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HOUSE OF REPRESENTATIVES - FLOOR VERSION
STATE OF OKLAHOMA
1st Session of the 59th Legislature (2023)
ENGROSSED SENATE
BILL NO. 620 By: Montgomery of the Senate
and
Echols of the House
An Act relating to business entities; amending 18
O.S. 2021, Sections 803, 804, 807, 808, 809, 810,
811, and 815, which relate to the Professional Entity
Act; modifying definitions; modifying requirements
for formation or qualification of professional enti ty
to render professional services; clarifying
requirement for name of domestic professional entity;
requiring designation of principal office in
qualification instrument; requiring owners of certain
professional entity to be licensed or permitted to
render certain services; requiring managers of
certain professional entity to be licensed or
permitted to render certain services; clarifying
persons authorized to render certain services for
certain professional entity; clarifying professional
corporation authorized to purchase or redeem certain
shares; amending 18 O.S. 2021, Sections 1004.1, 1006,
1012, 1014, 1014.3, 1022, 1025, 1027, 1031, 1033,
1034, 1038, and 1041, which relate to formation,
registered office and agent, directors and officers,
and stocks and dividends under the Oklahoma General
Corporation Act; updating statutory references;
modifying requirements for personal liability of
certain directors and officers; authorizing
documentation, signature, and delivery of consent by
electronic means; allowing adoption of emergency
bylaws without quorum; establis hing certain emergency
powers of directors; clarifying signature
requirements for certain docume nts; removing
reference to foreign general partnership; removing
requirement for issuance of certain ce rtificate by
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the Secretary of State; requiring filing of certain
consents with minutes of certain proceedings;
authorizing indemnification of certain per sons for
defense of certain claims; defining term; requiring
captive insurance to include certain terms ;
establishing requirements for certain captive
insurance policies; construing provisions;
authorizing board of directors to delegate authority
to enter into transactions to issue stock;
authorizing board of directors to delegate
disposition of treasury sh ares in certain manner;
authorizing board of directors to delegate authority
to issue rights or options to acquire stock;
prohibiting shares of capital s tock of a corporation
to be voted or counted for quorum purposes under
certain circumstances; authorizi ng issuance of new
certificates of stock in place of lost , stolen, or
destroyed certificates; providing for application to
district court to require issu ance of certain shares
or certificates; amending 18 O.S. 2021, Sections
1057, 1058, 1064, 1067, 1073, 1 075.2, 1081, 1090.4,
1090.5, 1091, 1096, 1097, and 1120, which relate to
meetings, elections, voting, and notice, merger or
consolidation, dissolution an d winding up, and
revival of certificate of incorporation under the
Oklahoma General Corporation Act; authorizing
documentation, signature, and delivery of
authorization of a proxy by electronic means under
certain circumstances; conforming language relate d to
delivery of consent; eliminating requirement for
availability of shareholder list for inspection
during certain meetings; clarifying calculation of
certain time period; authorizing application to
district court for examination of shareholder list;
establishing burden of proof; authorizing court to
issue certain orders; modifying notice requirements
for shareholder meetings; conforming language;
modifying requirements for documentation, signature,
and delivery of consent of shareholders; clarifying
validity of consent executed by non -shareholder;
authorizing certain reproduction of written consent;
clarifying acceptable forms of delivery of written or
electronic transmissions; authorizing electronic
transmission of certain notice; prohibiting
electronic transmission of notice under certain
circumstances; allowing certain affidavit to be prima
facie evidence of certain facts; defining terms;
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modifying certain ex ceptions; modifying requirements
for organizational documents of surviving entity
following merger; requiring certain approvals before
certificate of conversion becomes effective;
modifying requirement for shareholder approval to a
majority of outstanding shares of stock for
conversion of corporation to another entity;
requiring approval of each shar eholder becoming a
general partner in conversion to partnership;
requiring certificate of conversion t o contain
certain agreement for enforcement of obligations of
converted entity; defining term; prohibiting
availability of certain appraisal rights on cer tain
date; modifying requirements to perfect certain
appraisal rights; permitting beneficial owner of
stock to demand appraisal directly under certain
circumstances; modifying procedures for filing
petition in district court for determination of value
of stock; modifying certain notice requirements;
requiring court to determine persons entitled to
appraisal; authorizing court to issue certain orders;
authorizing order for pro rata share of certain
expenses to a shareholder or beneficial owner
participating in appraisal proceedings; modifying
requirements for dismissal of appraisal proceedings;
authorizing reservation of jurisdiction for certain
applications to the court; establishing requirements
for execution of certain certificate of dissolution
of corporation; stating effect of failure to timely
file certification of dissolution of corporation;
clarifying effective date of dissolution of
corporation; establishin g requirements for execution
of certain certificate of dissolution of nonstock
corporation; stating effect of failure to timely file
certification of dissolution of nonstock corporation;
making language gender neutral; deleting obsolete
language; updating statutory references; providing
for codification; and providing an effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 18 O.S. 2021, Section 803, is
amended to read as follows:
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Section 803. A. As used in the Professional Entity Act, unle ss
the context clearly indicates th at a different meaning is intended:
1. “Associated act” means the Oklahoma General Corporation Act,
in the case of a corporation; the Oklahoma Revised Uniform Limited
Partnership Act Uniform Limited Partnership Act of 2010, in the case
of a limited partnership; or the Oklahoma Limited Liability Company
Act, in the case of a limited lia bility company;
2. “Interest” means a share of stock in a corporation, a
partnership interest in a limited partnership or a membership
interest in a limited liability compan y;
3. “Owner” means a shareholder in the case of a corporation, a
general or limited partner in the case of a limited partnership or a
member in the case of a limited liability company;
4. “Manager” means a director or off icer in the case of a
corporation, a general partner in the case of a limited partnership
or a manager in the case of a limited liability company;
5. “Professional entity” means a domestic or qualified foreign
corporation, limited partnershi p or limited liability company formed
for the purpose of rendering professional service or formed for the
purpose of owning a pr ofessional entity rendering professional
service;
6. “Professional service ” means the personal service rendered
by:
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a. a physician, surgeon o r doctor of medicine pursuant to
a license under Sections 481 through 524 of Title 59
of the Oklahoma Statutes, an d any subsequent laws
regulating the practice of medicine,
b. an osteopathic physician or surgeon pursuant to a
license under Sections 620 thr ough 645 of Title 59 of
the Oklahoma Statutes, and any subsequent laws
regulating the practice of osteopathy,
c. a chiropractic physician pursuant to a license under
Sections 161.1 through 161.20 of T itle 59 of the
Oklahoma Statutes, and any subsequent law s regulating
the practice of chiropractic,
d. a podiatric physician pursuant to a license under
Sections 135.1 through 160.2 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating
the practice of podiatric medicine,
e. an optometrist pursuant to a license under Sections
581 through 606 of Title 59 of the Oklahoma Statutes,
and any subsequent laws reg ulating the practice of
optometry,
f. a veterinarian pursuant to a license under Secti ons
698.1 through 698.30b of Title 59 of the Oklahoma
Statutes, and any subsequent laws regulating the
practice of veterinary medicine,
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g. an architect pursuant to a lice nse under Sections 46.1
through 46.41 of Title 59 of the Oklahoma Statutes,
and any subsequent laws regulating the practice of
architecture,
h. an attorney pursuant to his or her authority to
practice law granted by the Supr eme Court of the State
of Oklahoma this state,
i. a dentist pursuant to a license under Sections 328.1
through 328.53 of Title 59 of the Oklahoma Statutes,
and any subsequent laws regulating the practice of
dentistry,
j. a certified public accountant or a public acco untant
pursuant to his or her au thority to practice
accounting under Sections 15.1 through 15.38 of Title
59 of the Oklahoma Statutes, and any subseq uent laws
regulating the practice of public ac countancy,
k. a psychologist pursuant to a license under Sect ions
1351 through 1376 of Title 59 of the Oklahoma
Statutes, and any subsequent laws regulating the
practice of psychology,
l. a physical therapist p ursuant to a license under
Sections 887.1 through 887.18 of Title 59 of the
Oklahoma Statutes, and any subs equent laws regulating
the practice of physical therapy,
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m. a registered nurse pursuant to a license under
Sections 567.1 through 567.19 of Title 59 of the
Oklahoma Statutes, and any other subseq uent laws
regulating the practice of nursing,
n. a professional engineer pursuant to a licens e under
Sections 475.1 through 475.22a of Title 59 of the
Oklahoma Statutes, and any subsequent laws relating to
the practice of engineering,
o. a land surveyor pursuant to a license under Sections
475.1 through 475.22a of T itle 59 of the Oklahoma
Statutes, and any subsequent laws relating to the
practice of land surveying,
p. an occupational therapist pursuant to Sectio ns 888.1
through 888.15 of Title 59 of the Okl ahoma Statutes
and any subsequent law regulating the practice of
occupational therapy,
q. a speech pathologist or speech therapist pursuant to
Sections 1601 through 162 2 of Title 59 of the Oklahoma
Statutes, and any subsequent law regulating the
practice of speech pathology,
r. an audiologist pursuant to Sections 16 01 through 1622
of Title 59 of the Oklahoma Statutes, and any
subsequent law regulating the practice of aud iology,
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s. a registered pharmacist pursuan t to Sections 353
through 366 360 of Title 59 of the Oklahoma Statutes,
and any subsequent law regulating the p ractice of
pharmacy,
t. a licensed perfusionist pursuant to Sections 2051
through 2071 of Title 59 of t he Oklahoma Statutes, and
any subsequent laws regulating the practice of
perfusionists,
u. a licensed professional counselor pursuant to Sections
1901 through 1920 of Title 59 of the Ok lahoma
Statutes, and any subsequent law regulating the
practice of professional counseling,
v. a licensed marital and family therapist pursuant to
Sections 1925.1 through 1925.18 of Title 59 of the
Oklahoma Statutes, and any subsequent law regulating
the practice of marital and family therapy,
w. a dietitian licensed pursuant to Sections 1721 through
1739 of Title 59 of the Oklahoma Statutes and any
subsequent laws regulating the practice of dietitians,
x. a social worker licensed pursuant to Sections 1250
through 1273 of Title 59 of the Oklahoma Statutes, and
any subsequent laws regulating the practice of social
work,
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y. a licensed alcohol and drug counselor pursuant to
Sections 1870 through 1885 of Title 59 of the Oklahoma
Statutes, and any subsequent laws regulating the
practice of alcohol and drug counseling,
z. a licensed behavioral practitioner pursuant to
Sections 1930 through 1949.1 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating
the practice of behavioral health services, or
aa. a certified real estate appraiser licensed pursuant to
Sections 858-700 through 858-732 of Title 59 of the
Oklahoma Statutes or listed on the National Registry
of Appraisers by the Appraisal Subcommittee in
compliance with Title XI of the Financial Ins titutions
Reform, Recovery, and Enforcement Act (FIRREA) of
1989, and any subsequent laws regulating the practice
of real estate appraisal;
7. “Related professional services” means those services which
are combined for prof essional entity purposes as foll ows:
a. any combination of the following professionals:
(1) a physician, surgeon or doctor of medicine
pursuant to a license under Sections 481 through
524 of Title 59 of the Oklahoma Statutes, and any
subsequent laws regula ting the practice of
medicine,
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(2) an osteopathic physician or surgeon pursuant to a
license under Sections 620 through 645 of Title
59 of the Oklahoma Statutes, and any subsequent
laws relating to the practice of osteopathy,
(3) a dentist pursuant to a li cense under Sections
328.1 through 328.53 of Title 59 of the Oklahoma
Statutes, and any subsequent laws regulating the
practice of dentistry,
(4) a chiropractic physician pursuant to a license
under Sections 161.1 through 161.20 of Title 59
of the Oklahoma Statutes, and any subsequent la ws
regulating the practice of chiropractic,
(5) a psychologist pursuant to a license under
Sections 1351 through 1376 of Title 59 of the
Oklahoma Statutes, and any subsequent laws
regulating the practice of psychology,
(6) an optometrist pursuant to a lice nse under
Sections 581 through 606 of Title 59 of the
Oklahoma Statutes, and any subsequent laws
regulating the pract ice of optometry,
(7) a podiatric physician pursuant to a license under
Sections 135.1 through 160.2 of Tit le 59 of the
Oklahoma Statutes, and any subsequent laws
regulating the practice of podiatric medicine,
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(8) a dietitian licensed pursuant to Sections 1721
through 1739 of Title 59 of the Oklahoma Statutes
and subsequent laws regulating the practice of
dietitians, or
(9) an occupational therapist pursuant to Sections
888.1 through 888.15 of Title 59 of the Ok lahoma
Statutes and any subsequent law regulat ing the
practice of occupational therapy, or
b. any combination of the following professions:
(1) an architect pursuant to a license under Sections
46.1 through 46.41 of Title 59 of the Oklahoma
Statutes, and any subsequent laws regulating the
practice of architecture,
(2) a professional engineer pursuant to a license
under Sections 475.1 through 475.22a of Tit le 59
of the Oklahoma Statutes, and any subsequent laws
relating to the practice of engineering, or
(3) a land surveyor pursuant to a license under
Sections 475.1 through 475.22a of Title 59 of the
Oklahoma Statutes, and any subsequent laws
relating to the practice of land surveying;
8. “Regulating board” means the board which is charged with the
licensing and regulation of the practice of the profess ion which the
professional entity is organized to render;
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9. “Individual”, “incorporator” and “shareholder” each include
the trustee of an express trust created by a person duly licensed or
otherwise permitted to render a professional service who has the
right to revoke the trust and who is serving as the trustee of the
trust. Any certificate required by the Professional Entity Act to
be issued to an individual incorporator or shareholder may be issued
to the grantor on behalf of a trust. All references in the
Professional Entity Act to death and incapacity of a shareholder
shall include the death and incapacity of the grantor of a trust
which own stock in a professional corporation;
10. “Incapacity” of a shareholder means a determination by a
court of competent j urisdiction, or otherwise by two independent
licensed physicians, that the shareholder is fully incapacitated or
is partially incapacitated to the extent that the shareholder is not
capable of rendering the professional service for which the
professional corporation was organized; and
11. “Other personal representative” includes the successor
trustee of an express trust ow ning stock in a professional
corporation, which trust was created by a person du ly licensed or
otherwise permitted to render the profess ional service for which the
professional corporation was organized who has the right to revoke
the trust and who is the original trustee of the trust.
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B. The definitions of the applicable associated act shall apply
to the Professional Entity Act, unless t he context clearly indicates
that a different meaning is intended.
SECTION 2. AMENDATORY 18 O.S. 2021, Section 804, is
amended to read as follows:
Section 804. A professional entity may be formed or qualified
to render professional services by filing the appropriate instrument
required by the associated act with the Secretary of State. The
individual or individuals forming the a domestic professional entity
or qualifying a foreign professional entity shall be managers of the
professional entity and duly licensed or otherwise permitted in
accordance with the provisions of this state ’s licensing laws for
the profession and in good standing within t he profession to be
practiced through the professional entity. Such instrume nt shall
meet the requirements of the applicable associated act, shall
contain the profession or related professions to be practiced
through the professional en tity, and shall also contain one of the
following:
1. The profession or related professions to be practiced
through the professional entity; and
2. A certificate by the regulating board of the profession or
related professions involved that each of the persons who are to
will become owners or managers of the domestic professional entity
and who are to will engage in the practice of the profession or
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related profession in this state is duly licensed or otherwise
permitted in accordance with the provisions of this state ’s
licensing laws for the profession or related profession to practice
such profession; or
2. A certificate by the regulating board of the profession or
related professions involved that the person s who will become the
managers of the foreign professional entit y and who will be
responsible for the practice of the profession or related profession
in this state are duly licensed or otherwise permitted in accordance
with the provisions of this state ’s licensing laws for the
profession or related profession to prac tice such profession.
SECTION 3. AMENDATORY 18 O.S. 2021, Sec tion 807, is
amended to read as follows:
Section 807. The name of every domestic professional entity
shall end with one or more of the words or abbreviations permitted
in the applicable associated acts; provided, that such words or
abbreviations shall be modified by the word “professional” or some
abbreviation of the combination, with or without punctuation,
including, without limitation: “P.C.”, “P.L.P.” or “P.L.L.C.”.
Provided further, each of the regulating boards may by rule adopt
further requirements as to the names of professional entities
organized to render professional services within the jurisdiction of
such regulating board.
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SECTION 4. AMENDATORY 18 O.S. 2021, Section 808, is
amended to read as follows:
Section 808. The principal office of the professional business
entity shall be designated by street address in the formation or
qualification instrument and shall not be changed without amendment
of the formation or qualification instrument.
SECTION 5. AMENDATORY 18 O.S. 2021, Section 809, is
amended to read as follows:
Section 809. Except as provided in Section 815 of this title,
no person shall hold an interest in a domestic professional entity
including a domestic professional entity that owns a domestic
professional entity rendering professional service who is not duly
licensed or otherwise permitted in accordance with the provisions of
this state’s licensing laws for the profession or r elated profession
to render the same prof essional services or related professional
services as those for which the entity is organized. No person
shall be a shareholder of a professional corporation who is not duly
licensed or otherwise permitted to rende r the same professional
services or related professional services as the services for which
the corporation is organized. An owner of a qualified foreign
professional entity need not be duly licensed if he or she is not
rendering professional services in this state.
SECTION 6. AMENDATORY 18 O.S. 2021, Section 810, is
amended to read as follows:
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Section 810. No person may be a Every manager of a domestic
professional entity who is not a person responsible for the
professional services or related professional services rendered by
the professional entity in this state shall be duly licensed or
otherwise permitted in accordance with the provisions of this
state’s licensing laws for the profession or related pro fession to
render the same professional services or related professional
services as those for which the entity is formed. No person may be
a shareholder of a professional corporation who is not an individual
Every manager of a foreign profe ssional entity responsible for the
professional services or related professional services r endered by
the professional entity in this state shall be duly licensed or
otherwise permitted in accordance with the provisions of this
state’s licensing laws for th e profession or related profession to
render the same professional services or related pro fessional
services as those for which the corporation entity is organized
formed.
SECTION 7. AMENDATORY 1 8 O.S. 2021, Section 811, is
amended to read as follows:
Section 811. A domestic professional entity may render
professional services in this state only through its owners,
managers, employees and agents who are duly licensed or otherwise
permitted in accordance with the provisions of this state’s
licensing laws to render pro fessional services; provided, however,
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this provision. A foreign professional entity may render
professional services in this state only through its owners,
managers, employees, and agents who are dul y licensed or otherwise
permitted in accordance with the provisions of this state’s
licensing laws to render pr ofessional services in this state. The
provisions of this section shall not be interpreted to include in
the term “employee”, as used herein, clerks, secretaries,
bookkeepers, technicians and other a ssistants who are not usually
and ordinarily considered by custom and practice to be rendering
professional services to the public for which a license is required.
SECTION 8. AMENDATORY 18 O.S. 2021, Section 815, is
amended to read as follows:
Section 815. A. 1. If the domestic professional entity is a
corporation, the certificate of incorporation, bylaws or other
agreement may provide for the purchase or rede mption of the shares
of any shareholder upon the death, incapacity, di squalification or
ending of employment of such sharehol der. In the absence of a
provision in the certificate of incorporation, or the bylaws, or
other agreement, the domestic professional corporation shall
purchase the shares of a deceased shareholder, a shareholder who is
incapacitated or who is no longer qu alified to own shares in such
corporation or a shareholder whose employment has ended, within
ninety (90) days after such shareholder ’s death, incapacity or,
disqualification or ending of employment, a s the case may be.
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2. The price for such shares shall be the book value as of t he
end of the month immediately preceding such shareholder’s death,
incapacity, disqualification or ending of employ ment of the
shareholder. Book value shall be determined fro m the books and
records of the domestic professional corporation in accordance with
the regular method of accounting used by the corporation. If the
corporation shall fail to purchase the shares by the en d of the
ninety day period, then the executor or ad ministrator or other
personal representative of the deceased, incapacitated or
disqualified shareholder may bring an action in the district court
of the county in which the principal office or place of pra ctice of
the domestic professional corporation is l ocated for the enforcement
of this provision. If the plaintiff is successful in such ac tion,
he or she shall be entitled to recover the book va lue of the shares
involved, a reasonable attorney ’s fee and costs. The domestic
professional corporation s hall repurchase such shares without regard
to restrictions upon the repurchase of shares prov ided for in the
Oklahoma General Corporation Act.
3. If there is only one shareholder of a domestic professional
corporation, and the shareho lder dies or becomes incap acitated, the
executor or administrator or other person al representative of the
shareholder shall have the authority to sell the shares of capital
stock owned by the shareholder to a qualified purchaser, or to cause
a dissolution of the domestic professional corporation as provided
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by law. The vesting of owne rship of shares of stock in a domestic
professional corporation in the executor or administrator or other
personal representative shall be solely for the purposes set forth
above and shall not be deemed to contravene any other provisions of
this act Section 801 et seq. of this title .
B. If the domestic professional entity is a limited partnership
or a limited liability company, an owner ’s disqualification shall be
deemed a withdrawal, and the domestic professional entity shall
respond to the disqualificati on as it would any other withdrawal.
SECTION 9. AMENDATORY 18 O.S. 2021, Section 1004. 1, is
amended to read as follows:
Section 1004.1.
APPLICATION OF ACT TO NONSTOCK CORPOR ATIONS
A. Except as otherwise provided in subsections B and C of this
section, the provisions of this chapter shall apply to nonstock
corporations in the manne r specified in paragraphs 1 through 4 of
this subsection:
1. All references to shareholders of the corporation shall be
deemed to refer to members of th e corporation;
2. All references to the board of directors of the corporation
shall be deemed to refer to the governing body of the corporation;
3. All references to directors or to members of the board of
directors of the corporation shall be deemed to refer to members of
the governing body of the corporation; and
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4. All references to stock, capital sto ck, or shares thereof of
a corporation authorized to issue capital stock shall be deemed to
refer to memberships of a nonprofit nonstock corporation and to
membership interests of any ot her nonstock corporation.
B. Subsection A of this section shall not a pply to:
1. This subsection or to paragraph 4 of subsection A and
paragraphs 1 and 2 of subsect ion B of Section 1006, subsection A of
Section 1013, Sections 1027, 1035, 1060 and 1073, s ubsection B of
Section 1075, and Sections 1076, 1077, 1083, 1084, 1085 , 1086, 1087,
1092, 1097, 1119 and 1120 of Title 18 of the Oklahoma Statu tes this
title, which apply to nonstock corporations by their terms; and
2. Subsection B of Section 1013, Sections 1032, 1033, 1034,
1036, 1037, subsection D of 1038, 1039, 1042, 1043, 1044, 1045,
1046, 1047, Sections 22 and 23 of this act, 1056, 1057, 1058, 1059,
1061, 1064, 1067, 1075.1, 1078, 1079, 1081, 1082, 1083.1, 1090.3,
1095, 1096, 1130 through 1138, and 1142, 1159 and subsection A of
1161 of Title 18 of the Oklahoma Statu tes this title.
C. In the case of a non profit, nonstock corporation, subsectio n
A of this section shall not apply to:
1. The sections listed in subsection B of this section; and
2. Paragraph 3 of subsection B of Section 1006, paragraph 2 of
subsection A of Section 1030, Sections 1032 through 1055, 1062,
subsections A and B of 1063 , and 1091 of Title 18 of the Oklahoma
Statutes this title.
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D. For purposes of the Oklahoma General Corporati on Act:
1. A “charitable nonstock corporation” is any nonprofit
nonstock corporation that is exempt from taxation und er Section
50l(c)(3) 501(c)(3) of the United States Internal Revenue Code [26
U.S.C. Section 50l(c)(3)] , 26 U.S.C. Section 501(c)(3), or any
successor provisions;
2. A “membership interest” is, unless otherwise provided in a
nonstock corporation’s certificate of incorporation, a member ’s
share of the profits and losses of a nonstock corporatio n, or a
member’s right to receive distributions of the nonstock
corporation’s assets, or both;
3. A “nonprofit nonstock corporation ” is a nonstock corpor ation
that does not have membership interests;
4. A “nonstock corporation” is any corporation organiz ed under
this act the Oklahoma General Corporation Act that is not authorized
to issue capital stock; and
5. The terms “not-for-profit” and “nonprofit” are synonymous.
SECTION 10. AMENDATORY 18 O.S. 2021, Section 1006, is
amended to read as follows:
Section 1006.
CERTIFICATE OF INCORPORATION; CONTENTS
A. The certificate of incorporation shall set forth:
1. The name of the corporation w hich shall contain one of the
words “association”, “company”, “corporation”, “club”, “foundation”,
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“fund”, “incorporated”, “institute”, “society”, “union”,
“syndicate”, or “limited” or abbreviations thereof, with or without
punctuation, or words or abbrevi ations thereof, with or without
punctuation, of like imp ort of foreign countries or jurisdictions;
provided that such abbreviations are written in Roman characters or
letters, and which shall be such as to distinguish it upon the
records in the Office of t he Secretary of State from:
a. names of other corporatio ns, whether domestic or
foreign, then existing or which existed at any time
during the preceding three (3) years,
b. names of partnerships whether general or limited, or
domestic or foreign, then in g ood standing or
registered or which were in good standin g or
registered at any time during the preceding three ( 3)
years,
c. names of limited liability companies, whether domestic
or foreign, then in good standing or registered o r
which were in good standi ng or registered at any time
during the preceding three (3) years,
d. trade names or fictitious names filed with the
Secretary of State, or
e. corporate, limited liability company or limited
partnership names reserved with the Se cretary of
State;
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2. The address, including the street, n umber, city and postal
code, of the corporation’s registered office in this state , and the
name of the corporatio n’s registered agent at such address;
3. The nature of the business or purposes to b e conducted or
promoted. It shall be sufficient to state, either alone or with
other businesses or purposes, that the purpose of the corpo ration is
to engage in any lawfu l act or activity for which corporations may
be organized under the general corporati on law of Oklahoma this
state, and by such statement all l awful acts and activities shall be
within the purposes of the corporation, except for express
limitations, if any;
4. If the corporation is to be authorized to issue only one
class of stock, the total number of shares of stock which the
corporation shall have authority to issue a nd the par value of each
of such shares, or a statement that all such shares are to be
without par value. If the corporation is to be authorized to issue
more than one class of stock, the certificate of incorporation shall
set forth the total number of sh ares of all classes of stock which
the corporation shall have authority to issue and the number of
shares of each class, and shall specify each class the shares of
which are to be with out par value and each class the shares of whic h
are to have par value a nd the par value of the shares of each such
class. The provisions of this paragraph sha ll not apply to
corporations which are not organized for profit and which are not to
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have authority to issue capital stock. In the case of suc h
corporations, the fact that they are not to have authority to issue
capital stock shall be stated in the certif icate of incorporation.
The provisions of this paragraph shall not apply to nonstock
corporations. In the case of nonstock corporations, the fact that
they are not authorized to issue capital stock shall be stated in
the certificate of incorporation. Th e conditions of membership, or
other criteria for identifying members, of nonstock corporations
shall likewise be stated in the certificate of incorporation or the
bylaws. Nonstock corporations shall have members, but the f ailure
to have members shall not affect otherwise valid corporate acts or
work a forfeiture or dissolution of the corporation. Nonstock
corporations may provide for classes o r groups of members havin g
relative rights, powers and duties, and may make provi sion for the
future creation of additional classes or groups of members having
such relative rights, powers and duties as may fr om time to time be
established, including right s, powers and duties seni or to existing
classes and groups of members. Except as otherwise provided in the
Oklahoma General Corporation Act, nonstock corporations may also
provide that any member or class or group of members shall have
full, limited, or no voting rights or powers , including that any
member or class or group of members shall have the right to vote on
a specified transaction even if that member or class or group of
members does not have the righ t to vote for the election of members
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of the governing body of the corpo ration. Voting by members of a
nonstock corporation may be on a per capita, number, fin ancial
interest, class, group, or any other basis set forth. The
provisions referred to in the three preceding sentences may be set
forth in the certificate of incorpo ration or the bylaws. If neither
the certificate of inc orporation nor the bylaws of a n onstock
corporation state the conditions of membership, or other criteria
for identifying member s, the members of the corporation shall be
deemed to be those entitled t o vote for the election of the members
of the governing body pursuant to the certificate of incorporation
or bylaws of such corporation or otherwise until thereafter
otherwise provided by the certificate of incorporation or the
bylaws;
5. The name and mai ling address of the incorporator or
incorporators;
6. If the powers of the incorporator or incorporators are to
terminate upon the filing of the certificate of incorporation, the
names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or until
their successors are elected and qu alify;
7. If the corporation is not for profit:
a. that the corporation does not afford pecunia ry gain,
incidentally or otherwise, to its memb ers as such,
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b. the name and mailing address of each member of the
governing body,
c. the number of members of th e governing body to be
elected at the first meeting, and
d. in the event the corporation is a ch urch, the street
address of the location of the church.
The restriction on affording pecuniary gain to members shall not
prevent a not-for-profit corporation op erating as a cooperative from
rebating excess revenues to patrons who may also be members; and
8. If the corporation is a charitable nonstock and does not
otherwise provide in its certificate of incorporation:
a. that the corporation is organized exclusiv ely for
charitable, religious, educational, and scientific
purposes including, for such purposes , the making of
distributions to organizations that qualify as exempt
organizations under section Section 501(c)(3) of the
Internal Revenue Code, or the corresp onding section of
any future federal tax code,
b. that upon the dissolution of the corporation, its
assets shall be distributed for one or more exempt
purposes within the meaning of section Section
501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code,
for a public purpose, and
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c. that the corporation complies with the r equirements in
paragraph 7 of this subsection.
B. In addition to the matters required to be set forth i n the
certificate of incorporation pursuant to the provisions of
subsection A of this secti on, the certificate of incorporation may
also contain any or all of the following matters:
1. Any provision for the management of the business and for the
conduct of the affairs of the corporation, and any provision
creating, defining, limiting and regula ting the powers of the
corporation, the directors, and the sh areholders, or any class of
the shareholders, or the governing body, the members, or any class
or group of the members of a nonstock corporation, if such
provisions are not contrary to the laws o f this state. Any
provision which is required or permitted b y any provision of the
Oklahoma General Corpora tion Act to be stated in the bylaws may
instead be stated in the certificate of incorporation;
2. The following provisions, in substantially the fo llowing
form:
a. for a corporation, other than a nonstock cor poration:
“Whenever a compromise or arrangement is proposed
between this corporation and its creditors o r any
class of them and/or between this corporation and its
shareholders or any class of th em, any court of
equitable jurisdiction within the State of Oklahoma
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this state, on the application in a sum mary way of
this corporation or of any creditor or shareholder
thereof or on the application of any receiver or
receivers appointed for this corpora tion under the
provisions of Section 1106 of this title or on the
application of trustees in dissolution or of any
receiver or receivers appointed for this corporation
under the provisions of Section 1100 of this title,
may order a meeting of the creditors or class of
creditors, and/or of the shareholders or class of
shareholders of this corporation, as the case may be,
to be summoned in such manner as the court directs.
If a majority in number representing three-fourths
(3/4) in value of the creditors or class of creditors,
and/or of the shareholders or class of shareholders of
this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganiza tion of
this corporation as a consequence of such compromise
or arrangement, the co mpromise or arrangement and the
reorganization, if sanctioned by the cou rt to which
the application has been made, shall be binding on all
the creditors or class of creditor s, and/or on all the
shareholders or class of shareholders, of this
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corporation, as the case may be, and also on this
corporation”, and
b. for a nonstock corporation:
“Whenever a compromise o r arrangement is proposed
between this corporation and its credit ors or any
class of them and/or between this corporation and its
members or any class of them, any court of equitable
jurisdiction within the State of Oklahoma this state
may, on the applicat ion in a summary way of this
corporation or of any creditor or me mber thereof or on
the application of any receiver or receivers appointed
for this corporation under the provisions of Section
1106 of this title or on the appl ication of trustees
in dissolution or of any receiver or receivers
appointed for this corporatio n under the provisions of
Section 1100 of this title, order a meeting of the
creditors or class of creditors, and/or of the members
or class of members of this corporation, as the case
may be, to be summoned in such manner as the court
directs. If a major ity in number representing three-
fourths (3/4) in value of the creditors or class o f
creditors, and/or of the members or class of members
of this corporation, a s the case may be, agree to any
compromise or arrangement and to any reorganization of
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this corporation as a consequence of such compromise
or arrangement, the compromise or arran gement and the
reorganization, if sanctioned by the court to which
the application has been made, shall be b inding on all
the creditors or class of creditors, and/or on all the
members or class of members, of this corporation, as
the case may be, and also on this corporation”;
3. Such provisions as may be desired granting to the h olders of
the stock of the corp oration, or the holders of any class or series
of a class thereof, the preemptive right to subscribe to any or all
additional issues of stock of the corporation of any or all classes
or series thereof, or to any securities of the corporation
convertible into such stock. No shareholder shall have any
preemptive right to subscribe to an additional issue of stock or to
any security convertible into such stock unless, and except to the
extent that, such right is expressly granted to him in the
certificate of incorporation. Preemptive rights, if granted, shall
not extend to fractional shares;
4. Provisions requiring, for any corporate action, the vote of
a larger portion of the stock or of any class or series thereof, or
of any other securities having voting p ower, or a larger number of
the directors, than is required by th e provisions of the Oklahoma
General Corporation Act;
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5. A provision limiting the duration of the corporation ’s
existence to a specified date; otherwise, the c orporation shall have
perpetual existence;
6. A provision imposing personal liability for the d ebts of the
corporation on its shareholders to a specified extent and upon
specified conditions; otherwise, the shareholders of a corporation
shall not be personally liable for the payment of the corporation’s
debts, except as they may be liable by reason of their own conduct
or acts; or
7. A provision eliminating or limiting the personal liability
of a director or officer to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director or
officer, provided that such p rovision shall not eliminate or limit
the liability of a director:
a. a director or officer for any breach of the director ’s
or officer’s duty of loyalty to the co rporation or its
shareholders,
b. a director or officer for acts or omissions not in
good faith or which involve intentional misconduct or
a knowing violation of law,
c. a director under Section 1053 of this title, or
d. a director or officer for any transaction from which
the director or officer derived an improper personal
benefit, or
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e. an officer in any action by or in the right of the
corporation.
No such provision shall eli minate or limit the li ability of a
director or officer for any act or omissio n occurring before the
date when such provision becomes effective. An amendment, repeal,
or elimination of such provision shall not affect its application
with respect to an act or omission by a director or officer
occurring before the amendment, repeal, or elimination of the
provision unless the provision provides otherwise at the time of the
act or omission.
Any reference in this subsection to a director shall be deemed
to refer to such other persons who, under a provision of the
certificate of incorporation in accordance with subsection A of
Section 1027 of this title, exercise s or performs any of the powers
or duties otherwise conferred or imposed upon the board of directors
under this title.
C. It shall not be necessary to set forth in the certificate of
incorporation any of the po wers conferred on corporations by the
provisions of the Oklahoma General Corporation Act.
D. Except for provisions included under paragraphs 1, 2, 5, 6
and 7 of subsection A of this section and paragraphs 2, 5 and 7 of
subsection B of this section, and pr ovisions included under
paragraph 4 of subsection A o f this section specifying the classes,
number of shares and par value of shares a corporation o ther than a
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nonstock corporation is authorized to issue, any provision of the
certificate of incorporation m ay be made dependent upon facts
ascertainable outside the instrument, provided that the manner in
which the facts shall operate upon the provision i s clearly and
explicitly set forth therein. As used in this subsection, the term
“facts” includes, but is not limited to, the occurrence of any
event, including a determination or action by any person or body,
including the corporation.
SECTION 11. AMENDATORY 18 O.S. 2021, Section 1012, is
amended to read as follows:
Section 1012.
ORGANIZATION MEETING OF INCORPORATORS OR DIRECTORS NAMED IN
CERTIFICATE OF INCORPORATION
A. After the filing of the certificate of incorporation, an
organization meeting of the incorporat or or incorporators, or of the
board of directors if the initial director s were named in the
certificate of incorporation, shall be held either within or without
this state at the call of a majority of the incorporators or
directors, as the case may be, fo r the purposes of adopting bylaws,
electing directors if the meeting is o f the incorporators, to serve
or hold office until the first ann ual meeting of shareholders or
until their successors are elected and qualify, electi ng officers if
the meeting is of the directors, doing any other or further acts to
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perfect the organization of the corporation, and transacting such
other business as may come before the meeting.
B. The persons calling the meeting shall give to each other
incorporator or director, as the case may be, at least two (2) days ’
notice thereof in writing or by elect ronic transmission by any usual
means of communication, which no tice shall state the time, place and
purposes of the meeting as fixed by the persons calling it. Notice
of the meeting need not be given to anyone who attends the meeting
or who signs a waive r of notice either before or after the meeting.
C. Any Unless otherwise restricted by the certificate of
incorporation, any action permitted to be taken at the organization
meeting of the incorporators or directors, a s the case may be, may
be taken without a meeting if each incorporator or director, where
there is more than one, or the sole incorporator or director where
there is only one, consents thereto in writing or by electronic
transmission. A consent may be documented, signed, and delivered in
any manner permitted by Section 1014.3 of this title. Any person
whether or not then an incorporator or director may provide, whether
through instruction to an agent or otherwise, that a consent to
action will be effective at a future time including a time
determined upon the happening of an event, no later than sixty (60 )
days after such instruction is given or such provision is made and
such consent shall be deemed to have been given fo r purposes of this
subsection at such effective time so long as such pers on is then an
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incorporator or director, as the case may be, and did not revoke the
consent prior to such time. Any such consent shall be revocable
prior to its becoming effective .
D. If any incorporator is not available to act, then any person
for whom or on whose behalf the incorporator was acting directly or
indirectly as employee or agent may take any action that such
incorporator would have been authorized to take under this sect ion
or Section 1011 of this title; provided, that any instrument signed
by such other person, or any record of the proceedings of a meeti ng
in which such person participated, shall state that such
incorporator is not available and the reason therefor, that such
incorporator was acting directly or indirectly as employee or agent
for or on behalf of such person, and that such person ’s signature on
such instrument or participation in such meeting is otherwise
authorized and not wrongful.
SECTION 12. AMENDATORY 18 O.S. 2021, Section 1014, is
amended to read as follows:
Section 1014.
EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY
A. The board of directors of any corporation may adopt
emergency bylaws, subject to repeal or amendment by action of the
shareholders, which, notwithstanding any different provision in the
Oklahoma General Corporation Act, in the certificate of
incorporation, or bylaws, shall be operative during any emergency
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resulting from an attack on the United States or on a locality in
which the corporation conduct s its business or customarily ho lds
meetings of its board of directors or its shareholders, or during
any nuclear or atomic disaster, or during the existence of any
catastrophe, including but not limited to an e pidemic or pandemic
and a declaration of a na tional emergency by the United States
government, or other similar emergency condition, as a result of
which irrespective of whether a quorum of the board of directors or
a standing committee thereof cannot can readily be convened for
action. The emergency bylaws contemplated by this se ction may be
adopted by the board of director s or, if a quorum cannot be readily
convened for a meeting, by a majority of the directors present. The
emergency bylaws may make any provision that may be pr actical and
necessary for the circumstances of the e mergency, including
provisions that:
1. A meeting of the board of directors or a committee thereof
may be called by an officer or director in such manner and under
such conditions as shall be prescribed in the emergency byl aws;
2. The director or directo rs in attendance at the meeting, or
any greater number fixed by the emergency bylaws, shall constitute a
quorum; and
3. The officers or other persons designated on a list approved
by the board of directo rs before the emerge ncy, all in such order of
priority and subject to such conditions and for suc h period of time,
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not longer than reasonably necessary after the termination of the
emergency, as may be provided in the emergency bylaws or in the
resolution approving the list, shall, to the extent required to
provide a quorum at any meeting of the board of directors, be deemed
directors for such meeting.
B. The board of directors, either before or during any such
emergency, may provide, and from time to time modify, lines of
succession in the event that durin g such emergency any or all
officers or agents of the corporation shall for any reason be
rendered incapable of discharging their duties.
C. The board of directors, either before or during any such
emergency, may, effective in the emergency, change the he ad office
or designate several alternative he ad offices or regional offices,
or authorize the officers to do so.
D. No officer, director or employee acting in accordance with
any emergency bylaws shall b e liable except for willful misconduct.
E. To the extent not inconsistent with any emergency byl aws so
adopted, the bylaws of the corporation shall remain in effect during
any emergency and upon its termination the emergency bylaws shall
cease to be operative.
F. Unless otherwise provided in emergency byl aws, notice of any
meeting of the board of di rectors during such an emergency may be
given only to such of the directors as it may be feasible to reach
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at the time and by such means as may be feasible at the time,
including publication or radio.
G. To the extent required to constitute a quorum at an y meeting
of the board of directors during such an emergency, the officers of
the corporation who are present shall, unless otherwise provided in
emergency bylaws, be deemed, in o rder of rank and within the same
rank in order of seniority, directors for su ch meeting.
H. Nothing contained in this section shall be deemed exclusive
of any other provisions for emergency powers consistent with other
sections of this act Section 1001 et seq. of this title which have
been or may be adopted by corporations created pursuant to the
provisions of this act Section 1001 et seq. of this title.
I. During any emergency c ondition of a type described in
subsection A of this section, the board of directors or, if a quorum
cannot be readily convened for a meeting, a majority of the
directors present, may:
1. Take any action that it determines to be practical and
necessary to address the circumstances of the emergency condition
with respect to a meeting of shareholders of the corporatio n,
notwithstanding anything to the contrary in this title or in the
certificate of incorporation or bylaws including, but not limited to:
a. to postpone any such meeting to a later time or date
with the record date for determining the shareholders
entitled to notice of, and to vote at, such meeting
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applying to the postponed meeting irrespective of the
requirements of Section 1058 of this title, and
b. with respect to a corporation subject to the reporting
requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, to notify
shareholders of any postponement or a chan ge of the
place of the meeting or a change to hold the meeting
solely by means of remote communication solely by a
document publicly filed by the corporation with the
Securities and Exchange Commi ssion under Sections 13,
14, or 15(d) of such act and such rules and
regulations; and
2. With respect to any dividend that has been declared as to
which the record date has not occurred, change both the record date
and payment date to a later date or dates if the changed payment date
is not more than sixty (60) days after the changed record date;
provided that, in either case, the corporation shall give notice of
the change to shareholders as soon as practicable thereaft er and in
any event before the record date in effect. Such notice, in the case
of a corporation subject to the reporting requirements of Section 13
or Section 15(d) of t he Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, may be given
solely by a document publicly filed with the Securities and Exchange
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Commission under Section 13, Section 14, or Section 15(d) of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations. No person shall be liable, and no meeting of
shareholders shall be postponed or voided, for the failure to make a
shareholders list available under Section 1064 of this title if it
was not practicable to allow inspection during an emergency
condition.
SECTION 13. AMENDATORY 18 O.S. 2021, Section 1014.3, is
amended to read as follows:
Section 1014.3.
DOCUMENT FORM, SIGNATURE AND DELIVERY
A. Except as provided in subsection B of this section , without
limiting the manner in which any act or tr ansaction may be
documented, or the manner in which a document may be signed or
delivered:
1. Any act or transaction contemplated or governed by this
title or the certificate of incorporation or bylaws m ay be provided
for in a document, and an electronic transmission shall be deemed
the equivalent of a written document. “Document” means (i) any
tangible medium on which information is inscribed, and includes
handwritten, typed, printed or similar instrume nts, and copies of
such instruments and (ii) an elec tronic transmission;
2. Whenever this act Section 1001 et seq. of this title or the
certificate of incorporation or bylaws requ ires or permits a
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signature, the signature may be a manual, facsimile, confo rmed or
electronic signature. “Electronic signature ” means an electronic
symbol or process that is attached to, or logically associated with,
a document and executed or adopted by a person with an intent to
authenticate or adopt the document . A person may execute a document
with that person’s signature; and
3. Unless otherwise agreed between the sender and recipient and
in the case of a proxy or consent given by or on behalf of a
shareholder subject to the requirements set forth in paragraphs 2
and 3 of subsection C of Section 1057 and subsection C of Section
1073 of this title, respectively , an electronic transmission shall
be deemed delivered to a person for purposes of this title and the
certificate of incorporati on and bylaws when it en ters an
information processing system that the person has designated for the
purpose of receiving electron ic transmissions of the type delivered,
so long as the electronic transmission is in a form capable of being
processed by that system and such person is able to retrieve the
electronic transmission. Whether a person has so designated an
information processing system is determined by the certificate of
incorporation, the bylaws or from the contex t and surrounding
circumstances including the parties’ conduct. An electronic
transmission is delivered under this section even if no person is
aware of its receipt. Receipt of an electronic acknowledgement from
an information processing system establish es that an electronic
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transmission was received but, by it self, does not establish that
the content sent corresponds to the content received.
This act Section 1001 et seq. of this title shall not prohibit
one or more persons from conducting a transaction in accordance with
the Uniform Electronic Transaction Transactions Act so long as the
part or parts of the transaction that are governed by this act
Section 1001 et seq. of this title are documented, signed and
delivered in accordance with this subsection or otherwise in
accordance with this act Section 1001 et seq. of this title. This
subsection shall apply solely for pu rposes of determining whether an
act or transaction has been documented, and the document has been
signed and delivered, in accordance with this act Section 1001 et
seq. of this title, the certificate of in corporation and the bylaws.
B. Subsection A of this se ction shall not apply to:
1. A document filed with or submitted to the Secretary of State
or a court or other judicial or governmental body of this state;
2. A document comprising part of the stock l edger;
3. A certificate representing a security;
4. Any document expressly referenced as a notice or waiver of
notice by this act Section 1001 et seq. of this title , the
certificate of incorporation or bylaws;
5. A consent in lieu of a meeting given by a d irector,
shareholder or incorporator;
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6. A ballot to vote on actions at a meeting of shareholders;
and
7. 6. An act or transaction effected pursuant to Section 1100.1
of Title 18 of the Oklahoma Statutes this title.
The provisions of this subsection shall not create any
presumption about the lawful means to document a matter addressed by
this subsection, or the lawful means to sign or deliver a document
addressed by this subsection. A No provision of the certificate of
incorporation or bylaws shall not limit the application of
subsection A of this sect ion unless the except for a provision that
expressly restricts one or more of the means of docum enting an act
or transaction, or of signi ng or delivering a document, permitted by
subsection A of this section or prohibits the use of an electronic
transmission or electronic signature or any form thereof, or
expressly restricts or prohibits the delivery of an electronic
transmission to an information processing system .
C. In the event that any provision of this act Section 1001 et
seq. of this title is deemed to modify, limit or supersede the
Electronic Signatures in Global and National Commerce Act, 15 U.S.C.
Sections 7001 et seq., the provisions of this act Section 1001 et
seq. of this title shall control to the fu llest extent permitted by
Section 7002(a)(2) of s uch act.
SECTION 14. AMENDATORY 18 O.S. 2021, Section 1022, is
amended to read as follows:
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Section 1022.
REGISTERED AGENT IN STATE; R ESIDENT AGENT
A. Every domestic corporation shal l have and maintain in this
state a registered ag ent, which agent may be any of the following:
1. The domestic corporation itself;
2. An individual resident of this state;
3. A domestic corporation, a domestic partnership whethe r
general or limited and including a limited liability partnership or
a limited liability limited partnership or a domestic limited
liability company; or
4. A foreign corporation, a foreign partnership whether general
or limited and including a limited liability partnership, a foreign
limited partnership, or a foreign limited liability limited
partnership or a fore ign limited liability company, if authorized to
transact business in this st ate.
B. Every foreign corporation transacti ng business in this state
shall have and maintain the Secretary of State as its registered
agent in this state. In addition, such forei gn corporation may have
and maintain in this state an additional registered agent, which may
be an individual or entity set forth in subsection A of this
section; provided, that the foreign corporation may not be its o wn
registered agent. If such addition al registered agent is
designated, service of process shall be on such agent and not on the
Secretary of State.
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C. Each registered agent for a domestic corporation or f oreign
corporation shall:
1. If an entity, maintain a business office identical with t he
registered office which is open during regular business hours, or if
an individual, be generally present at the regis tered office to
accept service of process and oth erwise perform the functions of a
registered agent;
2. If a foreign entity, be authori zed to transact business in
this state; and
3. Accept service of process an d other communications directed
to the corporations for which it serves as registered agent a nd
forward same to the corporation to which the s ervice or
communication is directed.
D. Every corporation formed under the laws of this state or
qualified to do business in this state shall provide to its
registered agent, and update from time to time as necessary, the
name, business address and busine ss telephone number of a natural
person who is an officer, director, employee or designated agent of
the corporation, who is then authorized to receive commun ications
from the registered agent. Such person shall be deemed the
communications contact for th e corporation. Every registered agent
shall retain, in paper or electronic form, the information required
by this subsection concerning the current communica tions contact for
each corporation for which he, she or it serves as a registered
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agent. If the corporation fails to provide the regist ered agent
with a current communications contact, the registered agent may
resign as the registered agent for such corpo ration pursuant to
Section 1026 of this title.
E. Whenever the term “resident agent” or “resident agent in
charge of a corporation ’s principal office or place of business in
this state”, or other term of like im port which refers to a
corporation’s agent required by statute to be located in this state,
is or has been used in a corporation’s certificate of incorporation,
or in any other document, or in any statute, it shall be deemed to
mean and refer to, unless th e context indicates otherwise, the
corporation’s registered agent required by this section. It shall
not be necessary for any corporation to amend its certificate of
incorporation or any other document to comply with the provisions of
this section.
SECTION 15. AMENDATORY 18 O.S. 2021, Section 1025, is
amended to read as f ollows:
Section 1025.
RESIGNATION OF REGISTERED A GENT COUPLED
WITH APPOINTMENT OF SUCCE SSOR
The registered agent of one or more corporations may resign and
appoint a successor regis tered agent by filing in the name of each
affected corporation a certificate with the Secretary of State
stating the name and address of the successor agent, in a ccordance
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with the provisions of paragraph 2 of subsection A of Section 1006
of this title. There shall be attached to the certificate a
statement of the aff ected corporation ratifying and approving such
change of registered agent. The statement shall be executed and
acknowledged in accordance with the provisions of Section 1007 of
this title. Upon the filing, the successor registered agent becomes
the registered agent of each corporation that has ratified and
approved each substitution and the successor registered agent’s
address, as stated in each certificate, becomes the address of each
such corporation’s registered office in this state. The Secretary
of State shall then issue his or her certificate that the succe ssor
registered agent has become the r egistered agent of the corporations
so ratifying and approving the change, and setting out the names of
such corporations.
SECTION 16. AMENDATORY 18 O.S. 2021, Section 1027, is
amended to read as follows:
Section 1027.
BOARD OF DIRECTORS; POWERS; NUMBER; QUALIFICATIONS; TERMS
AND QUORUM; COMMITTEES; CLASSES OF DIRECTORS; NONSTOCK CORPORATIONS;
RELIANCE UPON BOOKS; ACTION WITHOUT MEETING; ETC.
A. The business and affairs of every corporation org anized in
accordance with the provisio ns of the Oklahoma General Corporation
Act shall be managed by or under the direction of a board of
directors, except as may be otherwise provided for in the Oklahoma
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General Corporation Act or in the corporation ’s certificate of
incorporation. If any pro vision is made in the certificate of
incorporation, the powers and duties conferred or imposed upon the
board of directors by the provisions of the Oklahoma General
Corporation Act shall be exercised or performed to th e extent and by
the person or persons stated in the certificate of incorporation.
B. The board of directors of a corporation shall consist o f one
or more members, each of whom shall be a natural person. Th e number
of directors shall be fixed by or in the manner provided for in the
bylaws, unless the certificate of incorporation fixes the number of
directors, in which case a change in the numb er of directors shall
be made only by amendment of the certificate . Directors need not be
shareholders unless so r equired by the certificate of incorpor ation
or the bylaws. The certificate of incorporation or bylaws may
prescribe other qualifications for directors. Each director shall
hold office until a successor is elected and qualified or until his
or her earlier resignation or removal. Any director may resign at
any time upon notice given in writing or by electronic transmission
to the corporation. A resignation is effective when the resignation
is delivered unless the resignation specifies a later effective da te
or an effective date determined upo n the happening of an event or
events. A resignation that is conditioned upon the director failing
to receive a specified vote for reelection as a director may provide
that it is irrevocable. A majority of the total number of directors
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shall constitute a quorum for the transaction of business unless the
certificate of incorporation or the bylaws require a greater number.
Unless the certificate of incorporation provides otherwise, the
bylaws may provide that a number less than a majority shall
constitute a quorum which in no case shall be less than one-third
(1/3) of the total number of directors. The vot e of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors unless the certificate of
incorporation or the bylaws shall require a vote of a greater
number.
C. 1. The board of directors m ay designate one or more
committees consisting of one or more of t he directors of the
corporation. The board may d esignate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The bylaws may
provide that in the absence or disqual ification of a member of a
committee, the member or members present at a meeting and no t
disqualified from voting, whether or not the member or members
constitute a quorum, may unanimously a ppoint another member of the
board of directors to act at the meet ing in the place of any absent
or disqualified member. Any committee, to the extent pr ovided in
the resolution of the board of directors, or in the bylaws of the
corporation, shall have and may exercise all the powers and
authority of the board of directo rs in the management of the
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business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it;
but no committee shall ha ve the power or authority to:
a. approve, adopt, or recommend to t he shareholders any
action or matter, other than the election or removal
of directors, expressly required by the Oklahoma
General Corporation Act to be submitted to
shareholders for approval , or
b. adopt, amend, or repeal any bylaw of the corporation.
2. Unless otherwise provided in the certificate of
incorporation, the bylaws or the resolu tion of the board of
directors designating the committee, a committee may create one or
more subcommittees, each subcommittee to consist of one or more
members of the committee, and delegate to a subcommittee any or al l
of the powers and authority of the c ommittee. Except for references
to committees and members of committees in this subsection C of this
section, every reference in this title to a committee of the board
of directors or a member of a committee shall be deemed to include a
reference to a subcommittee or member of a subcommittee.
3. A majority of the directors then serving on a committee of
the board of directors or on a subcommittee of a committee shall
constitute a quorum for the transaction of business by the committee
or subcommittee, unle ss the certificate of incorporation, the
bylaws, a resolution of the board of directors or a resolution of a
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committee that created the subcommittee requires a greater or lesser
number; provided that in no case shall a quorum be less than one-
third (1/3) of the directors then serving on the committee or
subcommittee. The vote of the majority of the members of a
committee or subcommittee present at a meeting at which a q uorum is
present shall be the act of the committe e or subcommittee, unless
the certificate of incorporation, the bylaws, a resolution of the
board of directors or a resolution of a committee that created the
subcommittee requires a greater number.
D. The directors of any corporation organized under the
Oklahoma General Corporation Act, by th e certificate of
incorporation or by an initial bylaw, or by a bylaw adopted by a
vote of the shareholders, may be divided into one, two, or three
classes; the term of office of those of the first class to expire at
the first annual meeting held after the classification becomes
effective; of the second class one (1) year thereafter; of the third
class two (2) years thereafter; and at each annual election held
after the classification becomes effective, directors shall be
chosen for a full term, as the case may be, to succeed those whose
terms expire. The certificate of incorporation or bylaw provision
dividing the directors into classes may authorize the board of
directors to assign members of the board then in office to such
classes when the classification becomes effective. The certificate
of incorporation may confer upon holders of any class or series of
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stock the right to elect one or more directors who shall serve f or
the term, and have voting powers as shall be s tated in the
certificate of incorporati on. The terms of office and voting powers
of the directors elected in the manner so provided in the
certificate of incorporation may be greater than or less than those
of any other director or class of directors. In addition, the
certificate of incorpora tion may confer upon one or more directors,
whether or not elected separately by the holders of any class o r
series of stock, voting powers greater than or less than th ose of
other directors. Any such provision confe rring greater or lesser
voting power shall apply to voting in any committee, unless
otherwise provided in the certificate of incorporation or byla ws.
If the certificate of incorporation provides that direct ors elected
by the holders of a class or series o f stock shall have more or less
than one vote per director on any matter, every reference in the
Oklahoma General Corporation Act to a majority or other proportion
of directors shall refer to a majority or o ther proportion of the
votes of the directors.
E. A member of the board of directors, o r a member of any
committee designated by the board of directors, in the performance
of the member’s duties, shall be fully protected in relying in good
faith upon the records of the corporation and upon information,
opinions, reports, or statements presen ted to the corporation by any
of the corporation’s officers or employees, or committees of the
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board of directors, or by any other person as to matters the member
reasonably believes are within the officer ’s, employee’s,
committee’s or other person’s competence and who have been selected
with reasonable care by or on behalf of the corporation.
F. Unless otherwise restricted by the certificate of
incorporation or bylaws:
1. Any action required or permitted to be taken at any meeting
of the board of directo rs, or of any committee thereof may be taken
without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or ele ctronic transmission
or transmissions are filed with the minutes of proceedings of the
board or committee; and the filing shall be in paper form i f the
minutes are maintained in paper form and shall be in el ectronic form
if the minutes are maintained in el ectronic form; and any a consent
may be documented, signed, and delivered in any manner permitted by
Section 1014.3 of this title. Any person whether or not t hen a
director may provide, whether through instruction to an agent or
otherwise, that a consent to action will be effective at a future
time (including a time determined upon the happening of an event),
no later than sixty (60) days after such instruction is given or
such provision is made and suc h consent shall be deemed to have been
given for purposes of this subsection at such effectiv e time so long
as such person is then a director and did not revoke the consent
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prior to such time; and any such consent shall be revocable prior to
its becoming effective. After an action is taken, the consent or
consents relating thereto shall be filed with the minutes of the
proceedings of the board of directors, or the committee thereo f, in
the same paper or electronic form as the minutes are maintained ;
2. The board of directors of any corporation o rganized in
accordance with the provisions of the Ok lahoma General Corporation
Act may hold its meetings, and have an office or offices, outside of
this state;
3. The board of directors shall have t he authority to fix t he
compensation of directors; and
4. Members of the board of directors of any corporati on, or any
committee designated by the board, may participate in a meeting of
the board or committee by means of confere nce telephone or other
communications equipment by means of which all persons partic ipating
in the meeting can hear or otherwise communi cate with each other.
Participation in a meeting pursuant to the provisions of this
subsection shall constitute presenc e in person at the meeting.
G. 1. The certific ate of incorporation or bylaws of an y
nonstock corporation may provide that less than on e-third (1/3) of
the members of the governing body may constitute a quorum thereof
and may otherwise provide that the bu siness and affairs of the
corporation shall be m anaged in a manner different from th at
provided for in this section, which differences m ay include
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additional classes of directors, longer terms of service, the use of
less than unanimous consents for board a ction, and permitting the
Chair of the Board of Directors to designate committees an d appoint
members.
2. Except as may be otherwise pr ovided by the certificate of
incorporation, the provisions of this section shall apply to such a
corporation, and when s o applied, all references t o the board of
directors, to members thereof, and to shar eholders shall be deemed
to refer to the governing b ody of the corporation, the members
thereof and the members of the corporation, respectively; and all
references to stock, capital stock, or shares shall be deemed to
refer to memberships of a nonprofit n onstock corporation and to
membership interests of a ny other nonstock corporation.
H. 1. Any director or the entire board of directors may be
removed, with or without cau se, by the holders of a maj ority of the
shares then entitled to vote at an election of directors, except as
follows:
a. unless the certificate of incorporation otherwise
provides, in the case of a corporation whose board is
classified as provided for in su bsection D of this
section, shareholders may eff ect such removal only for
cause, or
b. in the case of a corporation having cumulative vo ting,
if less than the entire board is to be removed, no
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director may be removed without cause if the votes
cast against the director’s removal would be
sufficient to elect the director if then cumulative ly
voted at an election of the entire board of direc tors,
or, if there are classes of directors, at an election
of the class of directors of which the director is a
part.
2. Whenever the holders of any class or series a re entitled to
elect one or more dir ectors by the provisions of the certificate of
incorporation, the provisions of this subsection shall apply, in
respect to the removal without cause of a director or direct ors so
elected, to the vote of the holders of th e outstanding shares of
that class or series and not to the vote of the outstanding shar es
as a whole.
SECTION 17. AMENDATORY 18 O.S. 2021, Section 1031, is
amended to read as follows :
Section 1031.
INDEMNIFICATION OF OFFICERS, DIR ECTORS, EMPLOYEES AND AGENTS;
INSURANCE
A. A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, admi nistrative, or investigative, other
than an action by or in the right of the corporation , by reason of
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the fact that the person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of anothe r
corporation, partnership, joint ventu re, trust, or other enterprise,
against expenses, including attorney fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by the
person in connection with the action, suit, or procee ding if the
person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct w as unlawful. The
termination of any ac tion, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption th at the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal actio n or
proceeding, had reasonable cause to believe that the conduct was
unlawful.
B. A corporation shall hav e the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right
of the corporation to procure a judgme nt in its favor by reason of
the fact that the pe rson is or was a director, officer, emp loyee, or
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agent of the corporation, or is or was serving at the request of the
corporation as a director, offi cer, employee, or agent of another
corporation, partnershi p, joint venture, trust, or other enterprise
against expenses, including attorney fees, actually and reasonably
incurred by the person in connection with the defense or settlement
of an action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the
best interests of the corporati on and except that no indemnification
shall be made in respect of any claim, issue, or matter as to which
the person shall have been adjudged to be liable to the corpor ation
unless and only to the extent that the cour t in which the action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circums tances of
the case, the person is fairly and reasonably en titled to indemnity
for expenses which the court shall deem proper.
C. 1. To the extent that a present or former director or
officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to
in subsection A or B of this section, or in defense of any claim,
issue, or matter ther ein, the person shall be indemnified against
expenses, including attorney fees, actually and reasonably incurr ed
by the person in connection therewith.
2. The corporation may indemnify any other person who is not a
present or former director or officer of the corporation against
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expenses including attorney fees actually and reasonabl y incurred by
the person to the extent he or she has been successful on the merits
or otherwise in defense of any action, suit , or proceeding referred
to in subsections A and B of this section, or in defense of any
claim, issue, or matter therein.
D. Any indemnification under the pr ovisions of subsection A or
B of this section, unless ordere d by a court, shall be made by the
corporation only as authorized in the specific case u pon a
determination that indemnification of the present or former director
or officer is proper in the circu mstances because the person has met
the applicable standard of conduct set forth in subsection A or B of
this section. This determination shall be made, with respect to a
person who is a director or officer of the corporation at the time
of the determination:
1. By a majority vote of the directors who are not par ties to
the action, suit, or proceeding, even tho ugh less than a quorum;
2. By a committee of directors designated by a majority vote of
directors, even though less than a quorum;
3. If there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion; or
4. By the shareholders.
E. Expenses including attorney fees incurred by an officer or
director in defending a civil, criminal, administrative or
investigative action, suit, or proceeding may be paid by the
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corporation in advance of the final disposition of the action, suit,
or proceeding upon r eceipt of an undertaking by or on behalf of the
director or officer to repay the amount if it shall ultimate ly be
determined that the person is not entitled to be indem nified by the
corporation as authorized by the pr ovisions of this section.
Expenses including attorney fees incurred by former directors or
officers or other employees and agents or persons servi ng at the
request of the corporation as directors, officers, employees or
agents of another corporation, part nership, joint venture, trust or
other enterprise may be paid upon the terms and conditions, if any,
as the corporation deems appropriate.
F. The indemnification and advancement of expenses provided by
or granted pursuant to the other subsections of this section shall
not be deemed exclusive o f any other rights to which those seeking
indemnification or advancement of expenses may be entitled under a ny
bylaw, agreement, vote of shareholders or disinterested d irectors,
or otherwise, both as to action in the person’s official capacity
and as to action in another capacity while holding an office. A
right to indemnification or to advancement of expenses arising under
a provision of the certificate of incorporatio n or a bylaw shall not
be eliminated or impaired by an amendment to or repeal or
elimination of the certificate of incorporation or the bylaw after
the occurrence of the act or omission that is th e subject of the
civil, criminal, admi nistrative or investig ative action, suit or
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proceeding for which indemn ification or advancement of expenses is
sought, unless the provision in effect at the time of such act or
omission explicitly authorizes such elimi nation or impairment after
such action or omission has occur red.
G. 1. A corporation shall have power to pu rchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was servin g at the
request of the corporation as a d irector, officer, employee, or
agent of another corporation, partne rship, joint venture, trust, or
other enterprise against any liability asserted against the person
and incurred by the person in any such capacity, or arising out of
the person’s status as such, whether or not the corporation would
have the power to indemn ify the person against liability under the
provisions of this section. For purposes of this subsection,
“insurance” shall include any insurance provided directly or
indirectly, including under any fronting or reinsurance arrangement,
by or through a captive insurance company organized and licensed in
compliance with the laws of any jurisdiction, including any captive
insurance company licensed under the Oklahoma Captive Insurance
Company Act within Title 36 of the Oklahoma Insurance Code, provided
that the terms of any such captive insurance sh all:
a. exclude from coverage and provide that the insurer
shall not make any payment for loss in connection with
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any claim made against any person arising out of,
based upon, or attributable to any:
(1) personal profit or other financial advantage to
which such person was not legally entitled, or
(2) deliberate criminal or deliberate fraudulent act
of such person,
if the conditions of division (1) or (2) of this
subparagraph are established by a final, non -
appealable adjudication in the underlying proceed ing
in respect of such claim, which shall not include an
action or proceeding initiated by the insurer or th e
insured to determine coverage un der the policy, unless
and only to the extent such person is entitled to b e
indemnified under this section,
b. require that any determination to make a payment under
such insurance in respect of a claim against a current
director or officer of the corporation shall be made
by an independent claims administrator or in
accordance with the provisions of paragraphs 1 through
4 of subsection D of this section, and
c. require that, before any payment under such insurance
in connection with any dismissal or compromise o f any
action, suit, or proceeding brought by or in the right
of a corporation as to which notice is required to be
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given to shareholders, such corporation shall include
in such notice that a payment is proposed to be made
under such insurance in connection with such dismissal
or compromise.
2. For purposes of paragraph 1 of this subsection, the conduct
of an insured person shall not be imputed to any other insured
person.
3. The exclusions in paragraph 1 of this subsection shall
permit a captive insurance policy to cover dir ectors and officers
for certain liabilities that are non -exculpable under paragraph 7 of
subsection B of Section 1006 of this title.
4. Any corporation that establishes or maintains a captive
insurance company that provides insurance under this sub section
shall not, solely by virtue thereof, be subject to the provisions of
Title 36 of the Oklahoma Insurance Code.
5. Nothing in this subsection shall be construed to preve nt a
foreign corporation from organizing a captive insurer under the
Oklahoma Captive Insurance Company Act for the purpose of insuring
the same risks described in this section.
6. Any corporation that establishes a captive insurance company
may include in the i nsurance policy limitations or exclusions that
are in addition to those prescrib ed by a statute or regulation.
H. For purposes of this section, references to “the
corporation” shall include, in addition to the resulting
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corporation, any constituent corpor ation, including any constituent
of a constituent, absorbed in a consolidation o r merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees, or
agents, so that any person w ho is or was a director, officer,
employee, or agent of a constituent corporatio n, or is or was
serving at the request of a constituent corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or oth er enterprise, shall stand in the same
position under the provisions of this sec tion with respect to the
resulting or surviving corporation as the person would ha ve with
respect to the constituent corporation if its separate exis tence had
continued.
I. For purposes of this section, references to “other
enterprises” shall include, but are not limited to, employee benefit
plans; references to “fines” shall include, but are not limited to,
any excise taxes assessed on a person with respect to an employee
benefit plan; and references to “serving at the request of the
corporation” shall include, but are not limited to, any service as a
director, officer, employee, or ag ent of the corporation which
imposes duties on, or involves service s, by the director, officer ,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith
and in a manner the person reasonably believed to be in the interest
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of the participants and beneficiaries of an employe e benefit plan
shall be deemed to have acted in a manner “not opposed to the bes t
interests of the corporation” as referred to in this section.
J. The indemnification and advancement of expenses provided by
or granted pursuant t o this section, unless othe rwise provided when
authorized or ratified, shall continue as to a person who ha s ceased
to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of the person.
K. The district court is veste d with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise. The court may summarily determine a corporation ’s
obligation to advance expenses including attorney fees.
SECTION 18. AMENDATORY 18 O.S. 2021, Section 1033, is
amended to read as follows:
Section 1033.
ISSUANCE OF STOCK, LAWFUL CONSIDERATI ON - FULLY PAID STOCK
A. The consideration, as determined pursuant to the provisions
of subsections A and B of Section 1034 of this title, for
subscriptions to, or the purchase of, the capital stock to be issued
by a corporation shall be paid in such the form and in such manner
as that the board of directors shall determine. The board of
directors may authorize capital stock to be issued for consideration
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consisting of cash, an y tangible or intangible property or any
benefit to the corpo ration, or any combination thereof, except for
services to be performed. The resolution authorizing the issuance
of capital stock may provide that any stock to be issued pursuant to
such resolution Stock may be issued in one or more transactions in
such the numbers and, at such the times, and for the consideration
as are set forth in or determined by or in the manne r set forth in
the resolution, which may include a determination or action by any
person or body including the corporation, provided the resolution
fixes a maximum number of shares that may be issued pursuant to such
resolution, a time period during which such shares may be issued and
a minimum amount of consideration for which such sha res may be
issued. The board of directors may determine the amount of
consideration for which shares m ay be issued by setting a minimum
amount of consideration or by approvi ng a formula by which the
amount of consideration is determined. The formula may include or
be made dependent upon facts ascertainable outside the formula,
provided the manner in which such facts shall operate upon the
formula is clearly and expressly set forth in the formula or in the
resolution approving the formula. In the absence of actual fraud in
the transaction, the judgment of the directors as to the val ue of
such consideration shall be conclusive. The capital stock so issued
shall be deemed to b e fully paid and nonassessable stock upon
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receipt by the corporation of the author ized consideration a
resolution of the board of directors .
B. The provisions of subsection A of In addition to the board
of directors, a resolution of the board of directors may delegate to
a person or body the authority to enter int o one or more
transactions to issue stock. With respect to such transactions,
shares of stock may be issued in the numbers, at the tim es, and for
the consideration as such person or body may dete rmine, provided the
resolution fixes:
1. A maximum number of shares that may be issued under such
resolution;
2. A period during which such shares may be issued ; and
3. A minimum amount of consider ation for which such shares may
be issued.
No resolution shall permit a person or body to issue stock to
such person or body.
C. Any provision of a resolution described by subsection A or B
of this section may be made depe ndent on facts ascertainable out side
the resolution, provided the manner in which such fa cts shall
operate upon the resolution is clearly and expres sly set forth in
the resolution. As used in this subsection, “facts” includes but is
not limited to the occurrence of any event, including a
determination or action by any person or body including the
corporation; provided, if the resolution delegates to a person or
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body the authority to enter into one or more transactions to issue
stock under subsection B of this section, the provisions described
in paragraphs 1 through 3 of subsection B of this section shall not
be made dependent on a determination or ac tion by such person or
body.
D. In the absence of actual fraud in the transaction, the
judgment of the directors as to the value or minimum amount of
consideration received by the corporation for the issuance of stock
shall be conclusive. The capital stock issued in accordance with
the provisions of this section shall be deemed to b e fully paid and
nonassessable stock upon rece ipt by the corporation of such
consideration. Nothing contained in this section shall not be
construed to prevent the board of directors from issuing partly paid
shares in accordance with the provisions of Section 1037 of this
title.
SECTION 19. AMENDATORY 18 O.S. 2021, Section 1034, is
amended to read as follows:
Section 1034.
CONSIDERATION FOR STOCK
A. Shares of stock with par value may be issued for such
consideration, having a value not less than the par value thereof of
the shares so issued, as is determined from time to time by the
board of directors in accordance with Section 1033 of this title, or
by the shareholders if the certificate of incorporation so provides.
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B. Shares of stock without par value may be issued for such
consideration as is determined from time to time by the board of
directors in accordance with Section 1033 of this title, or by the
shareholders if the certificate of incorporation so provides.
C. Treasury shares may be disposed of by the corporation for
such consideration as may b e determined from time to time by the
board of directors in the same manner that shares of stock are
issued under Section 1033 of this title, or may be disposed of for
such consideration as determined by the shareholders if the
certificate of incorporation so pro vides.
D. If the certifica te of incorporation reserves to the
shareholders the right to determine the consideration for the issue
of any shares, the shareholders, unless the cert ificate requires a
greater vote, shall do so by a vote of a majority of the o utstanding
stock entitled to vote thereon.
SECTION 20. AMENDATORY 18 O.S. 2021, Section 1038, is
amended to read as follows:
Section 1038.
RIGHTS AND OPTIONS RESPECTING STOCK
A. Subject to any provisions in the certificate of
incorporation, every corporati on may create and issue, whether or
not in connection with the issue and sale of any shares of stock or
other securities of the corporation, rights or options entitling the
holders thereof to acquire from the corporation any shares of its
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capital stock of any class or classes, such rights or options to be
evidenced by or in such instrument or instruments as shall be
approved by the board of directors of the corporation.
B. The terms upon which, including the time or times, which may
be limited or unlimited in d uration, at or within which, and the
consideration, including any formula by which such consideration may
be determined, for which any such shares may be acquired from the
corporation upon the exercise of any such right or option, shall be
such as shall be stated in the certificate of incorporation, or in a
resolution adopted by the board of directors providing for the
creation and issue of such rights or options, and, in every case,
shall be set forth or incorporated by reference in the instrument or
instruments evidencing such rights or options. A formula by which
such consideration may be determined may include or be made
dependent upon facts ascertainable outside the formula, provided the
manner in which such facts shall operate upon the formula is clea rly
and expressly set forth in the formula or in the resolution
approving the formula. In the absence of actual fraud in the
transaction, the judgment of the directors as to the consideration
for the issuance of such rights or options and the sufficiency
thereof shall be conclusive or by another person or body authorized
under this section.
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C. The board of directors may, by a resolution adopted by the
board, authorize one or more officers of the corporation to do one
or both of the following:
1. Designate officers and employees of the corporation or of
any of its subsidiaries to be recipients of such rights or options
created by the corporation; and
2. Determine the number of such rights or options to be
received by such officers and employees;
provided, however, that the resolution so authorizing such
officer or officers shall specify the total number of rights or
options such officer or officers may so award. The board of
directors may not authorize an officer to designate himself or
herself as a recipient of any such rights or options In addition to
the board of directors, the board of directors may adopt a
resolution to delegate to a person or body the authority to enter
into one or more transactions to issue rights or options . With
respect to such transactions, the rights or options may be issued in
the numbers, at the times, and for the consideration as such person
or body may determine , provided the resolution fixes :
1. The maximum number of rights or options, and the maximum
number of shares issu able upon exercise thereof, that may be issued
under such resolution;
2. The period during which such rights or options, and during
which the shares issuable upon exercise there of, may be issued; and
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3. A minimum amount of consideration , if any, for which such
rights or options may be issued and a minimum amount of
consideration for the shares issuable upon exercise thereof.
No such resolution shall permit a person or body to issue rights
or options to such person or body .
D. In case the shares of s tock of the corporation to be issued
upon the exercise of such rights or options shall be shares having a
par value, the Any provision in a resolution described by subsection
B or C of this section may be made dependent on facts ascertainable
outside the resolution, provided the manner in which such facts
shall operate upon the resolution is clearly and expressly set forth
in such resolution. As used in this subsection, “facts” includes
but is not limited to the occurrence of any event, including a
determination or action by any person or body including the
corporation; provided, if the resolution delegates to a person or
body the authority to enter into one or more transactions to issue
rights or options under subsection C of this section, the provisions
described by paragraphs 1 through 3 of subsection C of this section
may not be made dependent on a determination or action by such
person or body.
E. The minimum consideration so to be received therefor shall
have a value not less than the par value there of. In case the
shares of stock so to be issued shall be shares of stock without par
value, the consideration therefor shall be determined in the manner
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provided for the shares of stock of the corporation to be issued
upon exercise of such rights or optio ns shall be no less than the
amount set forth in Section 1034 of this title.
SECTION 21. AMENDATORY 18 O.S. 2021, Section 1041, is
amended to read as follows:
Section 1041.
CORPORATION’S POWERS RESPECTING OWNERSHIP, VOTING, ETC. OF
ITS OWN STOCK; RIGHTS OF STOCK CALLED FOR REDEMPTION
A. Every corporation may purchase, redeem, receive, take, or
otherwise acquire, own, hold, sell, l end, exchange, transfer, or
otherwise dispose of, pledge, use and otherwise deal in and with its
own shares; provided, however, that no corporation shall:
1. Purchase or redeem its own shares of capital stock for cash
or other property when the capital of the corporation is impaired or
when the purchase or redemption would cause any impairment of the
capital of the corporation, except that a corporation other than a
nonstock corporation may purchase or redeem out of capital any of
its own shares which are entitled upon any distribution of its
assets, whether by dividend or in liquidation, to a preference ov er
another class or series of its stock, or, if no shares entitled to a
preference are outstanding, any of its own shares if such shares
will be retired upon their acquisition and the capital of the
corporation reduced in accordance with the provisions of Sections
1078 and 1079 of this title. Nothing in this subsection shall
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invalidate or otherwise affect a note, debenture, or other
obligation of a corpor ation given by it as consideration for its
acquisition by purchase, redemption, or the exchange of its shares
of stock if at the time such note, debenture, or obligation was
delivered by the corporation its capital was not then impaired or
did not thereby become impaired;
2. Purchase, for more than the price at which they may then be
redeemed, any of its s hares which are redeemable at the option of
the corporation; or
3. a. In the case of a corporation other than a nonstock
corporation, redeem any of its s hares unless their
redemption is authorized by subsection B of Section
1032 of this title and then only in accordance with
the provisions of that section and the certificate of
incorporation, or
b. In the case of a nonstock corporation, redeem any of
its membership interests, unless their redemption is
authorized by the certificate of incorporation and
then only in accordance with the certificate of
incorporation.
B. Nothing in this section shall be construed to limit or
affect a corporation’s right to resell any of its shares theretofore
purchased or redeemed out of surplus and which have not been
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retired, for consideration fixed by the board of directors or by the
shareholders if the certificate of incorporation so provides.
C. Shares of its own a corporation’s capital stock belonging to
the shall neither be entitled to vote nor be counted for quorum
purposes if the shares belong to:
1. The corporation; or to another
2. Another corporation, if a majority of the shares entitled to
vote in the election of directors of the other corporation is held,
directly or indirectly, by the corporation, shall neither be
entitled to vote nor be counted for quorum purposes; or
3. Any other entity, if a majority of the voting power of such
other entity is held directly or indirectly by the corporation, or
if such other entity is otherwise cont rolled directly or indirectl y
by the corporation.
Nothing in this section shall be construed as limiting the right
of any corporation to vote stock including, but not limited to, its
own stock, held by it in a fiduciary capacity.
D. Shares which have been called for redemptio n shall not be
deemed to be outstanding shares for the purpose of voting or
determining the total number of shares entitled to vote on any
matter on and after the date on whi ch written notice of redemption
has been sent to holders thereof and a sum suffici ent to redeem
those shares has been irrevocably deposited or set aside to pay the
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redemption price to the holders of the shares upon surrender of the
certificates.
SECTION 22. NEW LAW A new section of law to be codified
in the Oklahoma Stat utes as Section 1047.1 of Title 18, unless there
is created a duplication in numbering, reads as follows:
LOST, STOLEN, OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW
CERTIFICATE OR UNCERTIFICATED S HARES
A corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate previously issued
by it that is alleged to have been lost, stolen, or destroyed. The
corporation may require the owner of the lost, stolen , or destroyed
certificate, or such owner ’s legal representative , to give the
corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of su ch new
certificate or uncertificated shares.
SECTION 23. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1047.2 of Title 18, unless there
is created a duplication in numb ering, reads as follo ws:
JUDICIAL PROCEEDINGS TO COMPEL ISSUANCE OF NEW CERTIFICATE OR
UNCERTIFICATED SHARES
A. If a corporation refuses to issue new uncertificated shares
or a new certificate of stock in place of a certificate previously
issued by it, or by any corporation of which it is the lawful
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successor, that is alleged to have been lost, stolen, or destroyed,
the owner of the lost, stolen, or destroyed certificate or such
owner’s legal representative may apply to the district court for an
order requiring the corporation to show cause why it should not
issue new uncertificated sh ares or a new certificate of stock in
place of the certificate that is lost, stolen, or destroyed. Such
application shall be by a complaint which shall state the name of
the corporation, the number and date of the certificate if known or
ascertainable by the plaintiff, the number of shares of stock
represented thereby and to whom issued, and a statement of the
circumstances attending to the loss, theft, or destruction. The
court shall order the corporation to show cause at a designated time
and place, as to why it should not issue new uncertificated shares
or a new certificate of stock in place of the one described in the
complaint. A copy of the complaint and order shall be served upon
the corporation at least five (5) days before the time designated in
the order.
B. Upon hearing, if the district court is satisfied that the
plaintiff is the lawful owner of the number of shares of capital
stock or any part thereof described in the complain t, that the
certificate for such shares has been lost, stolen , or destroyed, and
that no sufficient cause has been shown why new uncertificated
shares or a new certificate should not be issued in place thereof,
the court shall order the corporation to is sue and deliver to the
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plaintiff new uncertificated shares or a new c ertificate for such
shares. The court shall direct in such order that, before the
issuance and delivery to the plaintiff of such new uncertificated
shares or a new certificate, th e plaintiff give the corporation a
bond in such form and with such security that the court deems
sufficient to indemnify the corporation against any claim that may
be made against it on account of the alleged loss, theft, or
destruction of any such certi ficate or the issuance of such new
uncertificated shares or new certificate. No corporation which has
issued uncertificated shares or a certificate under a court order
entered under this section shall be liable in an amount in excess of
the amount specified in the bond.
SECTION 24. AMENDATORY 18 O.S. 2021, Section 10 57, is
amended to read as follows:
Section 1057.
VOTING RIGHTS OF SHAREHOLDERS; PROXIES; LIMITATIONS
A. Unless otherwise provided for in the certificate of
incorporation and subject to the provisions of Section 1058 of this
title, each shareholder shall be entitled to one vote for each share
of capital stock held by the shareholder. If the certificate of
incorporation provides for more or less than one vote for any share
on any matter, every reference in this act Section 1001 et seq. of
this title to a majority or other proportion of stock, voting stock
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or shares shall refer to such majority or other proportion of the
votes of such stock, voting sto ck or shares.
B. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dis sent to corporate action in
writing without a meeting may authorize another person or pe rsons to
act for the shareholder by proxy, but no proxy sha ll be voted or
acted upon after three (3) years from its date, unless the pro xy
provides for a longer period.
C. Without limiting the manner in which a shareholder may
authorize another person or persons to act as a proxy pursuant to
subsection B of this section, the following shall constitute a valid
means by which a shareholder may grant such authority:
1. A shareholder or the shareholder’s authorized officer,
director, employee, or agent may execute a writing authorizing
another person or persons to ac t for him or her as proxy. Execution
may be accomplished by the shareholder or the shareholder’s
authorized officer, director, employee, or agent signing the writing
or causing his or her signatu re to be affixed to the writing by any
reasonable means incl uding, but not limited to, by facsimile
signature.
2. A shareholder may authorize another person or persons to act
for him or her as proxy by transmitting or authorizing the
transmission of a tel egram, cablegram, or other means of electronic
transmission to the person who will be the holder of the proxy or to
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a proxy solicitation firm, proxy support service orga nization, or
like agent duly authorized by the person who will be the holder of
the proxy to receive the transmission; provided, that any telegram,
cablegram, or other means of electronic transmission must either set
forth, or be submitted with information from which it can be
determined, that the telegram, cablegram, or other electronic
transmission was authorized by the shareholder. If it is deter mined
that telegrams, cablegrams, or other electronic transmissions are
valid, the inspectors or, if there ar e no inspectors, any other
person making that determination shall specify the informati on upon
which they relied.
3. The authorization of a person to act as a proxy may be
documented, signed, and delivered in accordance wit h Section 1014.3
of this title, provided that the authorization shall set forth, or
be delivered with information ena bling the corporation to determine,
the identity of the shareholder granting the authoriz ation.
D. Any copy, facsimile telecommunication, or other reliable
reproduction of the writing or transmission created pursuant to
subsection C of this section may be su bstituted or used in lieu of
the original writing or transm ission for any and all purposes for
which the original writing or transmissio n could be used; provided,
that the copy, facsimile telecommunication, or other reproduction
shall be a complete reprodu ction of the entire original writing or
transmission.
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E. A duly executed proxy shall be irrevocable if it states that
it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy
may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an
interest in the corporation generally.
SECTION 25. AMENDATORY 18 O.S. 2021, Section 1058, is
amended to read as follows:
Section 1058.
FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD
A. In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, the board of directors may fix a record
date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting. If the
board of directors so fixes a date, such date shall al so be the
record date for determining the shareholders entitled to vote at
such meeting unless the board of directors determines, at the time
it fixes such record date, that a later date on or before the date
of the meeting shall be the date for making suc h determination. If
no record date is fixed by the board of directors, the r ecord date
for determining shareholders entitled to notice of or to vote at a
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meeting of shareholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders
shall apply to any a djournment of the meeting; provided, however,
that the board of directors may fix a new record date for the
adjourned meeting and in such case shall also fix as the rec ord date
for shareholders entitled to notice of such adjourned meeting the
same or an earlier date as that fixed for determination of
shareholders entitled to vote i n accordance with the foregoing
provisions of this section at the adjourned meeting.
B. 1. In order that the corporation may determine the
shareholders entitled to consent to co rporate action in writing
without a meeting in accordance with Section 1073 o f this title, the
board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record
date is adopted by the board o f directors, and which date shall not
be more than ten (10) d ays after the date upon which the resolution
fixing the record date is adopted by the board of directors. If no
record date has been fixed by the board of directors, the record
date for determining shareholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the
board of directors is required by the Oklahoma Genera l Corporation
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Act, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered
to the corporation by delivery to its registered office in this
state, its principal place of business, or an o fficer or agent of
the corporation having custody of the book in which proceedings of
meetings of shareholders are recorded. Delivery made to a
corporation’s registered office shall be by hand or by certified or
registered mail, return receipt requested in accordance with
subsection D of Section 1073 of this title . If no record date has
been fixed by the board of directors and prior action by the board
of directors is required by the Oklahoma General Corporation Act,
the record date for determining shareh olders entitled to consent to
corporate action in writing without a m eeting shall be at the close
of business on the day on which the board of directors adopts the
resolution taking such prior action.
2. The provisions of this subsection shall be effectiv e with
respect to corporate actions taken by written consent, and to such
written consent or consents, as to which the first written consent
is executed or solicited after November 1, 1988.
C. In order that the corporation may determine the shareholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the shareholders entitled to exercise any
rights in respect of any cha nge, conversion or exchange of stock, or
for the purpose of any other lawful action, the bo ard of directors
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may fix a record date, which record date shall not p recede the date
upon which the resolution fixing the record date is adopted, and
which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed , the record date for
determining shareholders for any such purpose s hall be at the close
of business on the day on which the board of directors adopts the
resolution relating thereto.
SECTION 26. AMENDATORY 18 O.S. 2021, Section 1 064, is
amended to read as follows:
Section 1064.
LIST OF SHAREHOLDERS ENTITLED TO VOTE; PENALTY FOR REFUSAL TO
PRODUCE STOCK LEDGER
A. The corporation shall prepare , at least ten (10) days no
later than the tenth day before every each meeting of shareholders,
a complete list of the shareholders entitled to vote at the meeting;
provided, however, if the record date for determining the
shareholders entitled to vote is less than ten (10) days before the
meeting date, the list shall reflect the shareholders entitled to
vote as of the tenth day before the meeting date, arranged in
alphabetical order, and showing the address of each shareholder and
the number of shares regi stered in the name of each shareholder.
Nothing contained in this section shall require the corporation to
include electronic mail addresses or other electronic contact
information on the list. The list shall be open to the examination
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of any shareholder, for any purpose germane to the meeting for a
period of at least ten (10) days prior to ending on the day before
the meeting date:
1. On a reasonably accessible electronic netwo rk; provided,
that the information required to gain access to the list is pro vided
with the notice of the meeting; or
2. During ordinary business hours, at the princi pal place of
business of the corporation. In the event that the corporation
determines to make the list available on an electronic network, the
corporation may take reasonable steps to ensure that the information
is available only to shareholders of the c orporation. If the
meeting is to be held at a place, then the list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any shareholder who is
present. If the meeting is to be held sol ely by means of remote
communication, then the list shall also be open to the examination
of any shareholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information
required to access the list shall be provid ed with the notice of the
meeting.
B. Upon the willful neglect or refusal of the directo rs to
produce such a list at any meeting for the election of directors
held at a place, or to open such a list to examination on a
reasonably accessible electronic net work during any meeting for the
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election of directors held solely by means of remote comm unication,
they shall be ineligible for election to any office at the meeting
If the corporation or an officer or agent of the corporation refuses
to permit examinatio n of the list by a shareholder, such shareholder
may apply to the district court for an o rder to compel the
corporation to permit such examination. The burden of pro of shall
be on the corporation to establish that the examination the
shareholder seeks is for a purpose not germane to the meeting. The
court may summarily order the corporation to permit examination of
the list upon such conditions as the court may deem appropriate and
may make such additional orders as may be appropriate including but
not limited to postponing the meeting or voiding the results of the
meeting.
C. For the purposes of the Oklahoma General Corporation Act,
“stock ledger” means one or more records administered by or on
behalf of the corporation in which the names of all the
corporation’s shareholders of record, the address and number of
shares registered in the name of each such shareholder and all
issuances and transfers of stock of the cor poration are recorded in
accordance with Section 1069 of this title. The stock ledger sha ll
be the only evidence as to who are the shareholders entitled by this
section to examine the list required by this section or to vote in
person or by proxy at any m eeting of shareholders.
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SECTION 27. AMENDATORY 18 O.S. 2021, Section 1067, is
amended to read as follows:
Section 1067.
NOTICE OF MEETINGS AND ADJOURNED MEETINGS
A. Whenever shareholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given
which in accordance with Se ction 1075.2 of this title. The notice
shall state the place, if any, date and hour of the meeting, the
means of remote communications, if any, by which shareholders a nd
proxyholders may be deemed to be present in person and vote at the
meetings, the record date for determining the shareholders entitled
to vote at the meeting, if such date is different from the record
date for determining shareholders entitled to notice of the meeting
and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.
B. Unless otherwise provided for in the Oklahoma General
Corporation Act, the written notice of an y meeting shall be given
not less than ten (1 0) nor more than sixty (60) days before the date
of the meeting to each shareholder enti tled to vote at such meeting
as of the record date for determining the shareholders entitled to
notice of the meeting. If mailed, notice is given when deposited in
the United States mail, postage prepaid, directed to the shareholder
at his or her address as it appears on the records of the
corporation. An affidavit of the secretary or an assistant
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secretary or of the transfer agent or other agent of the corporation
that the notice has been given, in the absence of fraud, shall be
prima facie evidence of the facts stated therein.
C. When Unless the bylaws otherwise require, when a meeting is
adjourned to another time or place, unless the bylaws otherwise
require including an adjournment taken to address a technical
failure to convene or continue a meeting using remote communication,
notice need not be given of the adjourned meeting if the time,
place, if any, thereof, and the means of remote communications, if
any, by which shareholders and proxyholders may be deemed t o be
present in person and vote at the adjourned meeting are announced:
1. Announced at the meeting at which the adjournment is taken ;
2. Displayed during the time sc heduled for the meeting on the
same electronic network used to enable shareholders and proxy
holders to participate in the meeting by means of remote
communication; or
3. Set forth in the notice of meeting given in accordance with
subsection A of this section .
At the adjourned meeting the corporation may transact any
business which might have been tra nsacted at the original meeting.
If the adjournment is for more than thirty (30) days, a notice of
the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting. If after the adjournment a new
record date for sharehol ders entitled to vote i s fixed for the
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adjourned meeting, the board of directors shall fix a new record
date for notice of such adjourned meeting in accordance with
subsection A of Section 1058 of this title, and shall give notice of
the adjourned meeting to each shareholder of record entitled to vote
at such adjourned meeting as of the record da te fixed for notice of
such adjourned meeting.
SECTION 28. AMENDATORY 18 O.S. 2021, Section 1073, is
amended to read as follows:
Section 1073.
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
A. Unless otherwise provided for in the certificate of
incorporation, any action requi red by the provisions of the Oklahoma
General Corporation Act t o be taken at any annual or special meeting
of shareholders of a corporation or an y action which may be taken at
any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice, and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be
signed by the holders o f outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or ta ke
the action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to t he corporation by
delivery to its registered office in this state, its principal place
of business, or an officer or agent of the corp oration having
custody of the book in which proceedings of meet ings of shareholders
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are recorded. Delivery made to a corp oration’s registered office
shall be by hand or by certified or registered mail, return receipt
requested in the manner required by th is section.
B. Unless otherwise provided for in the certificat e of
incorporation, any action required by the provisions of the Oklahoma
General Corporation Act to be taken at a meeting of the members of a
nonstock corporation, or any action which may be t aken at any
meeting of the members of a nonstock corporation, m ay be taken
without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action taken,
shall be signed by members having not less than the minimum number
of votes that would be necessary to authorize or take such action at
a meeting at which all members having a right to vote thereon were
present and voted and shall be delivered to the corporation by
delivery to its registered office in this state, its principal place
of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of shareholders
are recorded. Delivery made to a corporation ’s registered office
shall be by hand or by certified or registered mail, return receipt
requested in the manner required by this section.
C. 1. An electronic transmission c onsenting to an action to be
taken and transmitted by a shareholder, member or proxyholder, or by
a person or persons authorized to ac t for a shareholder, member or
proxyholder, shall be deemed to be written and signed for the
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purposes of this section; pro vided that any electron ic transmission
sets forth or is delivered with information from which the
corporation can determine:
a. that the electronic transmission was transmitted by
the shareholder, member or proxyholder or by a person
or persons authorized to act for the sharehol der,
member or proxyholder, and
b. the date on which the shareholder, member or
proxyholder or authorized perso n or persons
transmitted the electronic transmission.
2. A consent given by electronic transmission is delivered to
the corporation upon the ear liest of:
a. when the consent enters an information processing
system, if any, designated by the corporation fo r
receiving consents, so long as the electronic
transmission is in a form capable of being processed
by that system and th e corporation is able t o retrieve
that electronic transmission,
b. when a paper reproduction of the consent is delivered
to the corporation’s principal place of business or an
officer or agent of t he corporation having custody of
the book in which proceedi ngs of meetings of
stockholders or members are recorded,
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c. when a paper reproduction of the consent is delivered
to the corporation’s registered office in this state
by hand or by certified or reg istered mail, return
receipt requested, or
d. when delivered in such other manner, if any, provided
by resolution of the board of directors or governing
body of the corporation.
Whether the corporation has so designated an information processing
system to receive consents is determined by the certificate of
incorporation, the bylaws or from the context and surrounding
circumstances including the conduct of the corporation. A consent
given by electronic transmission is delivered under this section
even if no person is aware of its receipt. Receipt of an electronic
acknowledgement from a n information processing system establishes
that a consent given by electronic transmission was received but, b y
itself, does not establish that the content sent corresponds to the
content received.
3. Any copy, facsimile or other r eliable reproduction of a
consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for w hich the original
writing could be used; provided that the copy , facsimile or other
reliable reproduction shall be a compl ete reproduction of the entire
original writing.
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D. A consent must be set forth in wri ting or in an electronic
transmission. No written consent shall be effective to take the
corporate action ref erred to therein unless written consents consent
signed by a sufficient number of holder s or members to take action
are is delivered to the corporation in the manner requ ired by this
section within sixty (60) days of the first date on which a written
consent is so delivered to the corporation. Any person executing a
consent may provide, whether through instruction to an agent or
otherwise, that such a consent will be effe ctive at a future time
including a time determined upon the happening of an event, no later
than sixty (60) days after such instruction is given or such
provision is made if evidence of such instruction or provision is
provided to the corporation. If the person is not a shareholder or
member of record when the consent is executed, the con sent shall not
be valid unless the person is a shareholder or member of record as
of the record date for determining shareholders or members entitled
to consent to the action. Unless otherwise provided, any such
consent shall be revocable prior to its beco ming effective. All
references to a “consent” in this section mean a consent permitted
by this section.
D. A consent permitted by this section shall be delivered:
1. To the principal place of busine ss of the corporation ;
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2. To an officer or agent of th e corporation who has custody of
the book in which proceedings of meetings of shareholders or members
are recorded;
3. To the registered office of the corporation in this state in
person or by certifi ed or registered mail, return receipt requested ;
or
4. In accordance with Section 1014.3 of this title to an
information processing system, if any, designated by the corporation
for receiving such consents. Consent delivered un der this paragraph
shall set forth or be delivered with information that enables t he
corporation to determine the date of delivery of such consent and
the identity of the person giving such consent. If such consent is
given by a person authorized to act for a shareholder or memb er as
proxy, such consent shall comply with the applicable provisions of
paragraphs 2 and 3 of subsection C of Section 1075.2 of this title.
Any copy, facsimile, or other reliable reproduction of a consent
in writing may be su bstituted or used in lieu of the original
writing for any purpose s for which the origin al writing could be
used, provided that the copy, facsimile, or other reliable
reproduction shall be a complete reproduction of the entire original
writing. A consent may be documented and signed in accordance with
Section 1014.3 of this title, and when so documented and signed
shall be deemed to be in writing for purposes of this title. If
such consent is delivered under paragraph 1, 2, or 3 of this
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subsection, such consent must be reproduced and delivered in paper
form.
E. Prompt notice of the takin g of the corporate action without
a meeting by less than unanimous written consent shall be given to
those shareholders or members, as the case may be, who have not
consented in writing and who, if the action had been taken at a
meeting, would have been en titled to notice of the meeting if the
record date for notice of the meeting had been the da te that written
consents signed by a sufficient number of shareholders or members to
take the action were delivered to the corporation as provided in
this section. In the event that the action for which consent is
given is an action that would have requir ed the filing of a
certificate under any other section of this title if the action had
been voted on by shareholders or by members at a meeting thereof the
certificate filed under the other section shall state, in lieu of
any statement required by the sect ion concerning any vote of
shareholders or members, that written consent has been given in
accordance with the provisions of this section.
SECTION 29. AMENDATORY 18 O.S. 2021, Section 1075.2, is
amended to read as follows:
Section 1075.2.
ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT
A. Without limiting the manner of which notice otherwise may be
given effectively to shareholders, any notice to shareholders given
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by the corporation under any provision of the Oklahoma Gene ral
Corporation Act, the certificate of incorporation, or the bylaws
shall be effective if given by a form of electronic transmission
consented to by the shareholder to whom the notice is given. The
consent shall be revocable by the shareholder by written notice to
the corporation. The consent shall be deemed revoked if:
1. The corporation is unable to deliver by electronic
transmission two consecutive notices given b y the corporation in
accordance with the consent; and
2. The inability becomes known to the secretary or an assistant
secretary of the corporation or to the transfer ag ent, or other
person responsible for the giving of notice; provided, however, the
inadvertent failure to treat the inability as a revocation shall not
invalidate any meeting o r other action may be given in writing
directed to the shareholder ’s mailing address or by electronic
transmission directed to the shareholder ’s electronic mail address,
as applicable, as it appears on the records of the corporation, and
shall be given:
1. If mailed, when the notice is deposited with the United
States Postal Service, postage prepaid;
2. If delivered by courier service, the earlier of when the
notice is received or left at the shareholder’s address; or
3. If given by electronic mail, when directed to such
shareholder’s electronic mail address unless the shareholder has
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notified the corporation in writing or by electronic transmission of
an objection to receiving notice by electronic mail, or if such
notice is prohibited by subsection E of this section. A notice by
electronic mail must include a prominent legend that the
communication is an important notice regarding the corporation.
B. Without limiting the manner by which notice otherwise may be
given effectively to shareholders, but subj ect to subsection E of
this section, any notice to shareholders given by the corp oration
under any provision of this title, the certi ficate of incorporation,
or the bylaws shall be effective if given by a form of electronic
transmission consented to by the shareholder to whom the notice is
given. Any such consent shall be revocable by the shareholder by
written notice or electronic transmission to the corporation. A
corporation may give a notice by electronic mail in accordance with
subsection A of this s ection without obtaining the consent required
by this subsection.
C. Notice given pursuant to subsection A of this section shall
be deemed given if by:
1. Facsimile telecommunication, when directed to a number at
which the shareholder has consented to receive notice;
2. Electronic mail, when directed to an electronic mail address
at which the shareholder h as consented to receive no tice;
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3. A posting on an electronic network together with separate
notice to the shareholder of the specific posting, upon the later
of:
a. the posting, and
b. the giving of the separate notice; and
4. 3. Any other form of electr onic transmission, when dire cted
to the shareholder in accordance with the shareholder’s consent.
An affidavit of the secretary or an assistant secretary or of
the transfer agent or other agent of the corporation that the notice
has been given by a form of electronic transmission sha ll, in the
absence of fraud, be pr ima facie evidence of the facts stated
therein.
C. D. Notwithstanding the provisions of this section, a notice
may not be given by an electronic transmission from and after the
time that:
1. The corporation is unable to deliver by electron ic
transmission two consecutive notices given by the corporation; and
2. The inability becomes known to the secretary or assistant
secretary of the corporation or to the transfer agent, or other
person responsible for the giving of notice; provide d, however, the
inadvertent failure to discover such inability shall not invalidate
any meeting or other action .
E. An affidavit of the secretary or an assistant secretary or
of the transfer agent or other agent of t he corporation that th e
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notice has been given by a form of ele ctronic transmission shall, in
the absence of fraud, be prima facie evidence of the fa cts stated
therein.
F. For purposes of the Oklahoma General Corporation Act ,
“electronic transmission”:
1. “Electronic mail” means an electronic transmission directed
to a unique electronic mail address. Electronic mail shall be
deemed to include any files attached thereto and any information
hyperlinked to a website if such electronic mail includes the
contact information of an officer or agent of the corporation who i s
available to assist with accessing such files and information;
2. “Electronic mail address” means a destination, commonly
expressed as a string of characters, consisting of a unique user
name or mailbox, commonly referred to as the local part of the
address, and a reference to an internet domain, commonly referred to
as the domain part of the address, whether or not displayed, to
which electronic mail can be sent or delivered; and
3. “Electronic transmission” means any form of communication,
not directly involving the physical transmission of paper including
the use of, or participation in, one or more electronic networks or
databases including one or more distributed electronic networks or
databases, that creates a record that may be retained, retrieved and
reviewed by a recipient thereof, and that may be directly reproduced
in paper form by such a recipient through an automated process.
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D. This G. No provision of this section, except for paragraph
1 of subsection A or p aragraphs 1 and 2 of subsection D of this
section, shall not apply to Sections 1045, or 1111, 1119, or 1123 of
this title.
SECTION 30. AMENDATORY 18 O.S. 2021, Section 1081, is
amended to read as follows:
Section 1081.
MERGER OR CONSOLIDATION OF DOMESTIC CORPORATIONS
A. Any two or more domestic corporations may merge into a
single surviving corporation, which may be any one of the
constituent corporations or may consolidate into a new resulting
corporation formed by t he consolidation, pursuant to an agreement of
merger or consolidation, as the case may be, complying and approved
in accordance with the provisions of this section.
B. The board of directors of e ach corporation which desires to
merge or consolidate shall adopt a resolution approving an agreement
of merger or consolidation and declaring its advisability. The
agreement shall state:
1. The terms and conditions of the merger or consolidation;
2. The mode of carrying the same into effect;
3. In the case of a merger, the amendments or changes in the
certificate of incorporation of the surviving corporation as are
desired to be effected by the merger, which amendments or changes
may amend and restate the certificate of incorporation of the
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surviving corporatio n in its entirety, or, if no amendments or
changes are desired, a statement that the certificate of
incorporation of the surviving corporation shall be its certificate
of incorporation of the surv iving or resulting corporation;
4. In the case of a consoli dation, that the certificate of
incorporation of the resulting corporation shall be as is set forth
in an attachment to the agreement;
5. The manner, if any, of converting the shares of each of t he
constituent corporations into shares or other securities of the
corporation surviving or resulting from the merger or consolidation,
or of canceling some or all of the shares, and, if any shares of any
of the constituent corporations are not to remain o utstanding, to be
converted solely into shares or other secu rities of the surviving or
resulting corporation or to be canceled, the cash, property, rights,
or securities of any other corporation or entity which the holders
of the shares are to receive in e xchange for or upon conversion of
the shares and the surrend er of any certificates evidencing them,
which cash, property, rights or securities of any other corporation
or entity may be in addition to or in lieu of shares or other
securities of the survivin g or resulting corporation; and
6. Other details or provisi ons as are deemed desirable,
including without limiting the generality of the foregoing, a
provision for the payment of cash in lieu of the issuance or
recognition of fractional shares, rights or other securities of the
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surviving or resulting corporation o r of any other corporation or
entity the shares, rights or other securities of which are to be
received in the merger or consolidation, or for any other
arrangement with respect thereto, consisten t with the provisions of
Section 1036 of this title. The ag reement so adopted shall be
executed and acknowledged in accordance with the provisions of
Section 1007 of this title. Any of the terms of the agreement of
merger or consolidation may be made dep endent upon facts
ascertainable outside of the agreement; pr ovided, that the manner in
which these facts shall operate upon the terms of the agreement is
clearly and expressly set forth in the agreement of merger or
consolidation. The term “facts” as used in this paragraph includes,
but is not limited to, the occu rrence of any event including a
determination or action by any person or body including the
corporation.
C. The agreement required by the provisions of subsection B of
this section shall be submi tted to the shareholders of each
constituent corporation at an annual or special meeting thereof for
the purpose of acting on the agreement. Due notice of the time,
place, and purpose of the meeting shall be mailed to each holder of
stock whether voting o r nonvoting, of the corporation at the address
which appears on the records of the corporation, at least twenty
(20) days before the date of the meeting. The notice shall contain
a copy of the agreement or a brief summary thereof; provided,
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however, the notice shall be effective only with respect to mergers
or consolidations for which the notice of the shareholders meeting
to vote thereon has been mailed after November 1, 1988. At the
meeting the agreement shall be considered and a vote taken for its
adoption or rejection. If a majority of the outstanding stock o f
the corporation entitled to vote thereon shall be voted for the
adoption of the agreement, that fact shall be certified on the
agreement by the secretary or the assistant secretary of the
corporation; provided, that such certification on the agreement
shall not be required if a certificate of merger or consolidation is
filed in lieu of filing the agreement. If the agreement shall be so
adopted and certified by each constituent corporation, it sh all then
be filed and shall become effective in accordance w ith the
provisions of Section 1007 of this title. In lieu of filing an
agreement of merger or consolidation required by this section, the
surviving or resulting corporation may file a certificate of merger
or consolidation executed in accordance with the provisions of
Section 1007 of this title and which states:
1. The name and state of incorporation of each of the
constituent corporations;
2. That an agreement of merger or consolidation has bee n
approved, adopted, executed and acknowledged by each of th e
constituent corporations in accordance with the provisions of this
section;
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3. The name of the surviving or resulting corporation;
4. In the case of a merger, the amendments or changes in the
certificate of incorporation of the surviving corporation, w hich may
be amended and restated, that are desired to be effected by the
merger, which amendments or changes may amend and restate the
certificate of incorporation of the surviving corporation in its
entirety, or, if no amendments or changes are desired, a statement
that the certificate of incorporation of the surviving corporation
shall be its certificate of incorporation;
5. In the case of a consolidation, that the certificate of
incorporation of the resulting corporation shall be as is set forth
in an attachment to the certificate;
6. That the executed agreement of consolidation or merger is on
file at the principal place of business of the surviving or
resulting corporation, stating the addres s thereof; and
7. That a copy of the agreement of consolida tion or merger will
be furnished by the surviving or resulting corporation, on request
and without cost, to any shareholder of any constituent corporation.
For purposes of Sections 1084 and 1086 of this title, the term
“shareholder” shall be deemed to inc lude “member”.
D. Any agreement of merger or consolidation may contain a
provision that at any time prior to the time that the agreement, or
a certificate filed with the Secretary of State in lie u thereof,
becomes effective in accordance with Section 1007 of this title, the
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agreement may be terminated by the board of directors of any
constituent corporation notwithstanding approval of the agreement by
the shareholders of all or any of the constitu ent corporations;
provided, if the agreement of merger or co nsolidation is terminated
after the filing of the agreement, or a certificate filed with the
Secretary of State in lieu thereof, but before the agreement or
certificate has become effective, a cer tificate of termination of
merger or consolidation shall be filed in accordance with Section
1007 of this title. Any agreement of merger or consolidation may
contain a provision that the boards of directors of the constituent
corporations may amend the ag reement at any time prior to the time
that the agreement, or a certificate filed with the Secretary of
State in lieu thereof, becomes effective in accordance with Section
1007 of this title; provided, that an amendment made subsequent to
the adoption of the agreement by the shareholders of any constituent
corporation shall not:
1. Alter or change the amount or kind of shares, securities,
cash, property or rights to be received in exchange for or on
conversion of all or any of the shares of any class or ser ies
thereof of the constituent corporation;
2. Alter or change any term of the certificate of incorporation
of the surviving corporation to be effected by the merger or
consolidation; or
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3. Alter or change any of the terms and conditions of the
agreement if an alteration or change would adversely affect the
holders of any class or series thereof of the constituent
corporation.
If the agreement of merger or consolidation is amended after the
filing of the agreement, or a certificate in lieu thereof, with t he
Secretary of State, but before the agreement or certifica te has
become effective, a certificate of amendment of merger or
consolidation shall be filed in accordance with Section 1007 of this
title.
E. In the case of a merger, the certificate of incorpo ration of
the surviving corporation shall automatically be a mended to the
extent, if any, that changes in the certificate of incorporation are
set forth in the certificate of merger.
F. Notwithstanding the requirements of subsection C of this
section, unless required by its certificate of incorporation, no
vote of shareholders of a constituent corporation surviving a merger
shall be necessary to authorize a merger if:
1. The agreement of merger does not amend in any respect the
certificate of incorporatio n of the constituent corporation;
2. Each share of stock of the constituent corporation
outstanding immediately prior to the effective date of the merger is
to be an identical outstanding or treasury share of the surviving
corporation after the effective date of the merger; and
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3. Either no shares of common stock of the surviving
corporation and no shares, securities or obligations convertible
into such stock are to be issued or delivered under the plan of
merger, or the authorized unissued shares or the treasury shares of
common stock of the surviving corporation to be issued or delivered
under the plan of merger plus those initially issuable upon
conversion of any other shares, securities or obligations to be
issued or delivered under the plan do not exc eed twenty percent
(20%) of the shares of common stock of th e constituent corporation
outstanding immediately prior to the effective date of the merger.
No vote of shareholders of a constituent corporation shall be
necessary to authorize a merger or conso lidation if no shares of the
stock of the corporation shall have been issued prior to the
adoption by the board of directors of the resolution approving the
agreement of merger or consolidation. If an agreement of merger is
adopted by the constituent corp oration surviving the merger, by
action of its board of dire ctors and without any vote of its
shareholders pursuant to the provisions of this subsection, the
secretary or assistant secretary of that corporation shall certify
on the agreement that the agree ment has been adopted pursuant to the
provisions of this sub section and:
a. if it has been adopted pursuant to paragraph 1 of this
subsection, that the conditions specified have been
satisfied, or
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b. if it has been adopted pursuant to paragraph 2 of this
subsection, that no shares of stock of the corporation
were issued prior to the adoption by the board of
directors of the resolution approving the agreement of
merger or consolidation; provided, that such
certification on the agreement shall not be required
if a certificate of merger or consolidation is filed
in lieu of filing the agreement.
The agreement so adopted and certified shall then be filed and
shall become effective in accordance with the provisions of Section
1007 of this title. Filing shall cons titute a representation by the
person who executes the certi ficate that the facts stated in the
certificate remain true immediately prior to filing.
G. 1. Notwithstanding the requirements of subsection C of this
section, unless expressly required by its certificate of
incorporation, no vote of shareholders of a c onstituent corporation
shall be necessary to authorize a merger with or into a single
direct or indirect wholly owned subsidiary of the constituent
corporation if:
a. the constituent corporation a nd the direct or indirect
wholly owned subsidiary of the con stituent corporation
are the only constituent entities to the merger,
b. each share or fraction of a share of the capital stock
of the constituent corporation outstanding immediately
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before the effective time of the merger is converted
in the merger into a share or equal fraction of share
of capital stock of a holding company having the same
designations, rights, powers and preferences, and the
qualifications, limitations and restrictions thereof,
as the share of stock of the constituent corporation
being converted in the merger,
c. the holding company and the constituent corporation
are domestic corporations and the direct or indirect
wholly owned subsidiary that is the other constituent
entity to the merger is a domestic corporation or
limited liability co mpany,
d. the certificate of incorporation and bylaws of the
holding company immediately following the effective
time of the merger contain provisions identical to the
certificate of incorporation and bylaws of the
constituent corporation immediately befor e the
effective time of the merger, other than provisions,
if any, regarding the incorporator or incorporators,
the corporate name, the registered office and agent,
the initial board of directors and the initial
subscribers of shares and provisions contain ed in any
amendment to the certificate of incorporation as were
necessary to effect a change, exchange,
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reclassification, subdivision, combination or
cancellation of stock, if a change, exchange,
reclassification or cancellation has become effective,
e. as a result of the merger, the constituent corporation
or its successor corporation becomes or remains a
direct or indirect wholly owned subsidiary of the
holding company,
f. the directors of the co nstituent corporation become or
remain the directors of the holding company upon the
effective time of the merger,
g. the organizational documents of the surviving entity
immediately following the effective time of the merger
contain provisions identical to the certificate of
incorporation of the constituent corpor ation
immediately before the effective time of the merger,
other than provisions, if any, regarding the
incorporator or incorporators, the corporate or entity
name, the registered office and agent , the initial
board of directors and the initial subscribers for
shares, references to members rather than
shareholders, references to interests, units or the
like rather than stock or shares, references to
managers, managing members or other members of th e
governing body rather than directors and such
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provisions contained in any amendment to the
certificate of incorporation as were necessary to
effect a change, exchange, reclassification,
subdivision, combination or cancellation of stock, if
such change, exchange, reclassification, subdivision,
combination or cance llation has become effective;
provided, however, requiring that:
(1) if the organizational documents of the surviving
entity do not contain the following provisions,
they shall be amended in the merger to c ontain
provisions requiring that:
(a) any act or transaction by or involving the
surviving entity, other than the election or
removal of directors or managers, managing
members or other members of the governing body of
the surviving entity, that requires if taken by
the constituent corporation immediately before
the effective time of the merger would require
for its adoption under the Oklahoma General
Corporation Act or its organizational documents
under the certificate of incorporation or bylaws
of the constituent corporation immediately before
the effective time of the merger the approval of
the shareholders or members of the surviving
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entity of the constituent corporation, shall, by
specific reference to this subsection, require,
in addition to approval of the shareholders or
members of the surviving entity , the approval of
the shareholders of the holding company (or any
successor by merger), by the same vote as is
required by the Oklahoma General Corporation Act
and/or by the organizational documents of the
surviving entity under the certificate of
incorporation or bylaws of the constituent
corporation immediately before the effective time
of the merger; provided, however, that for
purposes of this subdivision division, any
surviving entity that is not a corporation shall
include in such amendment a requirement that the
approval of the shareh olders of the holding
company be obtained for any act or transact ion by
or involving the surviving entity, other than the
election or removal of directors or managers,
managing members or other members of the
governing body of the surviving entity, which
would require the approval of the shareholders of
the surviving entity if the surviving entity were
a corporation subject to the Oklahoma General
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Corporation Act, (b) any amendment of the
organizational documents of a surviving entity
that is not a corporat ion, which amendment would,
if adopted by a corporation subject t o the
Oklahoma General Corporation Act, be required to
be included in the certificate of incorporation
of such corporation, shall , by specific reference
to this subsection, require, in additi on, the
approval of the shareholders of the holding
company, or any successor by merger, by the same
vote as is required by the Oklahoma General
Corporation Act and/or by the organizational
documents of the surviving entity certificate of
incorporation or bylaws of the constituent
corporation immediately before the effe ctive time
of the merger, and
(c) (2) the business and affairs of a surviving
entity that is not a corporation shall be managed
by or under the direction of a board of
directors, board of ma nagers or other governing
body consisting of individuals who are subject to
the same fiduciary duties applicable to, and who
are liable for breach of such duties to the same
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extent as, directors of a corporation subject to
the Oklahoma General Corporation Act, and
(2) the organizational documents of the surviving
entity may be amended in the merger:
(a) to reduce the number of classes and shares
of capital stock or other equity interests
or units that the surviving entity is
authorized to issue, and
(b) to eliminate any provision authorized by
subsection D of Section 102 7 of this title;
and
h. the shareholders of the constituent corporation do not
recognize gain or loss for federal income tax purposes
as determined by the board of directors of the
constituent corporation.
Neither division (1) of subparagraph g of paragrap h 1 of this
subsection nor any provision of a surviving entity’s organizational
documents required by division (1) of subparagraph g of paragraph 1
of this subsection shall be deemed or const rued to require approval
of the shareholders of the holding compa ny to elect or remove
directors or managers, managing members or other members of the
governing body of the surviving entity.
2. As used in this subsection, the term “holding company” means
a corporation which, from its incorporation until consummation of a
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merger governed by this subsection, was at all times a direct or
indirect wholly owned subsidiary of the constituent corporation and
whose capital stock is issued in a merger.
3. As used in this subsection, the term “organizational
documents” means, when used in reference to a corporation, the
certificate of incorporation of the corporation and, when used in
reference to a limited liability company, the articles of
organization and the ope rating agreement of the limited liability
company.
4. From and after the effective time of a merger adopted by a
constituent corporation by action of its board of directors and
without any vote of shareholders pursuant to this subsection:
a. to the extent the restriction of Section 1090.3 of
this title applied to the c onstituent corporation and
its shareholders at the effective time of the merger,
restrictions shall apply to the holding company and
its shareholders immediately after the effective time
of the merger as though it were the constituent
corporation, and all shareholders of stock of the
holding company acquired in the merger shall for
purposes of Section 1090.3 of this title be deemed to
have been acquired at the time that the shares of
stock of the constituent corporation converted in the
merger were acquired ; provided, that any shareholder
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who immediately before the effective time of the
merger was not an interested shareholder within the
meaning of Section 1090.3 of this title shall not
solely by reason of the merger become an interested
shareholder of the h olding company,
b. if the corporate name of the holding company
immediately following the effective time of the merger
is the same as the corporate name of the constituent
corporation immediately before the effective time of
the merger, the shares of capit al stock of the holding
company into which the shares of capital stock of the
constituent corporation are converted in the merger
shall be represented by the stock certificates that
previously represented the shares of capital stock of
the constituent corp oration, and
c. to the extent a shareholder of the constituent
corporation immediately before the merger had standing
to institute or maintain derivative litigation on
behalf of the constitue nt corporation, nothing in this
section shall be deemed to limit or extinguish such
standing.
5. If any agreement of merger is adopted by a constituent
corporation by action of its board of directors and without any vote
of shareholders pursuant to this s ubsection, the secretary or
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assistant secretary of the constituen t corporation shall certify on
the agreement that the agreement has been adopted pursuant to this
subsection and that the conditions specified in paragraph 1 of this
subsection have been sati sfied; provided, that such certification on
the agreement shall n ot be required if a certificate of merger or
consolidation is filed in lieu of filing the agreement. The
agreement so adopted and certified shall then be filed and become
effective in accordance with Section 1007 of this title. Filing
shall constitute a representation by the person who executes the
agreement that the facts stated in the certificate remain true
immediately before the filing.
H. Notwithstanding the requirements of subsection C of this
section, unless expressly required by its certificate o f
incorporation, no vote of shareholders of a constituent corporation
that has a class or series of stock that is listed on a national
securities exchange or held of record by more than two t housand
holders immediately prior to the execution of the agreeme nt of
merger by such constituent corporation shall be necessary to
authorize a merger if:
1. The agreement of merger expressly (a) permits or requires
such merger to be effected under this s ubsection and (b) provides
that such merger shall be effected as soon as practicable following
the consummation of the offer referred to in paragraph 2 of this
subsection if such merger is effected under this subsection;
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2. A corporation consummates an of fer for all of the
outstanding stock of such constituent corporat ion on the terms
provided in such agreement of merger that, absent this subsection,
would be entitled to vote on the adoption or rejection of the
agreement of merger; provided, however, that such offer may be
conditioned on the tender of a minimum number o r percentage of
shares of the stock of such constituent corporation, or of any class
or series thereof, and such offer may exclude any excluded stock;
and provided further, that the corporati on may consummate separate
offers for separate classes or series of the stock of such
constituent corporation;
3. Immediately following the consummation of the offer referred
to in paragraph 2 of this subsection, the stock irrevocably accepted
for purchase or exchange pursuant to such offer and received by the
depository prior to expiration of such offer, together with the
stock otherwise owned by the consummating corporation or its
affiliates and any rollover stock, equals at least such percentage
of the shares of stock of such constituent corporation, and of each
class or series thereof, that, absent this subsection, would be
required to adopt the agreement of merger by this chapter and by the
certificate of incorporation of such constituent corporation;
4. The corporation consummating the offer referred to in
paragraph 2 of this subsection merges with or into such constituent
corporation pursuant to such agreement;
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5. Each outstanding share, other than shares of excluded stock,
of each class or series o f stock of the constituent corporation that
is the subject of and not irrevocably accepted for purchase or
exchange in the offer referred to in paragraph 2 of this subsection
is to be converted in such merger into, or into the right to
receive, the same am ount and kind of cash, property, rights or
securities paid for sh ares of such class or series of stock of such
constituent corporation irrevocably accepted for purchase or
exchange in such offer; and
6. As used in this subsection only, the term:
a. “affiliate” means, in respect of the corporation
making the offer refer red to in paragraph 2 of this
subsection, any person that (1) owns, directly or
indirectly, all of the outstanding stock of such
corporation or (2) is a direct or indirect wholly
owned subsidiary of such corporation or of any person
referred to in proviso (1) of this subparagraph,
b. “consummates”, and with correlative meaning,
“consummation” and “consummating”, means irrevocably
accepts for purchase or exchange stock tendered
pursuant to an offer,
c. “depository” means an agent including a depository,
appointed to facilitate consummation of the offer
referred to in paragraph 2 of this subsection,
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d. “excluded stock” means (1) stock of such constituent
corporation that is owned at the commencem ent of the
offer referred to in paragraph 2 of this subsection by
such constituent corporation, the corporation making
the offer referred to in paragraph 2 of this
subsection, any person that owns, directly or
indirectly, all of the outstanding stock of th e
corporation making such offer, or any direct or
indirect wholly owned subsidiary of any of the
foregoing and (2) rollover stock,
e. “person” means any individual, corporation,
partnership, limited liability company, unincorporated
association or other en tity,
f. “received” solely for purposes of paragraph 3 of this
subsection means (1) with respect to certificated
shares, physical receipt of a stock certificate
accompanied by an executed letter of transmittal, (2)
with respect to uncertificated shares hel d of record
by a clearing corporation as nominee, transfer into
the depository’s account by means of an agent’s
message, and (3) with respect to uncertificated shares
held of record by a person other than a clearing
corporation as nominee, physical receipt of an
executed letter of transmittal by the depository;
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provided, however, that shares shall cease to be
“received” (4) with respect to certificated shares, if
the certificate representing such shares was canceled
prior to consummation of the offer referr ed to in
paragraph 2 of this subsection, or (5) with respect to
uncertificated shares, to the extent such
uncertificated shares have been reduced or eliminated
due to any sale of such shares prior to consummation
of the offer referred to in paragraph 2 of this
subsection, and
g. “rollover stock” means any shares of stoc k of such
constituent corporation that are the subject of a
written agreement requiring such shares to be
transferred, contributed or delivered to the
consummating corporation or any of its a ffiliates in
exchange for stock or other equity interests in such
consummating corporation or an affiliate thereof;
provided, however, that such shares of stock shall
cease to be rollover stock for purposes of paragraph 3
of this subsection if, immediately prior to the time
the merger becomes effective under this chapte r, such
shares have not been transferred, contributed or
delivered to the consummating corporation or any of
its affiliates pursuant to such written agreement.
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If an agreement of merger is ad opted without the vote of
shareholders of a corporation pursuant to this subsection, the
secretary or assistant secretary of the surviving corporation shall
certify on the agreement that the agreement has been adopted
pursuant to this subsection and that t he conditions specified in
this subsection, other than the condit ion listed in paragraph 4 of
this subsection, have been satisfied; provided, that such
certification on the agreement shall not be required if a
certificate of merger is filed in lieu of fili ng the agreement. The
agreement so adopted and certified shall t hen be filed and shall
become effective, in accordance with Section 1007 of this title.
Such filing shall constitute a representation by the person who
executes the agreement that the facts stated in the certificate
remain true immediately prior to such f iling.
SECTION 31. AMENDATORY 18 O.S. 2021, Section 1090.4, is
amended to read as follows:
Section 1090.4.
CONVERSION OF AN ENTITY TO A DOMESTIC CORPORATION
A. As used in this section, the term “entity” means a domestic
or foreign partnership, whether ge neral or limited and including a
limited liability partnership and a limited liability limited
partnership, a foreign corporation including a public benefit
corporation, a domestic or foreign limited liability company
including a public benefit limited liability company, and any
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unincorporated nonprofit or for-profit association, trust or
enterprise having members or having outstanding shares of stock or
other evidences of finan cial, beneficial or membership interest
therein, whether formed by agreement or under statutory authority or
otherwise and whether formed or organized under the laws of this
state or the laws of any other jurisdiction.
B. Any entity may convert to a domes tic corporation by
complying with subsection G of this section and filing in the office
of the Secretary of State a certificate of conversion that has been
executed in accordance with subsection H of this section and filed
in accordance with Section 1007 o f this title, to which shall be
attached, a certifica te of incorporation that ha s been prepared,
executed and acknowledged in accordance with Section 1007 of this
title. Each of the certificates required by this subsection shall
be filed simultaneously in the office of the Secretary of State.
C. The certificate of conversion to a co rporation shall state:
1. The date on which the entity was first formed;
2. The name, jurisdiction of formation or organization, and
type of entity of the entity when formed and, if changed, its name,
jurisdiction and type of e ntity immediately before th e filing of the
certificate of conversion;
3. The name of the corporation as set forth in its certificate
of incorporation filed in accordance with subsection B of this
section; and
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4. The future effective date or time, which s hall be a date or
time certain not later than ninety (90) days after the filing, of
the conversion to a corporation if the conversion is not to be
effective upon the filing of the certificate of conversi on and the
certificate of incorporation provides for the same future effective
date as authorized in subsection D of Section 1007 of this title.
D. Upon the effective date or time of the certificate of
conversion and the certificate of incorporation, the entity shall be
converted to a domestic corporation a nd the corporation shall
thereafter be subject to all of the provisions of this title, except
that notwithstanding Section 1007 of this title, the existence of
the corporation shall be deemed to have com menced on the date the
entity commenced its existence .
E. The conversion of any entity to a domestic corporation shall
not be deemed to affect any obligations or liabilities of the entity
incurred before its conversion to a domestic corporation or the
personal liability of any person incurred before such co nversion.
F. When an entity has converted to a domestic corporation under
this section, the domestic corporation shall be deemed to be the
same entity as the converting entity. All of the rights, privi leges
and powers of the entity that has converted, an d all property, real,
personal and mixed, and all debts due to the entity, as well as all
other things and causes of action belonging to the entity, shall
remain vested in the domestic corporation to whi ch the entity has
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converted and shall be the property of the domestic corporation and
the title to any real property vested by deed or otherwise in the
entity shall not revert or be in any way impaired by reason of the
conversion; but all rights of credito rs and all liens upon any
property of the entity shal l be preserved unimpaired, and all debts,
liabilities and duties of the entity that has converted shall remain
attached to the domestic corporation to which the entity has
converted, and may be enforced against it to the same extent as if
the debts, liabilities and duties had origin ally been incurred or
contracted by it in its capacity as a domestic corporation. The
rights, privileges, powers and interests in property of the entity,
as well as the debts, liabilities and duties of the entity, shall
not be deemed, as a consequence of the conversion, to have been
transferred to the domestic corporation to which the entity has
converted for any purpose of the laws of this state.
G. Unless otherwise agreed or otherwise provided by any laws of
this state applicable to the converting entit y, the converting
entity shall not be required to wind up its affairs or pay its
liabilities and distribute its assets, and the conversion shall not
be deemed to constitute a d issolution of such entity and shall
constitute a continuation of the existence o f the converting entity
in the form of a domestic corporation.
H. Before filing the time a certificate of conversion with the
Secretary of State becomes effective in accordanc e with Section 1007
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of this title, the conversion sha ll be approved in the manne r
provided for by the document, instrument, agreement or other
writing, as the case may be, governing the internal a ffairs of the
entity and the conduct of its business or by a pplicable law, as
appropriate, and a certificate of i ncorporation shall be appro ved by
the same authorization required to approve the conversion.
I. The certificate of conversion to a corporation shall be
signed by an officer, director, trustee, manager, partner or other
person performing functions equivale nt to those of an officer o r
director of a domestic corporation, however named or described, and
who is authorized to sign the certificate of c onversion on behalf of
the entity.
J. In a conversion of an entity to a domestic corporation under
this section, rights or securities of, or memberships or membership,
economic or ownership interests in, the entity which is to be
converted to a domestic c orporation may be exchanged for or
converted into cash, prop erty or shares of stock, rights or
securities of the domestic corporation or, in addition to or in lieu
thereof, may be exchanged for or converted into cash, property or
shares of stock, rights or securities of or interests in another
domestic corporation or entity or may be canceled.
SECTION 32. AMENDATORY 18 O.S. 2021, Section 1090.5, is
amended to read as follows:
Section 1090.5.
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CONVERSION OF DOMESTIC CORPORATION TO AN ENTITY
A. A domestic corporation may, upon the authorization of such
conversion in accordance with this section, co nvert to an entity.
As used in this section, the term “entity” means a domestic or
foreign partnership, whether general or limited, and including a
limited liability partne rship and a limited liability limited
partnership, a foreign corporation including a public benefit
corporation, a domestic or foreign limited liability company
including a public benef it limited liability company, and any
unincorporated nonprofit or for -profit association, trust or
enterprise having members or having outstanding shares of stock or
other evidences of financial, beneficial or membership interest
therein, whether formed by agreement or under statutory authority or
otherwise and whether formed or organized under the laws of this
state or the laws of any other jurisdiction.
B. The board of director s of the corporation which desires to
convert under this section shall adopt a resolution approving such
conversion, specifying the type of entity in to which the corporation
shall be converted and recommending the approval of the co nversion
by the shareholders of the corporation. The resolution shall be
submitted to the shareholder s of the corporation at an annual or
special meeting. Due notice of th e time, and purpose of the meeting
shall be mailed to each holder of shares, whethe r voting or
nonvoting, of the corporation at the address of the shareholder as
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it appears on the recor ds of the corporation, at least twenty (20)
days prior to the date of t he meeting. At the meeting, the
resolution shall be considered and a vote taken fo r its adoption or
rejection. The corporation adopts the conversion if all outstanding
shares of stock of the corporation, whether voting or nonvoting, are
voted for the resolution If a majority of the outstanding shares of
stock of the corporation entitle d to vote shall vote for the
adoption of the resolution, the conversion shall be authorize d
provided that, if the corporation is converting to a partnership
having one or more gener al partners, then in addition to such
approval, authorization of the conversion shall require approval of
each shareholder of the corporation who will become a gener al
partner of such partnership as a re sult of the conversion .
C. If the corporation has converted in accordance with this
section and the governing act of the domestic entity to which the
corporation is converting does not provide for the filing of a
conversion notice with the Secretary of State or the corporation is
converting to a foreign entity, the corporatio n shall file with the
Secretary of State a certificate of conversion executed in
accordance with Section 1007 of this title which certifies:
1. The name of the corporation and, if it has been changed, the
name under which it was originally incorporated;
2. The date of filing of its original certificate of
incorporation with the Secretary of State;
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3. The name of the entity to which the corporation shall be
converted, its jurisdiction of formation if a foreign entity, and
the type of entity;
4. That the conversion has been approved in accordance with the
provisions of this section;
5. The future effective date or time of the conversion to an
entity, which shall be a date or time certain not later than ninety
(90) days after the filing, if it is not to be effective upon the
filing of the certificate of conversion;
6. The agreement of the foreign entity that it may be served
with process in this state in any action, suit or proceeding for
enforcement of any obligation of the foreign entity arising while it
was a domestic corporation and for enforcement of any obligation of
such other entity arising from the conversion including any suit or
other proceeding to enforce the right of any shareholders as
determined in appraisal proceedings under Section 1091 of this
title, and that it irrevocably appoints the Secretary of State as
its agent to accept service of process in any such action, suit or
proceeding;
7. The address to which a copy of the process referred to in
this subsection shall be mailed by th e Secretary of State. In the
event of such service upon the Secretary of State in accordance with
the provisions of Section 2004 of Title 12 of the Okla homa Statutes,
the Secretary of State shall immediately notify such corporation
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that has converted out of the State of Oklahoma this state by
letter, certified mail, return receipt requested, directed to the
corporation at the address specified unless the corporation shall
have designated in writing to the Secretary of State a different
address for this purpose, i n which case it shall be mailed to the
last address so designated. The notice shall include a copy of the
process and any other papers served on the Secreta ry of State
pursuant to the provisions of this subsection. It shall be the duty
of the plaintiff in the event of such service to serve process and
any other papers in duplicate, to notify the Secretary of State that
service is being effected pursuant to t he provisions of this
subsection, and to pay the Secretary of State the fee provided for
in paragraph 7 of subsection A of Section 1142 of this title, which
fee shall be taxed as part of the costs in the proceeding. The
Secretary of State shall maintain an alphabetical r ecord of any such
service setting forth the name of the plaintiff and the defendant ,
the title, docket number, and nature of the proceeding in which
process has been served upon the Secretary of State, the fact that
service has been effected pursuant to th e provisions of this
subsection, the return date thereof, and the date service was made.
The Secretary of State shall not be required to retain such
information longer than five (5) years from receipt of the service
of process by the Secretary of State; a nd
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8. If the entity to which the corporation is converting was
required to make a filing with the Secretary of State as a condition
of its formation, the type and date of such filing.
D. Upon the filing of a conversion notice with the Secretary of
State, whether under subsection C of this section or under the
governing act of the domes tic entity to which the corporation is
converting, the filing of any formation document required by the
governing act of the domestic entity to which the corporation is
converting, and payment to the Secretary of State of all prescribed
fees, the Secretary of State shall certify that the corporation has
filed all documents and paid all required fees, and thereupon the
corporation shall cease to exist as a domestic corporation at the
time the certificate of conversion becomes effective in accordance
with Section 1007 of this title. The A copy of the certificate of
conversion issued by the Secretary of State shall be prima facie
evidence of the conversion by the corporation.
E. The conversion of a corporation under this section and the
resulting cessation of its existence as a domestic corporation shall
not be deemed to affect any obligations or liabilities of the
corporation incurred before such conversion or the personal
liability of any person incurred before the conversion, nor shall it
be deemed to affect the choice of law applicable to the corporation
with respect to matters arising before the conversion.
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F. Unless otherwise provided in a resolution of conversion
adopted in accordance with this section, the converting corporation
shall not be required t o wind up its affairs or pay its liabilities
and distribute its assets, and the conversion shall not constitute a
dissolution of such corporation.
G. In a conversion of a d omestic corporation to an entity under
this section, shares of stock of the convert ing domestic corporation
may be exchanged for or converted into cash, property, rights or
securities of, or memberships or membership, economic or ownership
interests in, the entity to which the domestic corporation is being
converted or, in addition to or in lieu thereof, may be exchanged
for or converted into cash, property, shares of stock, rights or
securities of, or interests in, another corporation or entity or may
be canceled.
H. When a corporation has converted to an entity under this
section, the entity shall be deemed to be the same entity as the
corporation. All of the rights, privileges and powers of the
corporation that has converted, and all property, real, per sonal and
mixed, and all debts due to the corporation, as well as all other
things and causes of action belonging to the corporation, shall
remain vested in the entity to which the corporation has converted
and shall be the property of the entity, and the title to any real
property vested by deed or otherwise in the corporation shall not
revert or be in any way impaired by reason of the conversion; but
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all rights of creditors and all liens upon any property of the
corporation shall be preserved unimpaired, and all debts,
liabilities and duties of the corporation that has converted shall
remain attached to the entity to which the corporation has
converted, and may be enforced against it to the same extent as if
the debts, liabilities and duties had originally been incurred or
contracted by it in its capacity as the entity. The rights,
privileges, powers and interest in property of the corporation that
has converted, as well as the debts, liabilities and duties of the
corporation, shall not be deemed, as a con sequence of the
conversion, to have been transferred to the entity to which the
corporation has converted for any purpose of the laws of this state.
I. No vote of shareholders of a corporation shall be necessary
to authorize a conversion if no shares of t he stock of the
corporation shall have been issued before the adoption by the board
of directors of the resolution approving the conversion.
J. Nothing in this section shall be deemed to authorize the
conversion of a charitable nonstock corporation into a nother entity,
if the charitable status of such charitable nonstock corporation
would thereby be lost or impaired.
SECTION 33. AMENDATORY 18 O.S. 2021, Section 1091, is
amended to read as follows:
Section 1091.
APPRAISAL RIGHTS
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A. Any shareholder of a corporation of this state who holds
shares of stock on the da te of the making of a demand pursuant to
the provisions of subsection D of this section with respect to the
shares, who continuously holds the shares t hrough the effective date
of the merger, or consolidation, or conversion who has otherwise
complied with the provisions of subsection D of this section and who
has neither voted in favor of the merger, or consolidation, or
conversion nor consented thereto in writing pursuant to the
provisions of Section 1073 of this title shall be entitled to an
appraisal by the district court of the fair value of the shares of
stock under the circumstances described in subsections B and C of
this section. As used in this sec tion, the word “shareholder” means
a holder of record of stock in a stock corporation; the words
“stock” and “share” mean and include what is ordinarily meant by
those words; and “depository receipt” means an instrument issued by
a depository representing an interest in one or more s hares, or
fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository; “beneficial owner” means a person who
is the beneficial owner of shares of stock held either in voting
trust or by a nominee on behalf of such person; and “person” means
any individual, corporation, partnership, unincorpo rated
association, or other entity.
B. 1. Except as otherwise provided for in this subsection,
appraisal rights shall be available for the shares of any class or
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series of stock of a constituent corporation in a merger , or
consolidation, or conversion or of the acquired corporation in a
share acquisition, to be effected pursuant to the provisions of
Section 1081 of this title, other than a merger effected pursuant to
subsection G of Section 1081 of this title, or the provisions of
Section 1082, 1084, 1085 , 1086, 1087, 1090.1 or, 1090.2 or 1090.5 of
this title.
2. a. No appraisal rights under this section shall be
available for the shares of any class or series of
stock which stock, or depository recei pts in respect
thereof, at the record date fixed to dete rmine the
shareholders entitled to receive notice of the meeting
of shareholders, or at the record date fixed to
determine the shareholders entitled to conse nt under
Section 1073 of this title, to act upon the agreement
of merger or consolid ation or the resolution providing
for conversion, or, the case of a merger pursuant to
subsection H of Section 1081 of this title, as of
immediately before the execution of the agreement of
merger, were either:
(1) listed on a national securities exchange, or
(2) held of record by more than two thousand holders.
b. In addition, no appraisal rights shall be available
for any shares of stock, or depository receipts in
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respect thereof, of the constituent corporation
surviving a merger if the merger did not require for
its approval the vote of the shareholders of the
surviving corporation as provided for in subsection F
of Section 1081 of this title.
3. Notwithstanding the provisions of paragraph 2 of this
subsection, appraisal rights provided for in this section shall be
available for the shares of any class or series of stock of a
constituent or converting corporation if the holders thereof are
required by the terms of an agreement of merger or consolidation , or
by the terms of a resolution providing for conv ersion pursuant to
the provisions of Section 1081, 1082, 1084, 1085, 1086, 1087, 1090.1
or, 1090.2 or 1090.5 of this title to accept for the stock anything
except:
a. shares of stock of the corporation surv iving or
resulting from the merger or consolidation , or of the
converted entity if such entity is a corporation as a
result of the conversion, or depository receipts
thereof, or
b. shares of stock of any other corporation, or
depository receipts in respect thereof, which shares
of stock or depository receipts at the e ffective date
of the merger or, consolidation, or conversion will be
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either listed on a national securities exchange or
held of record by more than two thousand holders, or
c. cash in lieu of fractional shares or fractional
depository receipts described in su bparagraphs a and b
of this paragraph, or
d. any combination of the shares of sto ck, depository
receipts, and cash in lieu of the fractional shares or
depository receipts described in subparagraphs a, b,
and c of this paragraph.
4. In the event all of the stock of a subsidiary Oklahoma
domestic corporation party to a merger effected p ursuant to the
provisions of Section 1083 or 1083.1 of this title is not owned by
the parent corporation immediately pr ior to the merger, appraisa l
rights shall be available for the shares of the subsidiary Oklahoma
domestic corporation.
C. Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be
available for the shares of any class or series of its stock as a
result of an amendment to its certificate of incorporation, any
merger or consolidation in which the corporation is a constituent
corporation or, the sale of all or substantially all of the assets
of the corporation, or a conversion effected under Section 1090.5 of
this title. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth
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in subsections D and E of this section, shall apply as nearly as is
practicable.
D. Appraisal rights shall be perfected as follows:
1. If a proposed merger or, consolidation, or conversion for
which appraisal rights are provided under this section is to be
submitted for approval at a meeting of shareholders, the
corporation, not less than twenty (20) days prior to the meet ing,
shall notify each of its shareholders who was such on the record
date for notice of such meeting, or such members who received notice
in accordance with subsection C of Section 1081 of this title , with
respect to shares for which appraisal rights are available pursuant
to subsection B or C of this section that appraisal rights are
available for any or all of the shares of the constituent
corporations or the converting co rporation, and shall include in the
notice a copy of this section and, if one of th e constituent
corporations or the converting corporation is a nonstock
corporation, a copy of Section 1004.1 of this title or information
directing shareholders to a publicly available electronic resource
at which such sections may be accessed without subs cription or cost.
Each shareholder electing to demand the appraisal of the shares of
the shareholder shall deliver to the corporation, before the taking
of the vote on the merger or, consolidation, or conversion, a
written demand for appraisal of the shar es of the shareholder. The
demand will be sufficient if it reasonably informs the corporation
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of the identity of the shareholder and that the shareholder intends
thereby to demand the appraisal of the shares of the shareholder. A
proxy or vote against th e merger or, consolidation, or conversion
shall not constitute such a demand. A shareholder electing to take
such action must do so by a separate written demand as herein
provided. Within ten (10) days after the effective date of the
merger or, consolidation, or conversion, the surviving or, resulting
corporation, or converted entity shall notify each shareholder of
each constituent or converting corporation who has complied with the
provisions of this subsection and has not voted in fav or of or
consented to the merger or, consolidation, or conversion, and any
beneficial owner who has demanded appraisal under paragraph 3 of
this subsection, as of the date that the merger or, consolidation,
or conversion has become effective; or
2. If the merger or, consolidation, or conversion is approved
pursuant to the provisions of Section 1073, subsection H of Section
1081, Section 1083 or Section 1083.1 of this title, either a
constituent or converting corporation before the effective date of
the merger or, consolidation, or conversion or the surviving or,
resulting corporation, or converted entity within ten (10) days
thereafter after such effective date shall notify each of the
holders shareholder of any class or series of stock of the
constituent or converting corporation who are is entitled to
appraisal rights of the approval of the merger or consolidation and
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that appraisal rights are available for any or all shares of such
class or series of stock of the constituent corporation, and sha ll
include in the notice either a copy of this section and, if one of
the constituent corporations or the converting corporation is a
nonstock corporation, a copy of Section 1004.1 of this title or
information directing sharehol ders to a publicly available
electronic resource at whic h this section and Section 1004.1 of this
title, if applicable, may be accessed without subscription or cost.
The notice may, and, if given on or after the effective date of the
merger or, consolidation, or conversion, shall, also notify the
shareholders of the effective date of the merger or, consolidation,
or conversion. Any shareholder entitled to appraisal rights may,
within twenty (20) day s after the date of mailing of the notice or,
in the case of a merger approved pursuant to subse ction H of Section
1081 of this title, within the later of the consummation o f an offer
contemplated by subsection H of Section 1081 of this title and
twenty (20) days after the date of mailing of such notice, demand in
writing from the surviving or result ing corporation entity the
appraisal of the holder’s shares; provided that a demand may be
delivered to the entity by electronic transmission if directed to an
information processing system, if any, expressly designated for such
purpose in the notice. The demand will be s ufficient if it
reasonably informs the corporation entity of the identity of the
shareholder and that the shareholder intends to demand the appraisal
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of the holder’s shares. If the notice does not notify shareholders
of the effective date of the merger or, consolidation, or conversion
either:
a. each constituent corporation or the converting
corporation shall send a second notice before the
effective date of the merger or, consolidation, or
conversion notifying each of the holders of any class
or series of stock of the constituent or converting
corporation that are entitled to appraisal rights of
the effective date of the merger or, consolidation, or
conversion, or
b. the surviving or, resulting corporation, or converted
entity shall send a second notice to all holders on or
within ten (10) days after the effective date of the
merger or, consolidation, or conversion; provided,
however, that if the second notice is sent more than
twenty (20) days following the mailing of the first
notice or, in the case of a merger approved pursuant
to subsection H of Section 1081 of this title, later
than the later of the consummation of the offer
contemplated by subsection H of Section 1081 of this
title and twenty (20) days following the sending of
the first notice, the se cond notice need only be sent
to each shareholder who is enti tled to appraisal
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rights and who has demanded appraisal of the holder’s
shares in accordance with this subsection and any
beneficial owner who has dem anded appraisal under
paragraph 3 of this subsection. An affidavit of the
secretary or assistant secretar y or of the transfer
agent of the corporation or entity that is required to
give either notice that the notice has been given
shall, in the absence of fraud, be prima facie
evidence of the facts s tated therein. For purposes of
determining the shareholders entitled to receive
either notice, each constituent corporation or the
converting corporation may fix, in advance, a record
date that shall be not more than ten (10) days prior
to the date the notice is given; provided, if the
notice is given on or after the effective date of the
merger or, consolidation, or conversion, the record
date shall be the effective date. If no record date
is fixed and the notice is given prior to the
effective date, the record date shall be the close of
business on the day next preceding the day on which
the notice is given.
3. Notwithstanding subsection A of this section, but subject to
this paragraph, a beneficial owner may, in such person’s name,
demand in writing an appraisal of the beneficial owner’s shares in
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accordance with paragraph 1 or 2 of this subsection, as applicable;
provided that:
a. such beneficial owner continuously owns such shares
through the effective date of the merger,
consolidation, or conversion and otherwise satisfies
the requirements applicable to a shareholder under
subsection A of this section, and
b. the demand made by the beneficial owner reasonably
identifies the holder of record of the shares for
which the demand is made, is accompanied by
documentary evidence of such beneficial owner’s
beneficial ownership of stock and a statement that
such documentary evidence is a true and correct copy
of what it purports to be, and provides an address at
which such beneficial owner consents to receive
notices given by the surviving, resulting, or
converted entity and to be set forth on the verified
list required by subsection F of this section.
E. Within one hundred twenty (120) days after the effective
date of the merger or, consolidation, or conversion, the surviving
or, resulting corporation, or converted entity or any shareholder
person who has complied with the provisions of subsections A and D
of this section and who is otherwise entitled to appraisal rights,
may file a petition in district court d emanding a determination of
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the value of the stock of all such shareholders. Notwithstanding
the foregoing, at any time within sixty (60) days aft er the
effective date of the merger , or consolidation, or conversion, any
shareholder person entitled to appr aisal rights who has not
commenced an appraisal proceeding or joined that proceeding as a
named party shall have the right to withdraw the person’s demand of
the shareholder for appraisal and to accept the te rms offered upon
the merger or, consolidation, or conversion. Within one hundred
twenty (120) days after the effective date of the merger or,
consolidation, or conversion, any shareholder person entitled to
appraisal rights who has complied with the requirements of
subsections A and D of this section, upon written request, or by
electronic transmission directed to an information processing
system, if any, expressly designated for that purpose in the notice
of appraisal, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation, resulting,
or converted entity a statement setting forth the aggregate number
of shares not voted in favor of the merger or, consolidation, or
conversion or, in the case of a merger approved pur suant to
subsection H of Section 1081 of this title, the aggregate number of
shares, other than any excluded stock as defined in subparagraph d
of paragraph 6 of subsection H of Section 1081 of this title, that
were the subject of, and were not tendered in to, and accepted for
purchase or exchange in, the offer referred to in paragraph 2 of
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subsection H of Section 1081 of this title and, in either case, with
respect to which demands for appraisal have been received and the
aggregate number of holders of the shares shareholders or beneficial
owners holding or owning such shares; provided that, where a
beneficial owner makes a demand under paragraph 3 of subsection D of
this section, the record holder of such shares shall not be
considered a separate shareholder holding such shares for purposes
of such aggregate number. The written statement shall be mailed
given to the shareholder person within ten (10) days after the
shareholder’s person’s written request for a statement is received
by the surviving or, resulting corporation, or converted entity or
within ten (10) days after expiration of the period for delivery of
demands for appraisal pursuant to the provisions of subsection D of
this section, whichever is later. Notwithstanding subsection A of
this section, a person who is the beneficial owner of shares of such
stock held either in a voting trust or by a nominee on behalf of
such person may, in such person’s own name, file a pet ition or
request from the corporation the statement described i n this
section.
F. Upon the filing of any such petitio n by a shareholder any
person other than the surviving, resulting, or converted entity,
service of a copy thereof shall be made upon the surviving or
resulting corporation entity, which, within twenty (20) days af ter
service, shall file, in the office of t he court clerk of the
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district court in which the petition was filed, a duly verified list
containing the names and addresses of all shareholders persons who
have demanded payment appraisal for their shares and with whom
agreements regarding the value of t heir shares have not been reached
by the surviving or resulting corporation entity. If the petition
shall be filed by the surviving or, resulting corporation, or
converted entity, the petition shall be accompanied by such duly
verified list. The court cl erk, if so ordered by the court, shall
give notice of the time and place fixed for the hearing on the
petition by registered or certified mail to the surviving or,
resulting corporation, or converted entity and to the shareholders
persons shown on the list at the addresses therein stated. Notice
shall also be given by one or more publications at least one (1)
week before the day of the hearing, in a newspaper of general
circulation published in the City of Oklah oma City, Oklahoma, or
other publication as t he court deems advisable. The forms of the
notices by mail and by publication shall be approved by the court,
and the costs thereof shall be borne by the surviving or, resulting
corporation, or converted entity .
G. At the hearing o n the petition, the court shall determine
the shareholders persons who have complied with the provisions of
this section and who have become entitled to appraisal rights. The
court may require the shareholders persons who have demanded an
appraisal of their shares and wh o hold stock represented by
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certificates to submit their certificates of stock to the court
clerk for notation thereon of the pendency of the appraisal
proceedings; and if any shareholder person fails to comply with this
direction, the court may dismiss the proce edings as to that
shareholder person. If immediately before the merger or,
consolidation, or conversion the shares of the class or series of
stock of the constituen t or converting corporation as to which
appraisal rights are available were listed on a nat ional securities
exchange, the court shall dismiss the proceedings as to all holders
of such shares who are otherwise entitled to appraisal rights unless
(1) the total number of s hares entitled to appraisal exceeds one
percent (1%) of the outstanding share s of the class or series
eligible for appraisal, (2) the value of the consideration provided
in the merger, or consolidation, or conversion for such total number
of shares exceeds One Million Dol lars ($1,000,000.00), or (3) the
merger was approved pursuant to Section 1083 or Section 1083.1 of
this title.
H. After determining the shareholders persons entitled to an
appraisal, the court shall a ppraise the shares, determining their
fair value exclusive of a ny element of value arising from the
accomplishment or expectation of the merger or, consolidation, or
conversion, together with interest, if any, to be paid upon the
amount determined to be the fair value. I n determining the fair
value, the court shall take into account all relevant factors. In
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determining the fair rate of interest, the cour t may consider all
relevant factors. Unless the court in its discretion determines
otherwise for good cause shown, and except as provided in this
subsection, interest from the effec tive date of the merger ,
consolidation, or conversion through the date of payment of the
judgment shall be compounded quarterly and shall accrue at five
percent (5%) over the Federal Reserve disc ount rate including any
surcharge, as established from time to time during the period
between the effective date of the merger, consolidation, or
conversion and the date of payment of judgment. At any time before
the entry of judgment in the proceedings, the surviving corporation,
resulting, or converted entity may pay to each shareholder person
entitled to appraisal an amount in cash, i n which case interest
shall accrue thereafter as provided herein only upon the sum of (1)
the difference, if any, between the amount so pai d and the fair
value of the shares as determined by the court, and (2) interest
theretofore accrued, unless paid at t hat time. Upon application by
the surviving or, resulting corporation, or converted entity or by
any shareholder person entitled to participate in the appraisal
proceeding, the court may, in its discretion, proceed to trial upon
the appraisal prior to the final determination of the shareholder
persons entitled to an appraisal. Any shareholder person whose name
appears on the list filed by the surviving or, resulting
corporation, or converted entity pursuant to the provisions of
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subsection F of this sectio n and who has submitted the certificates
of stock of the shareholder to the court clerk, if required, may
participate fully in all proceedings until it is finally determined
that the shareholder person is not entitled to appraisal rights
pursuant to the provisions of this section.
I. The court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or,
resulting corporation, or converted entity to the shareholders
persons entitled thereto. Payment shall be made to each
shareholder, in the case of holders of uncertificated stock
immediately, and in the case of holders of shares rep resented by
certificates upon the surrender to the corporation of the
certificates represen ting the stock person upon such terms and
conditions as the court may order. The court’s decree may be
enforced as other decrees in the district court may be enfo rced,
whether the surviving or, resulting corporation be a corporation, or
converted entity is an entity of this state or of any o ther state.
J. The costs of the proceeding may be determined by the court
and taxed upon the parties as the court deems equitable in the
circumstances. Upon ap plication of a shareholder person whose name
appears on the list filed by the surviving, result ing, or converted
entity under subsection F of this section who participated in the
proceeding and incurred expenses in connection with such proceeding ,
the court may order all or a portio n of the expenses incurred by any
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shareholder in connection with the appraisal proceeding including,
without limitation, but not limited to reasonable attorney’s
attorney fees and the fees and expenses of experts, to be c harged
pro rata against the value of all of the shares entitled to an
appraisal not dismissed under su bsection K of this section or
subject to such an award under a reservation of jurisdiction under
subsection K of this section .
K. From and after the effective date of the merger or,
consolidation, or conversion, no shareholder person who has demanded
appraisal rights with respect to some or all of the person’s shares
as provided for in subsection D of this section shall be entitled to
vote the stock shares for any purpose or to receive payme nt of
dividends or other distr ibutions on the stock shares, except
dividends or other distributions payable to shareholders of record
at a date which is prior to the effect ive date of the merger or,
consolidation, or conversion; provided, however, that if no petition
for an appraisal shall be is filed within the time prov ided for in
subsection E of this section, or if the shareholder a person who has
made a demand for an appraisal in accordance with this section shall
deliver to the surviving or, resulting corporation, or converted
entity a written withdrawal of the shareholder’s person’s demand for
an appraisal and an acceptance of the merger or consolidation,
either within sixty (60) days after the effective date of the merger
or consolidation as prov ided for in with respect to some or all of
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the person’s shares in accordance with subsection E of this section
or thereafter with the written approval of the corporation, then the
right of the shareholder person to an appraisal of the shares
subject to the withdra wal shall cease; provided f urther, no
appraisal proceeding in th e district court shall be dismissed as to
any shareholder person without the approval of the court, and
approval may be conditioned upon terms as the court deems just
including but not limited to a reservation of juri sdiction for any
application to the cou rt made under subsection J of this section;
provided, however, that this provision shall not affect the right of
any shareholder person who has not commenced an appraisal proceeding
or joined that proceeding as a named party to withdraw such
shareholder’s person’s demand for appraisal and to accept the terms
offered upon the merger or, consolidation or conversion within sixty
(60) days after the effective date of the merger or, consolidation,
or conversion, as set forth in subsection E of this section.
L. The shares or other equity interests of the surviving, or
resulting corporation, or converted entity into which the shares of
any objecting shareholders stock subject to appr aisal under this
section would have been otherwise converted had they assented to the
merger or consolidation but for an appraisal demand made in
accordance with this section shall have the status of authorized and
unissued shares but not outstanding shares of stock or other e quity
interests of the surviving or, resulting corporation, or converted
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entity, unless and until the person who has demanded appraisal is no
longer entitled to appraisal under this section .
SECTION 34. AMENDATORY 18 O.S. 2021, Section 1096, is
amended to read as follows:
Section 1096.
DISSOLUTION; PROCEDURE
A. If it should be deemed advisable in the judgment of the
board of directors of any corporation that it should be dissolved,
the board, after the adoption of a resolution to that effect by a
majority of the whole board at any meeting ca lled for that purpose,
shall cause notice to be mailed to each shareholder entitled to vote
thereon as of the record date for determining the shareholders
entitled to notice of the meeting of the adoption of the re solution
and of a meeting of shareholders to take action upon the resolution.
B. At the meeting a vote shall be taken upon the proposed
dissolution. If a majority of the outstanding stock of the
corporation entitled to vote thereon shall vote for the pro posed
dissolution, a certificate of dissol ution shall be filed with the
Secretary of State pursuant to subsection D of this section.
C. Dissolution of a corporation may also be authorized without
action of the directors if all the shareholders entitled to vote
thereon shall consent in writing and a certificate of dissolution
shall be filed with the Secretary of State pursuant to subsection D
of this section.
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D. If dissolution is authorized in accordance with this
section, a certificate of dissolution shal l be executed,
acknowledged and filed, and shall become effective, in accordance
with Section 1007 of this title. Such certificate of dissolution
shall set forth:
1. The name of the corporation;
2. The date dissolution was authorized;
3. That the dissolution has been authorized by the board of
directors and shareholders of the corporation, in accordance with
subsections A and B of this section, or that the dissolution has
been authorized by all of the shareholders of the corporation
entitled to vote on a dissolution, in accordance with subsecti on C
of this section;
4. The names and addresses of the directors and officers of the
corporation; and
5. The date of filing of the corporation ’s original certificate
of incorporation with the Secretary of State .
E. The resolution authorizing a proposed dissolution may
provide that notwithstanding authorization or consent to the
proposed dissolution by the shareholders, or the members of a
nonstock corporation pursuant to Section 1097 of this title, the
board of directors or governing body may abandon su ch proposed
dissolution without further action by the shareholders or members.
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F. Upon a certificate of dissolution becoming effective in
accordance with Sectio n 1007 of this title, the corporation shall be
dissolved If a corporation has included in its certificat e of
incorporation a provision limiting the duration of its existence to
a specified date in accordance with paragraph 5 of subsection B of
Section 1006 of this title, a certificate of dissolution shall be
executed, acknowledged, and filed in accordance wi th Section 1007 of
this title within ninety (90) days before such specified date and
shall become effective on such specified date. Such certificate of
dissolution shall set forth:
1. The name of the corporat ion;
2. The date specified in the corporation’ s certificate of
incorporation limiting the duration of its existence;
3. The names and addresses of the directors and officers of the
corporation; and
4. The date of filing of the corporation’s original cer tificate
of incorporation with the Secretary of State.
Failure to timely file a certificate of dissolution under this
subsection with respect to any corporation shall not affect the
expiration of such corporation’s existence on the date specified in
its certificate of incorporation under paragraph 5 of subsection B
of Section 1006 of this title and shall not eliminate the
requirement to file a certificate of dissolution as contemplated by
this subsection. If a certificate of good standing is issued by the
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Secretary of State after the date specified in a corporation’s
certificate of incorporation under paragraph 5 of subsection B of
Section 1006 of this title, such certificate of good standing shall
be of no force or effect.
G. A corporation shall be dissol ved upon the earlier of the
date specified in su ch corporation’s certificate of incorporation
under paragraph 5 of subsection B of Section 1006 of this title or
upon the effectiveness in accordance with Section 1007 of this title
of a certificate of dissol ution filed in accordance with this
section.
SECTION 35. AMENDATORY 18 O.S. 2021, Section 1097, is
amended to read as follows:
Section 1097.
DISSOLUTION OF NONSTOCK CORPORATION; PROCEDURE
A. Whenever it shall be desired to dissolve any nonstock
corporation, the govern ing body shall perform all the acts necessary
for dissolution which are required by the provisions of Section 1096
of this title to be perform ed by the board of directors of a
corporation having capi tal stock. If the members of a corporation
having no capital stock are entitled to vote for the election of
members of its governing body or are entitled to vote for
dissolution under the certificat e of incorporation or the bylaws of
such corporation, the y shall perform all the acts necessary for
dissolution which are required by the provisions of Section 1096 of
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this title to be performed by the shareholders of a corporation
having capital stock, in cluding dissolution without action of the
members of the governing body if all the members of the corporation
entitled to vote thereon shall consent in writing and a certificate
of dissolution shall be filed with the Secretary of State pursuant
to subsection D of Section 1096 of this title. If there is no
member entitled to vote thereon, the dissolution of the corpor ation
shall be authorized at a meeting of the governing body, upon the
adoption of a resolution to dissolve by the vote of a majority of
members of its governing body then in office. In all other
respects, the method and proceedings for the dissolution of a
nonstock corporation shall conform as nearly as may be to the
proceedings prescribed by the provisions of Section 1096 of this
title for the dissolution of corporations having capital stock.
B. If a nonstock corporation has not commenced the business f or
which the corporation was organized, a majority of the governing
body or, if none, a majority of the incorporators may surrender all
of the corporation rights and franchises by filing in the Offic e of
the Secretary of State a certificate, executed and a cknowledged by a
majority of the incorporators or governing body, conforming as
nearly as may be to the certificate prescribed by Section 1095 of
this title.
C. If a nonstock corporation has included in its certific ate of
incorporation a provision limiting the dura tion of its existence to
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a specified date in accordance with paragraph 5 of subsection B of
Section 1006 of this title, a certificate of dissolution shall be
executed, acknowledged, and filed in accordance with Section 1007 of
this title within ninety (90) days before such specified date and
shall become effective on such specified date. Such certificate of
dissolution shall include the information required by Section 1096
of this title. Failure to timely file a certificate of dissolution
under this subsection with respect to any nonstock corporation shall
not affect the expiration of such corporation’s existence on the
date specified in its certificate of incorporation under paragraph 5
of subsection B of Section 1006 of this title and shall not
eliminate the requirement to file a certificate of dissolution as
contemplated by this subsection. If a certificate of good standing
is issued by the Secretary of State after the date specified in a
nonstock corporation’s certificate of incorporation under paragraph
5 of subsection B of Section 1006 of this title, such certificate of
good standing shall be of no force or effect.
SECTION 36. AMENDATORY 18 O.S. 2021, Section 1120, is
amended to read as follows:
Section 1120.
REVIVAL OF CERTIFICATE OF INCORPORATION
A. As used in this section, the term certificate of
incorporation “certificate of incorporation” includes the charter of
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a corporation organized pursuant to the provisions of any law o f
this state.
B. Any corporation whose certificate of incorporation has
become forfeited by law for nonpayment of taxes or whose certificate
of incorporation has been revived, but, through failure to comply
strictly with the provisions of the Oklahoma Gen eral Corporation
Act, the validity of w hose revival has been brought into question,
may at any time procure a revival of its certificate of
incorporation, together with all the rights , franchises, privileges
and immunities and subject to all of its duties, debts and
liabilities which had been s ecured or imposed by its original
certificate of incorporation and all amendments thereto.
Notwithstanding the foregoing, this section shall no t be applicable
to a corporation whose certificate of incorporation has b een revoked
or forfeited pursuant to Se ction 1104 of this title.
C. The revival of the certificate of incorporation may be
procured as authorized by the board of directors or members of the
governing body of the corporation in accordance with subsection H
and by executing, acknowledging and fi ling a certificate of revival
in accordance with the provisions of Section 1007 of this title.
D. The certificate required by the provisions of subsection C
of this section shall state:
1. The date of filing of the corporation’s original certificate
of incorporation; the name under which the corporation was
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originally incorporated; the name of the corporation at the time its
certificate of incor poration became forfeited or void pursuant to
this title; and the new nam e under which the corporation is to be
revived to the extent required by subsection F of this section;
2. The address of the corporation’s registered office in this
state, which shall be stated in accordance with subsection C of
Section 1021 of this title , and the name of its registered agent at
such address;
3. That the corporation desiring to be revived and so reviving
its certificate of incorporation was organized pursuant to the laws
of this state;
4. The date when the certificate of incorporation became
forfeited or that the validity of any revival has been brought into
question; and
5. That the certificate of revival is filed by authority of the
board of directors or members o f the governing body of the
corporation as provided for in subsection H o f this section.
E. Upon the filing of the certificate in accordance with the
provisions of Section 1007 of this title, the corporation shall be
revived with the same force and effect as if its certificate of
incorporation had not become forfeited. Such revival shall validate
all contracts, acts, matters and things made, done and performed
within the scope of its certificate of incorporation by the
corporation, its directors or member s of its governing body,
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officers, agents and shareholders or members dur ing the time when
its certificate of i ncorporation was forfeited, with the same force
and effect and to all intents and purposes as if the certificate of
incorporation had at all ti mes remained in full force and effect.
All real and personal property, rig hts and credits, which belonged
to the corporation at the time its certificate of incorporation
became forfeited and which were not disposed of prior to the time of
its revival and all real and personal property, rights and credits
acquired by the corporat ion after its certificate of incorpor ation
became forfeited pursuant to this title shall be vested in the
corporation, after its revival, as if its certificate of
incorporation had at all times remained in full force and effect,
and the corporation after i ts revival shall be as exclusively li able
for all contracts, acts, matters and things made, done or performed
in its name and on its behalf by its directors or members of its
governing body, officers, agents and shareholders or members prior
to its revival, as if its certificate of incorporat ion had at all
times remained in full force and effect.
F. If, after three (3) years from the date upon which the
certificate of incorporation became forfeited for nonpayment of
taxes, the name of the corporation is un available upon the records
of the Secretary of State, then in such case the corporation to be
revived shall not be revived under the same name which it bore when
its certificate of incorporation became forfeited, or expired but
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shall be revived under some other name as set forth in the
certificate to be filed pursuant to subsection C of this section.
G. Any corporation that revives its certificate of
incorporation pursuant to the pr ovisions of this section shall pay
to this state the amounts provided in Se ctions 1201 through 1214 of
Title 68 of the Oklahoma Statutes. No payment made pursuant to this
subsection shall reduce the amount of franchise tax due pursuant to
the provisions of Sections 1201 through 1214 of Title 68 of the
Oklahoma Statutes for the y ear in which the revival is effected.
H. For purposes of this section, the board of directors or
governing body of the corporation shall be comprised of the persons,
who, but for the certificate of incorporation having become
forfeited pursuant to this ti tle, would be the duly elected or
appointed directors or members of the governing body of the
corporation. The requirement for authorization by the board of
directors under subsect ion C of this section shall be satisfied if a
majority of the directors or members of the governing body then in
office, even though less than a quorum, or the sole director or
member of the governing body then in office, authorizes the revival
of the certificate of incorporation of the corporation and the
filing of the certifica te required by subsection C of this s ection.
In any case where there shall be no directors of the corporation
available to revive the certificate of incorporation of the
corporation, the shareholders may elect a full board of directors,
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as provided by the bylaws of the corporation, and the b oard so
elected may then authorize the revival of the certificate of
incorporation of the corporation and the filing of the certificate
required by subsection C of this section. A special meeting of the
shareholders for the purpose of electing directors m ay be called by
any officer or shareholder upon notice given in accordance with the
provisions of Section 1067 of this title. For purposes of t his
section, the bylaws shall be the bylaws of the corporation that, but
for the certificate of incorporation ha ving become forfeited, would
be the duly adopted bylaws of the corporation.
I. After a revival of the certificate of incorporation of the
corporation shall have been effected, the provisions of subsection C
of Section 1056 of this title shall govern and t he period of time
during which the certificate of incorporation of the corporation was
forfeited shall be included within the calculation of the thirty-day
and thirteen-month periods to which subsection C of Section 105 6 of
this title refers. A special me eting of shareholders held in
accordance with subsection H of this section shall be deemed an
annual meeting of shareholders for purposes of sub section C of
Section 1056 of this title.
J. Whenever it shall be desired t o revive the certificate of
incorporation of any nonstock corporation, the governing body shall
perform all the acts necessary for the revival of the charter of the
corporation which are performed by the board of directors in the
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case of a corporation havi ng capital stock. In addition, the
members of any nonstock corporation who are entitled to vote for the
election of members of its governing body and any other members
entitled to vote for dissolution under the certificate of
incorporation or the bylaws o f such corporation, shall perform all
the acts necessary for the revival of the certificate of
incorporation of the corporation which are performed by the
shareholders in the case o f a corporation having capital stock. In
all other respects, the procedure for the revival of the certificate
of incorporation of a nonstock corporation shall conform, as nearly
as may be applicable, to the procedure prescribed in this section
for the revival of the certificate of incorporation of a corporation
having capital stock; provided, however, subsection I of this
section shall not apply to nonstock corporations.
SECTION 37. This act shall become effective November 1, 2023.
COMMITTEE REPORT BY: COMMITTEE ON BUSINESS AND COMMERCE, dated
04/05/2023 - DO PASS.