SENATE FLOOR VERSION - SB1085 SFLR Page 1
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
SENATE FLOOR VERSION
March 4, 2025
COMMITTEE SUBSTITUTE
FOR
SENATE BILL NO. 1085 By: Howard
An Act relating to unincorporated nonprofit
associations; creating the Uniform Unincorporated
Nonprofit Association Act; providing short title;
defining terms; clarifying applicability of act;
clarifying laws applicable to certain associations;
establishing characteristics and powers of
unincorporated nonprofit associations; providing for
ownership and transfer of property; defining term;
establishing authorit y for interests in real
property; establishing liability of certain
associations; authorizing asser tion and defense of
claims by certain associations; clarifying effect of
certain judgment or order; providing requirements for
service of process; prohibitin g abatement of certain
proceedings upon change in membership; establishing
proper venue for certain actions; prohibiting certain
agency; requiring membership approval for certain
actions; establishing voting requirements;
authorizing governing principles t o establish certain
meeting requirements; clarifying duties of members;
establishing requirements f or admission, suspension,
dismissal, or expulsion of members; providing for
resignation of members; prohibiting transfer of
membership interest; establishing requirements for
selection of managers; clarifying rights of managers;
establishing duties of managers; establishing
procedural requirements for manager meetings;
establishing requirements for member or manager
access to certain information; prohibiting c ertain
distributions; authorizing certain compensation,
reimbursement, or benefits; authorizing dis tributions
under certain circumstances; requiring reimbursement
of certain expenses; authorizing certain
indemnification; authorizing advance payment or
reimbursement under certain circumstances;
SENATE FLOOR VERSION - SB1085 SFLR Page 2
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
authorizing purchase of insurance for specified
purposes; establishing procedures for dissolution of
certain associations; establishing procedures for
winding up and termination of certain associations;
establishing procedures for designation of registered
agent; providing for transfers of certain property;
defining terms; authorizing certain mergers;
establishing requirements for certain mergers;
clarifying when certain mergers become effective;
prohibiting diversion of certain property by merging
entity; construing provisions; clarifying application
of Electronic Signatures in Global and National
Commerce Act; clarifying applicability to certain
actions; providing for codification; and providing an
effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2101 of Title 18, unless there
is created a duplication in numbering, reads as follow s:
This act shall be known and may be cited as the “Uniform
Unincorporated Nonprofit Association Act ”.
SECTION 2. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2102 of Title 18, unless there
is created a duplication in numbering, reads as follows:
As used in this act:
1. “Established practices ” means the practices used by an
unincorporated nonprofit association without material change during
the most recent five (5) years of its existence, or if it has
existed for less than five (5) years, during its entire existence ;
SENATE FLOOR VERSION - SB1085 SFLR Page 3
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
2. “Governing principles ” means the agreements, whether oral,
in a record, or implied from established practices, or in any
combination thereof, that govern the purpose or operatio n of an
unincorporated nonprofit association and the rights and obligations
of its members and managers. The term includes any amendment or
restatement of the agreements constituting the governing principles ;
3. “Manager” means a person that is responsible, alone or in
concert with others, for the management of an unincorporated
nonprofit association ;
4. “Member” means a person that, under the governing
principles, may participate in the selection of persons authorized
to manage the affairs of the uninco rporated nonprofit association or
in the development of the policies and activities of the
association;
5. “Person” means an individual, estate, business or nonprofit
entity, government or governmental subdivision, agency,
instrumentality, or other legal enti ty. The term includes a
protected series;
6. “Protected series” means a series, protected series,
protected cell, segregated account, or similar part of an entity ’s
structure, however the part is denominated, established under law
that limits, or limits if conditions specified under law are
satisfied, the liability of the part to a creditor of the entity or
another part of the structure ;
SENATE FLOOR VERSION - SB1085 SFLR Page 4
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
7. “Property” means all property, whether real, personal, or
mixed or tangible or intangible, or any right or interest therein;
8. “Record”, used as a noun, means information that is
inscribed on a tangible medium or that is stored in an electronic or
other medium and is retrievable in perceivable form ;
9. “Sign” means, with present intent to authenticate or adopt a
record:
a. to execute or adopt a tangible symbol , or
b. to attach to or logically associate with the record an
electronic symbol, sound, or process ;
10. “State” means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virg in Islands, or any
territory or insular possession subject to the jurisdiction of the
United States;
11. “Transfer” includes:
a. an assignment,
b. a conveyance,
c. a sale,
d. a lease,
e. an encumbrance, including a mortgage or security
interest,
f. a gift, and
g. a transfer by operation of law ; and
SENATE FLOOR VERSION - SB1085 SFLR Page 5
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
12. “Unincorporated nonprofit association ” means an
unincorporated organization consisting of two or more members joined
under an agreement that is oral, in a record, or implied from
conduct, for one or more co mmon, nonprofit purposes. The term does
not include:
a. a trust,
b. a marriage, domestic partnership, common law domestic
relationship, civil union, or other domestic living
arrangement,
c. an organization formed under any other statute that
governs the organization and operation of
unincorporated associations ,
d. a joint tenancy, tenancy in common, or tenancy by the
entirety even if the co-owners share use of the
property for a nonprofit purpose , or
e. a relationship under an agreement in a record that
expressly provides that the relationship between the
parties does not create an unincorporated nonprofit
association.
SECTION 3. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2103 of Title 18, unless there
is created a duplication in numbering, reads as follows:
SENATE FLOOR VERSION - SB1085 SFLR Page 6
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
A. A statute governing a specific type of unincorporated
nonprofit association prevails over an inconsistent provision in
this act, to the extent of the inconsistency.
B. This act supplements the law of this state that applies to
nonprofit associations operating in this state. If a conflict
exists, that law applies.
C. Unless displaced by particular provisions of this act, the
principles of law and equity supplement this act.
SECTION 4. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2104 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. Except as otherwise provided in subsection B of this
section, the law of this state governs the operation in this state
of an unincorporated nonprofit association formed or operating in
this state.
B. Unless the governing principles specify a different
jurisdiction, the law of the jurisdiction in which an unincorp orated
nonprofit association has its main place of activities governs the
internal affairs of the association.
SECTION 5. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2105 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. An unincorporated nonprofit association is an entity
distinct from its members and managers.
SENATE FLOOR VERSION - SB1085 SFLR Page 7
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
B. An unincorporated nonprofit association has perpetual
duration unless the governing principles sp ecify otherwise.
C. An unincorporated nonprofit association has the same powers
as an individual to do all things necessary or convenient to carry
on its purposes.
D. An unincorporated nonprofit association may engage in
profit-making activities but profits from any activities shall be
used or set aside for the association ’s nonprofit purposes.
SECTION 6. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2106 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. An unincorporated nonprofit association may acquire, hold,
or transfer in its name an interest in property.
B. An unincorporated nonprofit association may be a beneficiary
of a trust or contract, a legatee, or a dev isee.
SECTION 7. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2107 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. As used in this section, “statement of authority” means a
statement authorizing a person to transfer an interest in real
property held in the name of an unincorporated nonprofit
association.
B. An interest in real property held in the name of an
unincorporated nonprofit association may be transfer red by a person
SENATE FLOOR VERSION - SB1085 SFLR Page 8
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
authorized to do so in a statement of authority filed by the
association in the office in the county in which a transfer of the
property would be filed.
C. A statement of authority shall state:
1. The name of the unincorporated nonpro fit association;
2. The address in this state, including the street address, if
any, of the association or, if the association does not have an
address in this state, its out -of-state address;
3. That the association is an unincorporated nonprofit
association; and
4. The name, title, or position of a person authorized to
transfer an interest in real property held in the name of the
association.
D. A statement of authority shall be executed in the same
manner as an affidavit by a person other than the pe rson authorized
in the statement to transfer the interest.
E. A filing officer may collect a fee for filing a statement of
authority in the amount authorized for filing a transfer of real
property.
F. A record amending, revoking, or canceling a statement of
authority or stating that the statement is unauthorized or erroneous
shall meet the requirements for executing and filing an original
statement.
SENATE FLOOR VERSION - SB1085 SFLR Page 9
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
G. Unless canceled earlier, a file d statement of authority and
its most recent amendment expire five (5) years after the date of
the most recent filing.
H. If the record title to real property is in the name of an
unincorporated nonprofit association and the statement of authority
is filed in the office of the county in which a transfer of the
property would be filed, the authority of the person named under
paragraph 4 of subsection C of this section is conclusive in favor
of a person that gives value without notice that the person lacks
authority.
SECTION 8. NEW LAW A new section of la w to be codified
in the Oklahoma Statutes as Section 2108 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. A debt, obligation, or other liability of an unincorporated
nonprofit association is solely the debt, obligation, o r other
liability of the association. A member or manager is not personally
liable, directly or indirectly, by way of contribution or otherwise
for a debt, obligation, or other liability of the association solely
by reason of being or acting as a memb er or manager. The provisions
of this subsection shall apply regardless of the dissolution of the
association.
B. A person’s status as a member or manager does not prevent or
restrict law other than this act from imposing liability on the
person or the association because of the person ’s conduct.
SENATE FLOOR VERSION - SB1085 SFLR Page 10
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
C. The failure of an unincorporated nonprofit association to
observe formalities relating to the exercise of its powers or
management of its activities and affairs shall not be a ground for
imposing liability on a member or manager of the association for a
debt, obligation, or other liability of the association.
SECTION 9. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2109 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. An unincorporated nonprofit association may sue or be sued
in its own name.
B. A member or manager may assert a claim the member or manager
has against the unincorporated nonprofit association. An
association may assert a claim it has against a member or manager.
SECTION 10. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2110 of Title 18, unless there
is created a duplication in numbering, reads as fo llows:
A judgment or order against an unincorporated nonprofit
association is not by itself a judgment or order against a member or
manager.
SECTION 11. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Sect ion 2111 of Title 18, unless there
is created a duplication in numbering, reads as follows:
In an action or proceeding against an unincorporated nonprofit
association, process may be served on an agent authorized by
SENATE FLOOR VERSION - SB1085 SFLR Page 11
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
designation to receive service of process, o n a manager of the
association, or in any other manner authorized by the law s of this
state.
SECTION 12. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2112 of Title 18, unless there
is created a duplication in numbering, reads as follows:
An action or proceeding against an unincorporated nonprofit
association does not abate merely because of a change in its members
or managers.
SECTION 13. NEW LAW A new section of law to be codi fied
in the Oklahoma Statutes as Section 2113 of Title 18, unless there
is created a duplication in numbering, reads as follows:
Unless otherwise provided by law other than this act, venue of
an action against an unincorporated nonprofit association br ought in
this state is determined under the statutes applicable to an action
brought in this state against a nonprofit corporation.
SECTION 14. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2114 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A member is not an agent of the association solely because of
being a member.
SECTION 15. NEW LAW A new section of law to be codified
in the Oklahoma Stat utes as Section 2115 of Title 18, unless there
is created a duplication in numbering, reads as follows:
SENATE FLOOR VERSION - SB1085 SFLR Page 12
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
A. Except as provided in the governing principles, an
unincorporated nonprofit association shall have the approval of its
members to:
1. Admit, suspend, dismiss, or expel a member;
2. Select or dismiss a manager;
3. Adopt, amend, or repeal the governing principles;
4. Sell, lease, exchange, or otherwise dispose of all, or
substantially all, of the association ’s property, with or without
the association’s goodwill, outside the ordinary course of its
activities;
5. Dissolve under paragraph 2 of subsection A of Section 27 of
this act or merge under Section 31 of this act;
6. Undertake any other act outside the ordinary course of the
association’s activities; or
7. Determine the policy and purposes of the association.
B. An unincorporated nonprofit association shall have the
approval of the members to do any other act or exercise a right that
the governing principles require to be approved by members.
SECTION 16. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2116 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. Unless the governing principles provide otherwise:
SENATE FLOOR VERSION - SB1085 SFLR Page 13
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
1. Approval of a matter by the members requires the affirmative
vote of at least a majority of the votes cast at a meeting of
members; and
2. Each member is entitled to one vote on each matter that is
submitted for approval by the members.
B. The governing principles may provide for the:
1. Calling, location, and timing of member meetings;
2. Notice and quorum requirements for member meetings;
3. Conduct of member meetings;
4. Taking of action by the members by consent without a meeting
or casting ballots; and
5. Participation by members in a member meeting by telephone or
other means of electronic communication.
C. If the governing principles do not provide for a matter
described in subsection B of this section, customary usages and
principles of parliamentary law and procedure apply.
SECTION 17. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2117 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. A member does not have any fiduciary duty to an
unincorporated nonprofit association or to another member solely
because of being a member.
B. A member shall discharge the duties to the unincorporated
nonprofit association and the other members and exercise any ri ghts
SENATE FLOOR VERSION - SB1085 SFLR Page 14
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
under this act consistent with the governing principles and the
contractual obligation of good faith and fair dealing.
SECTION 18. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2118 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. A person becomes a member and may be suspended, dismissed,
or expelled in accordance with the governing principles of the
unincorporated nonprofit association. If there are no appl icable
governing principles, a person may become a member or be suspended,
dismissed, or expelled from an association only by a vote of its
members. A person shall not be admitted as a member without the
person’s consent.
B. Unless the governing principles p rovide otherwise, the
suspension, dismissal, or expulsion of a member does not relieve the
member from any unpaid capital contribution s, dues, assessments,
fees, or other obligation s incurred or commitment made by the member
before the suspension, dism issal, or expulsion.
SECTION 19. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2119 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. A member may resign as a member in accordance with the
governing principles. In the absence of applicable governing
principles, a member may resign at any time.
SENATE FLOOR VERSION - SB1085 SFLR Page 15
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
B. Unless the governing principles provide otherwise,
resignation of a member does not relieve the member from any unpaid
capital contributions, dues, assessments, fees, or other obligation s
incurred or commitment made by the member before resignation.
SECTION 20. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2120 of Title 18, unless there
is created a duplication in numbering, reads as follows:
Except as otherwise provided in the governing principles, a
member’s interest or any right under the governing principles shall
not be transferable.
SECTION 21. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2121 of Title 18, unless there
is created a duplication in numbering, reads as follows:
Except as otherwise provided in this act or the governing
principles:
1. Only the members may select a manager or managers;
2. A manager may be a member or a nonmember;
3. If a manager is not selected, all members are managers;
4. Each manager has equal rights in the management and conduct
of the activities of the unincorporated no nprofit association;
5. All matters relating to the association ’s activities are
decided by its managers except for matters reserved for approval by
members in Section 15 of this act; and
SENATE FLOOR VERSION - SB1085 SFLR Page 16
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
6. A difference among managers shall be decided by a majority
of the managers.
SECTION 22. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2122 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. A manager owes to the unincorporated nonprofit association
and to its members the duties of loyalty and care.
B. A manager shall manage the unincorporated nonprofit
association in good faith, in a manner the manager reasonably
believes to be in the best interests of the association, and with
such care, including reasonable inquiry, as a prudent person would
reasonably exercise in a similar position and under similar
circumstances. A manager may rely in good faith on any opinion,
report, statement, or other information provided by another pe rson
that the manager reasonably believes is a competent and reliable
source for the information.
C. After full disclosure of all material facts, a specific act
or transaction that would otherwise violate the fiduciary duty of
loyalty by a manager may be auth orized or ratified by a majority of
the members that are not interested directly or indirectly in the
act or transaction.
D. A manager that makes a business judgment in good faith
satisfies the duties specified in subsection A of this section if
the manager:
SENATE FLOOR VERSION - SB1085 SFLR Page 17
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
1. Is not interested, directly or indirectly, in the subject of
the business judgment and is otherwise able to exercise independent
judgment;
2. Is informed with respect to the subject of the business
judgment to the extent the manager reasonably bel ieves to be
appropriate under the circumstances; and
3. Believes that the business judgment is in the best interests
of the unincorporated nonprofit association and in accordance with
its purposes.
E. The governing principles in a record may limit or eliminate
the liability of a manager to the unincorporated nonprofit
association or its members for damages for any action taken, or for
failure to take any action, as a manager, except liability for:
1. The amount of financial benefit improperly received by a
manager;
2. An intentional infliction of harm on the association or one
or more of its members;
3. An intentional violation of criminal law;
4. Breach of the fiduciary duty of loyalty; or
5. Improper distributions.
SECTION 23. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2123 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. The governing principles may provide for the:
SENATE FLOOR VERSION - SB1085 SFLR Page 18
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
1. Calling, location, and timing of manager meetings;
2. Notice and quorum requirements for manager meetings;
3. Conduct of manager meetings;
4. Taking of action by the managers by consent without a
meeting; and
5. Participation by managers in a manager meeting by telephone
or other means of electronic communication.
B. If the governing principles do not provide for a matter
described in subsection A of this section, customary usages and
principles of parliamentary law and procedure shall apply.
SECTION 24. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2124 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. On reasonable notice, a member or manager of an
unincorporated nonprofit association ma y inspect and copy during the
association’s regular operating hours, at a reasonable location
specified by the association, any record maintained by the
association regarding its activities, financial condition, and other
circumstances, to the extent the infor mation is material to the
member’s or manager’s rights and duties under the governing
principles.
B. An unincorporated nonprofit association may impose
reasonable restrictions on access to and use of information to be
furnished under this section, inc luding designating the information
SENATE FLOOR VERSION - SB1085 SFLR Page 19
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
confidential and imposing obligations of nondisclosure and
safeguarding on the recipient.
C. An unincorporated nonprofit association may charge a person
who makes a demand under this section reasonable copying costs,
limited to the costs of labor and materials.
D. A former member or manager is entitled to information to
which the member or manager was entitled while a member or manager
if the information pertains to the period during which the person
was a member or mana ger, the former member or manager seeks the
information in good faith, and the former member or manager
satisfies the requirements of subsections A through C of this
section.
SECTION 25. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2125 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. Except as provided in subsection B of this section, an
unincorporated nonprofit association shall not pay dividends or make
distributions to a member or manager.
B. An unincorporated nonprofit association may:
1. Pay reasonable compensation or reimburse reasonable expenses
to a member or manager for services rendered;
2. Confer benefits on a member or manager in conformity with
its nonprofit purposes;
SENATE FLOOR VERSION - SB1085 SFLR Page 20
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
3. Repurchase a membership and repay a capital contribution
made by a member to the extent authorized by its governing
principles; or
4. Make distributions of property to members upon winding up
and termination to the extent permitt ed by Section 28 of this act.
SECTION 26. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2126 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. Except as provided in t he governing principles, an
unincorporated nonprofit association shall reimburse a member or
manager for authorized expenses reasonably incurred in the course of
the member’s or manager’s activities on behalf of the association.
B. An unincorporated nonprofit association may indemnify a
member or manager for any debt, obligation, or other liability
incurred in the course of the member ’s or manager’s activities on
behalf of the association if the person seeking indemnification has
complied with Sections 17 and 22 of this act. Governing principles
in a record may broaden or limit indemnification.
C. If a person is made or threatened to be made a party in an
action or proceeding based on that person ’s activities on behalf of
an unincorporated nonprofit a ssociation and the person makes a
request in a record to the association, a majority of the
disinterested managers may approve in a record advance payment, or
reimbursement, by the association, of all or a part of the
SENATE FLOOR VERSION - SB1085 SFLR Page 21
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
reasonable expenses, including attorney fe es and costs, incurred by
the person before the final disposition of the proceeding. To be
entitled to an advance payment or reimbursement, the person shall
state in a record that the person has a good faith belief that the
criteria for indemnificatio n in subsection B of this section have
been satisfied and that the person will repay the amounts advanced
or reimbursed if the criteria for payment have not been satisfied.
The governing principles in a record may broaden or limit the
advance payments or reim bursements.
D. An unincorporated nonprofit association may purchase and
maintain insurance on behalf of a member or manager against
liability asserted against or incurred by the member or manager in
that capacity or arising from that status, whether o r not the
association has authority under this act to reimburse, indemnify, or
advance expenses to the member or manager against the liability.
E. The rights of reimbursement, indemnification, and
advancement of expenses under this section apply to a former m ember
or manager for an activity undertaken on behalf of the
unincorporated nonprofit association while a member or manager.
SECTION 27. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2127 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. An unincorporated nonprofit association may be dissolved as
follows:
SENATE FLOOR VERSION - SB1085 SFLR Page 22
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
1. If the governing principles provide a time or method for
dissolution, at that time or by that method;
2. If the governing principles do not provide a time or method
for dissolution, upon approval by the members;
3. If no member can be located and the association ’s operations
have been discontinued for at least three (3) years, by the managers
or, if the association has no current manager, by its last manager;
4. By court order; or
5. By law other than this act.
B. After dissolution, an unincorporated nonprofit association
continues in existence until its activities have been wound up and
it is terminated pursuant to Section 28 of this act.
SECTION 28. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2128 of Title 18, unless there
is created a duplication in numbering, reads as follows:
Winding up and termination of an unincorporated nonprofit
association shall proceed in accordance with the following rules:
1. All known debts and liabilities shall be paid or adequately
provided for;
2. Any property subject to a condition requiring return to the
person designated by the donor shall be transferred to that person ;
3. Any property subject to a trust shall be distributed in
accordance with the trust agreement ; and
4. Any remaining property shall be distributed as follows:
SENATE FLOOR VERSION - SB1085 SFLR Page 23
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
a. as required by all applicable laws that require assets
of an association to be distributed to another person
with similar nonprofit purposes ,
b. in accordance with the association ’s governing
principles or in the absence of applicable governing
principles, to the members of the associatio n per
capita or as the members direct , or
c. if neither subparagraph a nor b applies, under the
Uniform Unclaimed Property Act, Section 651 et seq. of
Title 60 of the Oklahoma Statutes .
SECTION 29. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2129 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. An unincorporated nonprofit association may deliver to the
Secretary of State for filing a statement designating an age nt
authorized to receive service of process.
B. A statement designating a registered agent shall state:
1. The name of the unincorporated nonprofit association; and
2. The name and street and mailing addresses in this state of
the registered agent.
C. A statement designating a registered agent shall be signed
by a person authorized to manage the affairs of the unincorporated
nonprofit association. The signing of the statement is an
affirmation of fact that the person is authorized to manage the
SENATE FLOOR VERSION - SB1085 SFLR Page 24
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
affairs of the unincorporated nonprofit association and that the
agent has consented to serve.
D. An amendment to or cancellation of a statement designating a
registered agent shall meet the requirements for signing an original
statement. An agent may resig n by delivering a resignation to the
Office of the Secretary of State for filing and by giving notice to
the unincorporated nonprofit association at the address most
recently provided to the agent by the association.
E. The Secretary of State may collect a fe e for filing a
statement designating a registered agent, an amendment, a
cancellation, or a resignation in the amount charged for filing
similar documents.
F. A statement designating a registered agent shall take effect
upon filing with the Secretary of State and shall be effective for
five (5) years after the date of filing unless canceled or
terminated earlier.
G. A statement designating a registered agent may not be
rejected for filing because the name of the unincorporated nonprofit
association signing the statement is not distinguishable on the
records of the Secretary of State from the name of another entity
appearing in such records. The filing of such a statement shall not
make the name of the association signing the statement unavailable
for use by another entity.
SENATE FLOOR VERSION - SB1085 SFLR Page 25
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
H. The only duty under this act of a registered agent is to
forward to the unincorporated nonprofit association at the address
most recently provided to the agent by the association any process,
notice, or demand pertaining to the assoc iation which is served on
or received by the agent.
SECTION 30. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2130 of Title 18, unless there
is created a duplication in numbering, reads as follow s:
All transfers of an interest in property to an unincorporated
nonprofit association shall vest the interest in the association,
unless the parties to the transfer have treated the transfer as
ineffective.
SECTION 31. NEW LAW A new sec tion of law to be codified
in the Oklahoma Statutes as Section 2131 of Title 18, unless there
is created a duplication in numbering, reads as follows:
A. As used in this section:
1. “Entity”:
a. means a person that has:
(1) a legal existence separate from any person that
has a right to vote or consent with respect to
any of the entity’s internal affairs, or
(2 the power to acquire an interest in real property
in its own name, and
b. does not include:
SENATE FLOOR VERSION - SB1085 SFLR Page 26
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
(1) an individual,
(2) a trust with a predominantly don ative purpose or
a charitable trust,
(3) an association or relationship that is not
described in subparagraph a of this paragraph and
is not a partnership solely by reason of
subsection (c) of Section 1 -202 of Title 54 of
the Oklahoma Statutes ,
(4) a decedent’s estate,
(5) a protected series, or
(6) a government or a governmental subdivision,
agency, or instrumentality ;
2. “Merger” means a transaction authorized by:
a. the provisions of this section, or
b. a similar law of one or more other jurisdictions,
however the transaction is denominated, under which at
least two entities are combined into one of the
entities or a newly created entity when any records
delivered to the Secretary of State and similar
offices in the other jurisdiction or jurisdictions
become effective;
3. “Merging entity” means an entity that is a party to a merger
and exists immediately before the merger becomes effective ;
SENATE FLOOR VERSION - SB1085 SFLR Page 27
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
4. “Organic law” means the law of this state or another
jurisdiction that principally governs the internal affairs of an
entity;
5. “Organic rules” means the public organic record and private
organic rules of an entity ;
6. “Private organic rules ” means the rules, whether or not in a
record, that govern the internal affairs of an entity, are binding
on all its equity owners or persons with the right to vote or
consent with respect to any of its internal affairs, and are not
part of its public organic record, if any ;
7. “Public organic record ” means the record the filing of which
by the Secretary of State forms an ent ity and any amendment to or
restatement of that record ; and
8. “Surviving entity” means the entity that continues in
existence after or is created by a merger.
B. An unincorporated nonprofit association may be a merging
entity or surviving entity in a merger with any entity that is
authorized by law to merge with an unincorporated nonprofit
association.
C. A merger involving an unincorporated nonprofit association
is subject to the following rules:
1. Each constituent entity shall comply with its organi c law;
SENATE FLOOR VERSION - SB1085 SFLR Page 28
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
2. Each party to the merger shall approve a plan of merger.
The plan, which shall be in a record, shall include the following
provisions:
a. the name and form of each entity that is a party to
the merger,
b. the name and form of the surviving entity and whether
the surviving entity is to be created by the merger ,
c. if the surviving entity is to be created by the
merger, the surviving entity ’s organic rules that are
proposed to be in a record ,
d. if the surviving entity is not to be created by the
merger, any amendments to be made by the merger to the
surviving entity’s organic rules that are, or are
proposed to be, in a record , and
e. the terms and conditions of the merger, including the
manner and basis for converting the interests in each
merging entity into any combination of money,
interests in the surviving entity, and other
consideration except that the plan of merger may not
permit members of an unincorporated nonprofit
association to receive merger consideration if a
distribution of such con sideration would not be
permitted in the absence of a merger under Sections 25
and 28 of this act;
SENATE FLOOR VERSION - SB1085 SFLR Page 29
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
3. The plan of merger shall be approved by the members of each
unincorporated nonprofit association that is a merging entity. If a
plan of merger would impose personal liability for an obligation of
an entity on a member of an association that is a merging entity,
the plan may not take effect unless the association has received a
record acknowledging acceptance of the liability by the member if
the member has not affirmatively voted for or consented to the
merger;
4. Subject to the contractual rights of third parties, after a
plan of merger is approved and at any time before the merger is
effective, a merging entity may amend the plan or abandon the plan
as provided in the plan, or except as otherwise prohibited in the
plan, with the same consent as was required to approve the plan ; and
5. Following approval of the plan, a merger under this section
is effective:
a. if a merging entity is required to give not ice to or
obtain the approval of a governmental agency or
officer in order to be a party to a merger, when the
notice has been given and the approval has been
obtained, and
b. if the surviving entity:
(1) is an unincorporated nonprofit association, as
specified in the plan of merger and upon
compliance by any merging entity that is not an
SENATE FLOOR VERSION - SB1085 SFLR Page 30
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
association with any requirements, including any
required filings in the Office of the Secretary
of State, of the entity ’s organic law, or
(2) is not an unincorporated non profit association,
as provided by the organic law of the surviving
entity.
D. When a merger becomes effective:
1. The surviving entity continues or comes into existence;
2. Each merging entity that is not the surviving entity ceases
to exist;
3. All property of each merging entity vests in the surviving
entity without transfer, reversion, or impairment;
4. All debts, obligations, or other liabilities of each merging
entity continue as debts, obligations, or other liabilities of the
surviving entity;
5. The name of the surviving entity may be substituted for the
name of any merging entity that is a party to any pending action or
proceeding;
6. Except as provided by law other than this act, all the
rights, privileges, immunities, powers, and purpos es of each merging
entity vest in the surviving entity;
7. Except as provided in the plan of merger, the terms and
conditions of the plan of merger take effect;
SENATE FLOOR VERSION - SB1085 SFLR Page 31
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
8. The merger does not affect the personal liability, if any,
of a member or manager of a merging entity for a debt, obligation,
or other liability incurred before the merger is effective; and
9. A surviving entity that is not organized in this state is
subject to the jurisdiction of the courts of this state to enforce
any debt, obligation, or ot her liability owed by a merging entity,
if before the merger the merging entity was subject to suit in this
state for the debt, obligation, or other liability.
E. Property by a merging entity for a charitable purpose under
the law of this state, whether in tr ust or otherwise, immediately
before a merger under this section becomes effective may not, as a
result of the merger, be diverted from the objects for which it was
donated, granted, or devised or otherwise transferred, except in
compliance with the la w of this state concerning cy pres doctrine or
other law dealing with nondiversion of charitable assets.
F. Subject to the express terms of a will or other instrument
of donation, subscription, or conveyance, a bequest, devise, gift,
grant, or promise contain ed in the will or other instrument made
before, simultaneously with, or after a transaction under this
section, to or for a charitable corporation or unincorporated entity
that has a charitable purpose and is not the surviving entity in the
merger, inures to the surviving entity if it is a charitable
corporation or unincorporated entity that has a charitable purpose.
SENATE FLOOR VERSION - SB1085 SFLR Page 32
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
G. A trust obligation that would govern property if transferred
to the nonsurviving entity applies to property that is transferred
to the surviving entity under this section.
H. A reference in this section to an entity or type of entity
includes an entity whose internal affairs are governed by the law of
this state or another jurisdiction.
I. A term used in the law of a foreign jurisdicti on applicable
to a transaction that has a meaning comparable to the meaning of a
different term used in this section to refer to a party to or a
record or other matter relating to a merger shall be treated as
referring to the term used in this section.
SECTION 32. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2132 of Title 18, unless there
is created a duplication in numbering, reads as follows:
In applying and construing this uniform act, considerati on shall
be given to the need to promote uniformity of the law with respect
to its subject matter among states that enact it.
SECTION 33. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2133 of Title 18, unless there
is created a duplication in numbering, reads as follows:
This act modifies, limits, and supersedes the Electronic
Signatures in Global and National Commerce Act, 15 U.S.C. , Section
7001 et seq., but does not modify, limit, or supersede Sect ion
101(c) of that act, 15 U.S.C. , Section 7001(c), or authorize
SENATE FLOOR VERSION - SB1085 SFLR Page 33
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
electronic delivery of any of the notices described in Section
103(b) of that act, 15 U.S.C. , Section 7003(b).
SECTION 34. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2134 of Title 18, unless there
is created a duplication in numbering, reads as follows:
This act shall not affect an action commenced, proceeding
brought, or right accrued before the effective date of this act.
SECTION 35. This act shall become effective November 1, 2025.
COMMITTEE REPORT BY: COMMITTEE ON JUDICIARY
March 4, 2025 - DO PASS AS AMENDED BY CS