.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 148, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-441-1704. Act deemed amendment of Constitution.&nbsp;</span></p> <p><span class="cls0">ACT DEEMED AMENDMENT OF CONSTITUTION. It is the intent of the Legislature that the Uniform Limited Cooperative Association Act of 2009 be an amendment to, and alteration of, Sections 18 through 34, inclusive, of Article IX of the Constitution of the State of Oklahoma, as authorized by Section 35 of Article IX of the Constitution of the State of Oklahoma.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2009, c. 68, &sect; 149, eff. Jan. 1, 2010.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18471. Venue of actions.&nbsp;</span></p> <p><span class="cls0">Any foreign corporation, doing business in the State of Oklahoma, and any person now or hereafter having any cause of action against such corporation, arising on contract, tort, or otherwise, may file suit in any county in the State of Oklahoma where the plaintiff resides or where said corporation has its principal place of business, or has property, or in any county where said corporation has an agent appointed upon whom service of summons or other process may be had.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 191011, c. 26, p. 46, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18-476. Repealed by Laws 1998, c. 104, &sect; 40, eff. Nov. 1, 1998.&nbsp;</span></p> <p><span class="cls0">&sect;18-477. Repealed by Laws 1998, c. 104, &sect; 40, eff. Nov. 1, 1998.&nbsp;</span></p> <p><span class="cls0">&sect;18-478. Repealed by Laws 1998, c. 104, &sect; 40, eff. Nov. 1, 1998.&nbsp;</span></p> <p><span class="cls0">&sect;18481. Corporation surety authorized.&nbsp;</span></p> <p><span class="cls0">Whenever any recognizance, stipulation, bond, or undertaking conditioned for the faithful performance of any duty or for the doing or refraining from doing anything in such recognizances, stipulation, bond or undertaking specified, is by law of the State of Oklahoma required or permitted to be given with one surety, or with two or more sureties, the execution of the same or the guaranteeing of the performance of the conditions thereof shall be sufficient when executed or guaranteed solely by a corporation incorporated under the laws of the United States, or of any state, having power to guarantee the fidelity of persons holding positions of public or private trust, and to execute and guarantee bonds and undertakings in judicial proceedings: Provided, that such recognizance, stipulation, bond or undertaking be approved by the head of department, court, judge, officer, board or body executive, legislative or judicial, required to approve or execute the same.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1344. &nbsp;</span></p> <p><span class="cls0">&sect;18482. Permission to do business Statements Deposit.&nbsp;</span></p> <p><span class="cls0">Every company, before transacting any business in the State of Oklahoma, under Section 481 et seq. of this title, shall deposit with the Insurance Commissioner of the state a copy of its charter or articles of incorporation and a statement signed and sworn to by its president and secretary, showing the assets and liabilities. If said Insurance Commissioner shall be satisfied that such company has authority under its charter to do the business provided for in this article, and that it has a paidup capital of not less than Five Hundred Thousand Dollars ($500,000.00) in cash or its equivalent, and is able tokeep and perform its contracts and has a good reputation for the prompt and equitable settlement and adjustment of liabilities accruing upon its undertakings, he shall grant authority in writing to such company to do business in this state, but before granting such authority the said corporations shall also be required to comply with the requirements of Section 613 of Title 36 of the Oklahoma Statutes, relating to insurers issuing policies of surety insurance. Provided however, the deposit requirements of subsection A of Section 613 of Title 36 of the Oklahoma Statutes shall not apply to companies that solely write bonds that cover grain warehouse storage.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1986, c. 129, &sect; 1, emerg. eff. April 14, 1986; Laws 1988, c. 291, &sect; 1, eff. Nov. 1, 1988. &nbsp;</span></p> <p><span class="cls0">&sect;18483. Surety contracts, liberal construction of.&nbsp;</span></p> <p><span class="cls0">The rule of the common law requiring a strict construction of the obligations of a surety shall have no application to the obligations of a surety or guarantor or indemnitor for hire, but all such obligations shall be liberally construed in accordance with the rules of the general law applicable to policies of insurance.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1346. &nbsp;</span></p> <p><span class="cls0">&sect;18484. Quarterly reports Revocation of authority Inquiry into solvency Additional security.&nbsp;</span></p> <p><span class="cls0">Every such corporation shall, in the months of January, April, July and October of each year, file with the Insurance Commissioner of the state a statement signed and sworn to by its president and secretary, showing its assets and liabilities as required by Section 1345. And the Insurance Commissioner shall have the power, and it shall be his duty, to revoke the authority of any such company to transact any business under this article whenever, in his judgment, said company is not solvent, or is conducting its business in violation of this article. He may institute inquiry, at any time, into the solvency of such company, and may require that additional security be given, at any time, upon any obligation to the state when he deems such company no longer sufficient security.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1347. &nbsp;</span></p> <p><span class="cls0">&sect;18485. Actions Venue Bond considered made where.&nbsp;</span></p> <p><span class="cls0">Any surety company doing business under the provisions of this article, may be sued in respect thereof, in any court of the United States or the State of Oklahoma, which has jurisdiction of actions on suits upon such recognizances, stipulations, bond, or undertaking, was made or guaranteed. And for the purpose of this article, such recognizance, stipulation, bond, or undertaking, shall be treated as made or guaranteed in the county in which the office is located, to which it is returnable, or in which it is filed, or in the county in which the principal of such recognizance, stipulation, bond or undertaking, resided when it was made or guaranteed.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1348. &nbsp;</span></p> <p><span class="cls0">&sect;18486. Failure to pay judgment.&nbsp;</span></p> <p><span class="cls0">If any such company shall neglect or refuse to pay any final judgment or decree rendered against it, upon any such recognizance, stipulation, bond, or undertaking made or guaranteed by it under the provisions of this article, from which no appeal, writ of error or supersedeas has been taken for sixty (60) days after the rendition of such judgment or decree, it shall forfeit all right to do business under this act.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1349. &nbsp;</span></p> <p><span class="cls0">&sect;18487. Estopped to deny liability.&nbsp;</span></p> <p><span class="cls0">Any company which shall execute or guarantee any recognizance, stipulation, bond, or undertaking under the provisions of this article, shall be estopped in any such proceeding to deny the liability which it shall have assumed to incur, or to deny its corporate power to execute or guarantee any such instrument, or assume such liability.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1350. &nbsp;</span></p> <p><span class="cls0">&sect;18488. Penalty for failure to comply.&nbsp;</span></p> <p><span class="cls0">Any company doing business under the provisions of this article, which shall fail to comply with any of its provisions, shall forfeit to the State of Oklahoma for every such failure not less than Five Hundred Dollars ($500.00) nor more than Five Thousand Dollars ($5,000.00) to be recovered by suit in the name of the State of Oklahoma, in the same court in which suit may be brought against such company under the provisions of this article, and such failure shall not affect the validity of any contract entered into by such company.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1351. &nbsp;</span></p> <p><span class="cls0">&sect;18489. Fiduciaries Cost of bond as lawful expense Amount of bond.&nbsp;</span></p> <p><span class="cls0">That any receiver, assignee, guardian, trustee, executor, administrator or other fiduciary, required by law or the order of any court or judge, to give a bond or other obligations as such, may include as a part of the lawful expense of executing his trust, such reasonable sum paid a company authorized under the laws of this state so to do, for becoming his surety on such bond as may be allowed by the court in which or a judge before whom, he is required to account, and when any such bond is signed by a surety company as surety, the penalty must not be in excess of the value of the personal property and the probable value of the annual rents, profits and issues of real property, which are likely to come into the hands of such receiver, assignee, guardian, trustee, executor, administrator or other fiduciary. But when real estate is to be sold an additional bond shall be required in amount equal to the probable value of such real estate.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1352; Laws 1913, c. 86, p. 139, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18490. Cancellation of bond Grounds Notice.&nbsp;</span></p> <p><span class="cls0">Where any surety company bond is required to be executed by any county, district, or state officer or his deputy or by any county employee who has in his custody any money or property belonging to the county for the purposes of his employment, whether said bond is required by law or by the board of county commissioners or by the principal officer, such surety or sureties may, if they deem themselves unsafe or insecure, upon thirty (30) days written notice given to the Secretary of State as to state and district officers and as to county officers the board of county commissioners, withdraw and cancel their obligations as surety or sureties on said bond; provided that such cancellation shall not relieve the surety company from any liability previously incurred, and said pro rata share of the unearned premium shall be returned.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1957, p. 450, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18491. Agreement between principal and surety for deposit of monies and assets.&nbsp;</span></p> <p><span class="cls0">It shall be lawful for any party of whom a bond, undertaking or other obligation is required, to agree with his surety or sureties for the deposit of any or all monies and assets for which he and his surety or sureties are or may be held responsible, with a bank, savings bank, safedeposit or trust company, authorized by law to do business as such, or with other depository approved by a court or a judge thereof, if such deposit is otherwise proper, for the safekeeping thereof, and in such manner as to prevent the withdrawal of such money or assets or any part thereof, without the written consent of such surety or sureties, or an order of court, or a judge thereof made on such notice to such surety or sureties as such court or judge may direct; provided, however, that such agreement shall not in any manner release from or change the liability of the principal or sureties as established by the terms of the said bond.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1959, p. 81, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18543. Right to hold real property limited.&nbsp;</span></p> <p><span class="cls0">All corporations organized for religious, charitable, educational or scientific purposes may hold all the property of the association owned prior to incorporation, as well as that acquired thereafter in any manner and transact all business relative thereto; but no such corporation shall own or hold more real property than may be reasonably necessary for the business and objects of the said association.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1986, c. 292, &sect; 146, eff. Nov. 1, 1986. &nbsp;</span></p> <p><span class="cls0">&sect;18549. Charitable and educational corporations may engage in business.&nbsp;</span></p> <p><span class="cls0">Any corporation heretofore or hereafter organized under the laws of the State of Oklahoma for charitable or educational purposes may maintain and carry on any and all kinds of business enterprises that an individual or corporation may lawfully carry on under the laws of the State of Oklahoma as auxiliary enterprises and may do so either directly or through any other corporation or corporations, a majority of whose stock it lawfully owns, in order that additional funds may be obtained with which to carry out only the charitable or educational purposes of such corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 8, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18550. Power to borrow money and incur indebtedness Mortgage or pledge of property Liability of property to taxation.&nbsp;</span></p> <p><span class="cls0">Any such charitable or educational corporation may borrow money and incur debts either for its principal purposes, or for the furtherance of any or all its business enterprises or both. In case money is borrowed to aid any corporation, a majority of whose stock is lawfully owned by such charitable or educational corporation, it may loan or advance the same to such controlled corporation on such terms as may seem advisable to its trustees. Any such charitable or educational corporation so borrowing money to aid any other corporation as aforesaid, may evidence its indebtedness by notes or bonds and secure their payment by mortgaging and pledging all or any part of its property, real, personal and mixed, except the real estate, buildings and personal property consisting of household goods, farm implements and domestic animals used for the ordinary conduct and operation of the institution of such corporations, which lastnamed property shall never be liable, or in any manner taken for indebtedness, charge or lien of any nature whatsoever contracted by such corporation, to aid another corporation as aforesaid, provided that if any charitable or educational corporation shall maintain or carry on any auxiliary business under the terms of Section 549 of this title, either directly or through any other corporation or corporations, such fact shall be held to be an agreement on its part and on the part of such other corporation or corporations that all property owned by, devoted to, or used in such auxiliary business hereunder, shall be subject to taxation for all purposes in the same manner as taxable property generally and that such property shall not be exempt from taxation by reason of the fact that the revenues or profits or a portion thereof, are used or intended to be used as additional funds for carrying out the charitable or educational purposes of such corporation or for reinvestment by or in behalf of such charitable or educational corporation; and it is hereby declared that no such property shall be exempt from taxation; and provided, further, that the real estate, buildings, and personal property consisting of household goods, farming implements and domestic animals necessary for the ordinary conduct and operation of such charitable or educational corporations, shall be exempt from taxation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 9, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18552.1. Citation.&nbsp;</span></p> <p><span class="cls0">This act may be cited as the Oklahoma Solicitation of Charitable Contributions Act.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1959, p. 88, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18-552.1a. Oklahoma Solicitation of Charitable Contributions Act.&nbsp;</span></p> <p><span class="cls0">The Oklahoma Solicitation of Charitable Contributions Act is enacted for the purpose of promoting integrity and accountability in the charitable solicitation process; protecting donors and prospective donors who may be solicited for charitable contributions; educating the public, charitable organizations, professional fundraisers, and others in matters relating to ethical and appropriate behavior in fundraising and charitable solicitation activities; preventing fraud and abuse in the fundraising process of charitable organizations and in the solicitation of charitable contributions; and providing transparency to the public in fundraising and charitable solicitation activities of charitable organizations.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2010, c. 460, &sect; 1, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.2. Definitions.&nbsp;</span></p> <p><span class="cls0">As used in the Oklahoma Solicitation of Charitable Contributions Act:&nbsp;</span></p> <p><span class="cls0">1. "Person" means any individual, organization, group, association, partnership, corporation, limited liability company, trust, or other entity, except as otherwise provided in Section 552.1 et seq. of this title;&nbsp;</span></p> <p><span class="cls0">2. "Charitable organization" means any person soliciting contributions in this state, other than a natural person, that is described in Section 501(c) of Title 26 of the United States Code, that solicits contributions as described in this act and that is organized and operated primarily for religious, charitable, scientific, literary, educational, artistic, cultural, economic development, civic improvement, testing for public safety, research, humanitarian, animal welfare, recreational, or environmental protection purposes; to foster national or international amateur sports competition, but only if no part of its activities involves the provision of athletic facilities or equipment; to prevent cruelty to children, the elderly, identified populations, or animals; to relieve poverty, hunger, or homelessness; to support law enforcement or citizen protection organizations or agencies; or to provide emergency relief;&nbsp;</span></p> <p><span class="cls0">3. "Contribution" means the promise, gift, donation, payment, pledge, or grant of any money or property of any kind or value, including any contribution for operations, capital, endowment, reserves, dues, memberships, program support, naming opportunities, or other uses. Contribution does not include a payment for goods, services, admission to a museum, performances or programs sold or provided by a charitable organization, if the payment does not exceed the bona fide fair market value of the goods or services provided;&nbsp;</span></p> <p><span class="cls0">4. "Professional fundraiser" means any person who for compensation or other consideration plans, conducts or manages in this state the solicitation of contributions for or on behalf of any charitable organization, or who engages in the business of or holds himself or herself out to persons in this state as independently engaged in the business of soliciting contributions for such purpose. For purposes of this act, professional fundraiser does not include an employee of a charitable organization who engages in such activities for the charitable organization for which he or she is employed; nor does it include any volunteer who receives no payment, compensation, or remuneration of any kind for soliciting any contributions; provided, a volunteer may receive credit for fulfilling any community service requirement of an educational institution or government agency. In addition, for this purpose consideration does not include incidental benefits that might be received by a noncompensated person, such as meals, supplies, or similar support, and does not include reimbursement for expenses incurred by any noncompensated person in his or her solicitation activities;&nbsp;</span></p> <p><span class="cls0">5. "Professional solicitor" means any person that is either located within this state or that is soliciting contributions from any person in this state and who is employed or retained for compensation or other consideration by a professional fundraiser to solicit contributions for or on behalf of any charitable organization. Professional solicitor does not include an employee of a charitable organization who is engaged in such activities for the charitable organization for which he or she is employed; nor does it include a volunteer who engages in such activities for the charitable organization for which he or she volunteers if the volunteer receives no payment, compensation or remuneration of any kind for soliciting any contributions; provided, a volunteer may receive credit for fulfilling any community service requirement of an educational institution or government agency. In addition, for this purpose consideration does not include incidental benefits that might be received by a noncompensated person, such as meals, supplies, or similar support, and does not include reimbursement for expenses incurred by any noncompensated person in his or her solicitation activities;&nbsp;</span></p> <p><span class="cls0">6. &ldquo;Professional fundraising counsel&rdquo; means any person that provides, for compensation or other consideration, services, including planning, organizing or managing any solicitation, to a charitable organization, as long as such person does not:&nbsp;</span></p> <p class="cls5"><span class="cls0">a.&nbsp;&nbsp;directly or indirectly solicit contributions alone or through its employees and agents, or&nbsp;</span></p> <p class="cls5"><span class="cls0">b.&nbsp;&nbsp;accept, receive, hold, have access to, maintain, manage, invest, or control any contribution generated by the solicitation activity.&nbsp;</span></p> <p><span class="cls0">However, professional fundraising counsel does not include an employee or volunteer of a charitable organization who is providing such services on behalf of the charitable organization; &nbsp;</span></p> <p><span class="cls0">7. &ldquo;Solicitation&rdquo; means the request or appeal for any contribution on the plea or representation that such contribution will be used by or on behalf of a charitable organization; and&nbsp;</span></p> <p><span class="cls0">8. &ldquo;Form 990&rdquo; means a return of an organization that is exempt from federal income tax. Form 990, includes, but is not limited to, Form 990, Form 990-N, Form 990-PF, and other similar returns as required by federal law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 88, &sect; 2, emerg. eff. May 8, 1959. Amended by Laws 1978, c. 244, &sect; 1, eff. July 1, 1978; Laws 1983, c. 100, &sect; 10, emerg. eff. May 9, 1983; Laws 1999, c. 421, &sect; 1, eff. Nov. 1, 1999; Laws 2010, c. 460, &sect; 2, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.3. Registration - Fee - Information to be filed - Out-of-state organizations.&nbsp;</span></p> <p><span class="cls0">A. No charitable organization that is either located within this state or that is soliciting contributions from any person in this state, except those specifically exempt under Section 552.4 of this title, shall solicit contributions until the charitable organization shall have registered with the Office of the Secretary of State and filed information, as required by the Oklahoma Solicitation of Charitable Contributions Act, on forms approved by that office. At the time of registration, each charitable organization, except as otherwise provided in this section, shall pay a fee of Sixty-five Dollars ($65.00). The first Fifteen Dollars ($15.00) of the fee shall be deposited to the credit of the General Revenue Fund of the State Treasury. Thirty-four Dollars ($34.00) of the fee shall be deposited to the credit of the Attorney General Charitable Solicitations Enforcement Revolving Fund and the remaining Sixteen Dollars ($16.00) shall be deposited to the credit of the Secretary of State Charitable Solicitations Revolving Fund. Provided, a charitable organization whose contributions during the previous registration period did not exceed Ten Thousand Dollars ($10,000.00) or if this is the charitable organization's first registration period and the anticipated contributions for the current registration period are not expected to exceed Ten Thousand Dollars ($10,000.00), shall pay a fee of Fifteen Dollars ($15.00) of which Ten Dollars ($10.00) shall be deposited to the credit of the Attorney General Charitable Solicitations Enforcement Revolving Fund and the remaining Five Dollars ($5.00) shall be deposited to the credit of the Secretary of State Charitable Solicitations Revolving Fund. Each charitable organization that is required to register under this act shall register annually with the Secretary of State by the date that the charitable organization files its Form 990 or by the date, plus extensions, that it is required to file its Form 990, whichever occurs first. Registration shall not be deemed to constitute an endorsement by the state or by the Secretary of State of any charitable organization or the proposed uses of the funds solicited. The information so filed shall be available to the general public. The charitable organization shall provide the following information on the required forms:&nbsp;</span></p> <p><span class="cls0">1. The legal name of the charitable organization, any trade names that the charitable organization uses, any other name the organization may be identified or known as, and any distinctive names the organization uses for purposes of solicitation of contributions;&nbsp;</span></p> <p><span class="cls0">2. The mailing address of the charitable organization;&nbsp;</span></p> <p><span class="cls0">3. The name and mailing address of:&nbsp;</span></p> <p class="cls5"><span class="cls0">a.&nbsp;&nbsp;each officer, director, trustee, and/or equivalent, and&nbsp;</span></p> <p class="cls5"><span class="cls0">b.&nbsp;&nbsp;each salaried executive employee of the charitable organization;&nbsp;</span></p> <p class="cls4"><span class="cls0">4. The name and mailing address of:&nbsp;</span></p> <p class="cls5"><span class="cls0">a.&nbsp;&nbsp;each professional fundraiser or professional solicitor that will have custody of the contributions, and&nbsp;</span></p> <p class="cls5"><span class="cls0">b.&nbsp;&nbsp;each person associated with a professional fundraiser, professional solicitor or charitable organization that is directly responsible for the payment and distribution of funds collected;&nbsp;</span></p> <p><span class="cls0">5. The name and mailing address of each professional fundraising counsel utilized by the charitable organization;&nbsp;</span></p> <p><span class="cls0">6. For charitable organizations that register for the first time, a statement of whether or not the charitable organization believes contributions for the first year of registration will exceed Ten Thousand Dollars ($10,000.00);&nbsp;</span></p> <p><span class="cls0">7. The purposes for which the contributions solicited are to be used;&nbsp;</span></p> <p><span class="cls0">8. For the initial registration of a newly formed charitable organization, a copy of a letter from the Internal Revenue Service, or other evidence, showing that such organization is exempt from federal income taxation; or, for a charitable organization that has not applied for federal income tax exemption with the Internal Revenue Service or is not required to apply for federal income tax exemption, evidence showing that said charitable organization is organized in any state or jurisdiction as a not-for-profit entity;&nbsp;</span></p> <p><span class="cls0">9. An identification of the period of time or periods during which solicitations are to be conducted, which may be specific periods, estimated or projected time frames, or continuous, and which may involve different periods for different types of solicitations by the same charitable organization;&nbsp;</span></p> <p><span class="cls0">10. An identification of the specific method or methods of solicitation utilized by the charitable organization and its agents;&nbsp;</span></p> <p><span class="cls0">11. Whether the solicitation is to be conducted by the following for or on behalf of the charitable organization: professional fundraisers, employees or volunteers of the charitable organization, and/or others; and&nbsp;</span></p> <p><span class="cls0">12. If the solicitation is to be conducted in whole or in part by professional fundraisers, the names and addresses of each professional fundraiser involved in the solicitation; the basis of payment or other consideration payable to each professional fundraiser and the nature of the arrangements between the charitable organization and each professional fundraiser, the specific amount, formula or percentage of compensation, or property of any kind or value to be paid or provided to each professional fundraiser; and if payment is based on a percentage, the amount of compensation as a percentage of the total contributions received, and the net amount of the total contributions received (total contributions received, less expenses of solicitation other than amounts payable to any professional fundraiser).&nbsp;</span></p> <p><span class="cls0">B. In addition to the required information in subsection A of this section, every charitable organization subject to the provisions of the Oklahoma Solicitation of Charitable Contributions Act that has solicited contributions during the previous fiscal year shall provide the following information:&nbsp;</span></p> <p><span class="cls0">1. The gross amount of the contributions, gifts, grants and other similar amounts received by the charitable organization;&nbsp;</span></p> <p><span class="cls0">2. The total Program Service Expenses of the charitable organization;&nbsp;</span></p> <p><span class="cls0">3. The total Management and General Expenses of the charitable organization;&nbsp;</span></p> <p><span class="cls0">4. The total Fundraising Expenses of the charitable organization; and&nbsp;</span></p> <p><span class="cls0">5. The aggregate amount paid, or payable, to professional fundraisers and professional fundraising counsel.&nbsp;</span></p> <p><span class="cls0">C. Any registration form required to be filed under this section shall be executed by signature, without more, of the person or persons signing the form, in which case the signature or signatures shall constitute the affirmation of the signatory, under penalty of perjury, that the signature is that person's act and deed or the act and deed of the organization, and that the facts stated therein are true.&nbsp;</span></p> <p><span class="cls0">D. If a charitable organization that is registered with the Secretary of State to solicit contributions in this state changes its name or the mailing address of its principal office, or plans to engage in the solicitation of contributions using a name that is not listed on its registration form, then it shall, prior to soliciting any funds in this state using any such name, file with the Secretary of State a statement executed by an authorized officer of the organization setting forth any new name and mailing address along with a fee of Twenty-five Dollars ($25.00). Such fee shall be deposited to the credit of the General Revenue Fund of the State Treasury.&nbsp;</span></p> <p><span class="cls0">E. Any fraternal or membership organization not based in Oklahoma which solicits contributions from any person of this state by telephone, or contracts with professional fundraisers to solicit such contributions, shall be required to have at least one member or employee of the fraternal or membership organization residing within the county where the call is received.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 88, &sect; 3, emerg. eff. May 8, 1959. Amended by Laws 1976, c. 200, &sect; 1, emerg. eff. June 4, 1976; Laws 1978, c. 244, &sect; 2, eff. July 1, 1978; Laws 1980, c. 364, &sect; 1, eff. Oct. 1, 1980; Laws 1984, c. 79, &sect; 1, emerg. eff. April 3, 1984; Laws 1991, c. 320, &sect; 1, eff. Sept. 1, 1991; Laws 1994, c. 235, &sect; 9, eff. Sept. 1, 1994; Laws 1997, c. 334, &sect; 1, eff. July 1, 1997; Laws 1999, c. 421, &sect; 2, eff. Nov. 1, 1999; Laws 2000, c. 6, &sect; 2, emerg. eff. March 20, 2000; Laws 2005, c. 366, &sect; 1, emerg. eff. June 6, 2005; Laws 2010, c. 460, &sect; 3, eff. July 1, 2011; Laws 2013, c. 4, &sect; 1, eff. Nov. 1, 2013.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 1999, c. 377, &sect; 2 repealed by Laws 2000, c. 6, &sect; 33, emerg. eff. March 20, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.3a. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.4. Persons and organizations exempt.&nbsp;</span></p> <p><span class="cls0">Except as otherwise specifically provided in the Oklahoma Solicitation of Charitable Contributions Act, the provisions of Sections 552.3 of this title shall not apply to the following persons:&nbsp;</span></p> <p><span class="cls0">1. Organizations incorporated for religious purposes and actually engaged in bona fide religious programs, and other organizations directly operated, supervised, or controlled by a religious organization;&nbsp;</span></p> <p><span class="cls0">2. Educational institutions that have a faculty, regularly enrolled students and offer courses of study leading to the granting of recognized degrees when solicitations of contributions are primarily confined to its student body and their families, alumni, faculty and trustees and any 501(c)(3) organization authorized by and having an established identity with such institutions;&nbsp;</span></p> <p><span class="cls0">3. Fraternal organizations, when soliciting from their own members, and patriotic and civic organizations, when solicitation of contributions is confined to the membership of said organizations, and the solicitation is managed by their own membership without paid solicitors; and&nbsp;</span></p> <p><span class="cls0">4. Persons soliciting contributions for a named individual person, when such individual person is specified by name at the time of solicitation, the purpose for such contribution is clearly stated, and if the gross contributions collected, without any deductions whatsoever for the benefit of the solicitor or any other person, be deposited directly to an account in the name of the beneficiary established for that purpose at a licensed local bank, and if such contributions are used for the direct benefit of the named individual person as beneficiary.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 89, &sect; 4, emerg. eff. May 8, 1959. Amended by Laws 1974, c. 70, &sect; 1; Laws 1980, c. 364, &sect; 2, eff. Oct. 1, 1980; Laws 2010, c. 460, &sect; 4, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.5. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.6. Records - Inspection.&nbsp;</span></p> <p><span class="cls0">Every charitable organization shall keep and maintain a full and true record of the documents and information required for disclosure pursuant to Section 552.3 of this title for five (5) calendar years in such form as will enable such charitable organization to accurately provide the information required herein. All records required hereunder shall be open to inspection during regular business hours, except as otherwise provided by court order, by the Office of the Attorney General and its employees, and upon demand shall be presented to that office for inspection.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 89, &sect; 6, emerg. eff. May 8, 1959. Amended by Laws 1978, c. 244, &sect; 4, eff. July 1, 1978; Laws 1984, c. 79, &sect; 3, emerg. eff. April 3, 1984; Laws 1994, c. 235, &sect; 11, eff. Sept. 1, 1994; Laws 1997, c. 334, &sect; 3, eff. July 1, 1997; Laws 2010, c. 460, &sect; 5, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.7. Professional fundraisers - Registration - Fees - Name and address changes.&nbsp;</span></p> <p><span class="cls0">A. No person shall act as a professional fundraiser for any charitable organization until the person has first registered with the Office of the Secretary of State. Applications for registration, signed and acknowledged by a party duly authorized to act on behalf of the professional fundraiser, shall state the full legal name of the professional fundraiser, the street address of the principal place of business of the professional fundraiser, the full legal names and street addresses of the charitable organizations with which it has entered into contracts or agreements relating to the solicitation of contributions, and the names of all professional solicitors employed by the professional fundraiser who will be involved in the solicitation of contributions for charitable organizations. The registration form shall also be accompanied by an annual fee in the amount of Two Hundred Fifteen Dollars ($215.00). The first Fifty Dollars ($50.00) of the fee collected shall be deposited to the credit of the General Revenue Fund of the State Treasury. One Hundred Eleven Dollars ($111.00) of the fee shall be deposited to the credit of the Attorney General Charitable Solicitations Enforcement Revolving Fund and the remaining Fifty-four Dollars ($54.00) shall be deposited to the credit of the Secretary of State Charitable Solicitations Revolving Fund. Registration shall be valid for a period of one (1) year from the date of filing with the Secretary of State, and may be renewed annually upon the filing of a renewal application and fee prescribed herein.&nbsp;</span></p> <p><span class="cls0">B. No professional fundraiser or solicitor shall engage in the solicitation of contributions for a charitable organization that is not registered with the Secretary of State unless the organization is exempt from registration.&nbsp;</span></p> <p><span class="cls0">C. Every professional fundraiser registered with the Secretary of State which shall change its name or the mailing address of its principal office, or plans to engage in professional fundraising activities using a name that is not listed on its registration form, shall at least fifteen (15) days prior to engaging in such activities file with the Secretary of State a statement executed by an authorized officer of the organization setting forth its new name or mailing address and pay a filing fee of Twenty-five Dollars ($25.00). Such fee shall be deposited to the credit of the General Revenue Fund of the State Treasury.&nbsp;</span></p> <p><span class="cls0">D. The professional fundraiser shall not employ or retain a professional solicitor who is not registered pursuant to this act.&nbsp;</span></p> <p><span class="cls0">E. No professional fundraiser shall solicit any contribution for a charitable organization without the consent of such organization.&nbsp;</span></p> <p><span class="cls0">F. No person shall act as a professional fundraiser if the officers, directors, or any person with a controlling interest in the business, or any person the professional fundraiser employs or retains to solicit charitable contributions or to advise, consult, plan, or manage the solicitation of any contributions, has been convicted by a court of any state or the United States of a felony or a misdemeanor involving moral turpitude or arising from his or her conduct in connection with fundraising activities, the solicitation of any funds, or the use or expenditure of any funds raised, collected, or received in any fundraising activity.&nbsp;</span></p> <p><span class="cls0">G. Any registration form required to be filed under this section shall be executed by signature, without more, of the person or persons signing the form, in which case the signature or signatures shall constitute the affirmation of the signatory, under penalty of perjury, that the signature is that person&rsquo;s act and deed or the act and deed of the organization, and that the facts stated therein are true.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 90, &sect; 7, emerg. eff. May 8, 1959. Amended by Laws 1978, c. 244, &sect; 5, eff. July 1, 1978; Laws 1984, c. 79, &sect; 4, emerg. eff. April 3, 1984; Laws 1994, c. 235, &sect; 12, eff. Sept. 1, 1994; Laws 1997, c. 334, &sect; 4, eff. July 1, 1997; Laws 1999, c. 421, &sect; 5, eff. Nov. 1, 1999; Laws 2000, c. 6, &sect; 3, emerg. eff. March 20, 2000; Laws 2001, c. 406, &sect; 7, emerg. eff. June 4, 2001; Laws 2010, c. 460, &sect; 6, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 1999, c. 325, &sect; 7 and Laws 1999, c. 377, &sect; 3 repealed by Laws 2000, c. 6, &sect; 33, emerg. eff. March 20, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.8. Contracts.&nbsp;</span></p> <p><span class="cls0">A. All contracts entered into by a charitable organization with a professional fundraiser or professional fundraising counsel for charitable solicitations or fundraising services shall be in writing. The charitable organization and the professional fundraiser or professional fundraising counsel shall each keep and maintain such contracts on file in their principal offices for a period of five (5) years from the date that the contract was executed. These contracts shall be available for inspection by the Office of the Attorney General.&nbsp;</span></p> <p><span class="cls0">B. The contract shall clearly state:&nbsp;</span></p> <p><span class="cls0">1. The respective obligations of each party;&nbsp;</span></p> <p><span class="cls0">2. The compensation arrangement. If the compensation payable to the professional fundraiser is based on a percentage or formula, the contract shall state the percentage of the gross revenue derived in connection with the solicitation that the charitable organization will receive or other formula for payment;&nbsp;</span></p> <p><span class="cls0">3. Any goods or services to be offered to the public;&nbsp;</span></p> <p><span class="cls0">4. The geographic area where the campaign will take place;&nbsp;</span></p> <p><span class="cls0">5. In the case of a contract with a professional fundraiser, the period of time or periods during which solicitations are to be conducted, which may be specific periods, estimated or projected time frames, or continuous, and which may involve different periods for different types of solicitations by the same charitable organization;&nbsp;</span></p> <p><span class="cls0">6. A fundraising budget, if available; and&nbsp;</span></p> <p><span class="cls0">7. Provisions for a final accounting of contributions raised and expenses incurred.&nbsp;</span></p> <p><span class="cls0">The contract shall also describe in reasonable detail the services to be provided by the professional fundraiser and shall clearly state whether the professional fundraiser may, at any time, have custody, possession or control of any contributions.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 90, &sect; 8, emerg. eff. May 8, 1959. Amended by Laws 1978, c. 244, &sect; 6, eff. July 1, 1978; Laws 1984, c. 79, &sect; 5, emerg. eff. April 3, 1984; Laws 1994, c. 235, &sect; 13, eff. Sept. 1, 1994; Laws 1997, c. 334, &sect; 5, eff. July 1, 1997; Laws 1999, c. 421, &sect; 6, eff. Nov. 1, 1999; Laws 2010, c. 460, &sect; 7, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.9. Professional solicitors - Registration - Fees.&nbsp;</span></p> <p><span class="cls0">A. Every professional solicitor employed or retained by a professional fundraiser required to register pursuant to this act, shall, before engaging in any solicitation of contributions by the professional fundraiser, register with the Office of the Secretary of State. An application for registration, signed by the solicitor, shall state the full legal name and street address of the professional fundraiser that employs the solicitor and shall be accompanied by a fee in the amount of Twenty-five Dollars ($25.00) of which Ten Dollars ($10.00) shall be deposited to the credit of the General Revenue Fund of the State Treasury. Ten Dollars ($10.00) of the fee shall be deposited to the credit of the Attorney General Charitable Solicitations Enforcement Revolving Fund and the remaining Five Dollars ($5.00) shall be deposited to the credit of the Secretary of State Charitable Solicitations Revolving Fund. Registration shall be for a period of one (1) year from the date of filing with the Secretary of State, and may be renewed annually upon the filing of a renewal application accompanied by a payment of the fee prescribed herein.&nbsp;</span></p> <p><span class="cls0">B. When requesting a contribution, the professional solicitor shall clearly disclose or provide contact information for the following information, if requested by the person being solicited:&nbsp;</span></p> <p><span class="cls0">1. The name of the professional fundraiser that employs or retains the professional solicitor, as set out in the registration statement filed with the Secretary of State, and the fact that the professional fundraiser is being paid for his or her services;&nbsp;</span></p> <p><span class="cls0">2. The name of the charitable organization the person represents and a description of how the contributions raised by the solicitation will be used; and&nbsp;</span></p> <p><span class="cls0">3. The percentage of the contributions solicited that the professional fundraiser is to receive and the registration number of the professional fundraiser, the charitable organization and the professional solicitor, as requested.&nbsp;</span></p> <p><span class="cls0">C. No person shall act as a professional solicitor if the person has been convicted by a court of any state or the United States of a felony or of a misdemeanor involving moral turpitude or arising from conduct by the person in connection with fundraising or the solicitation of any funds, for or on behalf of a charitable organization, or the use or expenditure of any funds raised, collected, or received in any fundraising activity.&nbsp;</span></p> <p><span class="cls0">D. Any registration form required to be filed under this section shall be executed by signature, without more, of the person signing the form, in which case the signature shall constitute the affirmation of the signatory, under penalty of perjury, that the signature is that person&rsquo;s act and deed, and that the facts stated therein are true.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 90, &sect; 9, emerg. eff. May 8, 1959. Amended by Laws 1978, c. 244, &sect; 7, eff. July 1, 1978; Laws 1984, c. 79, &sect; 6, emerg. eff. April 3, 1984; Laws 1994, c. 235, &sect; 14, eff. Sept. 1, 1994; Laws 1997, c. 334, &sect; 6, eff. July 1, 1997; Laws 1999, c. 421, &sect; 7, eff. Nov. 1, 1999; Laws 2000, c. 6, &sect; 4, emerg. eff. March 20, 2000; Laws 2010, c. 460, &sect; 8, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 1999, c. 377, &sect; 4 repealed by Laws 2000, c. 6, &sect; 33, emerg. eff. March 20, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.10. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.11. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.12. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.13. Reciprocal agreements with other states.&nbsp;</span></p> <p><span class="cls0">The Secretary of State may enter into reciprocal agreements with a like authority of any other state or states for the purpose of exchanging information made available to the Secretary of State. Pursuant to such agreements the Secretary of State may accept information filed by a charitable organization with another state in lieu of the information required to be filed by a charitable organization in accordance with the provisions of Section 552.3 of this title, if such information is substantially similar to the information required to be filed under Section 552.3 of this title.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 91, &sect; 13, emerg. eff. May 8, 1959. Amended by Laws 1978, c. 244, &sect; 8, eff. July 1, 1978; Laws 1984, c. 79, &sect; 7, emerg. eff. April 3, 1984; Laws 1994, c. 235, &sect; 15, eff. Sept. 1, 1994; Laws 1997, c. 334, &sect; 7, eff. July 1, 1997.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-552.14. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.14a. Professional fundraisers - Violations of act.&nbsp;</span></p> <p><span class="cls0">A. Applicable to charitable organizations, professional fundraisers and professional solicitors, the following shall constitute violations of this act:&nbsp;</span></p> <p><span class="cls0">1. Knowingly making any false material statement or representation on a registration application;&nbsp;</span></p> <p><span class="cls0">2. Using the name of a person when soliciting contributions or in an advertisement, brochure, stationery or correspondence, without the consent or approval of such person, other than an officer, director or trustee of the charitable organization by or for which contributions are solicited. This paragraph shall not apply to the use of the name of a person that has contributed to or sponsored an event or program of the charitable organization in a report, brochure, program or listing of donors, contributors, sponsors, or supporters issued or published by a charitable organization. This paragraph shall not apply to the use of a public figure&rsquo;s name and/or likeness truthfully and in good faith, so long as such use does not imply a false endorsement;&nbsp;</span></p> <p><span class="cls0">3. Knowingly using, in connection with solicitation of contributions for the purpose of deceiving the public, a name similar to other charitable organizations, professional fundraiser, professional solicitor or government agency or political subdivision;&nbsp;</span></p> <p><span class="cls0">4. Failing to register as required pursuant to Sections 552.3, 552.7 or 552.9, as applicable, of Title 18 of the Oklahoma Statutes unless otherwise exempted by this act;&nbsp;</span></p> <p><span class="cls0">5. Employing in any solicitation or collection of contributions for a charitable organization any device, scheme or artifice to defraud or for obtaining money or property by means of any false pretense, representation or promise; and&nbsp;</span></p> <p><span class="cls0">6. Failing or refusing to supply requested information as required by Section 552.9 of Title 18 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">B. The Attorney General or a district attorney may bring an action:&nbsp;</span></p> <p><span class="cls0">1. To obtain a declaratory judgment that an act or practice violates this act;&nbsp;</span></p> <p><span class="cls0">2. To enjoin, or to obtain a restraining order against a person who has violated or is violating this act;&nbsp;</span></p> <p><span class="cls0">3. To recover actual damages, restitution, disgorgement and penalties attributed to a violation of this act;&nbsp;</span></p> <p><span class="cls0">4. To recover reasonable expenses and investigation fees attributable to a violation of this act;&nbsp;</span></p> <p><span class="cls0">5. To prosecute any civil or criminal actions as provided by this act, as applicable; and&nbsp;</span></p> <p><span class="cls0">6. To revoke the registration of a charitable organization, professional fundraiser, or professional solicitor for any violation of this act.&nbsp;</span></p> <p><span class="cls0">C. In lieu of instigating or continuing an action or proceeding, the Attorney General or a district attorney may accept a consent judgment with respect to any act or practice declared to be a violation of this act. Such a consent judgment shall provide for the discontinuance by the person entering the same of any act or practice declared to be a violation of this act, and it may include a stipulation for the payment by such person of reasonable expenses, attorney fees, investigation costs and penalties incurred by the Attorney General or a district attorney. The consent judgment also may include a stipulation for restitution to be made by such person to contributors of money, property or other things received from contributors in connection with a violation of this act and also may include a stipulation for specific performance. Any consent judgment entered into pursuant to this section shall not be deemed to admit the violation, unless it does so by its terms. Before any consent judgment entered into pursuant to this section shall be effective, it must be approved by the district court and an entry made in the manner required for making an entry of judgment. After such approval is received, any breach of the conditions of such consent judgment shall be treated as a violation of a court order, and shall be subject to all the penalties provided by law therefor.&nbsp;</span></p> <p><span class="cls0">D. In any action brought by the Attorney General or a district attorney, the court may:&nbsp;</span></p> <p><span class="cls0">1. Make such orders or judgments as may be necessary to prevent the use or employment by a person of any practice declared to be a violation of this act;&nbsp;</span></p> <p><span class="cls0">2. Make such orders or judgments as may be necessary to compensate any person for damages sustained;&nbsp;</span></p> <p><span class="cls0">3. Enjoin any person from engaging in solicitation of charitable contributions in this state;&nbsp;</span></p> <p><span class="cls0">4. Revoke the registration of a charitable organization, professional fundraiser or professional solicitor;&nbsp;</span></p> <p><span class="cls0">5. Enter any order that is appropriate in a criminal prosecution of crimes identified in this act or any other state law; and&nbsp;</span></p> <p><span class="cls0">6. Grant other appropriate relief.&nbsp;</span></p> <p><span class="cls0">E. When an action is filed under this act by the Attorney General or a district attorney, no action seeking an injunction or declaratory judgment shall be filed in any other district in this state based upon the same transaction or occurrence, series of transactions or occurrences, or allegations that form the basis of the first action filed.&nbsp;</span></p> <p><span class="cls0">F. When the Attorney General or a district attorney has reason to believe that a person has engaged in, is engaging in or is about to engage in any practice declared to be in violation of this act and he or she believes it to be in the public interest that an investigation should be made to ascertain whether a person has in fact engaged in, is engaging in or is about to engage in any such practice, he or she may execute in writing and cause to be served upon any such person who is believed to have information, documentary material or physical evidence relevant to the alleged violation an investigative demand requiring such person to furnish, under oath or otherwise, a report in writing setting forth the nonprivileged relevant facts and circumstances of which the person has knowledge, or to appear and testify, or to produce relevant nonprivileged documentary material or physical evidence for examination at such reasonable time and place as may be stated in the investigative demand, concerning the solicitation of charitable contributions.&nbsp;</span></p> <p><span class="cls0">G. To accomplish the objectives and to carry out the duties prescribed by this act, the Attorney General or district attorney, in addition to other powers conferred on him or her by this act or the laws of this state, may issue subpoenas or other process to any person and conduct hearings in aid of any investigation or inquiry, administer oaths and take sworn statements under penalty of perjury, and serve and execute in any county, search warrants; provided, that none of the powers conferred by this act shall be used for the purpose of compelling any natural person to furnish testimony or evidence that might tend to incriminate him or her or subject him or her to a penalty; and provided further, that information obtained pursuant to the powers conferred by this act shall not be made public or disclosed by the Attorney General, district attorney or their employees unless otherwise provided under this act.&nbsp;</span></p> <p><span class="cls0">H. In addition to any other penalties provided under this act, a charitable organization, professional fundraiser, or professional solicitor that is found to be in violation of the Oklahoma Solicitation of Charitable Contributions Act in a civil action or who willfully violates the terms of any injunction or court order issued pursuant to the Oklahoma Solicitation of Charitable Contributions Act shall pay a civil penalty of not more than Ten Thousand Dollars ($10,000.00) per violation, taking into account the nature and severity of the violation and the benefit provided to the public by the violator, along with the need for protecting contributors and donors. For the purposes of this section, the district court issuing an injunction shall retain jurisdiction, and in such cases, the Attorney General, acting in the name of the state, or a district attorney may petition for recovery of civil penalties.&nbsp;</span></p> <p><span class="cls0">I. In administering and pursuing actions under this act, the Attorney General and a district attorney are authorized to sue for and collect reasonable expenses, attorney fees, and investigation fees as determined by the court. Civil penalties or contempt penalties sued for and recovered by the Attorney General or a district attorney shall be used for the furtherance of their duties and activities under this act.&nbsp;</span></p> <p><span class="cls0">J. In addition to other penalties imposed by this act, any person convicted in a criminal proceeding of committing an act prohibited in paragraph 1, 3 or 5 of subsection A of this section, shall be guilty of a felony and upon conviction thereof shall be subject to a fine not to exceed Ten Thousand Dollars ($10,000.00) or imprisonment in the custody of the Department of Corrections for not more than five (5) years, or by both such fine and imprisonment.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2010, c. 460, &sect; 9, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.15. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.16. Powers and duties not restricted.&nbsp;</span></p> <p><span class="cls0">The Oklahoma Solicitation of Charitable Contributions Act shall not be construed to limit or to restrict the exercise of the powers or the performance of the duties of the Attorney General or of any district attorney of this state which they otherwise are authorized to exercise or perform under any other provision of law.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 92, &sect; 16, emerg. eff. May 8, 1959. Amended by Laws 2010, c. 460, &sect; 10, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.17. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.18. Repealed by Laws 2010, c. 460, &sect; 15, eff. July 1, 2011.&nbsp;</span></p> <p><span class="cls0">&sect;18-552.19. Availability of registration information - Electronic registration.&nbsp;</span></p> <p><span class="cls0">A. The Secretary of State shall make available on the Secretary of State&rsquo;s website all pertinent information related to the entities that are required to register under this act including information included in the entity&rsquo;s registration. The Secretary of State shall also create a numbering system and assign a registration number to each entity that is required to register under this act. The registration number shall also be identified with the registered entity on the website.&nbsp;</span></p> <p><span class="cls0">B. The Secretary of State shall, on or before July 1, 2012, provide for electronic registration of all entities required to register under this act.&nbsp;</span></p> <p><span class="cls0">C. The Secretary of State shall notify the Office of the Attorney General if, in the opinion of the Secretary of State, there is such a violation of the Oklahoma Solicitation of Charitable Contributions Act that the Office of the Attorney General needs to be aware of in order to investigate or prosecute.&nbsp;</span></p> <p><span class="cls0">D. The Office of the Attorney General may review all applications and renewals and other relevant information required to be filed with the Secretary of State pursuant to this act in order to determine the reasonableness and accuracy of such information and to determine if there are any violations of the act. If the Office of the Attorney General finds any questionable information or inaccuracies, it may notify the charitable organization, professional fundraiser or professional solicitor of such discrepancies and allow a reasonable time to cure such discrepancies. If such discrepancies are not cured in a reasonable time or if the Office of the Attorney General becomes aware of any other violations of this act, then it may investigate and/or prosecute as authorized by this act.&nbsp;</span></p> <p><span class="cls0">E. If the Office of the Attorney General becomes aware of any charitable organization, professional fundraiser, or professional solicitor that has not registered and that is required to register under the Oklahoma Solicitation of Charitable Contributions Act, then the Office of the Attorney General shall notify such entity in writing that it must comply with the act and register. If the entity has not registered within one month after written notification then the Office of the Attorney General may take enforcement action concerning the failure to register.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2010, c. 460, &sect; 11, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.20. Secretary of State Charitable Solicitations Revolving Fund.&nbsp;</span></p> <p><span class="cls0">There is hereby created in the State Treasury a revolving fund for the Office of the Secretary of State to be designated the "Secretary of State Charitable Solicitations Revolving Fund". The fund shall be a continuing fund, not subject to fiscal year limitations, and shall consist of all monies received by the Office of the Secretary of State from sources provided under this act and any appropriations made by the Legislature. All monies accruing to the credit of the fund are hereby appropriated and may be budgeted and expended by the Secretary of State in furtherance of its duties under the provisions of the Oklahoma Solicitation of Charitable Contributions Act. Expenditures from the fund shall be made upon warrants issued by the State Treasurer against claims filed as prescribed by law with the Director of the Office of Management and Enterprise Services for approval and payment.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2010, c. 460, &sect; 12, eff. July 1, 2011. Amended by Laws 2012, c. 304, &sect; 65.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.21. Attorney General Charitable Solicitations Enforcement Revolving Fund.&nbsp;</span></p> <p><span class="cls0">There is hereby created in the State Treasury a revolving fund for the Office of the Attorney General to be designated the "Attorney General Charitable Solicitations Enforcement Revolving Fund". The fund shall be a continuing fund, not subject to fiscal year limitations, and shall consist of all monies received by the Office of the Attorney General from sources provided under this act and any appropriations made by the Legislature. All monies accruing to the credit of the fund are hereby appropriated and may be budgeted and expended by the Attorney General in furtherance of its duties under the provisions of the Oklahoma Solicitation of Charitable Contributions Act. Expenditures from the fund shall be made upon warrants issued by the State Treasurer against claims filed as prescribed by law with the Director of the Office of Management and Enterprise Services for approval and payment.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2010, c. 460, &sect; 13, eff. July 1, 2011. Amended by Laws 2012, c. 304, &sect; 66.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-552.22. Effectiveness of registrations made prior to act.&nbsp;</span></p> <p><span class="cls0">All registrations, unless otherwise terminated pursuant to this act, made prior to the effective date of this act shall remain effective until they expire and any registrations occurring after the effective date of this act shall be made with the Office of the Secretary of State pursuant to this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2010, c. 460, &sect; 14, eff. July 1, 2011.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18553.1. Solicitation under certain promises prohibited.&nbsp;</span></p> <p><span class="cls0">It shall be unlawful for any person, organization, group, association, partnership, corporation, or combination thereof, to conduct or carry on any drive for, or to solicit or invite, contributions of funds for the purpose of or under the guise or representation or promise of being able to secure old age or other assistance for any person, under any state or federal law, or of securing for such person or persons higher or additional assistance.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1959, p. 220, &sect; 1; Laws 1978, c. 244, &sect; 10, eff. July 1, 1978. &nbsp;</span></p> <p><span class="cls0">&sect;18553.2. Solicitations by regulated organizations not prohibited.&nbsp;</span></p> <p><span class="cls0">Provided that nothing in this act shall be construed to prohibit solicitations or other activity by any organization whose activities are regulated by any law or laws of the federal government or any professional organization of the State of Oklahoma.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1959, p. 221, &sect; 2. &nbsp;</span></p> <p><span class="cls0">&sect;18553.3. Penalties.&nbsp;</span></p> <p><span class="cls0">Any violation of the provisions of Sections 553.1 and 553.2 of this title shall constitute a felony and any person guilty thereof shall, upon conviction, be fined not more than Ten Thousand Dollars ($10,000.00) and may be confined in the State Penitentiary for a period of not to exceed ten (10) years, or by both such fine and imprisonment. Any such prohibited communication by any agent or servant of a corporation shall subject such corporation to the fine above specified in addition to whatever penalty is imposed upon such agent or servant. Any corporation may be enjoined in the manner provided in Section 12, Chapter 70, Title 21, Page 193, Oklahoma Session Laws 1955, when any of the conditions herein set forth are found to exist with respect to a violation of this act, or it may be subject to the cancellation therein specified.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1959, p. 221, &sect; 3. Amended by Laws 1997, c. 133, &sect; 143, eff. July 1, 1999; Laws 1999, 1st Ex.Sess., c. 5, &sect; 69, eff. July 1, 1999.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 1998, 1st Ex.Sess., c. 2, &sect; 23 amended the effective date of Laws 1997, c. 133, &sect; 143 from July 1, 1998, to July 1, 1999.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18561. Trustees of religious corporations, selection.&nbsp;</span></p> <p><span class="cls0">The board of trustees, or other officers of any religious corporation, may be chosen at such times and in such manner as may be in conformity to the rules, usage or general discipline of such corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1467. &nbsp;</span></p> <p><span class="cls0">&sect;18-562. Alternative articles for religious association - Recording - Powers.&nbsp;</span></p> <p><span class="cls0">The members of any church or religious society, not less than three, who by its rules, usage and general discipline, or otherwise, do not desire to organize and become incorporated under the foregoing provisions relating to corporations may organize and become corporate, capable of suing and being sued, holding, purchasing and receiving title to real estate and other property by devise, gift, grant or other conveyance, with power to mortgage, sell or convey the same or any part, parcel or portion thereof, by adopting and signing articles containing:&nbsp;</span></p> <p><span class="cls0">First. The name of the church, society, association or corporation, its general purpose and plan of operation and its place of location.&nbsp;</span></p> <p><span class="cls0">Second. The terms of admission and qualifications of membership, and the selection of officers and the filling of vacancies, and the manner in which the same is to be governed and managed. Such articles shall be filed in the office of the Secretary of State and a filing fee of Twenty-five Dollars ($25.00) shall be paid to the Secretary of State. The articles shall also be filed in the office of the register of deeds of the county in which such church, society, association or corporation is located; and thereupon such church, society, association or corporation shall have all the powers hereinbefore provided, and may adopt and establish bylaws and make all rules and regulations deemed necessary and expedient for the management of its affairs in accordance with law.&nbsp;</span></p> <p><span class="cls0">R.L. 1910, &sect; 1468. Amended by Laws 1996, c. 69, &sect; 1, eff. Nov. 1, 1996.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18563. Title vests in successors in trust.&nbsp;</span></p> <p><span class="cls0">All grants or deeds from private individuals, or acts of legislative bodies, transferring, conveying or granting real estate in this state to any bishop, dean, rector, vestryman, deacon, director, minister or any other officer or officers of any church or organized religious society in trust for the use and benefit of such society of which they are such officer or officers, which have been or may be made, done or executed, shall vest in their successor or successors in office, or other officer which such society may at any time designate, all the legal or other title, to the same extent and in all respects the same, as trustee of such trust, for the use and benefit of such society, which such bishop, dean, rector, vestryman, deacon, director, minister or other officer or officers, had under such grant, deed or act; and all transfers or sales made by such officer or officers so acquiring title by virtue of this article, by succession in office shall have all the validity, force and effect that it would have had had it been made by such bishop, dean, rector, vestryman, deacon, director, minister or other officer or officers, while holding under and by virtue of such grant, deed or act of such legislative body.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1469. &nbsp;</span></p> <p><span class="cls0">&sect;18564.1. Extinct church, religious corporation, etc. Preservation and protection of property.&nbsp;</span></p> <p><span class="cls0">The property, both real and personal, belonging to or held in trust by or for any church, religious corporation, association, organization, or society, that has or shall become extinct, or that has or shall cease to function and use its property, shall be preserved and protected from waste and dilapidation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1943, p. 39, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18564.2. Association, etc. of same denomination or creed to have jurisdiction.&nbsp;</span></p> <p><span class="cls0">If there is no superior body, presbytery, synod, conference, diocese, convention, or other ecclesiastical body having jurisdiction to take charge of, protect and preserve such property, then, any statewide religious association, organization, society, or corporation of the same or similar denomination, faith, creed, practice or doctrine, shall have and is hereby given jurisdiction to take charge of and preserve such property.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1943, p. 39, &sect; 2. &nbsp;</span></p> <p><span class="cls0">&sect;18564.3. Petition to district court Final order Transfer of title and possession.&nbsp;</span></p> <p><span class="cls0">When the condition of being extinct or of ceasing to function and use its property has existed for two (2) years or longer, and there is no superior body having jurisdiction, the district court of any county where any such property is located, upon petition therefor, after the notice hereinafter provided, and, after hearing and inquiry into the merits, shall make a final order, declaring such church or society extinct and dissolving the same; and shall make a final order transferring the title and possession of all property which may belong to such church or society or which may be held in trust for such church or society to a statewide religious association, organization, society, or corporation of the same or similar denomination, faith, creed, practice, or doctrine.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1943, p. 39, &sect; 3. &nbsp;</span></p> <p><span class="cls0">&sect;18564.4. Notice of hearing.&nbsp;</span></p> <p><span class="cls0">Notice of hearing of said petition shall be given by publication in a newspaper published in the town or city where the church or religious organization was located if there be one, and if there be none, then in a newspaper at the county seat of the county, for two (2) consecutive weekly issues, the first publication being at least fifteen (15) days prior to the day of the hearing.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1943, p. 39, &sect; 4. &nbsp;</span></p> <p><span class="cls0">&sect;18564.5. Lien or reversionary interest not affected.&nbsp;</span></p> <p><span class="cls0">This act shall not affect or impair any valid lien or any reversionary interest.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1943, p. 39, &sect; 5. &nbsp;</span></p> <p><span class="cls0">&sect;18571. School property How held.&nbsp;</span></p> <p><span class="cls0">Any corporation formed for the purpose of establishing an institution of learning shall hold the property of the institution solely for the purpose of education, and not for the individual benefit of itself or any contributor to the endowment thereof.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1470. &nbsp;</span></p> <p><span class="cls0">&sect;18572. Objects of expenditure.&nbsp;</span></p> <p><span class="cls0">The trustees or directors of any such corporation shall faithfully apply all the funds collected, or the proceeds of the property belonging to the institution, according to their best judgment, in erecting, completing or repairing suitable buildings, in supporting necessary officers, instructors, agents and employees, and in procuring books, maps, charts, globes and philosophical, chemical and other apparatus or cabinets, necessary to the objects and success of the institution; and all donations, devises or bequests made to it for particular purposes when accepted, shall be applied in conformity with the express condition of the donor or devisor.&nbsp;</span></p> <p><span class="cls0">R.L.1910, &sect; 1471. &nbsp;</span></p> <p><span class="cls0">&sect;18573. Powers of corporation.&nbsp;</span></p> <p><span class="cls0">Such corporation has power to appoint a president or principal for the institution, and such professors, tutors and other agents and officers, as may be necessary, and to displace any of them as the interests of the institutions may require; to fill vacancies, to prescribe and direct the course of studies and the discipline to be pursued and observed in the institution, and the rates of tuition in the same; and the president and professors shall constitute the faculty of such institution; and they have power to enforce the rules and regulations enacted for the government and discipline of the students, and to suspend and expel offenders, as may be deemed expedient.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1472. &nbsp;</span></p> <p><span class="cls0">&sect;18574. Degrees conferred.&nbsp;</span></p> <p><span class="cls0">Every such corporation having the rank of a college or university, has power to confer, on the recommendation of the faculty, all such degrees or honors as are usually conferred by colleges and universities in the United States, and such others, having reference to the course of studies and the worth and accomplishment of the student, as may be deemed proper.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1473. &nbsp;</span></p> <p><span class="cls0">&sect;18575. Mechanics and agriculture.&nbsp;</span></p> <p><span class="cls0">Such corporation may connect with its institution, to be used as a part of its course of education, any mechanical shops or machinery, or lands for agricultural purposes, not exceeding three hundred and twenty (320) acres, to which may be attached all necessary buildings for carrying on the mechanical and agricultural purposes of such institution.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1474. &nbsp;</span></p> <p><span class="cls0">&sect;18581. Benevolent and charitable corporations Purposes.&nbsp;</span></p> <p><span class="cls0">The following associations for charitable purposes may become incorporated, as provided in this article, as follows:&nbsp;</span></p> <p><span class="cls0">1. To establish and maintain hospitals and infirmaries for the cure of the sick and support of the aged and indigent, and asylums for orphans;&nbsp;</span></p> <p><span class="cls0">2. For the mutual assistance of the members in time of sickness or necessity, and to provide a fund for this purpose by contributions of the members thereof from time to time, and for the like incidental charitable purposes;&nbsp;</span></p> <p><span class="cls0">3. To establish and maintain lodges, chapters and encampments, of fraternities or associations commonly known as Free Masons, the Independent Order of Odd Fellows, Good Templars, Sons of Temperance, and other like charitable orders or societies;&nbsp;</span></p> <p><span class="cls0">4. To establish and maintain fire companies in any incorporated city or town; and&nbsp;</span></p> <p><span class="cls0">5. To establish and maintain youth organizations to promote the ideals of good sportsmanship, honesty, loyalty, courage and reverence by providing supervised competitive athletic games.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 11, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18582. Transfer of membership.&nbsp;</span></p> <p><span class="cls0">Any regularly incorporated fraternal beneficiary society shall, on application of its governing body, be permitted to transfer its membership to any other society doing business in this state, and such membership may be accepted without restriction, upon age limit and without new medical examination on the part of the membership so transferred where the entrance age limit of fiftyfive (55) years and a medical examination was required and made by the society so transferring its membership.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1476. &nbsp;</span></p> <p><span class="cls0">&sect;18583. Fraternal beneficiary societies Change of name.&nbsp;</span></p> <p><span class="cls0">Any fraternal beneficiary society incorporated under the laws of this state may change its corporate name on application by its governing body to the Insurance Commissioner of the state. The name selected shall not be such as will appear to be so near the name of any other association or society now doing business in this state as to cause confusion in the minds of the people, or to interfere with the corporate name of such existing association or corporation. On the approval of the Insurance Commissioner the Secretary of State shall cause an amended charter to issue, signed by the Governor and attested by the seal of state, changing the name of such beneficiary society in accordance with the recommendation of the Insurance Commissioner, and such change of name shall have the same effect as if originally set forth in the original articles of incorporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L.1910, &sect; 1477. &nbsp;</span></p> <p><span class="cls0">&sect;18584. Use of society name exclusive.&nbsp;</span></p> <p><span class="cls0">No person, society, association or corporation shall assume, adopt or use the name of a humane, fraternal or charitable organization, incorporated under the laws of this or of any other state of the United States, or a name so nearly resembling the name of such incorporated organization as to be a colorable imitation thereof, or calculated to deceive persons not members, with respect to such corporation. In all cases where two or more of such societies, associations or corporations claim the right to the same name, or to names substantially similar as above provided, the organization which was first organized and used the name, and first became incorporated under the laws of the United States or of any state of the Union, shall be entitled in this state to the prior and exclusive use of such name, and the rights of such societies, associations or corporations, and of their individual members shall be fixed and determined accordingly.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 12, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18585. Persons not entitled to wear insignia, use name or claim membership.&nbsp;</span></p> <p><span class="cls0">No person shall wear or exhibit the badge, button, emblem, decoration, insignia or charm or shall assume or use the name of any humane, fraternal or charitable corporation, incorporated under the laws of this or any other state or of the United States or shall assume or claim to be a member thereof, or of a humane, fraternal or charitable corporation, the name of which shall so nearly resemble the name of any other corporation existing prior to the organization of the corporation or association of which such person may claim to be a member, the name whereof may be calculated to deceive the people with respect to any such prior corporation, unless he shall be authorized under the laws, statutes, rules, regulations and bylaws of such former corporation, to wear such badge, button, emblem, decoration, insignia or charm, or to use and assume such name as a member thereof.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 13, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18586. Violation enjoined.&nbsp;</span></p> <p><span class="cls0">Whenever there shall be an actual or threatened violation of Sections 584 and 585 of this title, an application may be made to the court or judge having jurisdiction, to issue an injunction upon notice to the defendant of not less than five (5) days, for an injunction so restraining such actual or threatened violation, or if it shall appear to such court or justice that the defendant is in fact using the name of a humane, fraternal or charitable corporation, incorporated as aforesaid, or a name so nearly resembling it as to be calculated to deceive the public, or is wearing or exhibiting the badge, insignia or emblem of such corporation without authority thereof, and in violation of Sections 584 and 585 of this title, an injunction may be issued by said court or justice, enjoining or restraining such actual or threatened violation, without requiring proof that any person has in fact been misled or deceived thereby.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 14, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18587. Penalty.&nbsp;</span></p> <p><span class="cls0">Any person violating the provisions of Sections 1478 and 1479 of this article, shall be deemed guilty of a misdemeanor, and upon upon conviction thereof, shall be fined not exceeding Fifty Dollars ($50.00), or imprisoned in the county jail not exceeding thirty (30) days, or may be punished by both such fine and imprisonment.&nbsp;</span></p> <p class="cls1"><span class="cls0">R.L. 1910, &sect; 1481. &nbsp;</span></p> <p><span class="cls0">&sect;18588. Benevolent corporations may own real or personal property.&nbsp;</span></p> <p><span class="cls0">Any charitable corporation, including chartered fraternal, grand and subordinate lodges and societies, are hereby empowered to receive, either by way of gift, purchase, grant, devise or by will, real or personal property, and to hold the same, and to dispose of the same in the carrying out of the purposes of the corporation, society or lodge.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 15, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18589. Charter as benevolent corporation Trustees Bylaws.&nbsp;</span></p> <p><span class="cls0">Before being competent to so receive such property, such society shall obtain a charter as a charitable corporation in the manner provided by law from the Secretary of State, and elect trustees, who may be the same trustees already elected under their fraternal rules, and whose bylaws may, so far as they do not contravene the statute laws of the state, be substituted for the bylaws required to be adopted upon obtaining a charter.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 16, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18590. Community fund or chest corporations Notice of meetings Quorum.&nbsp;</span></p> <p><span class="cls0">Any corporation organized under the laws of this state as a community fund or community chest, or that may hereafter be so organized, may give notice of the time and place of any regular or special meeting of its members by publication for not less than two (2) weeks previous thereto in a newspaper of general circulation in the city or town where the principal office or place of business of the corporation is located. At any such regular or special meeting, the members present in person shall constitute a quorum, and a vote of a majority of such quorum shall be sufficient to transact any or all business properly before such meeting, including the adoption or amendment of bylaws.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1945, p. 48, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18591. Community fund or chest corporations Amendment of articles of incorporation.&nbsp;</span></p> <p><span class="cls0">Any community fund or community chest corporation organized under the laws of this state for which a charter has been issued may amend its articles of incorporation in any particular competent to have been embodied or inserted in the original articles of incorporation of such company, including any provision authorized by this act. In order to amend its articles of incorporation, it shall be necessary for such amendment to have been authorized at any regular meeting of its members, or at a special meeting of such members called for the purpose of making such amendment. When so authorized, new articles signed by the president and secretary of the corporation and entitled "Amended Articles of Incorporation" shall be filed with the Secretary of State, who upon the payment of the fees provided by Section 541, of Title 18, O.S. 1951, shall cause an amended charter to issue, signed by him as Secretary of State and attested by the seal of the state, for which date the amendment shall relate back and be considered a part of the original articles of incorporation to the same effect as if originally set forth therein.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1945, p. 48, &sect; 2. &nbsp;</span></p> <p><span class="cls0">&sect;18592. Fire departments for unincorporated areas Incorporation.&nbsp;</span></p> <p><span class="cls0">The authority of persons associated together to become incorporated as a charitable corporation for the purpose of providing either a volunteer or fulltime fire department for an unincorporated area or place is hereby ratified and confirmed. Such a corporate fire department shall have authority to provide fire protective service both to its members and to nonmembers, either within or without the unincorporated area wherein it is situated.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 17, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18593. Fire departments for unincorporated areas Service fees Insurance.&nbsp;</span></p> <p><span class="cls0">A. Any charitable corporation formed for the purpose of providing either a volunteer or a fulltime fire department, pursuant to Section 592 of this title, shall have authority to establish a reasonable schedule of fees to be charged for its services in extinguishing fires of its members and nonmembers who utilize such fire department to extinguish or control a fire either within or without the unincorporated area wherein it is situated. Such schedule of fees may contain one fee for members and another fee for nonmembers, except that no fee shall be established in excess of the approximate cost of providing the service. Any member or nonmember utilizing the services of such a fire department to extinguish or control a fire shall be liable to said corporation in the amount of the established fee. However, no fee shall be charged by a fire department for merely appearing at the scene of a controlled fire unless called by the person setting the fire or at such person's request. If it is necessary for suit to be brought for collection of such amount due, such liability shall include costs of suit and a reasonable attorney's fee.&nbsp;</span></p> <p><span class="cls0">B. If insurance coverage is provided for the fee specified in subsection A of this section or for the cost of providing the service rendered by the fire department and an insurer makes payment for the service it shall be the duty of the insured party or the responding fire department to notify the insurer of services rendered. The instrument of payment for the services of the fire department shall be made to the order of the responding fire department and the insured.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1957, p. 143, &sect; 2. Amended by Laws 1983, c. 100, &sect; 18, emerg. eff. May 9, 1983; Laws 1989, c. 172, &sect; 1, emerg. eff. May 8, 1989; Laws 1993, c. 8, &sect; 1, eff. Sept. 1, 1993.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18594. Fire departments for unincorporated areas Status as state agency Nonliability for tort.&nbsp;</span></p> <p><span class="cls0">Any charitable corporation formed in an unincorporated area for the purpose of providing either a volunteer or a fulltime fire department, such as is mentioned in Section 592 of this title, shall be considered an agency of the State of Oklahoma while actually performing the function of providing fire protective services either within or without the unincorporated area wherein it is situated, and while so engaged such corporation shall not be liable in tort for the acts of its members or its firemen.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1983, c. 100, &sect; 19, emerg. eff. May 9, 1983. &nbsp;</span></p> <p><span class="cls0">&sect;18601. Right of way Use of public ground, streets and highways Use of railroad property Interstate highway system.&nbsp;</span></p> <p><span class="cls0">(a) There is hereby granted to the owners of any telegraph or telephone lines operated in this state the rightofway over lands and real property in this state, and the right to use public grounds, streets, alleys and highways in this state, subject to control of the proper municipal authorities as to what grounds, streets, alleys or highways said lines shall run over or across, and the place the poles to support the wires are located; also the right to condemn and cross over or under, or build their lines along any railroad property or rightofway, subject to the necessary use of such property or rightofway by the railroad company; the rightofway over real property granted in this section may be acquired in the same manner and by like proceedings as provided for railroad corporations.&nbsp;</span></p> <p><span class="cls0">(b) Provided, however, the State Highway Commission, in the exercise of reasonable discretion, may prevent the installation of such facilities upon limited access highways which are a part of the National System of Interstate and Defense Highways, or such Commission may permit the installation of such facilities on such portion of Interstate and Defense Highways under such reasonable regulations as it may prescribe. Provided, further, nothing herein contained shall affect the right of the owners of telephone and telegraph lines to cross such Interstate and Defense Highways and to build their lines either aerial or underground along and upon any extension of said interstate and defense highways within urban areas in accordance with Federal Aid Regulations.&nbsp;</span></p> <p><span class="cls0">&sect;18671. Sharepurchase options or warrants and shares issued pursuant thereto.&nbsp;</span></p> <p><span class="cls0">Any option or warrant for the purchase of shares of any domestic corporation heretofore issued by such corporation, although not issued in connection with the allotment of shares or the issuance of bonds or other securities, and any share issued by such corporation pursuant to the exercise of such option or warrant is hereby validated if the issuance of such warrant or option was heretofore expressly authorized, or hereafter is ratified, by the holders of a majority of the shares of such corporation having voting power with respect thereto.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1961, p. 199, &sect; 1. &nbsp;</span></p> <p><span class="cls0">&sect;18-801. Short title.&nbsp;</span></p> <p><span class="cls0">This act is known and may be cited as the "Professional Entity Act".&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 204, &sect; 1, emerg. eff. July 26, 1961. Amended by Laws 1995, c. 339, &sect; 1, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18802. Statutory policy.&nbsp;</span></p> <p><span class="cls0">This act shall be so construed as to effectuate its general purpose of making available to professional persons the benefits of the corporate form for the business aspects of their practices while preserving the established professional aspects of the personal relationship between the professional person and those he serves.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1961, p. 204, &sect; 2. &nbsp;</span></p> <p><span class="cls0">&sect;18-803. Definitions.&nbsp;</span></p> <p><span class="cls0">A. As used in the Professional Entity Act, unless the context clearly indicates that a different meaning is intended:&nbsp;</span></p> <p><span class="cls0">1. "Associated act" means the Oklahoma General Corporation Act, in the case of a corporation; the Oklahoma Revised Uniform Limited Partnership Act, in the case of a limited partnership; or the Oklahoma Limited Liability Company Act, in the case of a limited liability company;&nbsp;</span></p> <p><span class="cls0">2. "Interest" means a share of stock in a corporation, a partnership interest in a limited partnership or a membership interest in a limited liability company;&nbsp;</span></p> <p><span class="cls0">3. "Owner" means a shareholder in the case of a corporation, a general or limited partner in the case of a limited partnership or a member in the case of a limited liability company;&nbsp;</span></p> <p><span class="cls0">4. "Manager" means a director or officer in the case of a corporation, a general partner in the case of a limited partnership or a manager in the case of a limited liability company;&nbsp;</span></p> <p><span class="cls0">5. "Professional entity" means a domestic corporation, limited partnership or limited liability company formed for the purpose of rendering professional service;&nbsp;</span></p> <p><span class="cls0">6. "Professional service" means the personal service rendered by:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through 524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of medicine,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of osteopathy,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic,&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine,&nbsp;</span></p> <p class="cls2"><span class="cls0">e.&nbsp;&nbsp;an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of optometry,&nbsp;</span></p> <p class="cls2"><span class="cls0">f.&nbsp;&nbsp;a veterinarian pursuant to a license under Sections 698.1 through 698.30b of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of veterinary medicine,&nbsp;</span></p> <p class="cls2"><span class="cls0">g.&nbsp;&nbsp;an architect pursuant to a license under Sections 46.1 through 46.41 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of architecture,&nbsp;</span></p> <p class="cls2"><span class="cls0">h.&nbsp;&nbsp;an attorney pursuant to his authority to practice law granted by the Supreme Court of the State of Oklahoma,&nbsp;</span></p> <p class="cls2"><span class="cls0">i.&nbsp;&nbsp;a dentist pursuant to a license under Sections 328.1 through 328.53 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry,&nbsp;</span></p> <p class="cls2"><span class="cls0">j.&nbsp;&nbsp;a certified public accountant or a public accountant pursuant to his or her authority to practice accounting under Sections 15.1 through 15.38 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of public accountancy,&nbsp;</span></p> <p class="cls2"><span class="cls0">k.&nbsp;&nbsp;a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of psychology,&nbsp;</span></p> <p class="cls2"><span class="cls0">l.&nbsp;&nbsp;a physical therapist pursuant to a license under Sections 887.1 through 887.18 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of physical therapy,&nbsp;</span></p> <p class="cls2"><span class="cls0">m.&nbsp;&nbsp;a registered nurse pursuant to a license under Sections 567.1 through 567.19 of Title 59 of the Oklahoma Statutes, and any other subsequent laws regulating the practice of nursing,&nbsp;</span></p> <p class="cls2"><span class="cls0">n.&nbsp;&nbsp;a professional engineer pursuant to a license under Sections 475.1 through 475.22a of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering,&nbsp;</span></p> <p class="cls2"><span class="cls0">o.&nbsp;&nbsp;a land surveyor pursuant to a license under Sections 475.1 through 475.22a of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying,&nbsp;</span></p> <p class="cls2"><span class="cls0">p.&nbsp;&nbsp;an occupational therapist pursuant to Sections 888.1 through 888.15 of Title 59 of the Oklahoma Statutes and any subsequent law regulating the practice of occupational therapy,&nbsp;</span></p> <p class="cls2"><span class="cls0">q.&nbsp;&nbsp;a speech pathologist or speech therapist pursuant to Sections 1601 through 1622 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of speech pathology,&nbsp;</span></p> <p class="cls2"><span class="cls0">r.&nbsp;&nbsp;an audiologist pursuant to Sections 1601 through 1622 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of audiology,&nbsp;</span></p> <p class="cls2"><span class="cls0">s.&nbsp;&nbsp;a registered pharmacist pursuant to Sections 353 through 366 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of pharmacy,&nbsp;</span></p> <p class="cls2"><span class="cls0">t.&nbsp;&nbsp;a licensed perfusionist pursuant to Sections 2051 through 2071 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of perfusionists,&nbsp;</span></p> <p class="cls2"><span class="cls0">u.&nbsp;&nbsp;a licensed professional counselor pursuant to Sections 1901 through 1920 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of professional counseling,&nbsp;</span></p> <p class="cls2"><span class="cls0">v.&nbsp;&nbsp;a licensed marital and family therapist pursuant to Sections 1925.1 through 1925.18 of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of marital and family therapy,&nbsp;</span></p> <p class="cls2"><span class="cls0">w.&nbsp;&nbsp;a dietitian licensed pursuant to Sections 1721 through 1739 of Title 59 of the Oklahoma Statutes and any subsequent laws regulating the practice of dietitians,&nbsp;</span></p> <p class="cls2"><span class="cls0">x.&nbsp;&nbsp;a social worker licensed pursuant to Sections 1250 through 1273 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of social work,&nbsp;</span></p> <p class="cls2"><span class="cls0">y.&nbsp;&nbsp;a licensed alcohol and drug counselor pursuant to Sections 1870 through 1885 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of alcohol and drug counseling, or&nbsp;</span></p> <p class="cls2"><span class="cls0">z.&nbsp;&nbsp;a licensed behavioral practitioner pursuant to Sections 1930 through 1949.1 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of behavioral health services;&nbsp;</span></p> <p><span class="cls0">7. "Related professional services" means those services which are combined for professional entity purposes as follows:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;any combination of the following professionals:&nbsp;</span></p> <p class="cls3"><span class="cls0">(1)&nbsp;&nbsp;a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through 524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of medicine,&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of osteopathy,&nbsp;</span></p> <p class="cls3"><span class="cls0">(3)&nbsp;&nbsp;a dentist pursuant to a license under Sections 328.1 through 328.53 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry,&nbsp;</span></p> <p class="cls3"><span class="cls0">(4)&nbsp;&nbsp;a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic,&nbsp;</span></p> <p class="cls3"><span class="cls0">(5)&nbsp;&nbsp;a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of psychology,&nbsp;</span></p> <p class="cls3"><span class="cls0">(6)&nbsp;&nbsp;an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of optometry,&nbsp;</span></p> <p class="cls3"><span class="cls0">(7)&nbsp;&nbsp;a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine,&nbsp;</span></p> <p class="cls3"><span class="cls0">(8)&nbsp;&nbsp;a dietitian licensed pursuant to Sections 1721 through 1739 of Title 59 of the Oklahoma Statutes and subsequent laws regulating the practice of dietitians, or&nbsp;</span></p> <p class="cls3"><span class="cls0">(9)&nbsp;&nbsp;an occupational therapist pursuant to Sections 888.1 through 888.15 of Title 59 of the Oklahoma Statutes and any subsequent law regulating the practice of occupational therapy, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;any combination of the following professions:&nbsp;</span></p> <p class="cls3"><span class="cls0">(1)&nbsp;&nbsp;an architect pursuant to a license under Sections 46.1 through 46.41 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of architecture,&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;a professional engineer pursuant to a license under Sections 475.1 through 475.22a of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering, or&nbsp;</span></p> <p class="cls3"><span class="cls0">(3)&nbsp;&nbsp;a land surveyor pursuant to a license under Sections 475.1 through 475.22a of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying;&nbsp;</span></p> <p><span class="cls0">8. "Regulating board" means the board which is charged with the licensing and regulation of the practice of the profession which the professional entity is organized to render;&nbsp;</span></p> <p><span class="cls0">9. "Individual", "incorporator" and "shareholder" each include the trustee of an express trust created by a person duly licensed to render a professional service who has the right to revoke said trust and who is serving as the trustee of said trust. Any certificate required by the Professional Entity Act to be issued to an individual incorporator or shareholder may be issued to the grantor on behalf of a trust. All references in the Professional Entity Act to death and incapacity of a shareholder shall include the death and incapacity of the grantor of a trust which own stock in a professional corporation;&nbsp;</span></p> <p><span class="cls0">10. "Incapacity" of a shareholder means a determination by a court of competent jurisdiction, or otherwise by two independent licensed physicians, that the share holder is fully incapacitated or is partially incapacitated to the extent that the shareholder is not capable of rendering the professional service for which the professional corporation was organized; and&nbsp;</span></p> <p><span class="cls0">11. "Other personal representative" includes the successor trustee of an express trust owning stock in a professional corporation, which trust was created by a person duly licensed to render the professional service for which the professional corporation was organized who has the right to revoke the trust and who is the original trustee of the trust.&nbsp;</span></p> <p><span class="cls0">B. The definitions of the applicable associated act shall apply to this act, unless the context clearly indicates that a different meaning is intended.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 204, &sect; 3, emerg. eff. July 26, 1961. Amended by Laws 1963, c. 342, &sect; 1, emerg. eff. June 24, 1963; Laws 1970, c. 95, &sect; 1, emerg. eff. March 30, 1970; Laws 1971, c. 164, &sect; 1, emerg. eff. May 25, 1971; Laws 1976, c. 27, &sect; 1; Laws 1981, c. 312, &sect; 1, eff. Oct. 1, 1981; Laws 1983, c. 4, &sect; 1, eff. Nov. 1, 1983; Laws 1986, c. 292, &sect; 147, eff. Nov. 1, 1986; Laws 1990, c. 328, &sect; 1, eff. Sept. 1, 1990; Laws 1993, c. 345, &sect; 1, eff. Sept. 1, 1993; Laws 1994, c. 216, &sect; 1, emerg. eff. May 20, 1994; Laws 1995, c. 339, &sect; 2, eff. Nov. 1, 1995; Laws 1996, c. 226, &sect; 22, eff. July 1, 1996; Laws 1998, c. 25, &sect; 1, eff. Nov. 1, 1998; Laws 2001, c. 307, &sect; 1, eff. Nov. 1, 2001; Laws 2003, c. 151, &sect; 1, eff. Nov. 1, 2003; Laws 2008, c. 109, &sect; 1, eff. Nov. 1, 2008; Laws 2012, c. 42, &sect; 1, eff. Nov. 1, 2012.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-804. Formation of professional entity.&nbsp;</span></p> <p><span class="cls0">A professional entity may be formed by filing the appropriate instrument required by the associated act with the Secretary of State. The individual or individuals forming the professional entity shall be duly licensed in accordance with the provisions of this state's licensing laws for the profession and in good standing within the profession to be practiced through the professional entity. Such instrument shall meet the requirements of the applicable associated act and shall also contain the following:&nbsp;</span></p> <p><span class="cls0">1. The profession or related professions to be practiced through the professional entity; and&nbsp;</span></p> <p><span class="cls0">2. A certificate by the regulating board of the profession or related professions involved that each of the persons who are to become owners or managers of the professional entity and who are to engage in the practice of the profession or related profession is duly licensed in accordance with the provisions of this state's licensing laws for the profession or related profession to practice such profession.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 205, &sect; 4, emerg. eff. July 26, 1961. Amended by Laws 1981, c. 312, &sect; 2, eff. Oct. 1, 1981; Laws 1986, c. 292, &sect; 148, eff. Nov. 1, 1986; Laws 1995, c. 339, &sect; 3, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-805. Applicability of associated acts.&nbsp;</span></p> <p><span class="cls0">The respective associated act shall be applicable to each professional entity, and each professional entity shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other similarly situated business entities, except where inconsistent with this act. This act shall take precedence in the event of any conflict with provisions of the applicable associated act or other laws.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 205, &sect; 5, emerg. eff. July 26, 1961. Amended by Laws 1986, c. 292, &sect; 149, eff. Nov. 1, 1986; Laws 1995, c. 339, &sect; 4, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-806. Purpose of formation of professional entity.&nbsp;</span></p> <p><span class="cls0">A professional entity may be formed for the purpose of rendering one specific type of professional service or related professional services and services ancillary thereto and shall not engage in any business other than rendering the professional service or services which it was organized to render and services ancillary thereto; provided, however, that a professional entity may own real and personal property necessary or appropriate for rendering the type of professional services it was organized to render and may invest its funds in real estate, mortgages, stocks, bonds and any other type of investments.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 205, &sect; 6, emerg. eff. July 26, 1961. Amended by Laws 1981, c. 312, &sect; 3, eff. Oct. 1, 1981; Laws 1995, c. 339, &sect; 5, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-807. Name of professional entity.&nbsp;</span></p> <p><span class="cls0">The name of every professional entity shall end with one or more of the words or abbreviations permitted in the applicable associated acts; provided, that such words or abbreviations shall be modified by the word "professional" or some abbreviation of the combination, with or without punctuation, including, without limitation: "P.C.", "P.L.P." or "P.L.L.C.". Provided further, each of the regulating boards may by rule adopt further requirements as to the names of professional entities organized to render professional services within the jurisdiction of such regulating board.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 205, &sect; 7, emerg. eff. July 26, 1961. Amended by Laws 1981, c. 312, &sect; 4, eff. Oct. 1, 1981; Laws 1995, c. 339, &sect; 6, eff. Nov. 1, 1995; Laws 1996, c. 69, &sect; 2, eff. Nov. 1, 1996; Laws 2001, c. 406, &sect; 8, emerg. eff. June 4, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-808. Office.&nbsp;</span></p> <p><span class="cls0">The principal office of the professional business entity shall be designated by street address in the formation instrument and shall not be changed without amendment of the formation instrument.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 205, &sect; 8, emerg. eff. July 26, 1961. Amended by Laws 1970, c. 95, &sect; 2, emerg. eff. March 30, 1970; Laws 1986, c. 292, &sect; 150, eff. Nov. 1, 1986; Laws 2001, c. 406, &sect; 9, emerg. eff. June 4, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-809. License requirement.&nbsp;</span></p> <p><span class="cls0">Except as provided in Section 815 of this title, no person shall hold an interest in a professional entity who is not duly licensed in accordance with the provisions of this state's licensing laws for the profession or related profession to render the same professional services or related professional services as those for which the entity is organized.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 206, &sect; 9, emerg. eff. July 26, 1961. Amended by Laws 1981, c. 312, &sect; 5, eff. Oct. 1, 1981; Laws 1993, c. 345, &sect; 2, eff. Sept. 1, 1993; Laws 1995, c. 339, &sect; 7, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-810. Managers and stockholders.&nbsp;</span></p> <p><span class="cls0">No person may be a manager of a professional entity who is not a person duly licensed in accordance with the provisions of this state's licensing laws for the profession or related profession to render the same professional services or related professional services as those for which the entity is formed. No person may be a shareholder of a professional corporation who is not an individual duly licensed to render the same professional services or related professional services as those for which the corporation is organized.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 206, &sect; 10, emerg. eff. July 26, 1961. Amended by Laws 1963, c. 281, &sect; 1; Laws 1971, c. 30, &sect; 1, emerg. eff. March 22, 1971; Laws 1979, c. 6, &sect; 1; Laws 1981, c. 312, &sect; 6, eff. Oct. 1, 1981; Laws 1993, c. 345, &sect; 3, eff. Sept. 1, 1993; Laws 1995, c. 339, &sect; 8, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-811. Professional services through owners, managers, employees and agents.&nbsp;</span></p> <p><span class="cls0">A professional entity may render professional services only through its owners, managers, employees and agents who are duly licensed in accordance with the provisions of this state's licensing laws to render professional services; provided, however, this provision shall not be interpreted to include in the term "employee", as used herein, clerks, secretaries, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license is required.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 206, &sect; 11, emerg. eff. July 26, 1961. Amended by Laws 1981, c. 312, &sect; 7, eff. Oct. 1, 1981; Laws 1995, c. 339, &sect; 9, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18812. Professional relationship preserved.&nbsp;</span></p> <p><span class="cls0">This act does not alter any law applicable to the relationship between a person rendering professional services and a person receiving such services, including liability arising out of such professional services.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1961, p. 206, &sect; 12. &nbsp;</span></p> <p><span class="cls0">&sect;18813. Professional regulation.&nbsp;</span></p> <p><span class="cls0">Subject to the provisions of Section 819 of this title, nothing in this act shall restrict or limit in any manner the authority and duty of the regulating boards for the licensing of individual persons rendering professional services or the practice of the profession which is within the jurisdiction of such regulating board, notwithstanding that such person is an owner, manager or employee of a professional entity and rendering such professional services or engaging in the practice of such profession through such professional entity.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 206, &sect; 13, emerg. eff. July 26, 1961. Amended by Laws 1995, c. 339, &sect; 10, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18814. Prohibited acts.&nbsp;</span></p> <p><span class="cls0">No professional entity may do any act which is prohibited to be done by individual persons licensed to practice a profession which the professional entity is organized to render.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 206, &sect; 14, emerg. eff. July 26, 1961. Amended by Laws 1981, c. 312, &sect; 8, eff. Oct. 1, 1981; Laws 1995, c. 339, &sect; 11, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-815. Death or disqualification of shareholders - Sole shareholder - Withdrawal.&nbsp;</span></p> <p><span class="cls0">A. 1. If the professional entity is a corporation, the certificate of incorporation, bylaws or other agreement may provide for the purchase or redemption of the shares of any shareholder upon the death, incapacity, disqualification or ending of employment of such shareholder. In the absence of a provision in the certificate of incorporation, or the bylaws, or other agreement, the professional corporation shall purchase the shares of a deceased shareholder, a shareholder who is incapacitated or who is no longer qualified to own shares in such corporation or a shareholder whose employment has ended, within ninety (90) days after such shareholder's death, incapacity or disqualification or ending of employment, as the case may be.&nbsp;</span></p> <p><span class="cls0">2. The price for such shares shall be the book value as of the end of the month immediately preceding such shareholder's death, incapacity, disqualification or ending of employment of the shareholder. Book value shall be determined from the books and records of the professional corporation in accordance with the regular method of accounting used by the corporation. If the corporation shall fail to purchase the shares by the end of the ninety day period, then the executor or administrator or other personal representative of the deceased, incapacitated or disqualified shareholder may bring an action in the district court of the county in which the principal office or place of practice of the professional corporation is located for the enforcement of this provision. If the plaintiff is successful in such action, he shall be entitled to recover the book value of the shares involved, a reasonable attorney's fee and costs. The professional corporation shall repurchase such shares without regard to restrictions upon the repurchase of shares provided for in the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">3. If there is only one shareholder of a professional corporation, and the shareholder dies or becomes incapacitated, the executor or administrator or other personal representative of the shareholder shall have the authority to sell the shares of capital stock owned by the shareholder to a qualified purchaser, or to cause a dissolution of the professional corporation as provided by law. The vesting of ownership of shares of stock in a professional corporation in the executor or administrator or other personal representative shall be solely for the purposes set forth above and shall not be deemed to contravene any other provisions of this act.&nbsp;</span></p> <p><span class="cls0">B. If the professional entity is a limited partnership or a limited liability company, an owner's disqualification shall be deemed a withdrawal, and the professional entity shall respond to the disqualification as it would any other withdrawal.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 206, &sect; 15, emerg. eff. July 26, 1961. Amended by Laws 1974, c. 52, &sect; 1; Laws 1986, c. 292, &sect; 151, eff. Nov. 1, 1986; Laws 1993, c. 345, &sect; 4, eff. Sept. 1, 1993; Laws 1995, c. 339, &sect; 12, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18817. Prior corporation.&nbsp;</span></p> <p><span class="cls0">This act shall not apply to any persons within this state who prior to the passage of this act were permitted to organize a corporation and perform professional services by the means of such corporation, and this act shall not apply to any corporation organized by such persons prior to the passage of this act; provided, however, any such persons or any such corporation may bring themselves and such corporation within the provisions of this act by amending the certificate of incorporation in such a manner so as to be consistent with all of the provisions of this act and by affirmatively stating in the amended certificate of incorporation that the shareholders have elected to bring the corporation within the provisions of this act.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1986, c. 292, &sect; 152, eff. Nov. 1, 1986. &nbsp;</span></p> <p><span class="cls0">&sect;18818. Certificates.&nbsp;</span></p> <p><span class="cls0">The regulating boards of the respective professions described in Section 803 of this title are hereby authorized and directed to issue the certificates required by Section 804 of this title upon receipt of an affidavit or other instrument reciting the names and addresses of the prospective owners and managers. The regulating boards may charge and collect a reasonable fee for such issuance. The fee shall be deposited and expended as provided by law for other fees collected by each respective regulating board.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 207, &sect; 18, emerg. eff. July 26, 1961. Amended by Laws 1988, c. 323, &sect; 3, eff. Nov. 1, 1988; Laws 1995, c. 339, &sect; 13, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-819. Inapplicability of conflicting laws and rules.&nbsp;</span></p> <p><span class="cls0">All laws and rules and parts of laws and rules in conflict with any of the provisions of this act or otherwise restricting the forms of organization available to persons providing professional services shall be inapplicable to professional entities formed under this act; provided, however, that nothing in this act shall be construed to supersede the provisions of 59 O.S. 1951, Sections 581 through 592, both inclusive, Sections 601 through 606, both inclusive, or Sections 941 through 947, of Title 59 of the Oklahoma Statutes, both inclusive, as amended. In the event of the conflict of any of the provisions of this act with any of the above cited sections, then cited sections shall take precedence over this act and this act shall be construed accordingly.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1961, p. 207, &sect; 20, emerg. eff. July 26, 1961. Amended by Laws 1995, c. 339, &sect; 14, eff. Nov. 1, 1995.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18863. Nonprofit corporations for creating rural water and sewer districts Exemption from taxation and assessments.&nbsp;</span></p> <p><span class="cls0">A corporation organized not for profit pursuant to the provisions of the Oklahoma General Corporation Act for the purpose of developing and providing rural water supply and sewage disposal facilities to serve rural residents shall be exempt from all excise taxes of whatsoever nature, and shall be exempt from payment of assessments in any general or special taxing district levied upon the property of said corporation, whether real, personal or mixed; such exemption shall include, but not be limited to, franchise taxes, assessments or fees levied by any county or municipality for inspections of the facilities of the corporation which were not requested by the corporation. Said corporations shall have the right of eminent domain in the same manner and according to the procedures provided for in Sections 51 through 65 of Title 66 of the Oklahoma Statutes, provided, that the use of said eminent domain provisions shall be restricted to the purpose of developing and providing rural gas distribution, water supply and sewage disposal facilities. Provided, however, no personal or real property, easement or rightofway of any utility may be acquired by eminent domain.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1970, c. 328, &sect; 1, emerg. eff. April 28, 1970. Amended by Laws 1986, c. 53, &sect; 1, eff. Nov. 1, 1986; Laws 1986, c. 292, &sect; 153, eff. Nov. 1, 1986; Laws 1987, c. 124, &sect; 1; Laws 1998, c. 283, &sect; 1, emerg. eff. May 27, 1998.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18865. Liability of directors Findings of Legislature.&nbsp;</span></p> <p><span class="cls0">The Legislature finds that nonprofit corporations serve important functions in providing services and assistance to persons in the state and that in order for these nonprofit corporations to function effectively, persons serving on the board of directors should not be subject to vicarious liability for the negligence of corporate employees or other directors. The Legislature finds that potential exposure to vicarious liability has a detrimental effect on the participation of persons as directors of nonprofit corporations and that providing immunity to directors of such corporations for certain types of liability will promote the general health, safety and welfare of citizens in the state.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 195, &sect; 1, eff. Nov. 1, 1986. &nbsp;</span></p> <p><span class="cls0">&sect;18-866. Immunity of directors - Scope and extent.&nbsp;</span></p> <p><span class="cls0">A. Except as otherwise provided by this section, no member of the board of directors of a nonprofit corporation that holds a valid exemption from federal income taxation issued pursuant to Section 501(a) of the Internal Revenue Code (26 U.S.C. Section 501(a)) or Section 528 of the Internal Revenue Code (26 U.S.C. Section 528) and is listed as an exempt organization in Section 501(c) of the Internal Revenue Code (26 U.S.C. Section 501(c)) or files as such pursuant to Section 528 of the Internal Revenue Code shall be held personally liable for damages resulting from:&nbsp;</span></p> <p><span class="cls0">1. any negligent act or omission of an employee of the nonprofit corporation; or&nbsp;</span></p> <p><span class="cls0">2. any negligent act or omission of another director.&nbsp;</span></p> <p><span class="cls0">B. The immunity provided by subsection A of this section shall not extend to intentional torts or grossly negligent acts or omissions personal to any director of the nonprofit corporation.&nbsp;</span></p> <p><span class="cls0">C. If a nonprofit corporation transfers assets to a member of the board of directors of such corporation or to another nonprofit corporation in order to avoid claims against corporate assets resulting from a judgment rendered as a result of a suit to recover damages for the negligence of the corporation, a corporate employee or a director, the director to whom the asset is transferred or any director of the corporation from which assets are transferred to avoid such claims may be held personally liable for any such judgment rendered and the immunity provided by this section shall be of no force or effect.&nbsp;</span></p> <p><span class="cls0">D. The provisions of this section shall only apply to suits for recovery of damages based upon causes of action that accrue on or after the effective date of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 195, &sect; 2, eff. Nov. 1, 1986. Amended by Laws 1988, c. 125, &sect; 1, emerg. eff. April 8, 1988; Laws 2004, c. 255, &sect; 1, eff. Nov. 1, 2004.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18867. Director Breach of fiduciary duty Liability.&nbsp;</span></p> <p><span class="cls0">In addition to the immunity provisions of Section 866 of Title 18 of the Oklahoma Statutes, no member of the board of directors of a nonprofit corporation shall be personally liable to the corporation, or members thereof, for monetary damages for breach of fiduciary duty as a director, provided that such immunity from liability shall not extend to:&nbsp;</span></p> <p><span class="cls0">1. any breach of the director's duty of loyalty to the corporation; or&nbsp;</span></p> <p><span class="cls0">2. any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; or&nbsp;</span></p> <p><span class="cls0">3. any transaction from which the director derived an improper personal benefit.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1987, c. 166, &sect; 1, eff. Nov. 1, 1987. &nbsp;</span></p> <p><span class="cls0">&sect;18-868. Nonprofit corporations for benefit of towns, cities and counties - Issuance of indebtedness - Exemption from taxation.&nbsp;</span></p> <p><span class="cls0">A. A corporation organized not for profit pursuant to the provisions of the Oklahoma General Corporation Act and that holds a valid exemption from federal income taxation issued pursuant to Section 501(a) of the Internal Revenue Code (26 U.S.C. Section 501(a)) and is listed as an exempt organization in Section 501(c) of the Internal Revenue Code (26 U.S.C. Section 501(c)) is hereby authorized to issue indebtedness for the purpose of providing funds for the benefit of and on behalf of Oklahoma educational institutions, towns, cities and counties and their citizens throughout the state and to issue such indebtedness on a tax-exempt or taxable basis, as applicable under the Internal Revenue Code (26 U.S.C. Section 1, et seq.) as amended. Such not for profit corporations shall not be subject to the provisions of Sections 695.7, 695.8 and 695.9 of Title 62 of the Oklahoma Statutes, or similar laws thereto.&nbsp;</span></p> <p><span class="cls0">B. The interest on any indebtedness or obligations issued by any public trust or other entity authorized to issue obligations on which the interest thereon is exempt from federal income taxation and whose purpose includes providing safe, decent and affordable single family or multifamily housing, shall not be subject to taxation by the State of Oklahoma or by any county, municipality, or political subdivision therein when such indebtedness or obligation is issued to provide decent and affordable single family or multifamily housing.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1998, c. 283, &sect; 2, emerg. eff. May 27, 1998. Amended by Laws 1998, c. 400, &sect; 6, emerg. eff. June 10, 1998; Laws 2000, c. 351, &sect; 13, eff. July 1, 2001.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18901. Short title.&nbsp;</span></p> <p><span class="cls0">This act shall be known and may be cited as the "Oklahoma Business Development Corporation Act".&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 1, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18902. Definitions.&nbsp;</span></p> <p><span class="cls0">As used in this act, unless a different meaning is required by the context, the following words and phrases shall have the following meanings:&nbsp;</span></p> <p><span class="cls0">(1) "Corporation" means the Oklahoma Business Development Corporation created under the provisions of this act.&nbsp;</span></p> <p><span class="cls0">(2) "Financial institution" means any bank, trust company, savings and loan association, insurance company, or other institution engaged in lending or investing funds.&nbsp;</span></p> <p><span class="cls0">(3) "Member" means any financial institution which shall undertake to lend money to a corporation created under the provisions of this act.&nbsp;</span></p> <p><span class="cls0">(4) "Board of directors" means the board of directors of a corporation created under this act.&nbsp;</span></p> <p><span class="cls0">(5) "Loan limit" for any member means the maximum amount permitted to be outstanding at one time on loans made by such member to a corporation as determined under the provisions of this act.&nbsp;</span></p> <p><span class="cls0">(6) "Shareholder" means the holder of record of shares in the corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 2, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18903. Organization Purpose.&nbsp;</span></p> <p><span class="cls0">A business development corporation may be incorporated in this state pursuant to the provisions of this act and all the provisions of the Oklahoma General Corporation Act not in conflict with or inconsistent with the provisions of this act shall apply to such corporation except as hereinafter otherwise provided.&nbsp;</span></p> <p><span class="cls0">Ten or more persons, a majority of whom shall be residents of this state, who desire to create a business development corporation under the provisions of this act, shall by certificate of incorporation filed with the Secretary of State, under their hands and seal, set forth:&nbsp;</span></p> <p><span class="cls0">(1) The name of the corporation, which shall include the words "Oklahoma Business Development Corporation".&nbsp;</span></p> <p><span class="cls0">(2) The location of the principal office of the corporation, but such corporation may have offices in such other places within the state as may be fixed by the board of directors.&nbsp;</span></p> <p><span class="cls0">(3) The purpose for which the corporation is founded, which shall include the following:&nbsp;</span></p> <p><span class="cls0">The purposes of the corporation shall be to promote, stimulate, develop and advance to business prosperity and economic welfare of the State of Oklahoma and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this state and to improve and assist existing business and industry, and so to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state and provide maximum opportunities for employment; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1986, c. 292, &sect; 154, eff. Nov. 1, 1986. &nbsp;</span></p> <p><span class="cls0">&sect;18904. Powers.&nbsp;</span></p> <p><span class="cls0">To accomplish its purposes, the corporation shall, subject to the restrictions and limitations herein contained, have the following powers:&nbsp;</span></p> <p><span class="cls0">(1) To elect, appoint, and employ officers, agents and employees and to make contracts and incur liabilities for any of the purposes of the corporation.&nbsp;</span></p> <p><span class="cls0">(2) To borrow money from its members, any agency or governmental entity of the Federal Government or the State of Oklahoma or any agency or department thereof or any other corporation or person, for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidence of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval.&nbsp;</span></p> <p><span class="cls0">(3) To make loans to any person, firm, corporation, association or trust, and to establish and regulate the terms and conditions with respect to any such loans, provided however, that the corporation shall not approve any application for a loan unless and until the person applying for said loan shall show that he has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.&nbsp;</span></p> <p><span class="cls0">(4) To mortgage, hold, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, jointstock company, association or trust, and allow the owner or holder thereof to exercise all the rights, powers and privileges of ownership, including the right to vote thereon. In the event of default, the Business Development Corporation must divest itself of the acquired assets within a reasonable period of time.&nbsp;</span></p> <p><span class="cls0">(5) To cooperate with and avail itself of the facilities of the United States Department of Commerce, the Oklahoma Parks and Industries Board and any other similar state or federal governmental agency; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof.&nbsp;</span></p> <p><span class="cls0">(6) To do all acts and things necessary or convenient to carry out the powers expressly granted in this act.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 4, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18905. Limitation on amount of capital stock acquired by member Minimum capital stock.&nbsp;</span></p> <p><span class="cls0">(1) Notwithstanding any other provision of law, any person, corporation, public utility, financial institution, or labor union, may acquire, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, notes, debentures, securities, or other evidences of indebtedness, or the shares of capital stock of a corporation created hereunder; provided that the amount of capital stock which may be acquired by any member of such corporation shall not exceed ten percent (10%) of the loan limit of such member.&nbsp;</span></p> <p><span class="cls0">(2) The capital stock of any such corporation shall be not less than Two Hundred Fifty Thousand Dollars ($250,000.00) to be evidenced by two thousand five hundred (2,500) shares, having a par value of One Hundred Dollars ($100.00) each, at least ten percent (10%) of the capital stock of any such corporation shall be paid into the treasury before it is authorized to transact any business other than such as relates to its organization.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 5, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18906. Members Acceptance of loans.&nbsp;</span></p> <p><span class="cls0">(1) All financial institutions as defined herein are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein.&nbsp;</span></p> <p><span class="cls0">(2) Any financial institution may request membership in the coporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by the board.&nbsp;</span></p> <p><span class="cls0">(3) Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:&nbsp;</span></p> <p class="cls4"><span class="cls0">(a) All loan limits shall be established at the thousanddollar amount nearest to the amount computed in accordance with the provisions of this section.&nbsp;</span></p> <p class="cls4"><span class="cls0">(b) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed ten times the amount then paid in an outstanding capital stock, reserves or earned surplus of the corporation.&nbsp;</span></p> <p class="cls4"><span class="cls0">(c) The total amount outstanding at any one time on loans to a development corporation made by any member shall not exceed: (i) twenty percent (20%) of the total amount then outstanding on loans to such development corporation by all members thereof, (ii) the following limit, to be determined as of the time such member becomes a member, on the basis of figures contained in the most recent yearend statement prior to its application for membership; three percent (3%) of the capital and permanent surplus of banks, trust companies; three percent (3%) of the total reserve and surplus accounts of a savings and loan association; one percent (1%) of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; one percent (1%) of the unassigned surplus of mutual insurance companies, except fire insurance companies; onetenth of one percent (1/10 of 1%) of the assets of fire insurance companies; comparable limits for other financial institutions as established by the board of directors of the development corporation. All loan limits shall be recomputed as of the first day of January of each evennumbered year, but no member's loan limit shall be increased as the result of such recomputation without the consent of such member.&nbsp;</span></p> <p class="cls4"><span class="cls0">(d) Each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call.&nbsp;</span></p> <p class="cls4"><span class="cls0">(e) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, or other evidence of indebtedness of the corporation, which shall be freely negotiable at all times, and which shall bear interest at a rate of not less than onehalf of one percent (1/2 of 1%) in excess of the rate of interest determined by the board of directors at the date of issuance to be the prime rate prevailing on unsecured commercial loans.&nbsp;</span></p> <p class="cls4"><span class="cls0">(f) Membership in the corporation shall be for the duration of the corporation provided that: (i) upon written notice given to the corporation one (1) year in advance, a member may withdraw from membership in the corporation at the expiration date of such notice, (ii) a member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to the receipt of notice of the withdrawal of said member.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 6, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18907. Board of directors.&nbsp;</span></p> <p><span class="cls0">The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three with a minimum of fifteen and a maximum of twentyone. Twothirds of the directors shall be elected by the members, and onethird shall be elected by the stockholders. Onethird of the original board shall be elected for a term of one (1) year, onethird for a term of two (2) years, and onethird for a term of three (3) years; all directors subsequently elected shall serve for a term of three (3) years. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 7, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18908. Voting rights.&nbsp;</span></p> <p><span class="cls0">Each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held, and each member shall be entitled to one vote, in person or by proxy, for each One Thousand Dollars ($1,000.00) of the outstanding loan limit of each member.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 8, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18909. Retention of certain earnings.&nbsp;</span></p> <p><span class="cls0">Each year the corporation shall set apart as earned surplus not less than ten percent (10%) of its net earnings for the preceding fiscal year until such surplus shall be equal in value to onehalf of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus so established shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 9, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18910. Deposit of funds.&nbsp;</span></p> <p><span class="cls0">No corporation organized under the provisions of this act shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 10, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18911. Amendment of articles of incorporation.&nbsp;</span></p> <p><span class="cls0">No amendment to the certificate of incorporation shall be made which increases the obligation of a member to make loans to the corporation or which makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan made by a member to the corporation or which affects the right of a member to withdraw from membership or the voting rights of such member, without the consent of each member who would be affected by such amendment.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1986, c. 292, &sect; 155, eff. Nov. 1, 1986. &nbsp;</span></p> <p><span class="cls0">&sect;18912. Audits and reports.&nbsp;</span></p> <p><span class="cls0">Such corporation shall be subject to an annual examination and audit by one or more certified public accountants to be selected by the board of directors, sufficient to reflect the result of the operations during and the condition of the corporation at the end of the fiscal year. A report of such examination, audit and condition of such corporation shall be made in writing to each of the members and stockholders of such corporation on or before the one hundred twentieth day of each succeeding fiscal year of said corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1970, c. 187, &sect; 12, emerg. eff. April 13, 1970. &nbsp;</span></p> <p><span class="cls0">&sect;18951. Prohibition on forming Exceptions.&nbsp;</span></p> <p><span class="cls0">A. It is hereby declared to be the public policy of this state and shall be the prohibition of this act that, notwithstanding the provisions of Section 5 of this act, no foreign corporation shall be formed or licensed under the Oklahoma General Corporation Act for the purpose of engaging in farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching. A domestic corporation may, however, be formed under the Oklahoma General Corporation Act to engage in such activity if the following requirements are met by that domestic corporation:&nbsp;</span></p> <p><span class="cls0">1. There shall be no shareholders other than (a) natural persons; (b) estates; (c) trustees of trusts for the benefit of natural persons, if such trustees are either (i) natural persons or (ii) banks or trust companies which either have their principal place of business in Oklahoma or are organized under the laws of the State of Oklahoma; or (d) corporations owned by no shareholders other than those described in paragraph 1 (a), (b) or (c) of this section and meeting the requirements of paragraph 3 of this section.&nbsp;</span></p> <p><span class="cls0">&nbsp;&nbsp;2. Not more than thirtyfive percent (35%) of the corporation's annual gross receipts shall be from any source other than (a) farming or ranching or both, as the case may be, or (b) allowing others to extract from the corporate lands any minerals underlying the same, including, but not limited to, oil and gas. Provided, however, in the event a corporation does not comply with the thirtyfive percent (35%) annual gross receipt test, then, in that event the corporation may furnish records of its gross receipts for each of the previous five (5) years, or for each year that it has been in existence if less than five (5) years, and the average of said annual gross receipts shall be used in lieu of the corporation's annual gross receipts for purposes of complying with this section.&nbsp;</span></p> <p><span class="cls0">3. Except as otherwise provided in this paragraph, there shall not be more than ten shareholders unless said shareholders in excess of ten are related as lineal descendants or are or have been related by marriage to lineal descendants or persons related to lineal descendants by adoption or any combination of same. For a corporation incorporated for the purpose of breeding horses, there shall not be more than twenty-five shareholders.&nbsp;</span></p> <p><span class="cls0">4. Certificates of incorporation for domestic corporations which intend to engage in farming or ranching or owning or leasing any interest in land to be used in the business of farming or ranching shall initially be approved by the State Board of Agriculture concerning the purpose prior to filing in the office of the Secretary of State. No stated purpose is to be disapproved by the Board of Agriculture unless such stated purpose violates existing civil or criminal code.&nbsp;</span></p> <p><span class="cls0">B. The Secretary of State shall provide the State Department of Agriculture a list of corporations registering in the state that list farming or ranching or owning or leasing any interest in land to be used in the business of farming or ranching at least weekly.&nbsp;</span></p> <p><span class="cls0">Amended by Laws 1986, c. 292, &sect; 156, eff. Nov. 1, 1986; Laws 1991, c. 38, &sect; 2, emerg. eff. April 3, 1991.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18952. Revocation of license Vacation of franchise Penalties.&nbsp;</span></p> <p><span class="cls0">A. Any license issued after June 1, 1971, under the Oklahoma Business Corporation Act to a foreign corporation for the purpose of engaging in farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching shall be revoked within five (5) years of the effective date of this act.&nbsp;</span></p> <p><span class="cls0">B. The corporate franchise of any existing domestic corporation formed under the Oklahoma Business Corporation Act after June 1, 1971, for the purpose of engaging in farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching shall be vacated within five (5) years of the effective date of this act unless its articles of incorporation comply with Section 951 of this title.&nbsp;</span></p> <p><span class="cls0">C. The corporate franchise of any domestic corporation governed by the Oklahoma General Corporation Act formed for the purpose of farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching and permitted to engage in such activity under this act shall be vacated promptly in the manner prescribed by Section 104 of this act, if the corporation has persistently violated the provisions of subsection A of Section 951 of this title.&nbsp;</span></p> <p><span class="cls0">D. The State Board of Agriculture shall initiate and prosecute civil or criminal actions and proceedings when deemed necessary to enforce or carry out any of the provisions of this code.&nbsp;</span></p> <p><span class="cls0">E. This act shall not require any foreign or domestic corporation to dispose of any property acquired on or before June 1, 1971.&nbsp;</span></p> <p><span class="cls0">F. Any farming or ranching corporation which violates the provisions of Section 951 of this title shall be fined an amount not to exceed Five Hundred Dollars ($500.00). Any other person, corporation or entity who knowingly violates such section shall be deemed guilty of a misdemeanor.&nbsp;</span></p> <p class="cls1"><span class="cls0">Amended by Laws 1986, c. 292, &sect; 157, eff. Nov. 1, 1986. &nbsp;</span></p> <p><span class="cls0">&sect;18-953. Actions for divestment of interest in land held by corporation - Exemptions - Dissolution of corporation.&nbsp;</span></p> <p><span class="cls0">A. No corporation organized for a purpose other than farming or ranching shall own, lease or hold, directly or indirectly, agricultural lands in excess of that amount reasonably necessary to carry out its business purpose.&nbsp;</span></p> <p><span class="cls0">B. Any resident of the county in which the land is situated, who is of legal age, may initiate an action for the divestment of an interest in land held by a corporation in violation of the provisions of Sections 951 through 954 of this title, in the county in which the land is situated. If such action is successful all costs of the action shall be assessed against the defendant corporation, and a reasonable attorney's fee shall be allowed the plaintiff. Should judgment be rendered for the defendant, such costs and a reasonable attorney's fee for the defendant shall be paid by the plaintiff.&nbsp;</span></p> <p><span class="cls0">C. In the event an action for the divestment of an interest in land held by a corporation in violation of the provisions of Sections 951 through 954 of this title is successful against said corporation, said corporation shall be required to dispose of said land within such reasonable period of time as may be ordered by the court, subject to the corporation's right of appeal. Except as otherwise provided by Section 954 of this title, the provisions of Sections 951 through 954 of this title shall not apply to corporations engaging in food canning operations, food processing or frozen food processing insofar as such corporations engage in the raising of food products for aforesaid purposes.&nbsp;</span></p> <p><span class="cls0">D. Upon the petition to a court of competent jurisdiction by shareholders holding twenty-five percent (25%) or more of the shares in a farming or ranching business corporation the court in its discretion, for good cause shown, may order the corporation dissolved and the assets of such corporation divided in kind pro rata to the shareholders or liquidated and the proceeds of such liquidation divided pro rata to the shareholders all according to the procedures specified for the dissolution and liquidation of business corporations under the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">Laws 1971, c. 310, &sect; 3, emerg. eff. June 24, 1971; Laws 1978, c. 101, &sect; 1, emerg. eff. March 29, 1978; Laws 1986, c. 292, &sect; 158, eff. Nov. 1, 1986; Laws 1994, c. 61, &sect; 1, emerg. eff. April 15, 1994.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-954. Exemptions.&nbsp;</span></p> <p><span class="cls0">The provisions of Section 951 et seq. of this title shall not apply where a corporation, either domestic or foreign:&nbsp;</span></p> <p><span class="cls0">1. Engages in research and/or feeding arrangements or operations concerned with the feeding of livestock or poultry, but only to the extent of such research and/or feeding arrangements or such livestock or poultry operations;&nbsp;</span></p> <p><span class="cls0">2. Engages in operations concerned with the production and raising of livestock or poultry for sale or use as breeding stock and including only directly related operations, such as breeding or feeding livestock or poultry which are not selected or sold as breeding stock;&nbsp;</span></p> <p><span class="cls0">3. Engages in swine operations, including only directly related operations, such as facilities for the production of breeding stock, feed mills, processing facilities, and providing supervisory, technical and other assistance to any other persons performing such services on behalf of the corporation;&nbsp;</span></p> <p><span class="cls0">4. Engages in poultry operations, including only directly related operations, such as operating hatcheries, facilities for the production of breeding stock, feed mills, processing facilities, and providing supervisory, technical and other assistance to any other persons performing such services on behalf of the corporation to the extent of such operations in this state by the corporation on the effective date of this act;&nbsp;</span></p> <p><span class="cls0">5. Engages in forestry as defined by Section 14 of Title 2 of the Oklahoma Statutes;&nbsp;</span></p> <p><span class="cls0">6. Whose corporate purpose is charitable or eleemosynary; or&nbsp;</span></p> <p><span class="cls0">7. Presently engages in fluid milk processing within the State of Oklahoma or leases to a fluid milk processor so engaged; provided, this exception is limited to such dairy operations as are necessary to meet such processor's needs.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1971, c. 310, &sect; 4, emerg. eff. June 24, 1971. Amended by Laws 1988, c. 323, &sect; 32, eff. Nov. 1, 1988; Laws 1991, c. 38, &sect; 1, emerg. eff. April 3, 1991; Laws 1994, c. 61, &sect; 2, emerg. eff. April 15, 1994; Laws 2002, c. 94, &sect; 1, emerg. eff. April 17, 2002.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-954.1. Application of Sections 951 through 956 - Production of nursery stock.&nbsp;</span></p> <p><span class="cls0">The provisions of Sections 951 through 956 of Title 18 of the Oklahoma Statutes shall not apply if a corporation, partnership, limited liability company, or other legal entity, either domestic or foreign engages in the production of nursery stock, as defined in Section 3-11 of Title 2 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2000, c. 196, &sect; 1, eff. Nov. 1, 2000.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18955. Limitations on ownership Exceptions.&nbsp;</span></p> <p><span class="cls0">A. No person, corporation, association or any other entity shall engage in farming or ranching, or own or lease any interest in land to be used in the business of farming or ranching, except the following:&nbsp;</span></p> <p><span class="cls0">1. Natural persons and the estates of such persons;&nbsp;</span></p> <p><span class="cls0">2. Trustees of trusts; provided that:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;each beneficiary shall be a person or entity enumerated in paragraphs 1 through 5 of this subsection, and&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;there shall not be more than ten beneficiaries unless the beneficiaries in excess of ten are related as lineal descendants or are or have been related by marriage or adoption to lineal descendants, and&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;at least sixtyfive percent (65%) of the trust's annual gross receipts shall be derived from farming or ranching, or from allowing others to extract minerals underlying lands held by the trust. If the trust cannot comply with the annual gross receipts test, the trust may furnish records of its gross receipts for each of the previous five (5) years, or for each year that it has been in existence if less than five (5) years, and the average of such annual gross receipts may be used for purposes of complying with this section;&nbsp;</span></p> <p><span class="cls0">3. Corporations, as provided for in Sections 951 through 954 of this title, or as otherwise permitted by law;&nbsp;</span></p> <p><span class="cls0">4. Partnerships and limited partnerships; provided that:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;each partner shall be a person or entity enumerated in paragraphs 1 through 5 of this subsection, and&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;there shall not be more than ten partners unless said partners in excess of ten are related as lineal descendants or are or have been related by marriage or adoption to lineal descendants, and&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;at least sixtyfive percent (65%) of the partnership's annual gross receipts shall be derived from farming or ranching, or from allowing others to extract minerals underlying lands held by the partnership. If the partnership cannot comply with the annual gross receipts test, the partnership may furnish records of its gross receipts for each of the previous five (5) years, or for each year that it has been in existence if less than five (5) years, and the average of such annual gross receipts may be used for purposes of complying with this section;&nbsp;</span></p> <p><span class="cls0">5. Limited liability companies formed pursuant to the Oklahoma Limited Liability Company Act; provided that:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;each member shall be a person or entity enumerated in paragraphs 1 through 5 of this subsection, and&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;there shall not be more than thirty members unless said members in excess of thirty are related as lineal descendants or are or have been related by marriage or adoption to lineal descendants, and&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;at least sixty-five percent (65%) of the limited liability company's annual gross receipts shall be derived from farming or ranching, or from allowing others to extract minerals underlying lands held by the limited liability company. If the limited liability company cannot comply with the annual gross receipts test, the limited liability company may furnish records of its gross receipts for each of the previous five (5) years, or for each year that it has been in existence if less than five (5) years, and the average of such annual gross receipts may be used for purposes of complying with this section.&nbsp;</span></p> <p><span class="cls0">B. Any farming or ranching corporation, trust, partnership, limited partnership, limited liability company or other entity which violates any provisions of this section shall be fined an amount not to exceed Five Hundred Dollars ($500.00). Any other person or entity who knowingly violates this section shall be deemed guilty of a misdemeanor.&nbsp;</span></p> <p><span class="cls0">C. The provisions of this act shall not apply to interests in land acquired prior to June 1, 1978.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1978, c. 169, &sect; 1, emerg. eff. April 10, 1978. Amended by Laws 1993, c. 366, &sect; 1, eff. Sept. 1, 1993; Laws 1994, c. 2, &sect; 6, emerg. eff. March 2, 1994; Laws 2001, c. 208, &sect; 6, emerg. eff. May 14, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 1993, c. 37, &sect; 1 repealed by Laws 1994, c. 2, &sect; 34, emerg. eff. March 2, 1994.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18956. Action for divestment Cost Attorney fees.&nbsp;</span></p> <p><span class="cls0">A. Any resident of the county in which the land is situated, who is of legal age, may initiate an action in the district court in the county wherein the land is situated for the divestment of an interest in land held in violation of Section 1 of this act. If such action is successful, all costs of the action shall be assessed against the defendant and a reasonable attorney fee shall be allowed the plaintiff, and, should judgment be rendered for the defendant, such costs and a reasonable attorney fee for the defendant shall be paid by the plaintiff.&nbsp;</span></p> <p><span class="cls0">B. In the event an action for the divestment of an interest in land held in violation of Section 1 of this act is successful, the defendant shall be required to dispose of said land within such reasonable period of time as may be ordered by the court, subject to the right of appeal of said defendant.&nbsp;</span></p> <p class="cls1"><span class="cls0">Laws 1978, c. 169, &sect; 2, emerg. eff. April 10, 1978. &nbsp;</span></p> <p><span class="cls0">&sect;181001. Short title.&nbsp;</span></p> <p class="cls6"><span class="cls0">SHORT TITLE&nbsp;</span></p> <p><span class="cls0">Sections 1001 through 1144 of this title and Sections 18 and 25 through 27 of this act shall be known and may be cited as the "Oklahoma General Corporation Act". Section captions are part of the Oklahoma General Corporation Act.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 1, eff. Nov. 1, 1986. Amended by Laws 1987, c. 31, &sect; 1, eff. Nov. 1, 1987; Laws 1988, c. 323, &sect; 4, eff. Nov. 1, 1988.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181002. Scope of Act.&nbsp;</span></p> <p class="cls6"><span class="cls0">SCOPE OF ACT&nbsp;</span></p> <p><span class="cls0">A. The provisions of the Oklahoma General Corporation Act shall be applicable to every corporation, whether profit or not for profit, stock or nonstock, existing as of the effective date of this act or thereafter formed or qualified to transact business in this state, and to all securities thereof, except to the extent that:&nbsp;</span></p> <p><span class="cls0">1. any such corporation is expressly excluded from the operation of the Oklahoma General Corporation Act or portions thereof; or&nbsp;</span></p> <p><span class="cls0">2. special provisions concerning any such corporation conflict with the provisions of the Oklahoma General Corporation Act, in which case such special provisions shall govern.&nbsp;</span></p> <p><span class="cls0">B. Any conflicts with the provisions of the Oklahoma General Corporation Act and any tax or unclaimed property laws of this state shall be governed by the tax or unclaimed property provisions, including those provisions relating to personal liability of corporate officers and directors.&nbsp;</span></p> <p><span class="cls0">C. The provisions of the Oklahoma General Corporation Act concerning qualification of foreign corporations and providing requirements and duties relating to such corporations shall not apply to insurance companies subject to the jurisdiction of the Insurance Commissioner or to foreign transportation companies subject to the jurisdiction of the Corporation Commission, existing as of the effective date of this act or thereafter qualified to transact business in this state.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 2, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1003. Repealed by Laws 1997, c. 418, &sect; 126, eff. Nov. 1, 1997.&nbsp;</span></p> <p><span class="cls0">&sect;181004. Reserved Power of State to Amend or Repeal Oklahoma General Corporation Act Part of Corporation's Chapter or Certificate of Incorporation.&nbsp;</span></p> <p class="cls6"><span class="cls0">RESERVED POWER OF STATE TO AMEND OR REPEAL;&nbsp;</span></p> <p class="cls6"><span class="cls0">OKLAHOMA GENERAL CORPORATION ACT PART OF CORPORATION'S&nbsp;</span></p> <p class="cls6"><span class="cls0">CHARTER OR CERTIFICATE OF INCORPORATION&nbsp;</span></p> <p><span class="cls0">The Oklahoma General Corporation Act may be amended or repealed at the pleasure of the Legislature, but any amendment or repeal shall not take away or impair any remedy available pursuant to the provisions of the Oklahoma General Corporation Act against any corporation or its officers for any liability which shall have been previously incurred. The Oklahoma General Corporation Act and any amendments thereto shall be a part of the charter or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation. The provisions of this section shall not affect or impair as to any corporation any rights protected or guaranteed by the Constitution of this state or of the United States.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 4, eff. Nov. 1, 1986.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181005. Incorporators How Corporation Formed Purposes.&nbsp;</span></p> <p class="cls6"><span class="cls0">INCORPORATORS; HOW CORPORATION FORMED; PURPOSES&nbsp;</span></p> <p><span class="cls0">A. Any person, partnership, association or corporation, singly or jointly with others, and without regard to his or their residence, domicile or state of incorporation, may incorporate or organize a corporation pursuant to the provisions of the Oklahoma General Corporation Act by filing with the Secretary of State a certificate of incorporation which shall be executed, acknowledged and filed in accordance with the provisions of Section 7 of this act; provided, however, at least three (3) persons, partnerships, associations, or corporations, or any combination thereof, shall be required to incorporate as a not for profit corporation pursuant to the provisions of the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">B. A corporation may be incorporated or organized pursuant to the provisions of the Oklahoma General Corporation Act to conduct or promote any lawful business or purposes, except as may otherwise be provided by the Constitution or other law of this state.&nbsp;</span></p> <p><span class="cls0">C. Corporations for constructing, maintaining and operating public utilities, whether in or outside of this state, may be organized pursuant to the provisions of the Oklahoma General Corporation Act, but corporations for constructing, maintaining and operating public utilities within this state shall be subject to, in addition to the provisions of the Oklahoma General Corporation Act, the special provisions and requirements of Title 17 of the Oklahoma Statutes applicable to such corporations.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 5, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1006. Certificate of incorporation; contents.&nbsp;</span></p> <p class="cls6"><span class="cls0">CERTIFICATE OF INCORPORATION; CONTENTS&nbsp;</span></p> <p><span class="cls0">A. The certificate of incorporation shall set forth:&nbsp;</span></p> <p><span class="cls0">1. The name of the corporation which shall contain one of the words &ldquo;association&rdquo;, &ldquo;company&rdquo;, &ldquo;corporation&rdquo;, &ldquo;club&rdquo;, &ldquo;foundation&rdquo;, &ldquo;fund&rdquo;, &ldquo;incorporated&rdquo;, &ldquo;institute&rdquo;, &ldquo;society&rdquo;, &ldquo;union&rdquo;, &ldquo;syndicate&rdquo;, or &ldquo;limited&rdquo; or abbreviations thereof, with or without punctuation, or words or abbreviations thereof, with or without punctuation, of like import of foreign countries or jurisdictions; provided that such abbreviations are written in Roman characters or letters, and which shall be such as to distinguish it upon the records in the Office of the Secretary of State from:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;names of other corporations, whether domestic or foreign, then existing or which existed at any time during the preceding three (3) years,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;names of partnerships whether general or limited, or domestic or foreign, then in good standing or registered or which were in good standing or registered at any time during the preceding three (3) years,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;names of limited liability companies, whether domestic or foreign, then in good standing or registered or which were in good standing or registered at any time during the preceding three (3) years,&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;trade names or fictitious names filed with the Secretary of State, or&nbsp;</span></p> <p class="cls2"><span class="cls0">e.&nbsp;&nbsp;corporate, limited liability company or limited partnership names reserved with the Secretary of State;&nbsp;</span></p> <p><span class="cls0">2. The address, including the street, number, city and county, of the corporation&rsquo;s registered office in this state, and the name of the corporation&rsquo;s registered agent at such address;&nbsp;</span></p> <p><span class="cls0">3. The nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any;&nbsp;</span></p> <p><span class="cls0">4. If the corporation is to be authorized to issue only one class of stock, the total number of shares of stock which the corporation shall have authority to issue and the par value of each of such shares, or a statement that all such shares are to be without par value. If the corporation is to be authorized to issue more than one class of stock, the certificate of incorporation shall set forth the total number of shares of all classes of stock which the corporation shall have authority to issue and the number of shares of each class, and shall specify each class the shares of which are to be without par value and each class the shares of which are to have par value and the par value of the shares of each such class. The provisions of this paragraph shall not apply to corporations which are not organized for profit and which are not to have authority to issue capital stock. In the case of such corporations, the fact that they are not to have authority to issue capital stock shall be stated in the certificate of incorporation;&nbsp;</span></p> <p><span class="cls0">5. The name and mailing address of the incorporator or incorporators;&nbsp;</span></p> <p><span class="cls0">6. If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify; and&nbsp;</span></p> <p><span class="cls0">7. If the corporation is not for profit:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;that the corporation does not afford pecuniary gain, incidentally or otherwise, to its members as such,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;the name and mailing address of each trustee or director,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;the number of trustees or directors to be elected at the first meeting, and&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;in the event the corporation is a church, the street address of the location of the church.&nbsp;</span></p> <p><span class="cls0">The restriction on affording pecuniary gain to members shall not prevent a not-for-profit corporation operating as a cooperative from rebating excess revenues to patrons who may also be members.&nbsp;</span></p> <p><span class="cls0">B. In addition to the matters required to be set forth in the certificate of incorporation pursuant to the provisions of subsection A of this section, the certificate of incorporation may also contain any or all of the following matters:&nbsp;</span></p> <p><span class="cls0">1. Any provision for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors, and the shareholders, or any class of the shareholders, or the members of a nonstock corporation, if such provisions are not contrary to the laws of this state. Any provision which is required or permitted by any provision of the Oklahoma General Corporation Act to be stated in the bylaws may instead be stated in the certificate of incorporation;&nbsp;</span></p> <p><span class="cls0">2. The following provisions, in substantially the following form: &ldquo;Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equitable jurisdiction within the State of Oklahoma, on the application in a summary way of this corporation or of any creditor or shareholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 1106 of this title or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 1100 of this title, may order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this corporation, as the case may be, and also on this corporation.&rdquo;;&nbsp;</span></p> <p><span class="cls0">3. Such provisions as may be desired granting to the holders of the stock of the corporation, or the holders of any class or series of a class thereof, the preemptive right to subscribe to any or all additional issues of stock of the corporation of any or all classes or series thereof, or to any securities of the corporation convertible into such stock. No shareholder shall have any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock unless, and except to the extent that, such right is expressly granted to him in the certificate of incorporation. Preemptive rights, if granted, shall not extend to fractional shares;&nbsp;</span></p> <p><span class="cls0">4. Provisions requiring, for any corporate action, the vote of a larger portion of the stock or of any class or series thereof, or of any other securities having voting power, or a larger number of the directors, than is required by the provisions of this act;&nbsp;</span></p> <p><span class="cls0">5. A provision limiting the duration of the corporation&rsquo;s existence to a specified date; otherwise, the corporation shall have perpetual existence;&nbsp;</span></p> <p><span class="cls0">6. A provision imposing personal liability for the debts of the corporation on its shareholders or members to a specified extent and upon specified conditions; otherwise, the shareholders or members of a corporation shall not be personally liable for the payment of the corporation&rsquo;s debts, except as they may be liable by reason of their own conduct or acts;&nbsp;</span></p> <p><span class="cls0">7. A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;for any breach of the director&rsquo;s duty of loyalty to the corporation or its shareholders,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;under Section 1053 of this title, or&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;for any transaction from which the director derived an improper personal benefit.&nbsp;</span></p> <p><span class="cls0">No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective.&nbsp;</span></p> <p><span class="cls0">C. It shall not be necessary to set forth in the certificate of incorporation any of the powers conferred on corporations by the provisions of this act.&nbsp;</span></p> <p><span class="cls0">D. Except for provisions included under paragraphs 1, 2, 5, 6 and 7 of subsection A of this section and paragraphs 2, 5 and 7 of subsection B of this section, and provisions included under paragraph 4 of subsection A of this section specifying the classes, number of shares and par value of shares the corporation is authorized to issue, any provision of the certificate of incorporation may be made dependent upon facts ascertainable outside the instrument, provided that the manner in which the facts shall operate upon the provision is clearly and explicitly set forth therein. As used in this subsection, the term &ldquo;facts&rdquo; includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 6, eff. Nov. 1, 1986. Amended by Laws 1987, c. 183, &sect; 1, eff. Nov. 1, 1987; Laws 1988, c. 323, &sect; 5, eff. Nov. 1, 1988; Laws 1992, c. 99, &sect; 1, eff. Sept. 1, 1992; Laws 1996, c. 69, &sect; 3, eff. Nov. 1, 1996; Laws 2001, c. 405, &sect; 2, eff. Nov. 1, 2001; Laws 2004, c. 255, &sect; 2, eff. Nov. 1, 2004; Laws 2008, c. 253, &sect; 1.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1007. Execution, acknowledgment, filing and effective date of original certificate of incorporation and other instruments; exceptions.&nbsp;</span></p> <p class="cls6"><span class="cls0">EXECUTION, ACKNOWLEDGMENT, FILING AND EFFECTIVE&nbsp;</span></p> <p class="cls6"><span class="cls0">DATE OF ORIGINAL CERTIFICATE OF INCORPORATION&nbsp;</span></p> <p class="cls6"><span class="cls0">AND OTHER INSTRUMENTS; EXCEPTIONS&nbsp;</span></p> <p><span class="cls0">A. Whenever any provision of the Oklahoma General Corporation Act requires any instrument to be filed in accordance with the provisions of this section or with the provisions of this act, the instrument shall be executed as follows:&nbsp;</span></p> <p><span class="cls0">1. The certificate of incorporation and any other instrument to be filed before the election of the initial board of directors, if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators, or in case of any other instrument, the incorporator&rsquo;s or incorporators&rsquo; successors and assigns. If any incorporator is not available by reason of death, incapacity, unknown address, or refusal or neglect to act, then any other instrument may be signed, with the same effect as if the incorporator had signed it, by any person for whom or on whose behalf the incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent; provided that the other instrument shall state that the incorporator is not available and the reason therefor, that the incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of the person, and that the person&rsquo;s signature on the instrument is otherwise authorized and not wrongful;&nbsp;</span></p> <p><span class="cls0">2. All other instruments shall be executed:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;by the chair or vice-chair of the board of directors, or by the president, or by a vicepresident, and attested by the secretary or an assistant secretary; or by officers as may be duly authorized to exercise the duties, respectively, ordinarily exercised by the president or vicepresident and by the secretary or an assistant secretary of a corporation,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;if it appears from the instrument that there are no such officers, then by a majority of the directors or by those directors designated by the board,&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;if it appears from the instrument that there are no such officers or directors, then by the holders of record, or those designated by the holders of record, of a majority of all outstanding shares of stock, or&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;by the holders of record of all outstanding shares of stock.&nbsp;</span></p> <p><span class="cls0">B. Whenever any provision of this act requires any instrument to be acknowledged, that requirement is satisfied by either:&nbsp;</span></p> <p><span class="cls0">1. The formal acknowledgment by the person or one of the persons signing the instrument that it is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. The acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds and who shall affix a seal of office, if any, to the instrument; or&nbsp;</span></p> <p><span class="cls0">2. The signature, without more, of the person or persons signing the instrument, in which case the signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalty of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true.&nbsp;</span></p> <p><span class="cls0">C. Whenever any provision of this act requires any instrument to be filed in accordance with the provisions of this section or with the provisions of this act, the requirement means that:&nbsp;</span></p> <p><span class="cls0">1. One signed instrument shall be delivered to the Office of the Secretary of State;&nbsp;</span></p> <p><span class="cls0">2. All delinquent franchise taxes authorized by law to be collected by the Oklahoma Tax Commission shall be tendered to the Oklahoma Tax Commission as prescribed by Sections 1201 through 1214 of Title 68 of the Oklahoma Statutes;&nbsp;</span></p> <p><span class="cls0">3. All fees authorized by law to be collected by the Secretary of State in connection with the filing of the instrument shall be tendered to the Secretary of State; and&nbsp;</span></p> <p><span class="cls0">4. Upon delivery of the instrument, and upon tender of the required taxes and fees, the Secretary of State shall certify that the instrument has been filed in the Secretary of State&rsquo;s office by endorsing upon the signed instrument the word &ldquo;Filed&rdquo;, and the date of its filing. This endorsement is the &ldquo;filing date&rdquo; of the instrument, and is conclusive of the date of its filing in the absence of actual fraud. Upon request, the Secretary of State shall also endorse the hour that the instrument was filed, which endorsement shall be conclusive of the hour of its filing in the absence of actual fraud. The Secretary of State shall thereupon file and index the endorsed instrument.&nbsp;</span></p> <p><span class="cls0">D. Any instrument filed in accordance with the provisions of subsection C of this section shall be effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but that date shall not be later than a time on the ninetieth day after the date of its filing. If any instrument filed in accordance with subsection C of this section provides for a future effective date or time and if the transaction is terminated or its terms are amended to change the future effective date or time prior to the future effective date or time, the instrument shall be terminated or amended by the filing, prior to the future effective date or time set forth in the instrument, of a certificate of termination or amendment of the original instrument, executed in accordance with subsection A of this section, which shall identify the instrument which has been terminated or amended and shall state that the instrument has been terminated or the manner in which it has been amended.&nbsp;</span></p> <p><span class="cls0">E. If another section of this act specifically prescribes a manner of executing, acknowledging, or filing a specified instrument or a time when an instrument shall become effective which differs from the corresponding provisions of this section, then the provisions of the other section shall govern.&nbsp;</span></p> <p><span class="cls0">F. Whenever any instrument authorized to be filed with the Secretary of State under any provision of this title has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed, or acknowledged, the instrument may be corrected by filing with the Secretary of State a certificate of correction of the instrument which shall be executed, acknowledged and filed in accordance with the provisions of this section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. The corrected instrument shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the corrected instrument shall be effective from the filing date of the corrected instrument.&nbsp;</span></p> <p><span class="cls0">G. If any instrument authorized to be filed with the Secretary of State pursuant to any provision of this title is filed inaccurately or defectively, or is erroneously executed, sealed, or acknowledged, or is otherwise defective in any respect, the Secretary of State shall have no liability to any person for the preclearance for filing, the acceptance for filing, or the filing and indexing of such instrument.&nbsp;</span></p> <p><span class="cls0">H. When authorized by the rules of the Secretary of State, any signature on any instrument authorized to be filed with the Secretary of State under any provision of this title may be a facsimile signature, a conformed signature, or an electronically transmitted signature.&nbsp;</span></p> <p><span class="cls0">I. 1. If:&nbsp;</span></p> <p class="cls3"><span class="cls0">a.&nbsp;&nbsp;(1)&nbsp;&nbsp;together with the actual delivery of an instrument and tender of the required taxes and fees, there is delivered to the Secretary of State a separate affidavit, which in its heading shall be designated as an affidavit of extraordinary condition, attesting, on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier effort to deliver the instrument and tender taxes and fees was made in good faith, specifying the nature, date and time of the good faith effort and requesting that the Secretary of State establish the date and time as the filing date of the instrument, or&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;upon the actual delivery of an instrument and tender of the required taxes and fees, the Secretary of State in his or her discretion provides a written waiver of the requirement for an affidavit stating that it appears to the Secretary of State that an earlier effort to deliver the instrument and tender the taxes and fees was made in good faith and specifying the date and time of the effort, and&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;the Secretary of State determines that an extraordinary condition existed at that date and time, that the earlier effort was unsuccessful as a result of the existence of an extraordinary condition, and that the actual delivery and tender were made within a reasonable period, not to exceed two (2) business days, after the cessation of the extraordinary condition,&nbsp;</span></p> <p><span class="cls0">then the Secretary of State may establish the date and time as the filing date of the instrument. No fee shall be paid to the Secretary of State for receiving an affidavit of extraordinary condition.&nbsp;</span></p> <p><span class="cls0">2. For purposes of this subsection, an extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military forces of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver the instrument and tender the required taxes and fees is made, or the immediate threat of any of the foregoing; or any malfunction or outage of the electrical or telephone service to the Secretary of State&rsquo;s office, or weather or other condition in or about a locality in which the Secretary of State conducts its business, as a result of which the Secretary of State&rsquo;s office is not open for the purpose of the filing of instruments under this act or the filing cannot be effected without extraordinary effort. The Secretary of State may require such proof as it deems necessary to make the determination required under subparagraph b of paragraph 1 of this subsection, and any determination shall be conclusive in the absence of actual fraud.&nbsp;</span></p> <p><span class="cls0">3. If the Secretary of State establishes the filing date of an instrument pursuant to this subsection, the date and time of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of State&rsquo;s written waiver of the affidavit shall be endorsed on the affidavit or waiver and the affidavit or waiver, so endorsed, shall be attached to the filed instrument to which it relates. The filed instrument shall be effective as of the date and time established as the filing date by the Secretary of State pursuant to this subsection, except as to those persons who are substantially and adversely affected by the establishment and, as to those persons, the instrument shall be effective from the date and time endorsed on the affidavit of extraordinary condition or written waiver attached thereto.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 7, eff. Nov. 1, 1986. Amended by Laws 1990, c. 328, &sect; 2, eff. Sept. 1, 1990; Laws 1991, c. 331, &sect; 54, eff. Sept. 1, 1991; Laws 1998, c. 422, &sect; 1, eff. Nov. 1, 1998; Laws 2001, c. 405, &sect; 3, eff. Nov. 1, 2001; Laws 2004, c. 255, &sect; 3, eff. Nov. 1, 2004; Laws 2008, c. 253, &sect; 2.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181008. Certificate of Incorporation Definition.&nbsp;</span></p> <p class="cls6"><span class="cls0">CERTIFICATE OF INCORPORATION; DEFINITION&nbsp;</span></p> <p><span class="cls0">The term "certificate of incorporation", as used in the Oklahoma General Corporation Act, unless the context requires otherwise, includes not only the original certificate of incorporation filed to create a corporation but also all other certificates, agreements of merger or consolidation, plans of reorganization, or other instruments, howsoever designated, which are filed pursuant to the provisions of Sections 6, 23 through 26, 32, 76 through 80, 81 through 87, or 118 of this act, or any other section of Title 18 of the Oklahoma Statutes, and which have the effect of amending or supplementing in some respect a corporation's original certificate of incorporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 8, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181009. Certificate of Incorporation and Other Certificates Evidence.&nbsp;</span></p> <p class="cls6"><span class="cls0">CERTIFICATE OF INCORPORATION AND OTHER CERTIFICATES; EVIDENCE&nbsp;</span></p> <p><span class="cls0">A copy of a certificate of incorporation, or of a restated certificate of incorporation, or of any other certificate which has been filed in the Office of the Secretary of State as required by any provision of Title 18 of the Oklahoma Statutes, when duly certified by the Secretary of State, shall be received in all courts, public offices, and official bodies as prima facie evidence of:&nbsp;</span></p> <p><span class="cls0">1. Due execution, acknowledgment and filing of the instrument;&nbsp;</span></p> <p><span class="cls0">2. Observance and performance of all acts and conditions necessary to have been observed and performed precedent to the instrument becoming effective; and&nbsp;</span></p> <p><span class="cls0">3. Of any other facts required or permitted by law to be stated in the instrument.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 9, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181010. Commencement of Corporate Existence.&nbsp;</span></p> <p class="cls6"><span class="cls0">COMMENCEMENT OF CORPORATE EXISTENCE&nbsp;</span></p> <p><span class="cls0">Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in accordance with the provisions of Section 7 of this act, the incorporator or incorporators who signed the certificate, and his or their successors and assigns, from the date of such filing, shall be and constitute a body corporate by the name set forth in the certificate, subject to the provisions of subsection D of Section 7 of this act and subject to dissolution or other termination of its existence as provided for in the Oklahoma General Corporation Act.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 10, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181011. Powers of Incorporators.&nbsp;</span></p> <p class="cls6"><span class="cls0">POWERS OF INCORPORATORS&nbsp;</span></p> <p><span class="cls0">If the persons who are to serve as directors until the first annual meeting of shareholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 11, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181012. Organization Meeting of Incorporators or Directors Named in Certificate of Incorporation.&nbsp;</span></p> <p class="cls6"><span class="cls0">ORGANIZATION MEETING OF INCORPORATORS OR DIRECTORS NAMED&nbsp;</span></p> <p class="cls6"><span class="cls0">IN CERTIFICATE OF INCORPORATION&nbsp;</span></p> <p><span class="cls0">A. After the filing of the certificate of incorporation, an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate of incorporation, shall be held either within or without this state at the call of a majority of the incorporators or directors, as the case may be, for the purposes of adopting bylaws, electing directors if the meeting is of the incorporators, to serve or hold office until the first annual meeting of shareholders or until their successors are elected and qualify, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and transacting such other business as may come before the meeting.&nbsp;</span></p> <p><span class="cls0">B. The persons calling the meeting shall give to each other incorporator or director, as the case may be, at least two (2) days' written notice thereof by any usual means of communication, which notice shall state the time, place and purposes of the meeting as fixed by the persons calling it. Notice of the meeting need not be given to anyone who attends the meeting or who signs a waiver of notice either before or after the meeting.&nbsp;</span></p> <p><span class="cls0">C. Any action permitted to be taken at the organization meeting of the incorporators or directors, as the case may be, may be taken without a meeting if each incorporator or director, where there is more than one, or the sole incorporator or director where there is only one, signs an instrument which states the action so taken.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 12, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1013. Bylaws.&nbsp;</span></p> <p class="cls6"><span class="cls0">BYLAWS&nbsp;</span></p> <p><span class="cls0">A. The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors if they were named in the certificate of incorporation, or, before a corporation has received any payment for any of its stock, by its board of directors. After a corporation has received any payment for any of its stock, except as otherwise provided in its certificate of incorporation, the power to adopt, amend or repeal bylaws shall be in the board of directors, or, in the case of a nonstock corporation, in its governing body.&nbsp;</span></p> <p><span class="cls0">B. The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its shareholders, directors, officers or employees.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 13, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, &sect; 5, eff. Nov. 1, 2001; Laws 2004, c. 255, &sect; 4, eff. Nov. 1, 2004.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1014. Emergency bylaws and other powers in emergency.&nbsp;</span></p> <p class="cls6"><span class="cls0">EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY&nbsp;</span></p> <p><span class="cls0">A. The board of directors of any corporation may adopt emergency bylaws which, notwithstanding any different provision in the Oklahoma General Corporation Act, in the certificate of incorporation, or bylaws, shall be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the board of directors or a standing committee thereof cannot readily be convened for action. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:&nbsp;</span></p> <p><span class="cls0">1. A meeting of the board of directors or a committee thereof may be called by an officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;&nbsp;</span></p> <p><span class="cls0">2. The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and&nbsp;</span></p> <p><span class="cls0">3. The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for such meeting.&nbsp;</span></p> <p><span class="cls0">B. The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.&nbsp;</span></p> <p><span class="cls0">C. The board of directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so.&nbsp;</span></p> <p><span class="cls0">D. No officer, director or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct.&nbsp;</span></p> <p><span class="cls0">E. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency and upon its termination the emergency bylaws shall cease to be operative.&nbsp;</span></p> <p><span class="cls0">F. Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during such an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.&nbsp;</span></p> <p><span class="cls0">G. To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.&nbsp;</span></p> <p><span class="cls0">H. Nothing contained in this section shall be deemed exclusive of any other provisions for emergency powers consistent with other sections of this act which have been or may be adopted by corporations created pursuant to the provisions of this act.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 14, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, &sect; 5, eff. Nov. 1, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1014.1. Interpretation and enforcement of the certificate of&nbsp;</span></p> <p><span class="cls0">incorporation and bylaws.&nbsp;</span></p> <p class="cls6"><span class="cls0">INTERPRETATION AND ENFORCEMENT OF THE&nbsp;</span></p> <p class="cls6"><span class="cls0">CERTIFICATE OF INCORPORATION AND BYLAWS&nbsp;</span></p> <p><span class="cls0">Any shareholder, member or director may bring an action to interpret, apply or enforce the provisions of the certificate of incorporation or the bylaws of a domestic corporation in the district court.&nbsp;</span></p> <p><span class="cls0">Added by Laws 2001, c. 405, &sect; 6, eff. Nov. 1, 2001.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181015. General Powers.&nbsp;</span></p> <p class="cls6"><span class="cls0">GENERAL POWERS&nbsp;</span></p> <p><span class="cls0">In addition to the powers enumerated in Section 16 of this act, every corporation, its officers, directors and shareholders shall possess and may exercise all the powers and privileges granted by the provisions of the Oklahoma General Corporation Act or by any other law or by its certificate of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its certificate of incorporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 15, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1016. Specific powers.&nbsp;</span></p> <p class="cls6"><span class="cls0">SPECIFIC POWERS&nbsp;</span></p> <p><span class="cls0">Every corporation created pursuant to the provisions of the Oklahoma General Corporation Act shall have power to:&nbsp;</span></p> <p><span class="cls0">1. Have perpetual succession by its corporate name, unless a limited period of duration is stated in its certificate of incorporation;&nbsp;</span></p> <p><span class="cls0">2. Sue and be sued in all courts and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding, in its corporate name;&nbsp;</span></p> <p><span class="cls0">3. Have a corporate seal, which may be altered at pleasure, and use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;&nbsp;</span></p> <p><span class="cls0">4. Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated, subject to the limitations prescribed by Section 2 of Article XXII of the Oklahoma Constitution and Section 1020 of this title;&nbsp;</span></p> <p><span class="cls0">5. Appoint or elect such officers and agents as the business of the corporation requires and to pay or otherwise provide for them suitable compensation;&nbsp;</span></p> <p><span class="cls0">6. Adopt, amend and repeal bylaws;&nbsp;</span></p> <p><span class="cls0">7. Wind up and dissolve itself in the manner provided for in this act;&nbsp;</span></p> <p><span class="cls0">8. Conduct its business, carry on its operations, and have offices and exercise its powers within or without this state;&nbsp;</span></p> <p><span class="cls0">9. Make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war or other national emergency in aid thereof;&nbsp;</span></p> <p><span class="cls0">10. Be an incorporator, promoter or manager of other corporations of any type or kind;&nbsp;</span></p> <p><span class="cls0">11. Participate with others in any corporation, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;&nbsp;</span></p> <p><span class="cls0">12. Transact any lawful business which the corporation's board of directors shall find to be in aid of governmental authority;&nbsp;</span></p> <p><span class="cls0">13. Make contracts, including contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income, and make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;a corporation, all of the outstanding stock of which is owned, directly or indirectly, by the contracting corporation,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, or&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;a corporation, all of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation, and to make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation;&nbsp;</span></p> <p><span class="cls0">14. Lend money for its corporate purposes, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested;&nbsp;</span></p> <p><span class="cls0">15. Pay pensions and establish and carry out pension, profit sharing, stock option, stock purchase, stock bonus, retirement, benefit, incentive and compensation plans, trusts and provisions for any or all of its directors, officers, and employees, and for any or all of the directors, officers, and employees of its subsidiaries; &nbsp;</span></p> <p><span class="cls0">16. Provide insurance for its benefit on the life of any of its directors, officers, or employees, or on the life of any shareholder for the purpose of acquiring at his death shares of its stock owned by such shareholder; and&nbsp;</span></p> <p><span class="cls0">17. Renounce in its certificate of incorporation or by action of its board of directors any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or shareholders.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 16, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, &sect; 7, eff. Nov. 1, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181017. Powers respecting securities of other corporations or entities.&nbsp;</span></p> <p class="cls6"><span class="cls0">POWERS RESPECTING SECURITIES OF&nbsp;</span></p> <p class="cls6"><span class="cls0">OTHER CORPORATIONS OR ENTITIES&nbsp;</span></p> <p><span class="cls0">Any corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer, or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any other domestic or foreign corporation, partnership, association, or individual, or by any government or agency or instrumentality thereof, subject to the limitation prescribed by Section 41 of Article IX of the Oklahoma Constitution. A corporation while the owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 17, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, &sect; 1, operative Nov. 1, 1987.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181018. Lack of Corporate Capacity or Power, Effect Ultra Vires.&nbsp;</span></p> <p class="cls6"><span class="cls0">LACK OF CORPORATE CAPACITY OR POWER, EFFECT; ULTRA VIRES&nbsp;</span></p> <p><span class="cls0">No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:&nbsp;</span></p> <p><span class="cls0">1. In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, may set aside and enjoin the performance of such contract, and in so doing, may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract. Anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;&nbsp;</span></p> <p><span class="cls0">2. In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act; or&nbsp;</span></p> <p><span class="cls0">3. In a proceeding by the Attorney General to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 18, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181019. Private foundations; powers and duties.&nbsp;</span></p> <p class="cls6"><span class="cls0">PRIVATE FOUNDATIONS; POWERS AND DUTIES&nbsp;</span></p> <p><span class="cls0">A corporation of this state which is a private foundation under the United States internal revenue laws and whose certificate of incorporation does not expressly provide that this section shall not apply to it is required to act or to refrain from acting so as not to subject itself to the taxes imposed by Sections 4941, relating to taxes on selfdealing, 4942, relating to taxes on failure to distribute income, 4943, relating to taxes on excess business holdings, 4944, relating to taxes on investments which jeopardize charitable purpose, or 4945, relating to taxable expenditures, of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent United States internal revenue law.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 19, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, &sect; 2, operative Nov. 1, 1987.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181020. Limitations Upon Real Estate Ownership.&nbsp;</span></p> <p class="cls6"><span class="cls0">LIMITATIONS UPON REAL ESTATE OWNERSHIP&nbsp;</span></p> <p><span class="cls0">A. No corporation of any sort, whether coming within the general scope of the Oklahoma General Corporation Act or not, except as provided for in this section, shall own, hold, or take any real estate located in this state outside of any incorporated city or town, or any addition thereto.&nbsp;</span></p> <p><span class="cls0">B. The provisions of the Oklahoma General Corporation Act shall not be construed to prohibit the owning, holding or taking of: 1. Such real estate as is necessary and proper for carrying on the business for which any corporation has been lawfully formed or domesticated in this state;&nbsp;</span></p> <p><span class="cls0">2. Naked title to real estate by any trust company, as trustee, to be held solely as security for indebtedness pursuant to such trust or as trustee of an express or testamentary trust for the benefit of natural persons;&nbsp;</span></p> <p><span class="cls0">3. Any real estate mortgage held by any corporation to secure any loan or debt; 4. Any real estate acquired by any corporation upon the foreclosure of any real estate mortgage held by such corporation or acquired in the collection of any loan or debt due such corporation, except as provided for in subsection C of this section; or&nbsp;</span></p> <p><span class="cls0">5. Any real estate acquired by any corporation for lease or sale to any other corporation, if such latter corporation could have legally acquired the same in the first instance.&nbsp;</span></p> <p><span class="cls0">C. Any real estate located in this state outside of any incorporated city or town, or any addition thereto, acquired by any corporation by mortgage foreclosure or in collection of debt as provided for in paragraph 4 of subsection B of this section, shall be sold and disposed of within seven (7) years from such acquisition.&nbsp;</span></p> <p><span class="cls0">D. The provisions of subsections A through C of this section shall not apply to religious, educational, charitable or scientific corporations, owning or holding taxable property.&nbsp;</span></p> <p><span class="cls0">E. 1. Any person who takes or holds any real estate for the use or benefit of any corporation with the intent of evading the provisions of this section, shall, upon conviction, be deemed guilty of a misdemeanor and punished by a fine of not less than Fifty Dollars ($50.00) nor more than Five Hundred Dollars ($500.00) or by imprisonment in the county jail for a term not less than thirty (30) days nor more than six (6) months, or by both such fine and imprisonment.&nbsp;</span></p> <p><span class="cls0">2. Any corporation that fails or refuses to file a statement as required by the provisions of subsection F of this section shall, upon conviction, be deemed guilty of a misdemeanor and punished by a fine not exceeding One Thousand Dollars ($1,000.00).&nbsp;</span></p> <p><span class="cls0">F. 1. On or before the first day of April of each year, every corporation holding any real estate in contravention of the provisions of this section shall file in the office of the county clerk of each county where such real estate is located, a statement in duplicate containing the legal description of each tract, piece, or parcel of real estate so owned or acquired, the date of the acquisition of each tract, piece, or parcel, the amount of the last preceding assessed valuation thereof and the purpose and method of the acquisition thereof. The statement shall be verified by the oath of an officer or duly appointed agent of the corporation.&nbsp;</span></p> <p><span class="cls0">2. The county clerk shall keep a permanent index and record of each statement filed by corporations pursuant to the provisions of this subsection in a permanent record book, which shall be in the form prescribed by the State Auditor and Inspector. One copy of each statement so filed shall be retained as a part of the permanent records of the office of the county clerk.&nbsp;</span></p> <p><span class="cls0">3. Within thirty (30) days after the statement provided for in paragraph 1 of this subsection is filed, the county clerk shall deliver the other duplicate to the district attorney of such county. G. 1. Any corporation owning or holding any real estate in violation of the provisions of subsections A through E of this section, in addition to other penalties provided for in the Oklahoma General Corporation Act, shall be required to pay, for each year, or fraction thereof, during which such title or interest is thus unlawfully owned or held, the following penalties:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;For the first year, one percent (1%) of the assessed value of such real estate unlawfully owned or held;&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;For the second year, two percent (2%) thereof;&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;For the third year, three percent (3%) thereof;&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;For the fourth year, four percent (4%) thereof;&nbsp;</span></p> <p class="cls2"><span class="cls0">e.&nbsp;&nbsp;For the fifth year, five percent (5%) thereof;&nbsp;</span></p> <p class="cls2"><span class="cls0">f.&nbsp;&nbsp;For the sixth year, six percent (6%) thereof; and&nbsp;</span></p> <p class="cls2"><span class="cls0">g.&nbsp;&nbsp;For each year thereafter, six percent (6%) thereof.&nbsp;</span></p> <p><span class="cls0">2. Provided, however, that no corporation shall be subject to more than one penalty, for each calendar year, for each tract, piece or parcel of real estate thus held in violation of the provisions of this section, but the penalties provided for in paragraph 1 of this subsection shall be cumulative.&nbsp;</span></p> <p><span class="cls0">3. In determining the penalty under this subsection, the assessed value of the real estate fixed for the purpose of levying ad valorem taxes, which last shall have become due and payable preceding the date of the accrual of such penalty, shall be taken.&nbsp;</span></p> <p><span class="cls0">4. The penalties, upon collection, shall be immediately paid over to the Commissioners of the Land Office for credit to the permanent school fund of this state created pursuant to Section 2 of Article XI of the Oklahoma Constitution.&nbsp;</span></p> <p><span class="cls0">5. The state shall have a lien against any piece, parcel or tract of real estate to secure the payment of all penalties, interest, and fees accruing from such unlawful owning or holding of any such real estate; provided, that such lien shall not attach thereto, or in any way affect the title thereof, until an action to subject such real estate to such lien and a foreclosure thereof has been instituted in the district court of the county where such real estate is located. Filing of such action shall be notice lis pendens and anyone thereafter acquiring any such real estate shall take it subject to such lien.&nbsp;</span></p> <p><span class="cls0">H. 1. Whenever the district attorney of any county has reason to believe that any real estate located in such county is owned or held by a corporation in violation of the provisions of this section, the district attorney shall give written notice to such corporation that:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;it is subject to the penalties provided for in this section;&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;such penalties must be paid to the district attorney within thirty (30) days from the date of such notice; and&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;there is additionally due and payable to the district attorney a collection fee equal to fifteen percent (15%) of the total penalties collected as to any tract, piece or parcel of real estate which is unlawfully owned or held. If the institution of an action is necessary to procure a judgment for the collection of such penalties, the collection fee shall be increased to twentyfive percent (25%) of the penalty recovered, and in no event less than One Hundred Dollars ($100.00). Such fee shall be retained by the district attorney as remuneration for services rendered in collecting such penalties, which shall be in addition to any compensation otherwise provided for by law.&nbsp;</span></p> <p><span class="cls0">2. In the event such penalty shall not be paid within thirty (30) days from the date of such notice, the district attorney shall institute an action in the name of the state in the district court of the county where such real estate is located for the recovery of the penalties, together with interest thereon at the rate of ten percent (10%) per annum from the date of such notice, the collection fee provided for in paragraph 1 of this subsection, all costs of the action, and for a further judgment establishing and foreclosing any lien created pursuant to the provisions of paragraph 5 of subsection G of this section, unless the real estate which is alleged to have been unlawfully owned or held, is disposed of prior to the commencement of the action.&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;The petition in such case shall set forth:&nbsp;</span></p> <p class="cls3"><span class="cls0">(1)&nbsp;&nbsp;a description of the real estate which is alleged to have been unlawfully owned or held;&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;the names, as defendants, of the corporation and all persons alleged to be unlawfully holding the real estate;&nbsp;</span></p> <p class="cls3"><span class="cls0">(3)&nbsp;&nbsp;if the establishment and foreclosure of a lien upon such real estate is sought in the action, the names as defendants, of all persons claiming real estate, including all tenants and persons in actual possession thereof; and&nbsp;</span></p> <p class="cls3"><span class="cls0">(4)&nbsp;&nbsp;the facts and circumstances in consequence of which it is alleged that such real estate is owned or held in violation of the provisions of this section.&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;The filing of such petition, and all other procedures relating thereto, in all respects shall be governed by and subject to the same laws as in other civil actions.&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;If the state recovers a judgment against such corporation in such action, the judgment shall include and be entered for:&nbsp;</span></p> <p class="cls3"><span class="cls0">(1)&nbsp;&nbsp;the amount of the penalties for which the corporation is found liable pursuant to the provisions of this section;&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;interest on such penalties at the rate of ten percent (10%) per annum from the date such penalties become due and receivable pursuant to the written notice provided for in paragraph 1 of this subsection;&nbsp;</span></p> <p class="cls3"><span class="cls0">(3)&nbsp;&nbsp;a collection fee of twentyfive percent (25%) of such penalties recovered, which fee shall not be less than One Hundred Dollars ($100.00);&nbsp;</span></p> <p class="cls3"><span class="cls0">(4)&nbsp;&nbsp;the entire costs of the action; and&nbsp;</span></p> <p class="cls3"><span class="cls0">(5)&nbsp;&nbsp;if the establishment and foreclosure of a lien upon the real estate is prayed for in the petition, a decree establishing such lien upon such real estate and an order of foreclosure.&nbsp;</span></p> <p class="cls2"><span class="cls0">d.&nbsp;&nbsp;Upon the judgment becoming final, an execution shall issue for the collection thereof.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 20, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181021. Registered Office in State Principal Office or Place of Business In State.&nbsp;</span></p> <p class="cls6"><span class="cls0">REGISTERED OFFICE IN STATE; PRINCIPAL OFFICE&nbsp;</span></p> <p class="cls6"><span class="cls0">OR PLACE OF BUSINESS IN STATE&nbsp;</span></p> <p><span class="cls0">A. Every corporation shall have and maintain in this state a registered office which may, but need not be, the same as its place of business.&nbsp;</span></p> <p><span class="cls0">B. Whenever the term "corporation's principal office or place of business in this state" or "principal office or place of business of the corporation in this state", or other term of like import, is or has been used in a corporation's certificate of incorporation, or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered office required by this section. It shall not be necessary for any corporation to amend its certificate of incorporation or any other document to comply with the provisions of this section.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 21, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1022. Registered Agent in State - Resident Agent.&nbsp;</span></p> <p class="cls6"><span class="cls0">REGISTERED AGENT IN STATE; RESIDENT AGENT&nbsp;</span></p> <p><span class="cls0">A. Every domestic corporation shall have and maintain in this state a registered agent, which agent may be either:&nbsp;</span></p> <p><span class="cls0">1. The domestic corporation itself;&nbsp;</span></p> <p><span class="cls0">2. An individual resident of this state; or&nbsp;</span></p> <p><span class="cls0">3. A domestic or qualified foreign corporation, limited liability company, limited liability partnership, or limited partnership. Each registered agent shall maintain a business office identical with the registered office which is open during regular business hours to accept service of process and otherwise perform the functions of a registered agent.&nbsp;</span></p> <p><span class="cls0">B. Every foreign corporation transacting business in this state shall have and maintain the Secretary of State as its registered agent in this state. In addition, such foreign corporation may have and maintain in this state a registered agent, which agent may be either:&nbsp;</span></p> <p><span class="cls0">1. An individual resident of this state; or&nbsp;</span></p> <p><span class="cls0">2. A domestic or qualified foreign corporation, limited liability company, limited liability partnership, or limited partnership. Each registered agent shall maintain a business office identical with the registered office which is open during regular business hours to accept service of process and otherwise perform the functions of a registered agent. If such additional registered agent is designated, service of process shall be on such agent and not on the Secretary of State.&nbsp;</span></p> <p><span class="cls0">C. Whenever the term &ldquo;resident agent&rdquo; or &ldquo;resident agent in charge of a corporation&rsquo;s principal office or place of business in this state&rdquo;, or other term of like import which refers to a corporation&rsquo;s agent required by statute to be located in this state, is or has been used in a corporation&rsquo;s certificate of incorporation, or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation&rsquo;s registered agent required by this section. It shall not be necessary for any corporation to amend its certificate of incorporation or any other document to comply with the provisions of this section.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 22, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, &sect; 2, eff. Nov. 1, 1998; Laws 2004, c. 255, &sect; 5, eff. Nov. 1, 2004.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181023. Change of location of registered office; change of registered agent.&nbsp;</span></p> <p class="cls6"><span class="cls0">CHANGE OF LOCATION OF REGISTERED OFFICE;&nbsp;</span></p> <p class="cls6"><span class="cls0">CHANGE OF REGISTERED AGENT&nbsp;</span></p> <p><span class="cls0">Any corporation, by resolution of its board of directors, may change the location of its registered office in this state to any other place in this state. By like resolution, the registered agent of a corporation may be changed to any other person or corporation, including itself. In either such case, the resolution shall be as detailed in its statement as is required by the provisions of paragraph 2 of subsection A of Section 1006 of this title. Upon the adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed in accordance with the provisions of Section 1007 of this title.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 23, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, &sect; 3, operative Nov. 1, 1987; Laws 1990, c. 328, &sect; 3, eff. Sept. 1, 1990.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1024. Change of address or name of registered agent.&nbsp;</span></p> <p class="cls6"><span class="cls0">CHANGE OF ADDRESS OR NAME OF REGISTERED AGENT&nbsp;</span></p> <p><span class="cls0">A. A registered agent may change the address of the registered office of the corporation or corporations for which he or she is the registered agent to another address in this state by filing with the Secretary of State a certificate in the name of each affected corporation, executed and acknowledged by the registered agent, setting forth the address at which the registered agent has maintained the registered office, and further certifying to the new address to which the registered office will be changed on a given day, and at which new address the registered agent will thereafter maintain the registered office. Thereafter, or until further change of address, as authorized by law, the registered office in this state shall be located at the new address of the registered agent thereof as given in the certificate.&nbsp;</span></p> <p><span class="cls0">B. In the event of a change of name of any person or corporation acting as registered agent in this state, the registered agent shall file with the Secretary of State a certificate in the name of each affected, executed and acknowledged by the registered agent, setting forth the new name of the registered agent, the name of the registered agent before it was changed, and the address at which the registered agent has maintained the registered office for the affected corporation. A change of name of any person or corporation acting as registered agent as a result of a merger or consolidation of the registered agent, with or into another person or corporation which succeeds to its assets by operation of law, shall be deemed a change of name for purposes of this section.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 24, eff. Nov. 1, 1986. Amended by Laws 1999, c. 421, &sect; 8, eff. Nov. 1, 1999; Laws 2008, c. 253, &sect; 3.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1025. Resignation of Registered Agent Coupled with Appointment of Successor.&nbsp;</span></p> <p class="cls6"><span class="cls0">RESIGNATION OF REGISTERED AGENT COUPLED&nbsp;</span></p> <p class="cls6"><span class="cls0">WITH APPOINTMENT OF SUCCESSOR&nbsp;</span></p> <p><span class="cls0">The registered agent of one or more corporations may resign and appoint a successor registered agent by filing in the name of each affected corporation a certificate with the Secretary of State stating the name and address of the successor agent, in accordance with the provisions of paragraph 2 of subsection A of Section 1006 of this title. There shall be attached to the certificate a statement of the affected corporation ratifying and approving such change of registered agent. The statement shall be executed and acknowledged in accordance with the provisions of Section 1007 of this title. Upon the filing, the successor registered agent becomes the registered agent of each corporation that has ratified and approved each substitution and the successor registered agent&rsquo;s address, as stated in each certificate, becomes the address of each such corporation&rsquo;s registered office in this state. The Secretary of State shall then issue his or her certificate that the successor registered agent has become the registered agent of the corporations so ratifying and approving the change, and setting out the names of such corporations.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 25, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, &sect; 6, eff. Nov. 1, 2004.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181026. Resignation of registered agent not coupled with appointment of successor; absence of registered agent.&nbsp;</span></p> <p class="cls6"><span class="cls0">RESIGNATION OF REGISTERED AGENT NOT COUPLED&nbsp;</span></p> <p class="cls6"><span class="cls0">WITH APPOINTMENT OF SUCCESSOR; ABSENCE OF REGISTERED AGENT&nbsp;</span></p> <p><span class="cls0">A. The registered agent of one or more corporations may resign without appointing a successor by filing in the name of each affected corporation a certificate of resignation with the Secretary of State; but a resignation shall not become effective until thirty (30) days after each certificate is filed. The certificate shall:&nbsp;</span></p> <p><span class="cls0">1. Be acknowledged by the registered agent;&nbsp;</span></p> <p><span class="cls0">2. Contain a statement that written notice of resignation was given to the corporation at least thirty (30) days prior to the filing of the certificate by mailing or delivering the notice to the corporation at its address last known to the registered agent and specify such address therein; and&nbsp;</span></p> <p><span class="cls0">3. Set forth the date the notice was mailed.&nbsp;</span></p> <p><span class="cls0">B. 1. After receipt of the notice of the resignation of its registered agent provided for in subsection A of this section, the corporation for which the registered agent was acting may obtain and designate a new registered agent in the same manner as provided for in Section 1023 of this title for a change of registered agent.&nbsp;</span></p> <p><span class="cls0">2. If a domestic corporation fails to obtain and designate a new registered agent prior to the expiration of the period of thirty (30) days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall be deemed to be the registered agent of such corporation until a new registered agent is designated. The Office of the Secretary of State shall charge the fee prescribed by Section 1142 of this title for acting as registered agent.&nbsp;</span></p> <p><span class="cls0">C. After the resignation of a registered agent has become effective, if no new registered agent has been obtained and designated in the time and manner required, service of legal process against the corporation for which the resigned registered agent had been acting shall be upon the Secretary of State as provided in Section 2004 of Title 12 of the Oklahoma Statutes.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 26, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, &sect; 6, eff. Nov. 1, 1988; Laws 1991, c. 331, &sect; 55, eff. Sept. 1, 1991; Laws 1998, c. 422, &sect; 3, eff. Nov. 1, 1998.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1027. Board of directors; powers; number; qualifications; terms and quorum; committees; classes of directors; not for profit corporations; reliance upon books; action without meeting; etc.&nbsp;</span></p> <p><span class="cls0">BOARD OF DIRECTORS; POWERS; NUMBER; QUALIFICATIONS; TERMS AND QUORUM; COMMITTEES; CLASSES OF DIRECTORS; NOT FOR PROFIT CORPORATIONS; RELIANCE UPON BOOKS; ACTION WITHOUT MEETING; ETC.&nbsp;</span></p> <p><span class="cls0">A. The business and affairs of every corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall be managed by or under the direction of a board of directors, except as may be otherwise provided for in this act or in the corporation's certificate of incorporation. If any provision is made in the certificate of incorporation, the powers and duties conferred or imposed upon the board of directors by the provisions of this act shall be exercised or performed to the extent and by the person or persons stated in the certificate of incorporation.&nbsp;</span></p> <p><span class="cls0">B. The board of directors of a corporation shall consist of one or more members, each of whom shall be a natural person. The number of directors shall be fixed by or in the manner provided for in the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. Directors need not be shareholders unless so required by the certificate of incorporation or the bylaws. The certificate of incorporation or bylaws may prescribe other qualifications for directors. Each director shall hold office until a successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. A majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate of incorporation or the bylaws require a greater number. Except as provided in subsection G of this section, neither the certificate of incorporation nor the bylaws may provide that a quorum may be less than one-third (1/3) of the total number of directors. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the certificate of incorporation or the bylaws shall require a vote of a greater number.&nbsp;</span></p> <p><span class="cls0">C. 1. The board of directors may designate one or more committees consisting of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at a meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no committee shall have the power or authority to:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;approve, adopt, or recommend to the shareholders any action or matter, other than the election or removal of directors, expressly required by this act to be submitted to shareholders for approval, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;adopt, amend, or repeal any bylaw of the corporation.&nbsp;</span></p> <p><span class="cls0">2. Unless otherwise provided in the certificate of incorporation, the bylaws or the resolution of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.&nbsp;</span></p> <p><span class="cls0">D. The directors of any corporation organized under this act, by the certificate of incorporation or by an initial bylaw, or by a bylaw adopted by the board of directors and approved by a vote of the shareholders, may be divided into one, two, or three classes; the term of office of those of the first class to expire at the first annual meeting held after the classification becomes effective; of the second class one (1) year thereafter; of the third class two (2) years thereafter; and at each annual election held after the classification becomes effective, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. The certificate of incorporation or bylaw provision dividing the directors into classes may authorize the board of directors to assign members of the board then in office to such classes when the classification becomes effective. The certificate of incorporation may confer upon holders of any class or series of stock the right to elect one or more directors who shall serve for the term, and have voting powers as shall be stated in the certificate of incorporation. The terms of office and voting powers of the directors elected in the manner so provided in the certificate of incorporation may be greater than or less than those of any other director or class of directors. In addition, the certificate of incorporation may confer upon one or more directors, whether or not elected separately by the holders of any class or series of stock, voting powers greater than or less than those of other directors. If the certificate of incorporation provides that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in this act to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of the directors.&nbsp;</span></p> <p><span class="cls0">E. A member of the board of directors, or a member of any committee designated by the board of directors, in the performance of the member's duties, shall be fully protected in relying in good faith upon the records of the corporation and upon information, opinions, reports, or statements presented to the corporation by any of the corporation's officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within the officer's, employee's, committee's or other person's competence and who have been selected with reasonable care by or on behalf of the corporation.&nbsp;</span></p> <p><span class="cls0">F. Unless otherwise restricted by the certificate of incorporation or bylaws:&nbsp;</span></p> <p><span class="cls0">1. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee; and the filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form;&nbsp;</span></p> <p><span class="cls0">2. The board of directors of any corporation organized in accordance with the provisions of this act may hold its meetings, and have an office or offices, outside of this state;&nbsp;</span></p> <p><span class="cls0">3. The board of directors shall have the authority to fix the compensation of directors; and&nbsp;</span></p> <p><span class="cls0">4. Members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of the board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear or otherwise communicate with each other. Participation in a meeting pursuant to the provisions of this subsection shall constitute presence in person at the meeting.&nbsp;</span></p> <p><span class="cls0">G. 1. The certificate of incorporation of any corporation organized in accordance with the provisions of this act which is not authorized to issue capital stock may provide that less than one-third (1/3) of the members of the governing body may constitute a quorum thereof and may otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided for in this section.&nbsp;</span></p> <p><span class="cls0">2. Except as may be otherwise provided by the certificate of incorporation, the provisions of this section shall apply to such a corporation, and when so applied, all references to the board of directors, to members thereof, and to shareholders shall be deemed to refer to the governing body of the corporation, the members thereof and the members of the corporation, respectively.&nbsp;</span></p> <p><span class="cls0">H. 1. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified as provided for in subsection D of this section, shareholders may effect such removal only for cause, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against the director's removal would be sufficient to elect the director if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which the director is a part.&nbsp;</span></p> <p><span class="cls0">2. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the certificate of incorporation, the provisions of this subsection shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.&nbsp;</span></p> <p><span class="cls0">I. A corporation may agree to submit a matter to a vote of its shareholders regardless of whether the board of directors determines at any time subsequent to approving the matter that the matter is no longer advisable and recommends that the shareholders reject or vote against the matter.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 27, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, &sect; 7, eff. Nov. 1, 1988; Laws 1998, c. 422, &sect; 4, eff. Nov. 1, 1998; Laws 2001, c. 405, &sect; 8, eff. Nov. 1, 2001; Laws 2004, c. 255, &sect; 7, eff. Nov. 1, 2004; Laws 2008, c. 253, &sect; 4; Laws 2010, c. 384, &sect; 105, eff. Sept. 1, 2010; Laws 2012, c. 1, &sect; 1, emerg. eff. March 1, 2012; Laws 2013, c. 1, &sect; 1, emerg. eff. March 5, 2013.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181028. Officers Titles, Duties, Selection, Term Failure to Elect Vacancies.&nbsp;</span></p> <p class="cls6"><span class="cls0">OFFICERS; TITLES, DUTIES, SELECTION, TERM;&nbsp;</span></p> <p class="cls6"><span class="cls0">FAILURE TO ELECT; VACANCIES&nbsp;</span></p> <p><span class="cls0">A. Every corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with the provisions of paragraph 2 of subsection A of Section 7 and Section 39 of this act. One of the officers shall have the duty to record the proceedings of the meetings of the shareholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the certificate of incorporation or bylaws provide otherwise.&nbsp;</span></p> <p><span class="cls0">B. Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.&nbsp;</span></p> <p><span class="cls0">C. The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.&nbsp;</span></p> <p><span class="cls0">D. A failure to elect officers shall not dissolve or otherwise affect the corporation.&nbsp;</span></p> <p><span class="cls0">E. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 28, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181029. Loans to Employees and Officers Guaranty of Obligations of Employees and Officers.&nbsp;</span></p> <p class="cls6"><span class="cls0">LOANS TO EMPLOYEES AND OFFICERS; GUARANTY OF OBLIGATIONS&nbsp;</span></p> <p class="cls6"><span class="cls0">OF EMPLOYEES AND OFFICERS&nbsp;</span></p> <p><span class="cls0">Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be construed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 29, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181030. Interested Directors Quorum.&nbsp;</span></p> <p class="cls6"><span class="cls0">INTERESTED DIRECTORS; QUORUM&nbsp;</span></p> <p><span class="cls0">A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:&nbsp;</span></p> <p><span class="cls0">1. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;&nbsp;</span></p> <p><span class="cls0">2. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or&nbsp;</span></p> <p><span class="cls0">3. The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.&nbsp;</span></p> <p><span class="cls0">B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 30, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181031. Indemnification of officers, directors, employees and agents; insurance.&nbsp;</span></p> <p class="cls6"><span class="cls0">INDEMNIFICATION OF OFFICERS, DIRECTORS,&nbsp;</span></p> <p class="cls6"><span class="cls0">EMPLOYEES AND AGENTS; INSURANCE&nbsp;</span></p> <p><span class="cls0">A. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.&nbsp;</span></p> <p><span class="cls0">B. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by the person in connection with the defense or settlement of an action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.&nbsp;</span></p> <p><span class="cls0">C. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsection A or B of this section, or in defense of any claim, issue, or matter therein, the person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by the person in connection therewith.&nbsp;</span></p> <p><span class="cls0">D. Any indemnification under the provisions of subsection A or B of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsection A or B of this section. This determination shall be made, with respect to a person who is a director or officer at the time of the determination:&nbsp;</span></p> <p><span class="cls0">1. By a majority vote of the directors who are not parties to the action, suit, or proceeding, even though less than a quorum;&nbsp;</span></p> <p><span class="cls0">2. By a committee of directors designated by a majority vote of directors, even though less than a quorum;&nbsp;</span></p> <p><span class="cls0">3. If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or&nbsp;</span></p> <p><span class="cls0">4. By the shareholders.&nbsp;</span></p> <p><span class="cls0">E. Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it shall ultimately be determined that the person is not entitled to be indemnified by the corporation as authorized by the provisions of this section. Expenses incurred by former directors or officers or other employees and agents may be paid upon the terms and conditions, if any, as the corporation deems appropriate.&nbsp;</span></p> <p><span class="cls0">F. The indemnification and advancement of expenses provided by or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding an office.&nbsp;</span></p> <p><span class="cls0">G. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against liability under the provisions of this section.&nbsp;</span></p> <p><span class="cls0">H. For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation, including any constituent of a constituent, absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees, or agents, so that any person who is or was a director, officer, employee, or agent of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as the person would have with respect to the constituent corporation if its separate existence had continued.&nbsp;</span></p> <p><span class="cls0">I. For purposes of this section, references to "other enterprises" shall include, but are not limited to, employee benefit plans; references to "fines" shall include, but are not limited to, any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include, but are not limited to, any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services, by the director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.&nbsp;</span></p> <p><span class="cls0">J. The indemnification and advancement of expenses provided by or granted pursuant to this section, unless otherwise provided when authorized or ratified, shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.&nbsp;</span></p> <p><span class="cls0">K. The district court is vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise. The court may summarily determine a corporation's obligation to advance expenses including attorneys' fees.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 31, eff. Nov. 1, 1986. Amended by Laws 1987, c. 183, &sect; 2, eff. Nov. 1, 1987; Laws 1998, c. 422, &sect; 5, eff. Nov. 1, 1998; Laws 1998, c. 422, &sect; 5, eff. Nov. 1, 1998.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1032. Classes and series of stock; rights, etc.&nbsp;</span></p> <p class="cls6"><span class="cls0">CLASSES AND SERIES OF STOCK; RIGHTS, ETC.&nbsp;</span></p> <p><span class="cls0">A. Every corporation may issue one or more classes of stock or one or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or series may have voting powers, full or limited, or no voting powers, and designations, preferences and relative, participating, optional, or other special rights, and qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the certificate of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of the stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation. Any of the voting powers, designations, preferences, rights, and qualifications, limitations or restrictions of any class or series of stock may be made dependent upon facts ascertainable outside the certificate of incorporation or of any amendment thereto, or outside the resolution or resolutions providing for the issue of the stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation; provided, that the manner in which the facts shall operate upon the voting powers, designations, preferences, rights, and qualifications, limitations, or restrictions of the class or series of stock is clearly and expressly set forth in the certificate of incorporation or in the resolution or resolutions providing for the issue of the stock adopted by the board of directors. The power to increase or decrease or otherwise adjust the capital stock as provided for in the Oklahoma General Corporation Act shall apply to all or any such classes of stock. The term "facts", as used in this subsection, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.&nbsp;</span></p> <p><span class="cls0">B. Any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of the stock or upon the happening of a specified event; provided however, immediately following any redemption, the corporation shall have outstanding one or more shares or one or more classes or series of stock, which share, or shares together, shall have full voting powers. Notwithstanding the limitation stated in the foregoing proviso:&nbsp;</span></p> <p><span class="cls0">1. Any stock of a regulated investment company registered under the Investment Company Act of 1940, as heretofore or hereafter amended, may be made subject to redemption by the corporation at its option or at the option of the holders of the stock.&nbsp;</span></p> <p><span class="cls0">2. Any stock of a corporation which directly or indirectly holds a license or franchise from a governmental agency to conduct its business or is a member of a national securities exchange, which license, franchise, or membership is conditioned upon some or all of the holders of its stock possessing prescribed qualifications, may be made subject to redemption by the corporation to the extent necessary to prevent the loss of the license, franchise, or membership or to reinstate it. Any stock which may be made redeemable under this section may be redeemed for cash, property, or rights, including securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with any adjustments, as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of the stock adopted by the board of directors as provided for in subsection A of this section.&nbsp;</span></p> <p><span class="cls0">C. The holders of preferred or special stock of any class or of any series thereof shall be entitled to receive dividends at such rates, conditions, and times as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of the stock adopted by the board of directors as provided for in subsection A of this section, payable in preference to, or in relation to, the dividends payable on any other class or classes or of any other series of stock, and cumulative or noncumulative as shall be so stated and expressed. When dividends upon the preferred and special stocks, if any, to the extent of the preference to which the stocks are entitled, shall have been paid or declared and set apart for payment, a dividend on the remaining class or classes or series of stock may then be paid out of the remaining assets of the corporation available for dividends as otherwise provided for in the Oklahoma General Corporation Act.&nbsp;</span></p> <p><span class="cls0">D. The holders of the preferred or special stock of any class or of any series thereof shall be entitled to the rights upon the dissolution of, or upon any distribution of the assets of, the corporation as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of the stock adopted by the board of directors as provided for in subsection A of this section.&nbsp;</span></p> <p><span class="cls0">E. Any stock of any class or of any series thereof may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, at the price or prices or at the rate or rates of exchange, and with adjustments as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of the stock adopted by the board of directors as provided for in subsection A of this section.&nbsp;</span></p> <p><span class="cls0">F. If any corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent the class or series of stock; provided that, except as otherwise provided for in Section 1055 of this title, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent the class or series of stock, a statement that the corporation will furnish without charge to each shareholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of the preferences or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or Section 1037, subsection A of Section 1055 or subsection A of Section 1063 of this title, or with respect to this section a statement that the corporation will furnish without charge to each shareholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of the preferences or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holder of certificates representing stock of the same class and series shall be identical.&nbsp;</span></p> <p><span class="cls0">G. 1. When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, shall not have been set forth in the certificate of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the certificate of incorporation or any amendment thereto, a certificate of designations setting forth a copy of the resolution or resolutions and the number of shares of stock of the class or series to which the resolution or resolutions apply shall be executed, acknowledged, and filed, and shall become effective, in accordance with the provisions of Section 1007 of this title. Unless otherwise provided in any resolution or resolutions, the number of shares of stock of any series to which the resolution or resolutions apply may be increased, but not above the total number of authorized shares of the class, or decreased, but not below the number of shares thereof then outstanding, by a certificate likewise executed, acknowledged, and filed setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors. In case the number of the shares shall be decreased, the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution or resolutions. Unless otherwise provided in the certificate of incorporation, if no shares of stock have been issued of a class or series of stock established by a resolution of the board of directors, the voting powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, may be amended by a resolution or resolutions adopted by the board of directors. A certificate which states that no shares of the class or series have been issued, sets forth a copy of the resolution or resolutions, and, if the designation of the class or series is being changed, indicates the original designation and the new designation, shall be executed, acknowledged, and filed, and shall become effective, in accordance with the provisions of Section 1007 of this title. When no shares of any class or series are outstanding, either because none were issued or because no issued shares of any class or series remain outstanding, a certificate setting forth a resolution or resolutions adopted by the board of directors that none of the authorized shares of the class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to the class or series, may be executed, acknowledged, and filed in accordance with the provisions of Section 1007 of this title and, when the certificate becomes effective, it shall have the effect of eliminating from the certificate of incorporation all matters set forth in the certificate of designations with respect to the class or series of stock.&nbsp;</span></p> <p><span class="cls0">2. When any certificate filed pursuant to the provisions of this subsection becomes effective, it shall have the effect of amending the certificate of incorporation; except that neither the filing of the certificate nor the filing of a restated certificate of incorporation pursuant to Section 1080 of this title shall prohibit the board of directors from subsequently adopting resolutions as authorized by this subsection.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 32, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, &sect; 8, eff. Nov. 1, 1988; Laws 1998, c. 422, &sect; 6, eff. Nov. 1, 1998; Laws 1999, c. 421, &sect; 9, eff. Nov. 1, 1999.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1033. Issuance of stock, lawful consideration; fully paid stock.&nbsp;</span></p> <p class="cls6"><span class="cls0">ISSUANCE OF STOCK, LAWFUL CONSIDERATION; FULLY PAID STOCK&nbsp;</span></p> <p><span class="cls0">A. The consideration, as determined pursuant to the provisions of subsections A and B of Section 1034 of this title, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such form and in such manner as the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation, or any combination thereof, except for services to be performed. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of the authorized consideration.&nbsp;</span></p> <p><span class="cls0">B. The provisions of subsection A of this section shall not be construed to prevent the board of directors from issuing partly paid shares in accordance with the provisions of Section 1037 of this title.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 33, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, &sect; 5.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181034. Consideration for Stock.&nbsp;</span></p> <p class="cls6"><span class="cls0">CONSIDERATION FOR STOCK&nbsp;</span></p> <p><span class="cls0">A. Shares of stock with par value may be issued for such consideration, having a value not less than the par value thereof, as is determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.&nbsp;</span></p> <p><span class="cls0">B. Shares of stock without par value may be issued for such consideration as is determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.&nbsp;</span></p> <p><span class="cls0">C. Treasury shares may be disposed of by the corporation for such consideration as may be determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.&nbsp;</span></p> <p><span class="cls0">D. If the certificate of incorporation reserves to the shareholders the right to determine the consideration for the issue of any shares, the shareholders, unless the certificate requires a greater vote, shall do so by a vote of a majority of the outstanding stock entitled to vote thereon.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 34, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1035. Determination of amount of capital; capital, surplus and net assets defined.&nbsp;</span></p> <p class="cls6"><span class="cls0">DETERMINATION OF AMOUNT OF CAPITAL; CAPITAL,&nbsp;</span></p> <p class="cls6"><span class="cls0">SURPLUS AND NET ASSETS DEFINED&nbsp;</span></p> <p><span class="cls0">Any corporation, by resolution of its board of directors, may determine that only a part of the consideration which shall be received by the corporation for any of the shares of its capital stock which it shall issue from time to time shall be capital; but, in case any of the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be in excess of the aggregate par value of the shares issued for such consideration having a par value, unless all the shares issued shall be shares having a par value, in which case the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. In each such case the board of directors shall specify in dollars the part of such consideration which shall be capital. If the board of directors shall not have determined, at the time of issue of any shares of the capital stock of the corporation issued for cash or within sixty (60) days after the issue of any shares of the capital stock of the corporation issued for consideration other than cash, what part of the consideration for such shares shall be capital, the capital of the corporation in respect of such shares shall be an amount equal to the aggregate par value of such shares having a par value, plus the amount of the consideration for such shares without par value. The amount of the consideration so determined to be capital in respect of any shares without par value shall be the stated capital of such shares. The capital of the corporation may be increased from time to time by resolution of the board of directors directing that a portion of the net assets of the corporation in excess of the amount so determined to be capital be transferred to the capital account. The board of directors may direct that the portion of such net assets so transferred shall be treated as capital in respect of any shares of the corporation of any designated class or classes. The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital shall be surplus. "Net assets" means the amount by which total assets exceed total liabilities. Capital and surplus are not liabilities for this purpose.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 35, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, &sect; 6.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181036. Fractions of Shares.&nbsp;</span></p> <p class="cls6"><span class="cls0">FRACTIONS OF SHARES&nbsp;</span></p> <p><span class="cls0">A corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall:&nbsp;</span></p> <p><span class="cls0">1. arrange for the disposition of fractional interests by those entitled thereto; or&nbsp;</span></p> <p><span class="cls0">2. pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or&nbsp;</span></p> <p><span class="cls0">3. issue scrip or warrants in registered form (either represented by a certificate or be uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share.&nbsp;</span></p> <p><span class="cls0">A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 36, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1037. Partly paid shares.&nbsp;</span></p> <p class="cls6"><span class="cls0">PARTLY PAID SHARES&nbsp;</span></p> <p><span class="cls0">Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated and the corporation shall comply with applicable provisions of Section 8-209 of Title 12A of the Oklahoma Statutes. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 37, eff. Nov. 1, 1986. Amended by Laws 1999, c. 141, &sect; 3, eff. Nov. 1, 1999.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1038. Rights and options respecting stock.&nbsp;</span></p> <p class="cls6"><span class="cls0">RIGHTS AND OPTIONS RESPECTING STOCK&nbsp;</span></p> <p><span class="cls0">A. Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to acquire from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the board of directors.&nbsp;</span></p> <p><span class="cls0">B. The terms upon which, including the time or times, which may be limited or unlimited in duration, at or within which, and the consideration, including any formula by which such consideration may be determined, for which any such shares may be acquired from the corporation upon the exercise of any such right or option, shall be such as shall be stated in the certificate of incorporation, or in a resolution adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, shall be set forth or incorporated by reference in the instrument or instruments evidencing such rights or options. In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive.&nbsp;</span></p> <p><span class="cls0">C. The board of directors may, by a resolution adopted by the board, authorize one or more officers of the corporation to do one or both of the following:&nbsp;</span></p> <p><span class="cls0">1. Designate officers and employees of the corporation or of any of its subsidiaries to be recipients of such rights or options created by the corporation; and&nbsp;</span></p> <p><span class="cls0">2. Determine the number of such rights or options to be received by such officers and employees;&nbsp;</span></p> <p><span class="cls0">provided, however, that the resolution so authorizing such officer or officers shall specify the total number of rights or options such officer or officers may so award. The board of directors may not authorize an officer to designate himself or herself as a recipient of any such rights or options.&nbsp;</span></p> <p><span class="cls0">D. In case the shares of stock of the corporation to be issued upon the exercise of such rights or options shall be shares having a par value, the consideration so to be received therefor shall have a value not less than the par value thereof. In case the shares of stock so to be issued shall be shares of stock without par value, the consideration therefor shall be determined in the manner provided for in Section 1034 of this title.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 38, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, &sect; 8, eff. Nov. 1, 2004; Laws 2008, c. 253, &sect; 7.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1039. Stock certificates, uncertificated shares.&nbsp;</span></p> <p class="cls6"><span class="cls0">STOCK CERTIFICATES, UNCERTIFICATED SHARES&nbsp;</span></p> <p><span class="cls0">The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by the chairman or vicechairman of the board of directors, or the president or vicepresident, and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. A corporation shall not have the power to issue a certificate in bearer form.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 39, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, &sect; 9, eff. Nov. 1, 2004; Laws 2008, c. 253, &sect; 8.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">NOTE: Laws 2008, c. 382, &sect; 315, which changed the effective date of Laws 2008, c. 253, &sect;&sect; 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181040. Shares of Stock Personal Property, Transfer and Taxation.&nbsp;</span></p> <p class="cls6"><span class="cls0">SHARES OF STOCK; PERSONAL PROPERTY, TRANSFER AND TAXATION&nbsp;</span></p> <p><span class="cls0">The shares of stock in every corporation shall be deemed personal property and transferable as provided for in the Uniform Commercial Code Investment Securities. No stock or bonds issued by any corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall be taxed by this state when the same shall be owned by nonresidents of this state or by foreign corporations.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 40, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181041. Corporation's Powers Respecting Ownership, Voting, etc. of Its Own Stock Rights of Stock Called for Redemption.&nbsp;</span></p> <p class="cls6"><span class="cls0">CORPORATION'S POWERS RESPECTING OWNERSHIP, VOTING, ETC. OF ITS&nbsp;</span></p> <p class="cls6"><span class="cls0">OWN STOCK; RIGHTS OF STOCK CALLED FOR REDEMPTION&nbsp;</span></p> <p><span class="cls0">A. Every corporation may purchase, redeem, receive, take, or otherwise acquire, own, hold, sell, lend, exchange, transfer, or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; provided, however, that no corporation shall:&nbsp;</span></p> <p><span class="cls0">1. Purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when the purchase or redemption would cause any impairment of the capital of the corporation, except that a corporation may purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to a preference are outstanding, any of its own shares if such shares will be retired upon their acquisition and the capital of the corporation reduced in accordance with the provisions of Sections 1078 and 1079 of this title. Nothing in this subsection shall invalidate or otherwise affect a note, debenture, or other obligation of a corporation given by it as consideration for its acquisition by purchase, redemption, or the exchange of its shares of stock if at the time such note, debenture, or obligation was delivered by the corporation its capital was not then impaired or did not thereby become impaired;&nbsp;</span></p> <p><span class="cls0">2. Purchase, for more than the price at which they may then be redeemed, any of its shares which are redeemable at the option of the corporation; or&nbsp;</span></p> <p><span class="cls0">3. Redeem any of its shares unless their redemption is authorized by subsection B of Section 1032 of this title and then only in accordance with the provisions of that section and the certificate of incorporation.&nbsp;</span></p> <p><span class="cls0">B. Nothing in this section shall be construed to limit or affect a corporation's right to resell any of its shares theretofore purchased or redeemed out of surplus and which have not been retired, for consideration fixed by the board of directors or by the shareholders if the certificate of incorporation so provides.&nbsp;</span></p> <p><span class="cls0">C. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of the other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes. Nothing in this section shall be construed as limiting the right of any corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity.&nbsp;</span></p> <p><span class="cls0">D. Shares which have been called for redemption shall not be deemed to be outstanding shares for the purpose of voting or determining the total number of shares entitled to vote on any matter on and after the date on which written notice of redemption has been sent to holders thereof and a sum sufficient to redeem those shares has been irrevocably deposited or set aside to pay the redemption price to the holders of the shares upon surrender of the certificates.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 41, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, &sect; 7, eff. Nov. 1, 1998.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181042. Issuance of Additional Stock When and by Whom.&nbsp;</span></p> <p class="cls6"><span class="cls0">ISSUANCE OF ADDITIONAL STOCK; WHEN AND BY WHOM&nbsp;</span></p> <p><span class="cls0">The directors, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, may issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 42, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181043. Liability of Shareholder or Subscriber for Stock not Paid in Full.&nbsp;</span></p> <p class="cls6"><span class="cls0">LIABILITY OF SHAREHOLDER OR SUBSCRIBER&nbsp;</span></p> <p class="cls6"><span class="cls0">FOR STOCK NOT PAID IN FULL&nbsp;</span></p> <p><span class="cls0">A. When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber for such shares shall be bound to pay on each share held or subscribed for by him the sum necessary to complete the amount of the unpaid balance of the consideration for which such shares were issued or to be issued by the corporation.&nbsp;</span></p> <p><span class="cls0">B. The amounts which shall be payable as provided in subsection A of this section may be recovered as provided for in Section 124 of this act, after a writ of execution against the corporation has been returned unsatisfied as provided for in that section.&nbsp;</span></p> <p><span class="cls0">C. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor.&nbsp;</span></p> <p><span class="cls0">D. No person holding shares in any corporation as collateral security shall be personally liable as a shareholder but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a shareholder, but the estate or funds held by such executor, administrator, guardian, trustee or other fiduciary in such fiduciary capacity shall be liable.&nbsp;</span></p> <p><span class="cls0">E. No liability under the provisions of this section or under the provisions of Section 124 of this act shall be asserted more than six (6) years after the issuance of the stock or the date of the subscription upon which the assessment is sought.&nbsp;</span></p> <p><span class="cls0">F. In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under the provisions of this section, any shareholder or subscriber for stock of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 43, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181044. Payment for Stock Not Paid in Full.&nbsp;</span></p> <p class="cls6"><span class="cls0">PAYMENT FOR STOCK NOT PAID IN FULL&nbsp;</span></p> <p><span class="cls0">The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. The directors, from time to time, may demand payment, in respect of each share of stock not fully paid, of such sum of money as the necessities of the business, in the judgment of the board of directors, may require, not exceeding in the whole the balance remaining unpaid on such stock, and such sum so demanded shall be paid to the corporation at such times and by such installments as the directors shall direct. The directors shall give written notice of the time and place of such payments, which notice shall be mailed at least thirty (30) days before the time for such payment, to each holder of or subscriber for stock which is not fully paid at his lastknown post office address.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 44, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181045. Failure to Pay for Stock Remedies.&nbsp;</span></p> <p class="cls6"><span class="cls0">FAILURE TO PAY FOR STOCK; REMEDIES&nbsp;</span></p> <p><span class="cls0">When any shareholder fails to pay any installment or call upon his stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any balance thereof remaining unpaid, from the said shareholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent shareholder as will pay all demands then due from him with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement at least one (1) week before the sale, in a newspaper of the county in this state where such corporation's registered office is located, and such notice shall be mailed by the corporation to such delinquent shareholder at his lastknown post office address, at least twenty (20) days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the corporation has its registered office, within one (1) year from the date of the bringing of such action at law, said stock and the amount previously paid in by the delinquent shareholder on the stock shall be forfeited to the corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 45, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181046. Revocability of Pre-Incorporation Subscriptions.&nbsp;</span></p> <p class="cls6"><span class="cls0">REVOCABILITY OF PRE-INCORPORATION SUBSCRIPTIONS&nbsp;</span></p> <p><span class="cls0">Unless otherwise provided for by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of six (6) months from its date.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 46, eff. Nov. 1, 1986.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181047. Formalities Required of Stock Subscriptions.&nbsp;</span></p> <p class="cls6"><span class="cls0">FORMALITIES REQUIRED OF STOCK SUBSCRIPTIONS&nbsp;</span></p> <p><span class="cls0">A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by his agent.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 47, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181048. Situs of Ownership of Stock.&nbsp;</span></p> <p class="cls6"><span class="cls0">SITUS OF OWNERSHIP OF STOCK&nbsp;</span></p> <p><span class="cls0">For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this state, whether organized in accordance with the provisions of the Oklahoma General Corporation Act or otherwise, shall be regarded as in this state.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 48, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1049. Dividends - Payment - Wasting Asset Corporations.&nbsp;</span></p> <p class="cls6"><span class="cls0">DIVIDENDS; PAYMENT; WASTING ASSET CORPORATIONS&nbsp;</span></p> <p><span class="cls0">A. The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock, or to its members if the corporation is a nonstock corporation, either out of its surplus, as defined in and computed in accordance with the provisions of Sections 1035 and 1079 of this title, or in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. If the capital of the corporation, computed in accordance with the provisions of Sections 1035 and 1079 of this title, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of the corporation shall not declare and pay out of the net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or otherwise affect a note, debenture, or other obligation of the corporation paid by it as a dividend on shares of its stock, or any payment made thereon, if at the time the note, debenture, or obligation was delivered by the corporation, the corporation had either surplus or net profits as provided in this subsection from which the dividend could lawfully have been paid.&nbsp;</span></p> <p><span class="cls0">B. Subject to any restrictions contained in its certificate of incorporation, the directors of any corporation engaged in the exploitation of wasting assets including, but not limited to, a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets, may determine the net profits derived from the exploitation of wasting assets or the net proceeds derived from liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation, or exploitation.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 49, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, &sect; 8, eff. Nov. 1, 1998; Laws 2001, c. 405, &sect; 9, eff. Nov. 1, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181050. Special Purpose Reserves.&nbsp;</span></p> <p class="cls6"><span class="cls0">SPECIAL PURPOSE RESERVES&nbsp;</span></p> <p><span class="cls0">The directors of a corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 50, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181051. Liability of directors as to dividends or stock redemption.&nbsp;</span></p> <p class="cls6"><span class="cls0">LIABILITY OF DIRECTORS AS TO DIVIDENDS OR STOCK REDEMPTION&nbsp;</span></p> <p><span class="cls0">A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such officer's, employee's, committee's or other person's competence and who have been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 51, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, &sect; 9, eff. Nov. 1, 1988.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181052. Declaration and Payment of Dividends.&nbsp;</span></p> <p class="cls6"><span class="cls0">DECLARATION AND PAYMENT OF DIVIDENDS&nbsp;</span></p> <p><span class="cls0">No corporation shall pay dividends except in accordance with the provisions of the Oklahoma General Corporation Act. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore unissued capital stock, the board of directors, by resolution, shall direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the board of directors. No such designation as capital shall be necessary if shares are being distributed by a corporation pursuant to a splitup or division of its stock rather than as payment of a dividend declared payable in stock of the corporation.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 52, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181053. Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption Exoneration from Liability Contribution among Directors Subrogation.&nbsp;</span></p> <p class="cls6"><span class="cls0">LIABILITY OF DIRECTORS FOR UNLAWFUL PAYMENT OF DIVIDEND OR UNLAWFUL&nbsp;</span></p> <p class="cls6"><span class="cls0">STOCK PURCHASE OR REDEMPTION; EXONERATION FROM LIABILITY;&nbsp;</span></p> <p class="cls6"><span class="cls0">CONTRIBUTION AMONG DIRECTORS; SUBROGATION&nbsp;</span></p> <p><span class="cls0">A. In case of any willful or negligent violation of the provisions of Sections 41 and 52 of this act, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within six (6) years after paying any unlawful dividend or after any unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the time such liability accrued. Any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may exonerate himself from such liability by causing his dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after he has notice of the same.&nbsp;</span></p> <p><span class="cls0">B. Any director against whom a claim is successfully asserted under the provisions of this section shall be entitled to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption.&nbsp;</span></p> <p><span class="cls0">C. Any director against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amount paid by him as a result of such claim, to be subrogated to the rights of the corporation against shareholders who received the dividend on, or assets for the sale or redemption of, their stock with knowledge of facts indicating that such dividend, stock purchase or redemption was unlawful pursuant to the provisions of the Oklahoma General Corporation Act, in proportion to the amounts received by such shareholders respectively.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 53, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181054. Transfer of Stock, Stock Certificates and Uncertificated Stock.&nbsp;</span></p> <p class="cls6"><span class="cls0">TRANSFER OF STOCK, STOCK CERTIFICATES AND UNCERTIFICATED STOCK&nbsp;</span></p> <p><span class="cls0">Except as otherwise provided for in the Oklahoma General Corporation Act, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by the Uniform Commercial Code Investment Securities. To the extent that any provision of the Oklahoma General Corporation Act is inconsistent with any provision of the Uniform Commercial Code Investment Securities, the provisions of the Uniform Commercial Code Investment Securities shall be controlling.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 54, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1055. Restriction on transfer of securities.&nbsp;</span></p> <p class="cls6"><span class="cls0">RESTRICTION ON TRANSFER OF SECURITIES&nbsp;</span></p> <p><span class="cls0">A. A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of a corporation&rsquo;s securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices sent pursuant to the provisions of subsection F of Section 1032 of this title, may be enforced against the holder of the restricted security or securities or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices sent pursuant to the provisions of subsection F of Section 1032 of this title, a restriction, even though permitted by this section, is ineffective except against a person with actual knowledge of the restriction.&nbsp;</span></p> <p><span class="cls0">B. A restriction on the transfer or registration of transfer of securities of a corporation, or on the amount of a corporation&rsquo;s securities that may be owned by any person or group of persons, may be imposed either by the certificate of incorporation or by the bylaws or by an agreement among any number of security holders or among such holders and the corporation. No restriction so imposed shall be binding with respect to securities issued prior to the adoption of the restriction unless the holders of the securities are parties to an agreement or voted in favor of the restriction.&nbsp;</span></p> <p><span class="cls0">C. A restriction on the transfer or registration of transfer of securities of a corporation or on the amount of a corporation&rsquo;s securities that may be owned by any person or group of persons is permitted by the provisions of this section if it:&nbsp;</span></p> <p><span class="cls0">1. Obligates the holder of the restricted securities to offer to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities;&nbsp;</span></p> <p><span class="cls0">2. Obligates the corporation or any holder of securities of the corporation or any other person or any combination of the foregoing, to purchase the securities which are the subject of an agreement respecting the purchase and sale of the restricted securities;&nbsp;</span></p> <p><span class="cls0">3. Requires the corporation or the holders of any class of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities or to approve the amount of securities of the corporation that may be owned by any person or group of persons;&nbsp;</span></p> <p><span class="cls0">4. Obligates the holder of the restricted securities to sell or transfer an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, or causes or results in the automatic sale or transfer of an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing; or&nbsp;</span></p> <p><span class="cls0">5. Prohibits or restricts the transfer of the restricted securities to, or the ownership of restricted securities by, designated persons or classes of persons or groups of persons, and such designation is not manifestly unreasonable.&nbsp;</span></p> <p><span class="cls0">D. Any restriction on the transfer or the registration of transfer of the securities of a corporation, or on the amount of securities of a corporation that may be owned by a person or group of persons, shall be conclusively presumed to be for a reasonable purpose for any of the following purposes:&nbsp;</span></p> <p><span class="cls0">1. Maintaining any local, state, federal or foreign tax advantage to the corporation or its shareholders, including without limitation:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;maintaining the corporation&rsquo;s status as an electing small business corporation under Subchapter S of the United States Internal Revenue Code,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;maintaining or preserving any tax attribute, including, without limitation, net operating losses, or&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;qualifying or maintaining the qualification of the corporation as a real estate investment trust pursuant to the United States Internal Revenue Code or regulations adopted pursuant to the United States Internal Revenue Code; or&nbsp;</span></p> <p><span class="cls0">2. Maintaining any statutory or regulatory advantage or complying with any statutory or regulatory requirements under applicable local, state, federal, or foreign law.&nbsp;</span></p> <p><span class="cls0">E. Any other lawful restriction on transfer or registration of transfer of securities, or on the amount of securities that may be owned by any person or group of persons, is permitted by the provisions of this section.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 55, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, &sect; 10, eff. Nov. 1, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1056. Meetings of shareholders.&nbsp;</span></p> <p class="cls6"><span class="cls0">MEETINGS OF SHAREHOLDERS&nbsp;</span></p> <p><span class="cls0">A. 1. Meetings of shareholders may be held at such place, either within or without this state, as may be designated by or in the manner provided in the certificate of incorporation or bylaws or, if not so designated, as determined by the board of directors. If, pursuant to this paragraph or the certificate of incorporation or the bylaws of the corporation, the board of directors is authorized to determine the place of a meeting of shareholders, the board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph 2 of this subsection.&nbsp;</span></p> <p><span class="cls0">2. If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;participate in a meeting of shareholders, and&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;be deemed present in person and vote at a meeting of shareholders whether the meeting is to be held at a designated place or solely by means of remote communication, provided that:&nbsp;</span></p> <p class="cls3"><span class="cls0">(1)&nbsp;&nbsp;the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder,&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;the corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings, and&nbsp;</span></p> <p class="cls3"><span class="cls0">(3)&nbsp;&nbsp;if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the corporation.&nbsp;</span></p> <p><span class="cls0">B. 1. Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an annual meeting of shareholders shall be held for the election of directors on a date and at a time designated by or in the manner provided for in the bylaws. Shareholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that if the consent is less than unanimous, the action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of the action are vacant and are filled by the action.&nbsp;</span></p> <p><span class="cls0">2. Any other proper business may be transacted at the annual meeting.&nbsp;</span></p> <p><span class="cls0">C. A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation except as may be otherwise specifically provided for in this act. If the annual meeting for election of directors is not held on the date designated therefor or action by written consent to elect directors in lieu of an annual meeting has not been taken, the directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting or action by written consent to elect directors in lieu of an annual meeting for a period of thirty (30) days after the date designated for the annual meeting, or if no date has been designated, for a period of thirteen (13) months after the latest to occur of the organization of the corporation, its last annual meeting, or the last action by written consent to elect directors in lieu of an annual meeting, the district court may summarily order a meeting to be held upon the application of any shareholder or director. The shares of stock represented at the meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the certificate of incorporation or bylaws to the contrary. The district court may issue orders as may be appropriate, including, without limitation, orders designating the time and place of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.&nbsp;</span></p> <p><span class="cls0">D. Special meetings of the shareholders may be called by the board of directors or by the person or persons as may be authorized by the certificate of incorporation or by the bylaws.&nbsp;</span></p> <p><span class="cls0">E. All elections of directors shall be by written ballot, unless otherwise provided for in the certificate of incorporation; if authorized by the board of directors, the requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission; provided that the electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or proxyholder.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 56, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, &sect; 9, eff. Nov. 1, 1998; Laws 2001, c. 405, &sect; 11, eff. Nov. 1, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1057. Voting Rights of Shareholders - Proxies - Limitations.&nbsp;</span></p> <p class="cls6"><span class="cls0">VOTING RIGHTS OF SHAREHOLDERS; PROXIES; LIMITATIONS&nbsp;</span></p> <p><span class="cls0">A. Unless otherwise provided for in the certificate of incorporation and subject to the provisions of Section 1058 of this title, each shareholder shall be entitled to one vote for each share of capital stock held by the shareholder. If the certificate of incorporation provides for more or less than one vote for any share on any matter, every reference in this act to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares.&nbsp;</span></p> <p><span class="cls0">B. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for the shareholder by proxy, but no proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.&nbsp;</span></p> <p><span class="cls0">C. Without limiting the manner in which a shareholder may authorize another person or persons to act as a proxy pursuant to subsection B of this section, the following shall constitute a valid means by which a shareholder may grant such authority:&nbsp;</span></p> <p><span class="cls0">1. A shareholder may execute a writing authorizing another person or persons to act for him or her as proxy. Execution may be accomplished by the shareholder or the shareholder&rsquo;s authorized officer, director, employee, or agent signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including, but not limited to, by facsimile signature.&nbsp;</span></p> <p><span class="cls0">2. A shareholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission; provided, that any telegram, cablegram, or other means of electronic transmission must either set forth, or be submitted with information from which it can be determined, that the telegram, cablegram, or other electronic transmission was authorized by the shareholder. If it is determined that telegrams, cablegrams, or other electronic transmissions are valid, the inspectors or, if there are no inspectors, any other person making that determination shall specify the information upon which they relied.&nbsp;</span></p> <p><span class="cls0">D. Any copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to subsection C of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that the copy, facsimile telecommunication, or other reproduction shall be a complete reproduction of the entire original writing or transmission.&nbsp;</span></p> <p><span class="cls0">E. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 57, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, &sect; 10, eff. Nov. 1, 1998; Laws 2004, c. 255, &sect; 10, eff. Nov. 1, 2004.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181058. Fixing date for determination of shareholders of record.&nbsp;</span></p> <p class="cls6"><span class="cls0">FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD&nbsp;</span></p> <p><span class="cls0">A. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.&nbsp;</span></p> <p><span class="cls0">B. 1. In order that the corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the Oklahoma General Corporation Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this state, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the Oklahoma General Corporation Act, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.&nbsp;</span></p> <p><span class="cls0">2. The provisions of this subsection shall be effective with respect to corporate actions taken by written consent, and to such written consent or consents, as to which the first written consent is executed or solicited after November 1, 1988.&nbsp;</span></p> <p><span class="cls0">C. In order that the corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 58, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, &sect; 10, eff. Nov. 1, 1988.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181059. Cumulative Voting.&nbsp;</span></p> <p class="cls6"><span class="cls0">CUMULATIVE VOTING&nbsp;</span></p> <p><span class="cls0">The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which, except for such provision as to cumulative voting, he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two (2) or more of them as he may see fit.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 59, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1060. Voting Rights of Members of Nonstock Corporations - Quorum - Proxies.&nbsp;</span></p> <p class="cls6"><span class="cls0">VOTING RIGHTS OF MEMBERS OF NONSTOCK&nbsp;</span></p> <p class="cls6"><span class="cls0">CORPORATIONS; QUORUM; PROXIES&nbsp;</span></p> <p><span class="cls0">A. The provisions of Sections 1056 through 1059 and 1061 of this title shall not apply to corporations not authorized to issue stock, except that subsection A of Section 1056 and subsections C and D 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.&nbsp;</span></p> <p><span class="cls0">B. Unless otherwise provided for in the certificate of incorporation of a nonstock corporation, each member shall be entitled at every meeting of members to one vote 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.&nbsp;</span></p> <p><span class="cls0">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:&nbsp;</span></p> <p><span class="cls0">1. One-third (1/3) of the members of the corporation shall constitute a quorum at a meeting of the members;&nbsp;</span></p> <p><span class="cls0">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; and&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">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.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 60, eff. Nov. 1, 1986. Amended by Laws 1999, c. 421, &sect; 10, eff. Nov. 1, 1999; Laws 2004, c. 255, &sect; 11, eff. Nov. 1, 2004.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181061. Quorum and required vote for stock corporations.&nbsp;</span></p> <p class="cls6"><span class="cls0">QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS&nbsp;</span></p> <p><span class="cls0">Subject to the provisions of the Oklahoma General Corporation Act, in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which 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, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than one-third (1/3) of the share of that class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:&nbsp;</span></p> <p><span class="cls0">1. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders;&nbsp;</span></p> <p><span class="cls0">2. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders;&nbsp;</span></p> <p><span class="cls0">3. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and&nbsp;</span></p> <p><span class="cls0">4. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 61, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, &sect; 11, eff. Nov. 1, 1988; Laws 1999, c. 421, &sect; 11, eff. Nov. 1, 1999.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;181062. Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock.&nbsp;</span></p> <p class="cls6"><span class="cls0">VOTING RIGHTS OF FIDUCIARIES, PLEDGORS&nbsp;</span></p> <p class="cls6"><span class="cls0">AND JOINT OWNERS OF STOCK&nbsp;</span></p> <p><span class="cls0">A. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee, to vote thereon, in which case only the pledgee, or his proxy may represent such stock and vote thereon.&nbsp;</span></p> <p><span class="cls0">B. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:&nbsp;</span></p> <p><span class="cls0">1. If only one (1) vote, his act binds all; or&nbsp;</span></p> <p><span class="cls0">2. If more than one (1) vote, the act of the majority so voting binds all; or&nbsp;</span></p> <p><span class="cls0">3. If more than one (1) vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the district court to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by such court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or evensplit for the purpose of this subsection shall be a majority or evensplit in interest.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 62, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1063. Voting trusts and other voting agreements.&nbsp;</span></p> <p class="cls6"><span class="cls0">VOTING TRUSTS AND OTHER VOTING AGREEMENTS&nbsp;</span></p> <p><span class="cls0">A. One (1) or more shareholders, by agreement in writing, may deposit capital stock of an original issue with or transfer capital stock to any person or persons, or entity or entities, authorized to act as trustee, for the purpose of vesting in the person or persons, or entity or entities, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by the agreement upon the terms and conditions stated in the agreement. The agreement may contain any other lawful provisions not inconsistent with its purpose. After the filing of a copy of the agreement in the registered office of the corporation in this state, which copy shall be open to the inspection of any shareholder of the corporation or any beneficiary of the trust under the agreement daily during business hours, certificates of stock or uncertificated stock shall be issued to the voting trustee or trustees to represent any stock of an original issue so deposited with the trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the voting trustee or trustees shall be surrendered and canceled and new certificates or uncertificated stock shall be issued therefor to the voting trustee or trustees. In the certificate so issued, if any, it shall be stated that it is issued pursuant to the agreement and that fact shall also be stated in the stock ledger of the corporation. The voting trustee or trustees may vote the stock so issued or transferred during the period specified in the agreement. Stock standing in the name of the voting trustee or trustees may be voted either in person or by proxy. In voting the stock, the voting trustee or trustees shall incur no responsibility as shareholder, trustee, or otherwise, except for the trustee&rsquo;s or trustees&rsquo; own individual malfeasance. In any case where two (2) or more persons or entities are designated as voting trustees, and the right and method of voting any stock standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote the stock and the manner of voting it at the meeting shall be determined by a majority of the trustees, or if they be equally divided or the right and manner of voting the stock in any particular case, the vote of the stock shall be divided equally among the trustees.&nbsp;</span></p> <p><span class="cls0">B. Any amendment to a voting trust agreement shall be made by a written agreement, a copy of which shall be filed in the registered office of the corporation in this state.&nbsp;</span></p> <p><span class="cls0">C. An agreement between two (2) or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided by the agreement, or as the parties may agree, or as determined in accordance with a procedure agreed upon by them.&nbsp;</span></p> <p><span class="cls0">D. This section shall not be construed to invalidate any voting or other agreement among shareholders or any irrevocable proxy which is not otherwise illegal.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 63, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, &sect; 4, emerg. eff. June 24, 1987; Laws 1998, c. 422, &sect; 11, eff. Nov. 1, 1998; Laws 2004, c. 255, &sect; 12, eff. Nov. 1, 2004.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1064. List of shareholders entitled to vote - Penalty for refusal to produce - Stock ledger.&nbsp;</span></p> <p class="cls6"><span class="cls0">LIST OF SHAREHOLDERS ENTITLED TO VOTE;&nbsp;</span></p> <p class="cls6"><span class="cls0">PENALTY FOR REFUSAL TO PRODUCE STOCK LEDGER&nbsp;</span></p> <p><span class="cls0">A. The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on the list. The list shall be open to the examination of any shareholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting:&nbsp;</span></p> <p><span class="cls0">1. On a reasonably accessible electronic network; provided that the information required to gain access to the list is provided with the notice of the meeting; or&nbsp;</span></p> <p><span class="cls0">2. During ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that the information is available only to shareholders of the corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.&nbsp;</span></p> <p><span class="cls0">B. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors held at a place, or to open such a list to examination on a reasonably accessible electronic network during any meeting for the election of directors held solely by means of remote communication, they shall be ineligible for election to any office at the meeting.&nbsp;</span></p> <p><span class="cls0">C. The stock ledger shall be the only evidence as to who are the shareholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of shareholders.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 64, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, &sect; 12, eff. Nov. 1, 2001; Laws 2004, c. 255, &sect; 13, eff. Nov. 1, 2004.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;18-1065. Inspection of Books and Records.&nbsp;</span></p> <p class="cls6"><span class="cls0">INSPECTION OF BOOKS AND RECORDS&nbsp;</span></p> <p><span class="cls0">A. As used in this section:&nbsp;</span></p> <p><span class="cls0">1. &ldquo;Shareholder&rdquo; means:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;a shareholder of record in a stock corporation, or a person who is the beneficial owner of shares of stock held either in a voting trust or by a nominee on behalf of a person, and&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;a member of a nonstock corporation as reflected on the records of the nonstock corporation;&nbsp;</span></p> <p><span class="cls0">2. &ldquo;List of shareholders&rdquo; includes a list of members in a nonstock corporation;&nbsp;</span></p> <p><span class="cls0">3. &ldquo;Under oath&rdquo; includes statements the declarant affirms to be true under penalty of perjury under the laws of the United States or any state; and&nbsp;</span></p> <p><span class="cls0">4. &ldquo;Subsidiary&rdquo; means any entity directly or indirectly owned, in whole or in part, by the corporation of which the shareholder is a shareholder and over the affairs of which the corporation directly or indirectly exercises control, and includes but is not limited to corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and joint ventures.&nbsp;</span></p> <p><span class="cls0">B. Any shareholder, in person or by attorney or other agent, upon written demand under oath stating the purpose thereof, shall have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:&nbsp;</span></p> <p><span class="cls0">1. The corporation&rsquo;s stock ledger, a list of shareholders, and its other books and records; and&nbsp;</span></p> <p><span class="cls0">2. A subsidiary&rsquo;s books and records, to the extent that:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;the corporation has actual possession and control of the records of the subsidiary, or&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;the corporation could obtain the records through the exercise of control over the subsidiary,&nbsp;</span></p> <p class="cls4"><span class="cls0">provided that as of the date of the making of the demand:&nbsp;</span></p> <p class="cls3"><span class="cls0">(1)&nbsp;&nbsp;shareholder inspection of the books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or person not affiliated with the corporation, and&nbsp;</span></p> <p class="cls3"><span class="cls0">(2)&nbsp;&nbsp;the subsidiary would not have the right under the law applicable to it to deny the corporation access to the books and records upon demand by the corporation.&nbsp;</span></p> <p><span class="cls0">In every instance where the shareholder is other than a records holder of stock in a stock corporation or a member of a nonstock corporation, the demand under oath shall state the person&rsquo;s status as a shareholder or member, be accompanied by documentary evidence of beneficial ownership of the stock or beneficial membership, and state that the documentary evidence is a true and correct copy of what it purports to be. A proper purpose shall mean a purpose reasonably related to a person&rsquo;s interest as a shareholder or member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or other writing which authorizes the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its registered office in this state or at its principal place of business.&nbsp;</span></p> <p><span class="cls0">C. 1. If the corporation or an officer or agent thereof refuses to permit an inspection sought by a shareholder or attorney or other agent acting for the shareholder pursuant to the provisions of subsection B of this section or does not reply to the demand within five (5) business days after the demand has been made, the shareholder may apply to the district court for an order to compel an inspection. The court may summarily order the corporation to permit the shareholder to inspect the corporation&rsquo;s stock ledger, an existing list of shareholders, and its other books and records, and to make copies or extracts therefrom; or the court may order the corporation to furnish to the shareholder a list of its shareholders as of a specific date on condition that the shareholder first pay to the corporation the reasonable cost of obtaining and furnishing the list and on other conditions as the court deems appropriate.&nbsp;</span></p> <p><span class="cls0">2. Where the shareholder seeks to inspect the corporation&rsquo;s books and records, other than its stock ledger or list of shareholders, the shareholder shall first establish that:&nbsp;</span></p> <p class="cls2"><span class="cls0">a.&nbsp;&nbsp;the shareholder is a shareholder,&nbsp;</span></p> <p class="cls2"><span class="cls0">b.&nbsp;&nbsp;the shareholder has complied with the provisions of this section respecting the form and manner of making demand for inspection of the documents, and&nbsp;</span></p> <p class="cls2"><span class="cls0">c.&nbsp;&nbsp;the inspection the shareholder seeks is for a proper purpose.&nbsp;</span></p> <p><span class="cls0">3. Where the shareholder seeks to inspect the corporation&rsquo;s stock ledger or list of shareholders and has complied with the provisions of this section respecting the form and manner of making demand for inspection of the documents, the burden of proof shall be upon the corporation to establish that the inspection the shareholder seeks is for an improper purpose. The court may, in its discretion, prescribe any limitations or conditions upon the inspection, or award other or further relief as the court may deem just and proper. The court may order books, documents, and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this state and kept in this state upon such terms and conditions as the order may prescribe.&nbsp;</span></p> <p><span class="cls0">D. Any director, including a member of the governing body of a nonstock corporation, shall have the right to examine the corporation&rsquo;s stock ledger, a list of its shareholders, and its other books and records for a purpose reasonably related to his or her position as a director. The district court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the list of shareholders and to make copies or extracts therefrom. The court, in its discretion, may prescribe any limitations or conditions with reference to the inspection, or award other or further relief as the court may deem just and proper. The burden of proof shall be upon the corporation to establish that the inspection the director seeks is for an improper purpose.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 65, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, &sect; 12, eff. Nov. 1, 1998; Laws 2004, c. 255, &sect; 14, eff. Nov. 1, 2004.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;181066. Voting, Inspection and Other Rights of Bondholders and Debenture Holders.&nbsp;</span></p> <p class="cls6"><span class="cls0">VOTING, INSPECTION AND OTHER RIGHTS OF&nbsp;</span></p> <p class="cls6"><span class="cls0">BONDHOLDERS AND DEBENTURE HOLDERS&nbsp;</span></p> <p><span class="cls0">Every corporation, in its certificate of incorporation, may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the certificate of incorporation, and may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of the provisions of the Oklahoma General Corporation Act or of its certificate of incorporation. If the certificate of incorporation so provides, such holders of bonds, debentures or other obligations shall be deemed to be shareholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of the Oklahoma General Corporation Act which requires the vote of shareholders as a prerequisite to any corporate action and the certificate of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in paragraph 2 of subsection B of Section 77 of this act.&nbsp;</span></p> <p class="cls1"><span class="cls0">Added by Laws 1986, c. 292, &sect; 66, eff. Nov. 1, 1986.&nbsp;</span></p> <p class="cls1">&nbsp;</p> <p><span class="cls0">&sect;18-1067. Notice of meetings and adjourned meetings.&nbsp;</span></p> <p class="cls6"><span class="cls0">NOTICE OF MEETINGS AND ADJOURNED MEETINGS&nbsp;</span></p> <p><span class="cls0">A. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at the meetings and, in the case of a special meeting, the purpose or purposes for which the meeting is called.&nbsp;</span></p> <p><span class="cls0">B. Unless otherwise provided for in the Oklahoma General Corporation Act, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein.&nbsp;</span></p> <p><span class="cls0">C. When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at the adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.&nbsp;</span></p> <p><span class="cls0">Added by Laws 1986, c. 292, &sect; 67, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, &sect; 13, eff. Nov. 1, 2001.&nbsp;</span></p> <p>&nbsp;</p> <p><span class="cls0">&sect;