2022 Oklahoma Statutes
Title 18. Corporations
§18-1202. Definitions.

As used in the Oklahoma Benefit Corporation Act:

1. "Benefit corporation" means:

• a.a business corporation incorporated under the Oklahoma General Corporation Act that is subject to this act, or
• b.a state bank or trust company incorporated under Title 6 of the Oklahoma Statutes that is subject to this act;

2. "Benefit enforcement proceeding" means any claim or action or proceeding for:

• a.failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its certificate of incorporation, or
• b.violation of any obligation, duty or standard of conduct under this act;

3. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation;

4. "Minimum status vote" means:

• a.in the case of a business corporation or a state bank or trust company, in addition to any other required approval or vote, the satisfaction of the following conditions:
• (1)the shareholders of every class or series shall be entitled to vote as a class on the corporate action regardless of a limitation stated in the certificate of incorporation or bylaws on the voting rights of any class or series, and
• (2)the corporate action shall be approved by the affirmative vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action, or
• b.in the case of a domestic entity other than a corporation or state bank or trust company, in addition to any other required approval, vote or consent, the satisfaction of the following conditions:
• (1)the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series, and
• (2)the action shall be approved by the affirmative vote or consent of the holders described in division (1) of this subparagraph entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action; and

5. "Specific public benefit" includes:

• a.providing low-income or underserved individuals or communities with beneficial products or services,
• b.promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business,
• c.protecting or restoring the environment,
• d.improving human health,
• e.promoting the arts, sciences or advancement of knowledge,
• f.increasing the flow of capital to entities with a purpose to benefit society or the environment, and
• g.conferring any other particular benefit on society or the environment.

Added by Laws 2019, c. 45, § 2, eff. Nov. 1, 2019.