Oklahoma § 18-1076 - Amendment of certificate of incorporation before receipt

§ 18-1076. Amendment of certificate of incorporation before receipt

of payment for stock.

AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE

RECEIPT OF PAYMENT FOR STOCK

A. Before a corporation has received any payment for any of its

stock, or before it has any members, as applicable, it may amend its

certificate of incorporation at any time or times, in any and as

many respects as may be desired, so long as its certificate of

incorporation as amended would contain only such provisions as it

would be lawful and proper to insert in an original certificate of

incorporation filed at the time of filing the amendment.

B. The amendment of certificate of incorporation authorized by

the provisions of this section shall be adopted by a majority of the

incorporators, if directors were not named in the original

certificate of incorporation or have not yet been elected, or, if

directors were named in the original certificate of incorporation or

have been elected and have qualified, by a majority of the

directors. A certificate setting forth the amendment and certifying

that the corporation has not received any payment for any of its

stock, or that the corporation has no members, as applicable, and

that the amendment has been duly adopted in accordance with the

Oklahoma Statutes - Title 18. Corporations

provisions of this section shall be executed, acknowledged and filed

in accordance with the provisions of Section 1007 of this title.

Upon such filing, the corporation's certificate of incorporation

shall be deemed to be amended accordingly as of the date on which

the original certificate of incorporation became effective, except

as to those persons who are substantially and adversely affected by

the amendment and as to those persons the amendment shall be

effective from the filing date.

C. This section shall apply to a nonstock corporation before

such a corporation has any members; provided, however, that all

references to directors shall be deemed to be references to members

of the governing body of the corporation.

Added by Laws 1986, c. 292, § 76, eff. Nov. 1, 1986. Amended by

Laws 2019, c. 88, § 16, eff. Nov. 1, 2019.