Oklahoma § 18-1202 - Definitions

§ 18-1202. Definitions

As used in the Oklahoma Benefit Corporation Act:

1. "Benefit corporation" means:

Oklahoma Statutes - Title 18. Corporations

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 twothirds (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

Oklahoma Statutes - Title 18. Corporations

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.