Oklahoma § 36-2105 - Articles of incorporation; contents

§ 36-2105. Articles of incorporation; contents

A. This section applies to stock and mutual insurers hereafter

incorporated in Oklahoma.

B. Five or more individuals of age of twenty-one (21) years or

more may incorporate a stock insurer; ten or more such individuals

may incorporate a mutual insurer. Not less than two-thirds (2/3) of

the incorporators shall be citizens of the United States residing in

Oklahoma. The articles of incorporation shall be signed and

acknowledged by the incorporators as deeds are required to be

acknowledged.

C. The articles of incorporation shall state:

1. The name of the corporation; if a mutual, the word "mutual"

shall be a part of the name;

2. The duration of its existence, which may be perpetual;

3. The kinds of insurance the corporation is formed to

transact, according to the definitions thereof in this Code;

4. If a stock corporation, its authorized capital, the classes

and number of shares into which divided, the par value of each such

share, and the respective rights of each such class. Shares without

par value shall not be authorized;

5. If a mutual corporation, the maximum contingent liability of

its members, other than as to nonassessable policies, for payment of

losses and expenses incurred, which liability shall be as stated in

the articles of incorporation but not less than one nor more than

six times the premium for the member's policy at the annual premium

rate for a term of one (1) year;

6. The number of directors, of which there shall be not less

than three nor more than fifty, who shall conduct the affairs of the

corporation, and the names and addresses of the corporation's first

directors and officers for stated terms of office of not less than

two (2) months nor more than one (1) year; provided, however, that

the Insurance Commissioner may approve amended articles of

Oklahoma Statutes - Title 36. Insurance

incorporation for a domestic insurer to permit the board of

directors to consist of three or more directors;

7. The city or town in Oklahoma in which is to be located the

principal place of business, and the counties, states, and countries

in which business may be transacted;

8. The limitations, if any, on the corporation's indebtedness;

9. If a stock corporation, the extent, if any, to which stock

of the corporation shall be liable to assessment;

10. Such other provisions, not inconsistent with law, as deemed

appropriate by the incorporators;

11. The names and addresses of the incorporators; and

12. The name and address of the person in Oklahoma upon whom

all process in any action or proceeding may be served. Such

designation may be changed or amended on authority of the Board of

Directors evidenced by the filing of a certificate stating such

change, executed by the President, attested by the Secretary, and

filed with the Insurance Commissioner.

Added by Laws 1957, p. 304, § 2105. Amended by Laws 1997, c. 273, §

5, eff. July 1, 1997; Laws 1997, c. 418, § 91, eff. Nov. 1, 1997.