Oklahoma § 18-439.2 - Filing articles of conversion with Secretary of State Issuance of certificate of conversion

Full text of Oklahoma Oklahoma Statutes § 18-439.2 — Filing articles of conversion with Secretary of State Issuance of certificate of conversion, with citation guidance and answers to common questions.

§ 18-439.2. Filing articles of conversion with Secretary of State Issuance of certificate of conversion

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.

Added by Laws 1983, c. 15, § 3, emerg. eff. March 25, 1983.

§18-440-101. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-102. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-103. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-104. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-105. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-106. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-107. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-108. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-109. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-110. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-111. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-112. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-113. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-114. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-115. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-116. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-117. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-118. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-119. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-120.

2010.

Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

Oklahoma Statutes - Title 18. Corporations

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).

§18-440-201. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-202. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-203. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-204. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-205. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-206. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-207. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-208. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-301. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-302. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-303. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-304. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-401. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-402. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-403. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-404. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-405. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-406. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-407. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-501. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-502. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-503. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-504.

2010.

Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

Oklahoma Statutes - Title 18. Corporations

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).

§18-440-505. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-506. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-507. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-508. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-509. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-510. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-511. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-512. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-513. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-514. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-515. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-516. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-517. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-601. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-602. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-603. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-604. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-605. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-701. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-702. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-703. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-704. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-801.

2010.

Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

Oklahoma Statutes - Title 18. Corporations

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).

§18-440-802. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-803. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-804. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-805. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-806. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-807. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-808. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-809. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-810. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-811. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-812. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-813. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-814. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-815. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-816. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-817. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-818. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-819. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-820. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-821. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-822. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-823. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-901.

2010.

Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

Oklahoma Statutes - Title 18. Corporations

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).

§18-440-1001. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1002. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1003. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1004. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1005. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1006. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1007. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-1008. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1009. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1101. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1102. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1103. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1201. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1202. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1203. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-1204. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1205. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1206. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1207. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1208. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1209. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1210. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1211.

2010.

Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

Oklahoma Statutes - Title 18. Corporations

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).

§18-440-1212. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1213. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1214. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1215. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1301. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1302. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1303. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-1304. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1305. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1401. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1402. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1403. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1404. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1405. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1406. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-1407. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1408. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1501. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1502. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1503. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1504. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1601. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1602.

2010.

Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

Oklahoma Statutes - Title 18. Corporations

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).

§18-440-1603. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1604. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1605. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1606. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1607. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1608. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1609. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

Oklahoma Statutes - Title 18. Corporations

§18-440-1610. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1611. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1612. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1701. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1702. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1703. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-440-1704. Repealed by Laws 2009, c. 68, § 151, eff. Jan. 1,

2010.

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).

§18-441-101. Short title.

SHORT TITLE. Sections 1 through 149 of this act shall be known

and may be cited as the “Uniform Limited Cooperative Association Act

of 2009”.

Added by Laws 2009, c. 68, § 1, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-102. Definitions.

DEFINITIONS. In the Uniform Limited Cooperative Association Act

of 2009:

(1) “Articles of organization” 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.

(2) “Board of directors” means the board of directors of a

limited cooperative association.

(3) “Bylaws” means the bylaws of a limited cooperative

association. The term includes the bylaws as amended or restated.

(4) “Certificate of authority” means a certificate issued by

the Secretary of State for a foreign cooperative to transact

business in this state.

(5) “Contribution”, 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’s capacity as a member.

(6) “Cooperative” means a limited cooperative association or an

entity organized under any cooperative law of any jurisdiction.

(7) “Designated office” 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.

(8) “Director” means a director of a limited cooperative

association.

(9) “Distribution”, 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’s

financial rights or to a transferee of a member’s financial rights.

(10) “Entity” means a person other than an individual.

(11) “Financial rights” 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.

(12) “Foreign cooperative” means an entity organized in a

jurisdiction other than this state under a law similar to the

Uniform Limited Cooperative Association Act of 2009.

(13) “Governance rights” means the right to participate in

governance of a limited cooperative association.

(14) “Investor member” means a member that has made a

contribution to a limited cooperative association and

(A) is not required by the organic rules to conduct

patronage with the association in the member’s

Oklahoma Statutes - Title 18. Corporations

capacity as an investor member in order to receive the

member’s interest; or

(B) is not permitted by the organic rules to conduct

patronage with the association in the member’s

capacity as an investor member in order to receive the

member’s interest.

(15) “Limited cooperative association” means an association

organized under the Uniform Limited Cooperative Association Act of

2009.

(16) “Member” 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.

(17) “Member’s interest” means the interest of a patron member

or investor member under Section 57 of this act.

(18) “Members meeting” means an annual members meeting or

special meeting of members.

(19) “Organic law” means the statute providing for the creation

of an entity or principally governing its internal affairs.

(20) “Organic rules” means the articles of organization and

bylaws of a limited cooperative association.

(21) “Organizer” means an individual who signs the initial

articles of organization.

(22) “Patron member” means a member that has made a

contribution to a limited cooperative association and:

(A) is required by the organic rules to conduct patronage

with the association in the member’s capacity as a

patron member in order to receive the member’s

interest; or

(B) is permitted by the organic rules to conduct patronage

with the association in the member’s capacity as a

patron member in order to receive the member’s

interest.

(23) “Patronage” 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.

(24) “Person” 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.

(25) “Principal office” means the principal executive office of

a limited cooperative association or foreign cooperative, whether or

not in this state.

Oklahoma Statutes - Title 18. Corporations

(26) “Record”, 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.

(27) “Required information” means the information a limited

cooperative association is required to maintain under Section 14 of

this act.

(28) “Sign” means, with present intent to authenticate or adopt

a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an

electronic symbol, sound, or process.

(29) “State” 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.

(30) “Transfer” includes an assignment, conveyance, deed, bill

of sale, lease, mortgage, security interest, encumbrance, gift, and

transfer by operation of law.

(31) “Voting group” 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.

(32) “Voting member” 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.

(33) “Voting power” means the total current power of members to

vote on a particular matter for which a vote may or is to be taken.

Added by Laws 2009, c. 68, § 2, eff. Jan. 1, 2010.

§18-441-103. Limited cooperative association subject to amendment

or repeal of the Uniform Limited Cooperative Association Act of

2009.

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.

Added by Laws 2009, c. 68, § 3, eff. Jan. 1, 2010.

§18-441-104. Nature of limited cooperative association.

NATURE OF LIMITED COOPERATIVE ASSOCIATION.

(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:

Oklahoma Statutes - Title 18. Corporations

(1) Ownership, financing, and receipt of benefits by the

members for whose interests the association is formed; and

(2) Separate investments in the association by members who may

receive returns on their investments and a share of control.

(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.

Added by Laws 2009, c. 68, § 4, eff. Jan. 1, 2010.

§18-441-105. Purpose and duration of limited cooperative

association.

PURPOSE AND DURATION OF LIMITED COOPERATIVE ASSOCIATION.

(a) A limited cooperative association is an entity distinct

from its members.

(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.

limited cooperative association’s existence, the association has

perpetual duration.

Added by Laws 2009, c. 68, § 5, eff. Jan. 1, 2010.

§18-441-106. Powers.

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’s violation

of a duty to the association or of the organic law or organic rules.

Added by Laws 2009, c. 68, § 6, eff. Jan. 1, 2010.

§18-441-107. Governing law.

GOVERNING LAW. The law of this state governs:

(1) The internal affairs of a limited cooperative association;

and

(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.

Added by Laws 2009, c. 68, § 7, eff. Jan. 1, 2010.

§18-441-108.

Supplemental principles of law.

Oklahoma Statutes - Title 18. Corporations

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.

Added by Laws 2009, c. 68, § 8, eff. Jan. 1, 2010.

§18-441-109. Requirements of other laws.

REQUIREMENTS OF OTHER LAWS.

(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.

(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.

Added by Laws 2009, c. 68, § 9, eff. Jan. 1, 2010.

§18-441-110. Relation to restraint of trade and antitrust laws.

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.

Added by Laws 2009, c. 68, § 9, eff. Jan. 1, 2010.

§18-441-111. Name.

NAME.

(a) Use of the term “cooperative” 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.

(b) The name of a limited cooperative association must contain

the words “limited cooperative association” or “limited cooperative”

or the abbreviation “L.C.A.” or “LCA”. “Limited” may be abbreviated

as “Ltd.”. “Cooperative” may be abbreviated as “Co-op” or “Coop”.

“Association” may be abbreviated as “Assoc.” or “Assn.” A limited

cooperative association or a member may enforce the restrictions on

the use of the term “cooperative” under the Uniform Limited

Oklahoma Statutes - Title 18. Corporations

Cooperative Association Act of 2009 and Section 435 of Title 18 of

the Oklahoma Statutes.

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:

(1) The name of any entity organized or authorized to transact

business in this state;

(2) A name reserved under Section 12 of this act; and

(3) An alternative name approved for a foreign cooperative

authorized to transact business in this state.

(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:

(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

(2) The applicant delivers to the Secretary of State a

certified copy of the final judgment of a court establishing the

applicant’s right to use the name in this state.

Added by Laws 2009, c. 68, § 11, eff. Jan. 1, 2010.

§18-441-112. Reservation of name.

RESERVATION OF NAME.

(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’s exclusive use for a nonrenewable period of one hundred

twenty (120) days.

(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.

Added by Laws 2009, c. 68, § 12, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-113. Effect of organic rules.

EFFECT OF ORGANIC RULES.

(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.

(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:

(1) State a term of existence for the association under

subsection (c) of Section 5 of this act;

(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;

(3) Vary the limitations on the obligations and liability of

members for association obligations under Section 43 of this act;

(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;

(5) Vary the board of directors meeting quorum under subsection

(a) of Section 80 of this act;

(6) Vary the matters the board of directors may consider in

making a decision under Section 85 of this act;

(7) Specify causes of dissolution under paragraph (1) of

Section 103 of this act;

(8) Delegate amendment of the bylaws to the board of directors

pursuant to subsection (f) of Section 37 of this act;

(9) Provide for member approval of asset dispositions under

Section 130 of this act;

(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;

(11) Provide for permitting or making obligatory

indemnification under subsection (a) of Section 89 of this act; and

(12) Provide for any matters that may be contained in the

organic rules, including those under subsection (c) of this section.

this subsection may be varied only in the organic rules. The

organic rules may:

(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;

Oklahoma Statutes - Title 18. Corporations

(2) Provide restrictions on transactions between a member and

an association under Section 15 of this act;

(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;

(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;

(5) Provide for terms and conditions to become a member under

Section 41 of this act;

(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;

(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;

(8) Require a statement of purposes in the annual meeting

notice under subsection (b) of Section 47 of this act;

(9) Increase quorum requirements for members meetings under

Section 49 of this act and board of directors meetings under Section

80 of this act;

(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;

(11) Authorize investor members and expand or restrict the

transferability of members’ interests to the extent provided in

Sections 58 through 60 of this act;

(12) Provide for enforcement of a marketing contract under

subsection (a) of Section 65 of this act;

(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;

(14) Restrict the manner of conducting board meetings and

taking action without a meeting under Sections 76 and 77 of this

act;

(15) Provide for frequency, location, notice and waivers of

notice for board meetings under Sections 78 and 79 of this act;

(16) Increase the percentage of votes necessary for board

action under subsection (b) of Section 81 of this act;

(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;

(18) Provide for officers and their appointment, designation,

and authority under Section 87 of this act;

Oklahoma Statutes - Title 18. Corporations

(19) Provide for forms and values of contributions under

Section 91 of this act;

(20) Provide for remedies for failure to make a contribution

under subsection (b) of Section 92 of this act;

(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;

(22) Specify when a member’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;

(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;

(24) Increase the percentage of votes required for board of

director approval of:

(A) a resolution to dissolve under paragraph (1) of

subsection (a) of Section 106 of this act;

(B) a proposed amendment to the organic rules under

paragraph (1) of subsection (a) of Section 34 of this

act;

136 of this act;

(D) a plan of merger under subsection (a) of Section 140

of this act; and

(E) a proposed disposition of assets under paragraph (1)

of Section 132 of this act; and

(25) Vary the percentage of votes required for members approval

of:

(A) a resolution to dissolve under Section 106 of this

act;

(B) an amendment to the organic rules under Section 37 of

this act;

(D) a plan of merger under Section 141 of this act; and

(E) a disposition of assets under Section 133 of this act.

(d) The organic rules must address members’ contributions

pursuant to Section 90 of this act.

Added by Laws 2009, c. 68, § 13, eff. Jan. 1, 2010.

§18-441-114. Required information.

REQUIRED INFORMATION.

(a) Subject to subsection (b) of this section, a limited

cooperative association shall maintain in a record available at its

principal office:

Oklahoma Statutes - Title 18. Corporations

(1) A list containing the name, last-known street address and,

if different, mailing address, and term of office of each director

and officer;

(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;

(3) The initial bylaws and all amendments to and restatements

of the bylaws;

(4) All filed articles of merger and statements of conversion;

(5) All financial statements of the association for the six (6)

most recent years;

(6) The six most recent annual reports delivered by the

association to the Secretary of State;

(7) The minutes of members meetings for the six (6) most recent

years;

(8) Evidence of all actions taken by members without a meeting

for the six (6) most recent years;

(9) A list containing:

(A) the name, in alphabetical order, and last-known street

address and, if different, mailing address of each

patron member and each investor member; and

(B) if the association has districts or classes of

members, information from which each current member in

a district or class may be identified;

(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;

(11) Accounting records maintained by the association in the

ordinary course of its operations for the six (6) most recent years;

(12) The minutes of directors meetings for the six (6) most

recent years;

(13) Evidence of all actions taken by directors without a

meeting for the six (6) most recent years;

(14) The amount of money contributed and agreed to be

contributed by each member;

(15) A description and statement of the agreed value of

contributions other than money made and agreed to be made by each

member;

(16) The times at which, or events on the happening of which,

any additional contribution is to be made by each member;

(17) For each member, a description and statement of the

member’s interest or information from which the description and

statement can be derived; and

(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.

Oklahoma Statutes - Title 18. Corporations

(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’s existence.

maintained.

Added by Laws 2009, c. 68, § 14, eff. Jan. 1, 2010.

§18-441-115. Business transactions of member with limited

cooperative association.

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.

Added by Laws 2009, c. 68, § 15, eff. Jan. 1, 2010.

§18-441-116. Dual capacity.

DUAL CAPACITY. A person may have a patron member’s interest and

an investor member’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.

Added by Laws 2009, c. 68, § 16, eff. Jan. 1, 2010.

§18-441-117. Designated office and agent for service of process.

DESIGNATED OFFICE AND AGENT FOR SERVICE OF PROCESS.

(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:

(1) An office, as its designated office, which need not be a

place of the association’s or foreign cooperative’s activity in this

state; and

(2) An agent for service of process at the designated office.

(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.

Added by Laws 2009, c. 68, § 17, eff. Jan. 1, 2010.

§18-441-118. Change of designated office or agent for service of

process.

CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.

Oklahoma Statutes - Title 18. Corporations

(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:

(1) The name of the limited cooperative association;

(2) The street address and, if different, mailing address of

its designated office;

(3) If the designated office is to be changed, the street

address and, if different, mailing address of the new designated

office;

(4) The name of its agent for service of process; and

(5) If the agent for service of process is to be changed, the

name of the new agent.

(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:

(1) The name of the foreign cooperative;

(2) The name, street address and, if different, mailing address

of its designated office;

(3) If the current agent for service of process or an address

of the designated office is to be changed, the new information;

(4) The street address and, if different, mailing address of

its principal office; and

(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.

statement of change is effective when filed by the Secretary of

State.

Added by Laws 2009, c. 68, § 18, eff. Jan. 1, 2010.

§18-441-119. Resignation of agent for service of process.

RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(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.

(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.

Oklahoma Statutes - Title 18. Corporations

association or foreign cooperative terminates on the earlier of:

(1) The thirty-first day after the Secretary of State files a

statement of resignation under subsection (b) of this section; or

(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.

Added by Laws 2009, c. 68, § 19, eff. Jan. 1, 2010.

§18-441-120. Service of process.

SERVICE OF PROCESS.

(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.

(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.

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.

(d) Service is effected under subsection (c) of this section on

the earliest of:

(1) The date the limited cooperative association or foreign

cooperative receives the process, notice, or demand;

(2) The date shown on the return receipt, if signed on behalf

of the association or foreign cooperative; or

(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.

(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.

(f) This section does not affect the right to serve process,

notice, or a demand in any other manner provided by law.

Added by Laws 2009, c. 68, § 20, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-201. Signing of records delivered for filing to Secretary

of State.

SIGNING OF RECORDS DELIVERED FOR FILING TO SECRETARY OF STATE.

(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:

(1) The initial articles of organization must be signed by at

least one organizer.

(2) A statement of cancellation under subsection (d) of Section

30 of this act must be signed by at least one organizer.

(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.

(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.

(5) Any other record must be signed by the person on whose

behalf the record is delivered to the Secretary of State.

(b) Any record to be signed under the Uniform Limited

Cooperative Association Act of 2009 may be signed by an authorized

agent.

Added by Laws 2009, c. 68, § 21, eff. Jan. 1, 2010.

§18-441-202. Signing and filing of records pursuant to judicial

order.

SIGNING AND FILING OF RECORDS PURSUANT TO JUDICIAL ORDER.

(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’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:

(1) The person to sign the record and deliver it to the

Secretary of State for filing; or

(2) Delivery of the unsigned record to the Secretary of State

for filing.

(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.

effective.

Added by Laws 2009, c. 68, § 22, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-203. Delivery to and filing of records by Secretary of

State - Effective time and date.

DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE;

EFFECTIVE TIME AND DATE.

(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’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.

(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.

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:

(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’s

endorsement of the date and time on the record;

(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;

(3) If the record specifies a delayed effective date but not an

effective time, at 12:01 a.m. on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed; or

(4) If the record specifies an effective time and a delayed

effective date, at the specified time on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed.

Added by Laws 2009, c. 68, § 23, eff. Jan. 1, 2010.

§18-441-204. Correcting filed record.

CORRECTING FILED RECORD.

Oklahoma Statutes - Title 18. Corporations

(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.

(b) A statement of correction may not state a delayed effective

date and must:

(1) Describe the record to be corrected, including its filing

date, or have attached a copy of the record as filed;

(2) Specify the inaccurate information and the reason it is

inaccurate or the manner in which the signing was defective; and

(3) Correct the inaccurate information or defective signature.

correction is effective:

(1) When filed as to persons relying on the inaccurate

information or defective signature before its correction and

adversely affected by the correction; and

(2) As to all other persons, retroactively as of the effective

date and time of the record the statement corrects.

Added by Laws 2009, c. 68, § 24, eff. Jan. 1, 2010.

§18-441-205. Liability for inaccurate information in filed record.

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’s behalf and knew at the time the record

was signed that the information was inaccurate.

Added by Laws 2009, c. 68, § 25, eff. Jan. 1, 2010.

§18-441-206. Certificate of good standing or authorization.

CERTIFICATE OF GOOD STANDING OR AUTHORIZATION.

(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’s articles of

organization, that the association is in good standing, and that the

Secretary of State has not filed a statement of termination.

(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’s certificate

Oklahoma Statutes - Title 18. Corporations

of authority, has not revoked nor has reason to revoke the

certificate of authority, and has not filed a notice of

cancellation.

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.

Added by Laws 2009, c. 68, § 26, eff. Jan. 1, 2010.

§18-441-207. Annual report for Secretary of State.

ANNUAL REPORT FOR SECRETARY OF STATE.

(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:

(1) The name of the association or foreign cooperative;

(2) The street address and, if different, mailing address of

the association’s or foreign cooperative’s designated office and the

name of its agent for service of process at the designated office;

(3) The street address and, if different, mailing address of

the association’s or foreign cooperative’s principal office; and

(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.

(b) Information in an annual report must be current as of the

date the report is delivered to the Secretary of State.

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.

(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.

(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.

Oklahoma Statutes - Title 18. Corporations

(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.

(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.

Added by Laws 2009, c. 68, § 27, eff. Jan. 1, 2010.

§18-441-208. Filing fees.

FILING FEES. The filing fees for records filed under the

Uniform Limited Cooperative Association Act of 2009 by the Secretary

of State shall be:

1. For filing articles of organization, One Hundred Dollars

($100.00);

2. For filing an amendment to articles of organization or

restated articles of organization, Fifty Dollars ($50.00);

3. For filing articles of merger or conversion, One Hundred

Dollars ($100.00);

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, Twentyfive Dollars ($25.00);

5. For filing a name reservation or notice of transfer, Ten

Dollars ($10.00);

6. For filing an annual report, Fifty Dollars ($50.00);

7. For issuing a certificate of good standing, Twenty Dollars

($20.00);

8. For acting as registered agent, One Hundred Dollars

($100.00); and

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).

Added by Laws 2009, c. 68, § 28, eff. Jan. 1, 2010.

§18-441-301. Organizers.

ORGANIZERS. A limited cooperative association must be organized

by one or more organizers.

Added by Laws 2009, c. 68, § 29, eff. Jan. 1, 2010.

§18-441-302. Formation of limited cooperative association Articles of organization.

FORMATION OF LIMITED COOPERATIVE ASSOCIATION; ARTICLES OF

ORGANIZATION.

Oklahoma Statutes - Title 18. Corporations

(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:

(1) The name of the association;

(2) The purposes for which the association is formed;

(3) The street address and, if different, mailing address of

the association’s initial designated office and the name of the

association’s initial agent for service of process at the designated

office;

(4) The street address and, if different, mailing address of

the initial principal office;

(5) The name and street address and, if different, mailing

address of each organizer; and

(6) The term for which the association is to exist if other

than perpetual.

(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.

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.

(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.

Added by Laws 2009, c. 68, § 30, eff. Jan. 1, 2010.

§18-441-303. Organization of limited cooperative association.

ORGANIZATION OF LIMITED COOPERATIVE ASSOCIATION.

(a) After a limited cooperative association is formed:

(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;

(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.

(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.

Oklahoma Statutes - Title 18. Corporations

(d) An initial director serves until a successor is elected and

qualified at a members’ meeting or the director is removed, resigns,

is adjudged incompetent, or dies.

Added by Laws 2009, c. 68, § 31, eff. Jan. 1, 2010.

§18-441-304. Bylaws.

BYLAWS.

(a) Bylaws must be in a record and, if not stated in the

articles of organization, must include:

(1) A statement of the capital structure of the limited

cooperative association, including:

(A) the classes or other types of members’ interests and

relative rights, preferences, and restrictions granted

to or imposed upon each class or other type of

member’s interest; and

(B) the rights to share in profits or distributions of the

association;

(2) A statement of the method for admission of members;

(3) A statement designating voting and other governance rights,

including which members have voting power and any restriction on

voting power;

(4) A statement that a member’s interest is transferable if it

is to be transferable and a statement of the conditions upon which

it may be transferred;

(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;

(6) A statement concerning:

(A) 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

(B) the manner in which profits and losses are allocated

and distributions are made with respect to those

persons; and

(7) A statement of the number and terms of directors or the

method by which the number and terms are determined.

(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.

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.

Added by Laws 2009, c. 68, § 32, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-401. Authority to amend organic rules.

AUTHORITY TO AMEND ORGANIC RULES.

(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.

(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.

Added by Laws 2009, c. 68, § 33, eff. Jan. 1, 2010.

§18-441-402. Notice and action on amendment of organic rules.

NOTICE AND ACTION ON AMENDMENT OF ORGANIC RULES.

(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:

(1) A majority of the board of directors, or a greater

percentage if required by the organic rules; or

(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.

(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:

(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;

(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;

(3) A statement of any condition of the board’s submission of

the amendment to the members; and

(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.

Added by Laws 2009, c. 68, § 34, eff. Jan. 1, 2010.

§18-441-403. Method of voting on amendment of organic rules.

METHOD OF VOTING ON AMENDMENT OF ORGANIC RULES.

Oklahoma Statutes - Title 18. Corporations

(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.

(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.

amendment to the organic rules must be by the same percentage of

votes required to pass a proposed amendment.

Added by Laws 2009, c. 68, § 35, eff. Jan. 1, 2010.

§18-441-404. Voting by district, class, or voting group.

VOTING BY DISTRICT, CLASS, OR VOTING GROUP.

(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.

(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.

Added by Laws 2009, c. 68, § 36, eff. Jan. 1, 2010.

§18-441-405. Approval of amendment.

APPROVAL OF AMENDMENT.

(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:

(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

(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.

(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:

Oklahoma Statutes - Title 18. Corporations

(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

(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.

under paragraph (1) of subsection (a) of this section or paragraph

(1) of subsection (b) of this section be:

(1) A different percentage that is not less than a majority of

members voting at the meeting;

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

(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:

(1) Personal liability for an obligation of the association; or

(2) An obligation or liability for an additional contribution.

(e) The vote required to amend bylaws must satisfy the

requirements of subsection (a) of this section if the proposed

amendment modifies:

(1) The equity capital structure of the limited cooperative

association, including the rights of the association’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;

(2) The transferability of a member’s interest;

(3) The manner or method of allocation of profits or losses

among members;

(4) The quorum for a meeting and the rights of voting and

governance; or

(5) Unless otherwise provided in the organic rules, the terms

for admission of new members.

(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.

(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.

Added by Laws 2009, c. 68, § 37, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-406. Restated articles of organization.

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.

Added by Laws 2009, c. 68, § 38, eff. Jan. 1, 2010.

§18-441-407. Amendment or restatement of articles of organization Filing.

AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION; FILING.

(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:

(1) The name of the association;

(2) The date of filing of the association’s initial articles;

and

(3) The changes the amendment makes to the articles as most

recently amended or restated.

(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:

(1) Cause the articles to be amended; or

(2) If appropriate, deliver an amendment to the Secretary of

State for filing pursuant to Section 23 of this act.

restated articles may be delivered to the Secretary of State for

filing in the same manner as an amendment.

(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.

Added by Laws 2009, c. 68, § 39, eff. Jan. 1, 2010.

§18-441-501.

Members.

Oklahoma Statutes - Title 18. Corporations

MEMBERS. To begin business, a limited cooperative association

must have at least two patron members unless the sole member is a

cooperative.

Added by Laws 2009, c. 68, § 40, eff. Jan. 1, 2010.

§18-441-502. Becoming a member.

BECOMING A MEMBER. A person becomes a member:

(1) As provided in the organic rules;

(2) As the result of a merger or conversion under Article 16 of

the Uniform Limited Cooperative Association Act of 2009; or

(3) With the consent of all the members.

Added by Laws 2009, c. 68, § 41, eff. Jan. 1, 2010.

§18-441-503. No power as member to bind association.

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.

Added by Laws 2009, c. 68, § 42, eff. Jan. 1, 2010.

§18-441-504. No liability as member for association’s obligations.

NO LIABILITY AS MEMBER FOR ASSOCIATION’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.

Added by Laws 2009, c. 68, § 43, eff. Jan. 1, 2010.

§18-441-505. Right of member and former member to information.

RIGHT OF MEMBER AND FORMER MEMBER TO INFORMATION.

(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’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.

(b) On demand made in a record received by the limited

cooperative association, a member may obtain, inspect, and copy in

the association’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:

(1) The member seeks the information in good faith and for a

proper purpose reasonably related to the member’s interest;

Oklahoma Statutes - Title 18. Corporations

(2) The demand includes a description with reasonable

particularity of the information sought and the purpose for seeking

the information;

(3) The information sought is directly connected to the

member’s purpose; and

(4) The demand is reasonable.

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:

(1) If the association agrees to provide the demanded

information:

(A) what information the association will provide in

response to the demand; and

(B) a reasonable time and place at which the association

will provide the information; or

(2) If the association declines to provide some or all of the

demanded information, the association’s reasons for declining.

(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:

(1) The information pertains to the period during which the

person was a member in the association; and

(2) The person seeks the information in good faith.

(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.

(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.

(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.

(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.

(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

Oklahoma Statutes - Title 18. Corporations

section or by the organic rules applies to the attorney or other

agent.

(j) The rights stated in this section do not extend to a person

as transferee.

(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.

Added by Laws 2009, c. 68, § 44, eff. Jan. 1, 2010.

§18-441-506. Annual meeting of members.

ANNUAL MEETING OF MEMBERS.

(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.

(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.

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.

(d) The board of directors shall report, or cause to be

reported, at the association’s annual members meeting the

association’s business and financial condition as of the close of

the most recent fiscal year.

(e) Unless the organic rules otherwise provide, the board of

directors shall designate the presiding officer of the association’s

annual members meeting.

(f) Failure to hold an annual members meeting does not affect

the validity of any action by the limited cooperative association.

Added by Laws 2009, c. 68, § 45, eff. Jan. 1, 2010.

§18-441-507. Special meeting of members.

SPECIAL MEETING OF MEMBERS.

(a) A special meeting of members may be called only:

(1) As provided in the organic rules;

(2) By a majority vote of the board of directors on a proposal

stating the purpose of the meeting;

(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

(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.

Oklahoma Statutes - Title 18. Corporations

(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.

(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.

(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.

(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.

(f) Only business within the purpose or purposes stated in the

notice of a special meeting of members may be conducted at the

meeting.

(g) Unless the organic rules otherwise provide, the presiding

officer of a special meeting of members shall be designated by the

board of directors.

Added by Laws 2009, c. 68, § 46, eff. Jan. 1, 2010.

§18-441-508. Notice of members meeting.

NOTICE OF MEMBERS MEETING.

(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.

(b) Unless the articles of organization otherwise provide,

notice of an annual members meeting need not include any purpose of

the meeting.

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.

(d) Notice of a members meeting must be given in a record

unless oral notice is reasonable under the circumstances.

Added by Laws 2009, c. 68, § 47, eff. Jan. 1, 2010.

§18-441-509. Waiver of members meeting notice.

WAIVER OF MEMBERS MEETING NOTICE.

(a) A member may waive notice of a members meeting before,

during, or after the meeting.

(b) A member’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’s

Oklahoma Statutes - Title 18. Corporations

arrival at the meeting and does not thereafter vote for or assent to

action taken at the meeting.

Added by Laws 2009, c. 68, § 48, eff. Jan. 1, 2010.

§18-441-510. Quorum of members.

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.

Added by Laws 2009, c. 68, § 49, eff. Jan. 1, 2010.

§18-441-511. Voting by patron members.

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.

Added by Laws 2009, c. 68, § 50, eff. Jan. 1, 2010.

§18-441-512. Determination of voting power of patron member.

DETERMINATION OF VOTING POWER OF PATRON MEMBER.

(a) The organic rules may allocate voting power among patron

members on the basis of one or a combination of the following:

(1) One member, one vote;

(2) Use or patronage;

(3) Equity; or

(4) If a patron member is a cooperative, the number of its

patron members.

(b) The organic rules may provide for the allocation of patron

member voting power by districts or class, or any combination

thereof.

Added by Laws 2009, c. 68, § 51, eff. Jan. 1, 2010.

§18-441-513. Voting by investor members.

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.

Added by Laws 2009, c. 68, § 52, eff. Jan. 1, 2010.

§18-441-514. Voting requirements for members.

VOTING REQUIREMENTS FOR MEMBERS. If a limited cooperative

association has both patron and investor members, the following

rules apply:

(1) The total voting power of all patron members may not be

less than a majority of the entire voting power entitled to vote.

Oklahoma Statutes - Title 18. Corporations

(2) Action on any matter is approved only upon the affirmative

vote of at least a majority of:

(A) 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

(B) votes cast by patron members unless the organic rules

require a larger affirmative vote by patron members.

(3) The organic rules may provide for the percentage of the

affirmative votes that must be cast by investor members to approve

the matter.

Added by Laws 2009, c. 68, § 53, eff. Jan. 1, 2010.

§18-441-515. Manner of voting.

MANNER OF VOTING.

(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.

(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.

provisions governing the appointment of a proxy.

(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.

Added by Laws 2009, c. 68, § 54, eff. Jan. 1, 2010.

§18-441-516. Action without a meeting.

ACTION WITHOUT A MEETING.

(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.

(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.

time of the action.

Added by Laws 2009, c. 68, § 55, eff. Jan. 1, 2010.

§18-441-517. Districts and delegates - Classes of members.

DISTRICTS AND DELEGATES; CLASSES OF MEMBERS.

(a) The organic rules may provide for the formation of

geographic districts of patron members and:

Oklahoma Statutes - Title 18. Corporations

(1) For the conduct of patron member meetings by districts and

the election of directors at the meetings; or

(2) That districts may elect district delegates to represent

and vote for the district at members meetings.

(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.

classes of members, for the preferences, rights, and limitations of

the classes, and:

(1) For the conduct of members meetings by classes and the

election of directors at the meetings; or

(2) That classes may elect class delegates to represent and

vote for the class in members meetings.

(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.

Added by Laws 2009, c. 68, § 56, eff. Jan. 1, 2010.

§18-441-601. Member’s interest.

MEMBER’S INTEREST. A member’s interest:

(1) Is personal property;

(2) Consists of:

(A) governance rights;

(B) financial rights; and

the limited cooperative association; and

(3) May be in certificated or uncertificated form.

Added by Laws 2009, c. 68, § 57, eff. Jan. 1, 2010.

§18-441-602. Patron and investor members’ interests.

PATRON AND INVESTOR MEMBERS’ INTERESTS.

(a) Unless the organic rules establish investor members’

interests, a member’s interest is a patron member’s interest.

(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:

(1) If admitted as a patron member, remains a patron member;

(2) If admitted as an investor member, remains an investor

member; and

(3) If admitted as a patron member and investor member remains

a patron and investor member if not dissociated in one of the

capacities.

Added by Laws 2009, c. 68, § 58, eff. Jan. 1, 2010.

§18-441-603. Transferability of member’s interest.

TRANSFERABILITY OF MEMBER’S INTEREST.

Oklahoma Statutes - Title 18. Corporations

(a) The provisions of the Uniform Limited Cooperative Act of

2009 relating to the transferability of a member’s interest are

subject to the Uniform Commercial Code.

(b) Unless the organic rules otherwise provide, a member’s

interest other than financial rights is not transferable.

organic rules, a member may transfer its financial rights in the

limited cooperative association.

(d) The terms of any restriction on transferability of

financial rights must be:

(1) Set forth in the organic rules and the member records of

the association; and

(2) Conspicuously noted on any certificates evidencing a

member’s interest.

(e) A transferee of a member’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.

(f) A transferee of a member’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.

(g) A limited cooperative association need not give effect to a

transfer under this section until the association has notice of the

transfer.

(h) A transfer of a member’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.

Added by Laws 2009, c. 68, § 59, eff. Jan. 1, 2010.

§18-441-604. Security interest and set-off.

SECURITY INTEREST AND SET-OFF.

(a) A member or transferee may create an enforceable security

interest in its financial rights in a limited cooperative

association.

(b) Unless the organic rules otherwise provide, a member may

not create an enforceable security interest in the member’s

governance rights in a limited cooperative association.

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.

(d) Unless the organic rules otherwise provide, a member may

not compel the limited cooperative association to offset financial

Oklahoma Statutes - Title 18. Corporations

rights against any indebtedness or obligation owed to the

association.

Added by Laws 2009, c. 68, § 60, eff. Jan. 1, 2010.

§18-441-605. Charging orders for judgment creditor of member or

transferee.

CHARGING ORDERS FOR JUDGMENT CREDITOR OF MEMBER OR TRANSFEREE.

(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’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.

(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:

(1) Appoint a receiver of the share of the distributions due or

to become due to the judgment debtor under the judgment debtor’s

financial rights, with the power to make all inquiries the judgment

debtor might have made; and

(2) Make all other orders that the circumstances of the case

may require to give effect to the 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.

(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.

(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.

(f) The Uniform Limited Cooperative Association Act of 2009

does not deprive any member or transferee of the benefit of any

Oklahoma Statutes - Title 18. Corporations

exemption laws applicable to the member’s or transferee’s financial

rights.

(g) This section provides the exclusive remedy by which a

judgment creditor of a member or transferee may satisfy the judgment

from the member’s or transferee’s financial rights.

Added by Laws 2009, c. 68, § 61, eff. Jan. 1, 2010.

§18-441-701. Authority.

AUTHORITY. In this article, “marketing contract” means a

contract between a limited cooperative association and another

person, that need not be a patron member:

(1) Requiring the other person to sell, or deliver for sale or

marketing on the person’s behalf, a specified part of the person’s

products, commodities, or goods exclusively to or through the

association or any facilities furnished by the association; or

(2) Authorizing the association to act for the person in any

manner with respect to the products, commodities, or goods.

Added by Laws 2009, c. 68, § 62, eff. Jan. 1, 2010.

§18-441-702. Marketing contracts.

MARKETING CONTRACTS.

(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.

(b) A marketing contract may:

(1) Authorize a limited cooperative association to create an

enforceable security interest in the products, commodities, or goods

delivered; and

(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.

between a patron member and a limited cooperative association may be

contained in the organic rules.

Added by Laws 2009, c. 68, § 63, eff. Jan. 1, 2010.

§18-441-703. Duration of marketing contract.

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.

Added by Laws 2009, c. 68, § 64, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-704. Remedies for breach of contract.

REMEDIES FOR BREACH OF CONTRACT.

(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.

(b) Upon a breach of a marketing contract, whether by

anticipatory repudiation or otherwise, a limited cooperative

association may seek:

(1) An injunction to prevent further breach; and

(2) Specific performance.

remedies available to an association under law other than the

Uniform Limited Cooperative Association Act of 2009.

Added by Laws 2009, c. 68, § 65, eff. Jan. 1, 2010.

§18-441-801. Board of directors.

BOARD OF DIRECTORS.

(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.

(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.

association solely by being a director.

Added by Laws 2009, c. 68, § 66, eff. Jan. 1, 2010.

§18-441-802. No liability as director for limited cooperative

association’s obligations.

NO LIABILITY AS DIRECTOR FOR LIMITED COOPERATIVE ASSOCIATION’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.

Added by Laws 2009, c. 68, § 67, eff. Jan. 1, 2010.

§18-441-803.

Qualifications of directors.

Oklahoma Statutes - Title 18. Corporations

QUALIFICATIONS OF DIRECTORS.

(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.

(b) Unless the organic rules otherwise provide, a director may

be an officer or employee of the limited cooperative association.

number of nonmember directors may not exceed:

(1) One, if there are two through four directors;

(2) Two, if there are five through eight directors; or

(3) One-third (1/3) of the total number of directors if there

are at least nine directors.

(d) The organic rules may provide qualifications for directors

in addition to those in this section.

Added by Laws 2009, c. 68, § 68, eff. Jan. 1, 2010.

§18-441-804. Election of directors and composition of board.

ELECTION OF DIRECTORS AND COMPOSITION OF BOARD.

(a) Unless the organic rules require a greater number:

(1) The number of directors that must be patron members may not

be fewer than:

(A) one, if there are two or three directors;

(B) two, if there are four or five directors;

(D) one-third (1/3) of the directors if there are at least

nine directors; and

(2) A majority of the board of directors must be elected

exclusively by patron members.

(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.

rules may provide for the election of all or a specified number of

directors by one or more districts or classes of members.

(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.

(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.

(f) Unless the organic rules otherwise provide, cumulative

voting for directors is prohibited.

Oklahoma Statutes - Title 18. Corporations

(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.

Added by Laws 2009, c. 68, § 69, eff. Jan. 1, 2010.

§18-441-805. Term of director.

TERM OF DIRECTOR.

(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’s election or appointment.

The term of a director may not exceed three (3) years.

(b) Unless the organic rules otherwise provide, a director may

be reelected.

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.

(d) Unless the organic rules otherwise provide, a director does

not serve the remainder of the director’s term if the director

ceases to qualify to be a director.

Added by Laws 2009, c. 68, § 70, eff. Jan. 1, 2010.

§18-441-806. Resignation of director.

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.

Added by Laws 2009, c. 68, § 71, eff. Jan. 1, 2010.

§18-441-807. Removal of director.

REMOVAL OF DIRECTOR. Unless the organic rules otherwise

provide, the following rules apply:

(1) Members may remove a director with or without cause.

(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.

(3) Upon receipt of a petition for removal of a director, an

officer of the association or the board of directors shall:

(A) call a special meeting of members to be held not later

than ninety (90) days after receipt of the petition by

the association; and

(B) mail or otherwise transmit or deliver in a record to

the members entitled to vote on the removal, and to

Oklahoma Statutes - Title 18. Corporations

the director to be removed, notice of the meeting

which complies with Section 47 of this act.

(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.

Added by Laws 2009, c. 68, § 72, eff. Jan. 1, 2010.

§18-441-808. Suspension of director by board.

SUSPENSION OF DIRECTOR BY BOARD.

(a) A board of directors may suspend a director if, considering

the director’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:

(1) Fraudulent conduct with respect to the association or its

members;

(2) Gross abuse of the position of director;

(3) Intentional or reckless infliction of harm on the

association; or

(4) Any other behavior, act, or omission as provided by the

organic rules.

(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.

Added by Laws 2009, c. 68, § 73, eff. Jan. 1, 2010.

§18-441-809. Vacancy on board.

VACANCY ON BOARD.

(a) Unless the organic rules otherwise provide, a vacancy on

the board of directors must be filled:

(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

(2) For the unexpired term by members at the next annual

members meeting or a special meeting of members called to fill the

vacancy.

(b) Unless the organic rules otherwise provide, if a vacating

director was elected or appointed by a class of members or a

district:

(1) The new director must be of that class or district; and

(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.

Oklahoma Statutes - Title 18. Corporations

rules may provide for that member to appoint a director to fill the

vacancy.

Added by Laws 2009, c. 68, § 74, eff. Jan. 1, 2010.

§18-441-810. Remuneration of directors.

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.

Added by Laws 2009, c. 68, § 75, eff. Jan. 1, 2010.

§18-441-811. Meetings.

MEETINGS.

(a) A board of directors shall meet at least annually and may

hold meetings inside or outside this state.

(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.

Added by Laws 2009, c. 68, § 76, eff. Jan. 1, 2010.

§18-441-812. Action without meeting.

ACTION WITHOUT MEETING.

(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.

(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.

this section may specify the effective date or time of the action.

Added by Laws 2009, c. 68, § 77, eff. Jan. 1, 2010.

§18-441-813. Meetings and notice.

MEETINGS AND NOTICE.

(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.

(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.

Oklahoma Statutes - Title 18. Corporations

Added by Laws 2009, c. 68, § 78, eff. Jan. 1, 2010.

§18-441-814. Waiver of notice of meeting.

WAIVER OF NOTICE OF MEETING.

(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.

(b) Unless the organic rules otherwise provide, a director’s

participation in a meeting is a waiver of notice of that meeting

unless:

(1) The director objects to the meeting at the beginning of the

meeting or promptly upon the director’s arrival at the meeting and

does not thereafter vote in favor of or otherwise assent to the

action taken at the meeting; or

(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.

Added by Laws 2009, c. 68, § 79, eff. Jan. 1, 2010.

§18-441-815. Quorum.

QUORUM.

(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.

(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.

under paragraph (1) or (2) of subsection (b) of Section 79 of this

act does not count toward a quorum.

Added by Laws 2009, c. 68, § 80, eff. Jan. 1, 2010.

§18-441-816. Voting.

VOTING.

(a) Each director shall have one vote for purposes of decisions

made by the board of directors.

(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.

Added by Laws 2009, c. 68, § 81, eff. Jan. 1, 2010.

§18-441-817. Committees.

COMMITTEES.

Oklahoma Statutes - Title 18. Corporations

(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.

(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.

committee has the same rights, duties, and obligations as a director

serving on the committee.

(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:

(1) Approve allocations or distributions except according to a

formula or method prescribed by the board of directors;

(2) Approve or propose to members action requiring approval of

members; or

(3) Fill vacancies on the board of directors or any of its

committees.

Added by Laws 2009, c. 68, § 82, eff. Jan. 1, 2010.

§18-441-818. Standards of conduct and liability.

STANDARDS OF CONDUCT AND LIABILITY. Except as otherwise

provided in Section 85 of this act:

(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

(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.

Added by Laws 2009, c. 68, § 83, eff. Jan. 1, 2010.

§18-441-819. Conflict of interest.

CONFLICT OF INTEREST.

(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.

(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’s conduct relating to the duties

of the director may further the director’s own interest.

Added by Laws 2009, c. 68, § 84, eff. Jan. 1, 2010.

§18-441-820.

Other considerations of directors.

Oklahoma Statutes - Title 18. Corporations

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:

(1) The interest of employees, customers, and suppliers of the

association;

(2) The interest of the community in which the association

operates; and

(3) Other cooperative principles and values that may be applied

in the context of the decision.

Added by Laws 2009, c. 68, § 85, eff. Jan. 1, 2010.

§18-441-821. Right of director or committee member to information.

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’s duties as director or

the committee member’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.

Added by Laws 2009, c. 68, § 86, eff. Jan. 1, 2010.

§18-441-822. Appointment and authority of officers.

APPOINTMENT AND AUTHORITY OF OFFICERS.

(a) A limited cooperative association has the officers:

(1) Provided in the organic rules; or

(2) Established by the board of directors in a manner not

inconsistent with the organic rules.

(b) The organic rules may designate or, if the rules do not

designate, the board of directors shall designate, one of the

association’s officers for preparing all records required by Section

14 of this act and for the authentication of records.

directors shall appoint the officers of the limited cooperative

association.

(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.

(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.

Oklahoma Statutes - Title 18. Corporations

(f) Unless the organic rules otherwise provide, an individual

may simultaneously hold more than one office in a limited

cooperative association.

Added by Laws 2009, c. 68, § 87, eff. Jan. 1, 2010.

§18-441-823. Resignation and removal of officers.

RESIGNATION AND REMOVAL OF OFFICERS.

(a) The board of directors may remove an officer at any time

with or without cause.

(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.

Added by Laws 2009, c. 68, § 88, eff. Jan. 1, 2010.

§18-441-901. Indemnification.

INDEMNIFICATION.

(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.

(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.

Added by Laws 2009, c. 68, § 89, eff. Jan. 1, 2010.

§18-441-1001. Members’ contributions.

MEMBERS’ 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.

Added by Laws 2009, c. 68, § 90, eff. Jan. 1, 2010.

§18-441-1002. Contribution and valuation.

CONTRIBUTION AND VALUATION.

(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.

Oklahoma Statutes - Title 18. Corporations

(b) The receipt and acceptance of contributions and the

valuation of contributions must be reflected in a limited

cooperative association’s records.

directors shall determine the value of a member’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’s contribution obligation has been met.

Added by Laws 2009, c. 68, § 91, eff. Jan. 1, 2010.

§18-441-1003. Contribution agreements.

CONTRIBUTION AGREEMENTS.

(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:

(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.

(2) If a person does not make a required contribution:

(A) 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

(B) 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.

(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’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.

Added by Laws 2009, c. 68, § 92, eff. Jan. 1, 2010.

§18-441-1004. Allocations of profits and losses.

ALLOCATIONS OF PROFITS AND LOSSES.

(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.

Oklahoma Statutes - Title 18. Corporations

(b) Unless the organic rules otherwise provide, all profits and

losses of a limited cooperative association must be allocated to

patron 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:

(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.

(2) Amounts paid, due, or allocated to investor members as a

stated fixed return on equity are not considered amounts allocated

to investor members.

(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:

(1) An unallocated capital reserve; and

(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.

(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:

(1) To patron members in the ratio of each member’s patronage

to the total patronage of all patron members during the period for

which allocations are to be made; and

(2) To investor members, if any, in the ratio of each investor

member’s contributions to the total contributions of all investor

members.

(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’ contributions, or

other equitable methods.

Added by Laws 2009, c. 68, § 93, eff. Jan. 1, 2010.

§18-441-1005. Distributions.

DISTRIBUTIONS.

(a) Unless the organic rules otherwise provide and subject to

Section 96 of this act, the board of directors may authorize, and

Oklahoma Statutes - Title 18. Corporations

the limited cooperative association may make, distributions to

members.

(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’s own or other securities.

Added by Laws 2009, c. 68, § 94, eff. Jan. 1, 2010.

§18-441-1006. Redemption or repurchase.

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.

Added by Laws 2009, c. 68, § 95, eff. Jan. 1, 2010.

§18-441-1007. Limitations on distributions.

LIMITATIONS ON DISTRIBUTIONS.

(a) A limited cooperative association may not make a

distribution if, after the distribution:

(1) The association would not be able to pay its debts as they

become due in the ordinary course of the association’s activities;

(2) The association’s assets would be less than the sum of its

total liabilities.

(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.

section, the effect of a distribution allowed under subsection (b)

of this section is measured:

(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

(2) In all other cases, as of the date:

(A) the distribution is authorized, if the payment occurs

not later than one hundred twenty (120) days after

that date; or

(B) the payment is made, if payment occurs more than one

hundred twenty (120) days after the distribution is

authorized.

Oklahoma Statutes - Title 18. Corporations

(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.

(e) For purposes of this section, “distribution” 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.

Added by Laws 2009, c. 68, § 96, eff. Jan. 1, 2010.

§18-441-1008. Liability for improper distributions - Limitation of

action.

LIABILITY FOR IMPROPER DISTRIBUTIONS; LIMITATION OF ACTION.

(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.

(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.

subsection (a) may:

(1) Implead in the action any other director who is liable

under subsection (a) of this section and compel contribution from

the person; and

(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.

(d) An action under this section is barred if it is commenced

later than two (2) years after the distribution.

Added by Laws 2009, c. 68, § 97, eff. Jan. 1, 2010.

§18-441-1009. Relation to state securities law.

RELATION TO STATE SECURITIES LAW. Patron members’ 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.

Added by Laws 2009, c. 68, § 98, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-1101. Member’s dissociation.

MEMBER’S DISSOCIATION.

(a) A person has the power to dissociate as a member at any

time, rightfully or wrongfully, by express will.

(b) Unless the organic rules otherwise provide, a member’s

dissociation from a limited cooperative association is wrongful only

if the dissociation:

(1) Breaches an express provision of the organic rules; or

(2) Occurs before the termination of the limited cooperative

association and:

(A) the person is expelled as a member under paragraph (3)

or (4) of subsection (d) of this section; or

(B) 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.

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.

(d) A member is dissociated from the limited cooperative

association as a member when:

(1) The association receives notice in a record of the member’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;

(2) An event stated in the organic rules as causing the

member’s dissociation as a member occurs;

(3) The member is expelled as a member under the organic rules;

(4) The member is expelled as a member by the board of

directors because:

(A) it is unlawful to carry on the association’s

activities with the member as a member;

(B) there has been a transfer of all the member’s

financial rights in the association, other than:

(i) a creation or perfection of a security interest;

(ii) a charging order in effect under Section 61 of

this act which has not been foreclosed;

association, or partnership, which has been dissolved,

and its business is being wound up; or

(D) the member is a corporation or cooperative and:

(i) the member filed a certificate of dissolution or

the equivalent, or the jurisdiction of formation

Oklahoma Statutes - Title 18. Corporations

revoked the association’s charter or right to

conduct business;

(ii) 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

(iii) 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’s charter or right to conduct

business; or

(E) the member is an individual and is adjudged

incompetent;

(5) In the case of a member who is an individual, the

individual dies;

(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’s

financial rights in the association are distributed;

(7) In the case of a member that is an estate, the estate’s

entire financial interest in the association is distributed;

(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

(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.

Added by Laws 2009, c. 68, § 99, eff. Jan. 1, 2010.

§18-441-1102. Effect of dissociation as member.

EFFECT OF DISSOCIATION AS MEMBER.

(a) Upon a member’s dissociation:

(1) Subject to Section 101 of this act, the person has no

further rights as a member; and

(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’s capacity as a member

immediately before dissociation are owned by the person as a

transferee.

(b) A person’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.

Added by Laws 2009, c. 68, § 100, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-1103. Power of estate of member.

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’s

personal representative or other legal representative may exercise

the rights of a transferee of the member’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.

Added by Laws 2009, c. 68, § 101, eff. Jan. 1, 2010.

§18-441-1201. Dissolution and winding up.

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.

Added by Laws 2009, c. 68, § 102, eff. Jan. 1, 2010.

§18-441-1202. Nonjudicial dissolution.

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:

(1) Upon the occurrence of an event or at a time specified in

the articles of organization;

(2) Upon the action of the association’s organizers, board of

directors, or members under Section 105 or 106 of this act; or

(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:

(A) has a sole member that is a cooperative; or

(B) 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.

Added by Laws 2009, c. 68, § 103, eff. Jan. 1, 2010.

§18-441-1203. Judicial dissolution.

JUDICIAL DISSOLUTION. The district court may dissolve a limited

cooperative association or order any action that under the

circumstances is appropriate and equitable:

(1) In a proceeding initiated by the Attorney General, if:

(A) the association obtained its articles of organization

through fraud; or

(B) the association has continued to exceed or abuse the

authority conferred upon it by law; or

(2) In a proceeding initiated by a member, if:

(A) the directors are deadlocked in the management of the

association’s affairs, the members are unable to break

Oklahoma Statutes - Title 18. Corporations

the deadlock, and irreparable injury to the

association is occurring or is threatened because of

the deadlock;

(B) 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;

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;

(D) the assets of the association are being misapplied or

wasted.

Added by Laws 2009, c. 68, § 104, eff. Jan. 1, 2010.

§18-441-1204. Voluntary dissolution before commencement of

activity.

VOLUNTARY DISSOLUTION BEFORE COMMENCEMENT OF ACTIVITY. A

majority of the organizers or initial directors of a limited

cooperative association that has not yet begun business activity or

the conduct of its affairs may dissolve the association.

Added by Laws 2009, c. 68, § 105, eff. Jan. 1, 2010.

§18-441-1205. Voluntary dissolution by the board and members.

VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS.

(a) Except as otherwise provided in Section 105 of this act,

for a limited cooperative association to voluntarily dissolve:

(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;

(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

(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:

(A) the resolution required by paragraph (1) of this

subsection;

(B) 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

the same manner as notice of a special meeting of

members.

Oklahoma Statutes - Title 18. Corporations

(b) Subject to subsection (c) of this section, a resolution to

dissolve must be approved by:

(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

(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.

under paragraph (1) of subsection (b) of this section is:

(1) A different percentage that is not less than a majority of

members voting at the meeting; or

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

Added by Laws 2009, c. 68, § 106, eff. Jan. 1, 2010.

§18-441-1206. Winding up.

WINDING UP.

(a) A limited cooperative association continues after

dissolution only for purposes of winding up its activities.

(b) In winding up a limited cooperative association’s

activities, the board of directors shall cause the association to:

(1) Discharge its liabilities, settle and close its activities,

and marshal and distribute its assets;

(2) Preserve the association or its property as a going concern

for no more than a reasonable time;

(3) Prosecute and defend actions and proceedings;

(4) Transfer association property; and

(5) Perform other necessary acts.

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’s activities, if:

(1) After a reasonable time, the association has not wound up

its activities; or

(2) The applicant establishes other good cause.

(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.

Added by Laws 2009, c. 68, § 107, eff. Jan. 1, 2010.

§18-441-1207. Distribution of assets in winding up limited

cooperative association.

Oklahoma Statutes - Title 18. Corporations

DISTRIBUTION OF ASSETS IN WINDING UP LIMITED COOPERATIVE

ASSOCIATION.

(a) In winding up a limited cooperative association’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.

(b) Unless the organic rules otherwise provide, in this

subsection “financial interests” 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’s financial interests to the total

financial interests of the members after all other obligations are

satisfied.

Added by Laws 2009, c. 68, § 108, eff. Jan. 1, 2010.

§18-441-1208. Known claims against dissolved limited cooperative

association.

KNOWN CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.

(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.

(b) A dissolved limited cooperative association may notify its

known claimants of the dissolution in a record. The notice must:

(1) Specify that a claim be in a record;

(2) Specify the information required to be included in the

claim;

(3) Provide an address to which the claim must be sent;

(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

(5) State that the claim will be barred if not received by the

deadline.

is barred if the requirements of subsection (b) of this section are

met, and:

(1) The association is not notified of the claimant’s claim, in

a record, by the deadline specified in the notice under paragraph

(4) of subsection (b) of this section;

(2) In the case of a claim that is timely received but rejected

by the association, the claimant does not commence an action to

Oklahoma Statutes - Title 18. Corporations

enforce the claim against the association within ninety (90) days

after receipt of the notice of the rejection; or

(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:

(A) after the one-hundred-twenty-day period; and

(B) not later than ninety (90) days after the one-hundredtwenty-day period.

(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.

Added by Laws 2009, c. 68, § 109, eff. Jan. 1, 2010.

§18-441-1209. Other claims against dissolved limited cooperative

association.

OTHER CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION.

(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.

(b) A notice under subsection (a) of this section must:

(1) Be published at least once in a newspaper of general

circulation in the county in which the dissolved limited cooperative

association’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’s designated office is or was last located;

(2) Describe the information required to be contained in a

claim and provide an address to which the claim is to be sent; and

(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.

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:

(1) A claimant that is entitled to but did not receive notice

in a record under Section 109 of this act; and

(2) A claimant whose claim is contingent or based on an event

occurring after the effective date of dissolution.

(d) A claim not barred under this section may be enforced:

(1) Against a dissolved limited cooperative association, to the

extent of its undistributed assets; or

(2) If the association’s assets have been distributed in

connection with winding up the association’s activities, against a

member or holder of financial rights to the extent of that person’s

proportionate share of the claim or the association’s assets

Oklahoma Statutes - Title 18. Corporations

distributed to the person in connection with the winding up,

whichever is less. The person’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.

Added by Laws 2009, c. 68, § 110, eff. Jan. 1, 2010.

§18-441-1210. Court proceeding.

COURT PROCEEDING.

(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’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.

(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.

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.

(d) Provision by the dissolved limited cooperative association

for security in the amount and the form ordered by the court

satisfies the association’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.

Added by Laws 2009, c. 68, § 111, eff. Jan. 1, 2010.

§18-441-1211. Administrative dissolution.

ADMINISTRATIVE DISSOLUTION.

(a) The Secretary of State may dissolve a limited cooperative

association administratively if the association does not:

(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

Oklahoma Statutes - Title 18. Corporations

(2) Deliver not later than sixty (60) days after the due date

its annual report to the Secretary of State.

(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.

of the Secretary of State’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.

(d) A limited cooperative association that has been dissolved

administratively continues its existence only for purposes of

winding up its activities.

(e) The administrative dissolution of a limited cooperative

association does not terminate the authority of its agent for

service of process.

Added by Laws 2009, c. 68, § 112, eff. Jan. 1, 2010.

§18-441-1212. Reinstatement following administrative dissolution.

REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION.

(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:

(1) The name of the association and the effective date of its

administrative dissolution;

(2) That the grounds for dissolution either did not exist or

have been eliminated; and

(3) That the association’s name satisfies the requirements of

Section 11 of this act.

(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:

(1) Prepare a declaration of reinstatement;

(2) File the original of the declaration; and

(3) Serve a copy of the declaration on the association.

relates back to and takes effect as of the effective date of the

administrative dissolution, and the limited cooperative association

Oklahoma Statutes - Title 18. Corporations

may resume or continue its activities as if the administrative

dissolution had not occurred.

Added by Laws 2009, c. 68, § 113, eff. Jan. 1, 2010.

§18-441-1213. Denial of reinstatement - Appeal.

DENIAL OF REINSTATEMENT; APPEAL.

(a) If the Secretary of State denies a limited cooperative

association’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.

(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’s declaration of dissolution, the association’s application

for reinstatement, and the Secretary of State’s notice of denial.

reinstate the dissolved cooperative association or may take other

action the court considers appropriate.

Added by Laws 2009, c. 68, § 114, eff. Jan. 1, 2010.

§18-441-1214. Statement of dissolution.

STATEMENT OF DISSOLUTION.

(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:

(1) The name of the association;

(2) The date the association dissolved or will dissolve; and

(3) Any other information the association considers relevant.

(b) A person has notice of a limited cooperative association’s

dissolution on the later of:

(1) Ninety (90) days after a statement of dissolution is filed;

(2) The effective date stated in the statement of dissolution.

Added by Laws 2009, c. 68, § 115, eff. Jan. 1, 2010.

§18-441-1215. Statement of termination.

STATEMENT OF TERMINATION.

(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:

(1) The name of the association;

(2) The date of filing of its initial articles of organization;

and

(3) That the association is terminated.

Oklahoma Statutes - Title 18. Corporations

(b) The filing of a statement of termination does not itself

terminate the limited cooperative association.

Added by Laws 2009, c. 68, § 116, eff. Jan. 1, 2010.

§18-441-1301. Derivative action.

DERIVATIVE ACTION. A member may maintain a derivative action to

enforce a right of a limited cooperative association if:

(1) The member demands that the association bring an action to

enforce the right; and

(2) Any of the following occur:

(A) the association does not, within ninety (90) days

after the member makes the demand, agree to bring the

action;

(B) the association notifies the member that it has

rejected the demand;

waiting ninety (90) days after the member makes the

demand; or

(D) the association agrees to bring an action demanded and

fails to bring the action within a reasonable time.

Added by Laws 2009, c. 68, § 117, eff. Jan. 1, 2010.

§18-441-1302. Proper plaintiff.

PROPER PLAINTIFF.

(a) A derivative action to enforce a right of a limited

cooperative association may be maintained only by a person that:

(1) Is a member or a dissociated member at the time the action

is commenced and:

(A) was a member when the conduct giving rise to the

action occurred; or

(B) 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

(2) Adequately represents the interests of the association.

(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.

Added by Laws 2009, c. 68, § 118, eff. Jan. 1, 2010.

§18-441-1303. Pleading.

PLEADING. In a derivative action to enforce a right of a

limited cooperative association, the complaint must state:

(1) The date and content of the plaintiff’s demand under

paragraph (1) of Section 117 of this act and the association’s

response;

Oklahoma Statutes - Title 18. Corporations

(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

(3) If the association agreed to bring an action demanded, that

the action has not been brought within a reasonable time.

Added by Laws 2009, c. 68, § 119, eff. Jan. 1, 2010.

§18-441-1304. Approval for discontinuance or settlement.

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’s approval.

Added by Laws 2009, c. 68, § 120, eff. Jan. 1, 2010.

§18-441-1305. Proceeds and expenses.

PROCEEDS AND EXPENSES.

(a) Except as otherwise provided in subsection (b) of this

section:

(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

(2) If the plaintiff in the derivative action receives any

proceeds, the plaintiff shall immediately remit them to the

association.

(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.

Added by Laws 2009, c. 68, § 121, eff. Jan. 1, 2010.

§18-441-1401. Governing law.

GOVERNING LAW.

(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.

(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.

cooperative to engage in any activity or exercise any power that a

limited cooperative association may not engage in or exercise in

this state.

Added by Laws 2009, c. 68, § 122, eff. Jan. 1, 2010.

§18-441-1402.

Application for certificate of authority.

Oklahoma Statutes - Title 18. Corporations

APPLICATION FOR CERTIFICATE OF AUTHORITY.

(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:

(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;

(2) The name of the state or other jurisdiction under whose law

the foreign cooperative is organized;

(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;

(4) The street address and, if different, mailing address of

the foreign cooperative’s designated office in this state, and the

name of the foreign cooperative’s agent for service of process at

the designated office; and

(5) The name, street address and, if different, mailing address

of each of the foreign cooperative’s current directors and officers.

(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’s

publicly filed records in the state or other jurisdiction under

whose law the foreign cooperative is organized.

Added by Laws 2009, c. 68, § 123, eff. Jan. 1, 2010.

§18-441-1403. Activities not constituting transacting business.

ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.

(a) Activities of a foreign cooperative which do not constitute

transacting business in this state under this article include:

(1) Maintaining, defending, and settling an action or

proceeding;

(2) Holding meetings of the foreign cooperative’s members or

directors or carrying on any other activity concerning the foreign

cooperative’s internal affairs;

(3) Maintaining accounts in financial institutions;

(4) Maintaining offices or agencies for the transfer, exchange,

and registration of the foreign cooperative’s own securities or

maintaining trustees or depositories with respect to those

securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or

electronic means, through employees, agents, or otherwise, if the

Oklahoma Statutes - Title 18. Corporations

orders require acceptance outside this state before they become

contracts;

(7) Creating or acquiring indebtedness, mortgages, or security

interests in real or personal property;

(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;

(9) Conducting an isolated transaction that is completed within

thirty (30) days and is not one in the course of similar

transactions; and

(10) Transacting business in interstate commerce.

(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.

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.

Added by Laws 2009, c. 68, § 124, eff. Jan. 1, 2010.

§18-441-1404. Issuance of certificate of authority.

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.

Added by Laws 2009, c. 68, § 125, eff. Jan. 1, 2010.

§18-441-1405. Noncomplying name of foreign cooperative.

NONCOMPLYING NAME OF FOREIGN COOPERATIVE.

(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’s business in this state must be

transacted under that name.

(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.

Added by Laws 2009, c. 68, § 126, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-1406. Revocation of certificate of authority.

REVOCATION OF CERTIFICATE OF AUTHORITY.

(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:

(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;

(2) Deliver, not later than sixty (60) days after the due date,

its annual report;

(3) Appoint and maintain an agent for service of process; or

(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’s designated office.

(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’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’s principal office. The notice must state:

(1) The revocation’s effective date, which must be at least

sixty (60) days after the date the Secretary of State sends the

copy; and

(2) The foreign cooperative’s noncompliance that is the reason

for the revocation.

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.

Added by Laws 2009, c. 68, § 127, eff. Jan. 1, 2010.

§18-441-1407. Cancellation of certificate of authority - Effect of

failure to have certificate.

CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO

HAVE CERTIFICATE.

(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.

(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.

Oklahoma Statutes - Title 18. Corporations

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.

(d) A member of a foreign cooperative is not liable for the

obligations of the foreign cooperative solely by reason of the

foreign cooperative’s having transacted business in this state

without a certificate of authority.

(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.

Added by Laws 2009, c. 68, § 128, eff. Jan. 1, 2010.

§18-441-1408. Action by Attorney General.

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.

Added by Laws 2009, c. 68, § 129, eff. Jan. 1, 2010.

§18-441-1501. Disposition of assets not requiring member approval.

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:

(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

(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.

Added by Laws 2009, c. 68, § 130, eff. Jan. 1, 2010.

§18-441-1502. Member approval of other disposition of assets.

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’s

members under Sections 132 and 133 of this act if the disposition

leaves the association without significant continuing business

activity.

Added by Laws 2009, c. 68, § 131, eff. Jan. 1, 2010.

§18-441-1503.

Notice and action on disposition of assets.

Oklahoma Statutes - Title 18. Corporations

NOTICE AND ACTION ON DISPOSITION OF ASSETS. For a limited

cooperative association to dispose of assets under Section 131 of

this act:

(1) A majority of the board of directors, or a greater

percentage if required by the organic rules, must approve the

proposed disposition; and

(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:

(A) the terms of the proposed disposition;

(B) 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;

of the proposed disposition to the members; and

(D) 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.

Added by Laws 2009, c. 68, § 132, eff. Jan. 1, 2010.

§18-441-1504. Disposition of assets.

DISPOSITION OF ASSETS.

(a) Subject to subsection (b) of this section, a disposition of

assets under Section 131 of this act must be approved by:

(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

(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.

(b) The organic rules may require that the percentage of votes

under paragraph (1) of subsection (a) of this section is:

(1) A different percentage that is not less than a majority of

members voting at the meeting;

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

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

Oklahoma Statutes - Title 18. Corporations

authorizing the disposition or approve abandonment of the

disposition:

(1) As provided in the contract or the resolution; and

(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.

(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.

Added by Laws 2009, c. 68, § 133, eff. Jan. 1, 2010.

§18-441-1601. Definitions.

DEFINITIONS. In this article:

(1) “Constituent entity” means an entity that is a party to a

merger.

(2) “Constituent limited cooperative association” means a

limited cooperative association that is a party to a merger.

(3) “Converted entity” means the organization into which a

converting entity converts pursuant to Sections 135 through 138 of

this act.

(4) “Converting entity” means an entity that converts into

another entity pursuant to Sections 135 through 138 of this act.

(5) “Converting limited cooperative association” means a

converting entity that is a limited cooperative association.

(6) “Organizational documents” 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.

(7) “Personal liability” 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:

(A) by the entity’s organic law solely because of the

person co-owning or having an interest in the entity;

(B) by the entity’s organizational documents under a

provision of the entity’s organic law authorizing

those documents to make one or more specified persons

liable for all or specified parts of the entity’s

debts, liabilities, and other obligations solely

because the person co-owns or has an interest in the

entity.

(8) “Surviving entity” 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.

Added by Laws 2009, c. 68, § 134, eff. Jan. 1, 2010.

Oklahoma Statutes - Title 18. Corporations

§18-441-1602. Conversion.

CONVERSION.

(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:

(1) The other entity’s organic law authorizes the conversion;

(2) The conversion is not prohibited by the law of the

jurisdiction that enacted the other entity’s organic law; and

(3) The other entity complies with its organic law in effecting

the conversion.

(b) A plan of conversion must be in a record and must include:

(1) The name and form of the entity before conversion;

(2) The name and form of the entity after conversion;

(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

(4) The organizational documents of the proposed converted

entity.

Added by Laws 2009, c. 68, § 135, eff. Jan. 1, 2010.

§18-441-1603. Action on plan of conversion by converting limited

cooperative association.

ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED COOPERATIVE

ASSOCIATION.

(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:

(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;

(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;

(3) A statement of any condition of the board’s submission of

the plan of conversion to the members; and

(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.

Oklahoma Statutes - Title 18. Corporations

(b) Subject to subsections (c) and (d) of this section, a plan

of conversion must be approved by:

(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

(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.

under paragraph (1) of subsection (b) of this section is:

(1) A different percentage that is not less than a majority of

members voting at the meeting;

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

(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.

(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:

(1) Personal liability for an obligation of the association; or

(2) An obligation or liability for an additional contribution.

(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:

(1) As provided in the plan; and

(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.

(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.

Added by Laws 2009, c. 68, § 136, eff. Jan. 1, 2010.

§18-441-1604. Filings required for conversion - Effective date.

FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.

(a) After a plan of conversion is approved:

(1) A converting limited cooperative association shall deliver

to the Secretary of State for filing articles of conversion, which

must include:

(A) a statement that the limited cooperative association

has been converted into another entity;

Oklahoma Statutes - Title 18. Corporations

(B)

the name and form of the converted entity and the

jurisdiction of its governing statute;

governing statute of the converted entity;

(D) a statement that the conversion was approved as

required by the Uniform Limited Cooperative

Association Act of 2009;

(E) a statement that the conversion was approved as

required by the governing statute of the converted

entity; and

(F) 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

(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:

(A) a statement that the association was converted from

another entity;

(B) the name and form of the converting entity and the

jurisdiction of its governing statute; and

manner that complied with the converting entity’s

governing statute.

(b) A conversion becomes effective:

(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

(2) If the converted entity is not a limited cooperative

association, as provided by the governing statute of the converted

entity.

Added by Laws 2009, c. 68, § 137, eff. Jan. 1, 2010.

§18-441-1605. Effect of conversion.

EFFECT OF CONVERSION.

(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.

(b) When a conversion takes effect under this article:

Oklahoma Statutes - Title 18. Corporations

(1) All property owned by the converting entity remains vested

in the converted entity;

(2) All debts, liabilities, and other obligations of the

converting entity continue as obligations of the converted entity;

(3) An action or proceeding pending by or against the

converting entity may be continued as if the conversion had not

occurred;

(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;

(5) Except as otherwise provided in the plan of conversion, the

terms and conditions of the plan of conversion take effect; and

(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.

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.

Added by Laws 2009, c. 68, § 138, eff. Jan. 1, 2010.

§18-441-1606. Merger.

MERGER.

(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:

(1) The governing statute of each of the other entities

authorizes the merger;

(2) The merger is not prohibited by the law of a jurisdiction

that enacted any of those governing statutes; and

(3) Each of the other entities complies with its governing

statute in effecting the merger.

(b) A plan of merger must be in a record and must include:

(1) The name and form of each constituent entity;

(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;

Oklahoma Statutes - Title 18. Corporations

(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;

(4) If the surviving entity is to be created by the merger, the

surviving entity’s organizational documents;

(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’s

organizational documents; and

(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.

Added by Laws 2009, c. 68, § 139, eff. Jan. 1, 2010.

§18-441-1607. Notice and action on plan of merger by constituent

limited cooperative association.

NOTICE AND ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED

COOPERATIVE ASSOCIATION.

(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’s organic rules.

(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:

(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;

(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;

(3) A statement of any condition of the board’s submission of

the plan of merger to the members; and

(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.

Added by Laws 2009, c. 68, § 140, eff. Jan. 1, 2010.

§18-441-1608. Approval or abandonment of merger by members.

APPROVAL OR ABANDONMENT OF MERGER BY MEMBERS.

(a) Subject to subsections (b) and (c) of this section, a plan

of merger must be approved by:

Oklahoma Statutes - Title 18. Corporations

(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

(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.

(b) The organic rules may provide that the percentage of votes

under paragraph (1) of subsection (a) of this section is:

(1) A different percentage that is not less than a majority of

members voting at the meeting;

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

less than the vote required for the members of the limited

cooperative association to amend the articles of organization.

(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:

(1) Personal liability for an obligation of the association; or

(2) An obligation or liability for an additional contribution.

(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:

(1) As provided in the plan; and

(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.

(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.

Added by Laws 2009, c. 68, § 141, eff. Jan. 1, 2010.

§18-441-1609. Filings required for merger - Effective date.

FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.

(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.

(b) The articles of merger must include:

(1) The name and form of each constituent entity and the

jurisdiction of its governing statute;

(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;

Oklahoma Statutes - Title 18. Corporations

(3) The date the merger is effective under the governing

statute of the surviving entity;

(4) If the surviving entity is to be created by the merger and:

(A) will be a limited cooperative association, the limited

cooperative association’s articles of organization; or

(B) will be an entity other than a limited cooperative

association, the organizational document that creates

the entity;

(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;

(6) A statement as to each constituent entity that the merger

was approved as required by the entity’s governing statute;

(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

(8) Any additional information required by the governing

statute of any constituent entity.

merger shall deliver the articles of merger to the Secretary of

State for filing.

(d) A merger becomes effective under this article:

(1) If the surviving entity is a limited cooperative

association, upon the later of:

(A) compliance with subsection (c) of this section; or

(B) subject to subsection (c) of Section 23 of this act,

as specified in the articles of merger; or

(2) If the surviving entity is not a limited cooperative

association, as provided by the governing statute of the surviving

entity.

Added by Laws 2009, c. 68, § 142, eff. Jan. 1, 2010.

§18-441-1610. Effect of merger.

EFFECT OF MERGER.

(a) When a merger becomes effective:

(1) The surviving entity continues or comes into existence;

(2) Each constituent entity that merges into the surviving

entity ceases to exist as a separate entity;

(3) All property owned by each constituent entity that ceases

to exist vests in the surviving entity;

(4) All debts, liabilities, and other obligations of each

constituent entity that ceases to exist continue as obligations of

the surviving entity;

(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;

Oklahoma Statutes - Title 18. Corporations

(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;

(7) Except as otherwise provided in the plan of merger, the

terms and conditions of the plan take effect;

(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;

(9) If the surviving entity is created by the merger and:

(A) is a limited cooperative association, the articles of

organization become effective; or

(B) is an entity other than a limited cooperative

association, the organizational document that creates

the entity becomes effective; and

(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.

(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.

Added by Laws 2009, c. 68, § 143, eff. Jan. 1, 2010.

§18-441-1611. Consolidation.

CONSOLIDATION.

(a) Constituent entities that are limited cooperative

associations or foreign cooperatives may agree to call a merger a

consolidation under this article.

(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.

Added by Laws 2009, c. 68, § 144, eff. Jan. 1, 2010.

§18-441-1612.

Article not exclusive.

Oklahoma Statutes - Title 18. Corporations

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.

Added by Laws 2009, c. 68, § 145, eff. Jan. 1, 2010.

§18-441-1701. Uniformity of application and construction.

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.

Added by Laws 2009, c. 68, § 146, eff. Jan. 1, 2010.

§18-441-1702. Relation to Electronic Signatures in Global and

National Commerce Act.

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).

Added by Laws 2009, c. 68, § 147, eff. Jan. 1, 2010.

§18-441-1703. Savings clause.

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.

Added by Laws 2009, c. 68, § 148, eff. Jan. 1, 2010.

§18-441-1704. Act deemed amendment of Constitution.

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.

Added by Laws 2009, c. 68, § 149, eff. Jan. 1, 2010.

Source: official Oklahoma text · Last verified 2026-08-27

Frequently Asked Questions About Oklahoma § 18-439.2

What does Oklahoma Statutes § 18-439.2 cover?

Section 18-439.2 ("Filing articles of conversion with Secretary of State Issuance of certificate of conversion") is part of the Oklahoma Statutes, the codified statutory law of Oklahoma. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Oklahoma § 18-439.2?

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Is this the official text of Oklahoma law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Oklahoma official source linked on this page or consult a licensed Oklahoma attorney.

How does Oklahoma § 18-439.2 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Oklahoma can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Official text of § 18-439.2 at the Oklahoma source

Not legal advice. Verify against the official source and consult a licensed attorney in Oklahoma.

Oklahoma § 18-439.2 - Filing articles of conversion with Secretary of State Issuance of certificate of conversion

§ 18-439.2. Filing articles of conversion with Secretary of State Issuance of certificate of conversion

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Frequently Asked Questions About Oklahoma § 18-439.2

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