Oklahoma § 18-1118

§ 18-1118.

Proceedings under Federal Bankruptcy Code; Effectuation.

PROCEEDINGS UNDER THE FEDERAL

BANKRUPTCY CODE; EFFECTUATION

A. Any domestic corporation, an order for relief with respect

to which has been entered under the Federal Bankruptcy Code, 11

U.S.C., Section 101 et seq., or any successor statute, may put into

effect and carry out any decrees and orders of the court or judge in

the bankruptcy proceeding and may take any corporate action provided

or directed by such decrees and orders, without further action by

its directors or shareholders. Such power and authority may be

exercised, and such corporate action may be taken, as may be

directed by such decrees or orders, by the trustee or trustees of

such corporation appointed or elected in the bankruptcy proceedings,

Oklahoma Statutes - Title 18. Corporations

or a majority thereof, or if none be appointed or elected and

acting, by designated officers of the corporation, or by a

representative appointed by the court or judge, with like effect as

if exercised and taken by unanimous action of the directors and

shareholders of the corporation.

B. Such corporation, in the manner provided for in subsection A

of this section, but without limiting the generality or effect of

the foregoing, may alter, amend, or repeal its bylaws; constitute or

reconstitute and classify or reclassify its board of directors, and

name, constitute or appoint directors and officers in place of or in

addition to all or some of the directors or officers then in office;

amend its certificate of incorporation, and make any change in its

capital or capital stock, or any other amendment, change, or

alteration, or provision, authorized by the provisions of this act;

be dissolved, transfer all or part of its assets, merge, consolidate

or convert as permitted by the provisions of this act, in which

case, however, no shareholder shall have any statutory right of

appraisal of his stock; change the location of its registered

office, change its registered agent, and remove or appoint any agent

to receive service of process; authorize and fix the terms, manner

and conditions of, the issuance of bonds, debentures or other

obligations, whether or not convertible into stock of any class, or

bearing warrants or other evidences of optional rights to purchase

or subscribe for stock of any class; or lease its property and

franchises to any corporation, if permitted by law.

C. A certificate of any amendment, change or alteration, or of

dissolution, or any agreement of merger, consolidation or conversion

made by such corporation pursuant to the provisions of this section,

shall be filed with the Secretary of State in accordance with the

provisions of Section 1007 of this title, and, subject to the

provisions of subsection D of Section 1007 of this title, shall

thereupon become effective in accordance with its terms and the

provisions of this section. Such certificate, agreement of merger

or other instrument shall be made, executed and acknowledged, as may

be directed by such decrees or orders, by the trustee or trustees

appointed or elected in the reorganization or debtor in possession

in the bankruptcy proceedings, or a majority thereof, or, if none be

appointed or elected and acting, by the officers of the corporation,

or by a representative appointed by the court or judge, and shall

certify that provision for the making of such certificate, agreement

or instrument is contained in a decree or order of a court or judge

having jurisdiction of a proceeding under such Federal Bankruptcy

Code or successor statute.

D. The provisions of this section shall cease to apply to such

corporation upon the entry of a final decree in the bankruptcy

proceedings closing the case and discharging the trustee or

trustees, if any; provided, however, that the closing of a case and

Oklahoma Statutes - Title 18. Corporations

discharge of trustee or trustees, if any, will not affect the

validity of any act previously performed under subsections A through

C of this section.

E. On filing any certificate, agreement, report or other paper

made or executed pursuant to this section, there shall be paid to

the Secretary of State, for the use of the state, the same fees as

are payable by corporations not in bankruptcy proceedings upon the

filing of like certificates, agreements, reports or other papers.

Added by Laws 1986, c. 292, § 118, eff. Nov. 1, 1986. Amended by

Laws 2008, c. 253, § 15.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 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).