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ENGROSSED SENATE
BILL NO. 300 By: Kirt of the Senate
and
Townley of the House
An Act relating to the Oklahoma Capital Investment
Board; amending 74 O.S. 2021, Sections 5085.5,
5085.6, 5085.8, 5085.10, 5085.11, 5085.12, 5085.14,
5085.15, and 5085.16, which relate to the Oklahoma
Capital Formation Act; modifying definition;
modifying reference; dissolving Board upon certain
date; transferring certain contracts and management
of certain investments to the Oklahoma Science and
Technology Research and Development Board;
transferring certain revolving fund to the Oklahoma
Center for the Advancement of Science and Technology;
making language gender neutral; updating statutory
reference; updating statutory language; and providing
an effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 74 O.S. 2021, Section 5085.5, is
amended to read as follows:
Section 5085.5. For purposes of this act the Oklahoma Capital
Formation Act:
1. “Board” means the Oklahoma Capital Investment Board Science
and Technology Research and Development Board of the Oklahoma Center
for the Advancement of Science and Technology ;
2. “Director” means any person who is a member of the Board;
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3. “Equity capital” means capital invested in common or
preferred stock, royalty rights, limited partnership interests, and
any other securities or rights that evidence ownership in private
businesses;
4. “Investor group” means any individual, corporation,
partnership, or other lawfully organized entity;
5. “Near-equity capital” means capital invested in unsecured,
undersecured, subordinated , or convertible loans or debt securities;
6. “Persons” means individuals, corporations, partnerships , or
other lawfully organized entit ies;
7. “Put option” means a right or privilege to sell an amount of
a particular security or class of securities during a time period
ending on the expiration date of the option; and
8. “Tax credits” means tax credits available against
liabilities imposed by S ection 2355 of Title 68 of the Oklahoma
Statutes or Section 624 of Title 36 of the Oklahoma Statutes and
issued or transferred pursuant to this act the Oklahoma Capital
Formation Act.
a. The tax credits issued or transferred pursuant to the
Oklahoma Capital Formation Act, upon election by the
purchaser at utilization, will be treated as a payment
or prepayment in lieu of tax imposed under Section
2355 of Title 68 of the Oklahoma Statutes ;.
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b. Tax credits utilized pursuant to subparagraph a of
this paragraph shall be treated and may be claimed as
a payment of tax or estimated tax for the purposes of
and as defined provided in Sections 2375, 2385.9 , and
2385.13 of Title 68 of the Oklahoma Statutes. Such
tax credits are further subject to the system
developed in conjunction with the Oklahoma Tax
Commission as required by subsection C H of Section
5085.7 of this title for registration and verification
of the tax credits. Taxpayers may rely upon the
provisions of the registration and verification system
developed pursuant to Section 5085.7 of this title.
SECTION 2. AMENDATORY 74 O.S. 2021, Section 5085.6, is
amended to read as follows:
Section 5085.6. A. The Until the effective date of this act,
the Oklahoma Capital Investment B oard shall consist of five (5)
Directors who shall be appointed by the Governor with the advice and
consent of the Senate. Directors shall be selected based upon
outstanding knowledge and leadership and shall possess experience in
the management of investments s imilar in nature and in value to
those of the Board. Directors shall serve for a term of office of
five (5) years. Provided, the initial Board of Directors of the
Oklahoma Capital Investment Board shall consist of the trustees of
the trust certified as the Oklahoma Capital Investment Board
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pursuant to the provisions of Section 2 of this act Section 5085.2
of this title and the Directors of the Oklahoma Capital Investment
Board who were appointed pursuant to the provisions of Section
5061.6 of Title 74 of the Oklahoma Statutes . Positions on the Board
of Directors held by trustees of such trust shall not be filled as
the terms of office for said the trustees expire. Positions on the
Board of Directors held by Directors of the Oklahoma Capital
Investment Board shall be filled by the Governor with the advice and
consent of the Senate as the terms of office for said the Directors
expire and in a manner to allow one member to rotate off of the
Board each year.
B. Annually, the Directors shall select a chairman chair to
preside at their meetings. The Directors shall have the authority
to manage the Oklahoma Capital Investment Board in accordance with
the requirements of this act the Oklahoma Capital Formation Act and
its trust indenture.
C. The meetings of the Directors shall be subject to the
Oklahoma Open Meeting Act, Section 301 et seq. of Title 25 of the
Oklahoma Statutes, and the Oklahoma Open Records Act, Section 24A.1
et seq. of Title 51 of the Oklahoma Statutes. Any information
submitted to or compiled by the Oklahoma Capital Investment Board
with respect to the marketing plans, financial statements, trade
secrets, research concepts, methods or products, or any other
proprietary information of persons, firms, associations,
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partnerships, agencies, corporations, or other entities shall be
confidential, except to the extent that the person or entity that
provided such information or that is the subject of such information
consents to disclosure. Executive sessions may be held to discuss
such materials if deemed necessary by the Directors.
D. A conflict of interest shall be deemed to exist in any
contractual relationship in which a Director of the Board, officer,
agent, or employee or any for -profit firm or corporation in which
such Director, officer , agent, or employee or any member of his or
her immediate family is an officer, partner, or principal
stockholder, shall directly or indirectly buy or sell goods or
services to, or otherwise contract with the Board. Upon a showing
thereof, such Director, office r, agent, or employee shall be subject
to removal and such contract shall be deemed unenforceable as
against the Board unless the records of the Board shall reflect that
such Director, officer, agent , or employee fully and publicly
disclosed all such interest or interests, and unless such
contractual relationship shall have been secured by competitive
bidding following a public invitation to bid. If a Director,
officer, agent, or employee holds such an interest, he or she shall
refrain from any further off icial involvement in regard to such
contract or agreement, from voting on any matter pertaining to such
contract or agreement, and from communicating with other Board
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members, officers, agents , or employees concerning said the contract
or agreement.
E. Bonds issued by the Oklahoma Capital Investment Board shall
be subject to oversight pursuant to the Oklahoma Bond Oversight and
Reform Act, Section 695.1 et seq. of Title 62 of the Oklahoma
Statutes.
F. Upon the effective date of this act, the Oklahoma Capi tal
Investment Board shall be dissolved. Any contracts or agreements
executed by the Board or by any subsidiary or affiliate of the Board
and any investment of funds required by the provisions of a contract
executed by the Board or by any subsidiar y or affiliate of the Board
shall be transferred to and managed by the Oklahoma Center for the
Advancement of Science and Technology.
SECTION 3. AMENDATORY 74 O.S. 2021, Section 5085.8, is
amended to read as follows:
Section 5085.8. A. Except as otherwise provided by subsections
F and G of this section, the Oklahoma Capital Investment Science and
Technology Research and Development Board shall have the power to
solicit proposals from qualified investor groups for investment of
capital in accordance with the requirements of the Oklahoma Capital
Formation Act. The Board shall establish criteria for selection of
persons, firms, corporations , or other entities deemed qualified to
generate capital for investment in a manner which will result in a
significant potential to create jobs and to diversify and stabilize
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the economy of the State of Oklahoma this state. Such criteria
shall include the applicant ’s level of experience, quality of
management, investment philosophy and process, hi storical investment
performance, probability of success in fund raising, the amount and
timing of fees to be paid, and such other investment criteria as may
be commonly used in professional portfolio management as the Board
may deem appropriate.
B. Except as otherwise provided by subsections F and G of this
section, the Board shall have the power to extend a guarantee in the
form of a put option or such other method as selected by the Board.
Guarantees may extend to principal plus interest over the term o f
the guarantee at a rate set by Board resolution from time to time.
Guarantees in whatever form negotiated by the Board may be made for
any period of time, but no term shall expire prior to January 1,
1992. The Board may charge a reasonable fee for costs and t he fair
compensation of risk associated with its guarantee. The guarantees
extended by the Board shall in no way be an obligation of the state
and may be restricted to specific funds or assets of the Board;
provided, however, proceeds from the sale of any tax credits shall
be sufficient to meet contractual guarantee obligations of the
Board. The Board shall have the right to contract freely to protect
the interests of the State of Oklahoma this state. The Board shall
ensure that at least Two Dollars ($2. 00) will be invested in
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Oklahoma businesses or projects for every One Dollar ($1.00) of
principal guaranteed by the Board.
C. If the Board purchases any security pursuant to an agreement
with an investor group, the Board shall acquire such securiti es and
may invest, manage, transfer , or dispose of such securities in
accordance with policies for management of assets adopted by the
Board.
D. Except as otherwise provided by subsections F and G of this
section, the Board shall have the power to make any contr act,
execute any document, perform any act , or enter into any financial
or other transaction necessary in order to carry out its mission.
The Board may employ such persons as may be required for the
performance of any function authorized or require d by the Oklahoma
Capital Formation Act or necessary for the accomplishment of any
such function. Such persons shall be selected based upon
outstanding knowledge and leadership in the field for which the
person performs services for the Board. In selecting such persons,
the Board shall hire persons who meet standards applicable to
persons responsible for investment of equity and near -equity
securities.
E. In carrying out the mission of the Board as authorized in
the Oklahoma Capital Formation Act, neithe r the Board nor its
officers, directors, or employees shall be considered to be broker -
dealers, agents, investment advisors , or investment adviser
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representatives under Title 71 of the Oklahoma Statutes. The tax
credits issued or transferred pursuant to the Okla homa Capital
Formation Act and Section 2357.7 of Title 68 of the Oklahoma
Statutes shall not be considered to be securities under Title 71 of
the Oklahoma Statutes.
F. On and after the effective date of this act June 8, 2012,
except for the investm ent of funds required by provisions in a
contract executed by the Board or by any subsidiary or affiliate of
the Board prior to the effective date of this act June 8, 2012, or
executed by an entity that was not a subsidiary or affiliate of the
Board at the time such contract was executed but which became a
subsidiary or affiliate of the Board subsequent to the execution of
such contract, but prior to the effective date of this act June 8,
2012, neither the Board nor any entity which is a subsidiary or
affiliate of the Board nor any entity which is controlled either
directly or indirectly by the Board or which acts under the
authority of or pursuant to the direction of the Board shall:
1. Enter into any contract authorizing or requiring the
investment of any funds obtained by the Board, or commitment binding
the Board to make any investment of any funds obtained by the Board,
or the investment of any funds obtained by a subsidiary, affiliate ,
or any entity under the direct or indirect control of the Board, in
any corporation, general partnership, limited partnership, limited
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liability company, private equity or hedge fund , or other lawfully
recognized business entity; or
2. Modify any agreement executed prior to the effective date of
this act June 8, 2012, by the Board or executed by any subsidiary or
affiliate of the Board or executed by any entity that was not a
subsidiary or affiliate of the Board at the time such contract was
executed, but which subsequently became a subsidiary or affiliate,
in any manner that would have the effect of increasing the amount of
any contractual commitment to make an investment of funds in a
general or limited partnership, corporation, limited liability
company, private equity or hedge fund , or any other lawfully
recognized entity.
G. On and after the effective date of this act June 8, 2012,
except for the use of funds required by provisions in a contract
executed by the Board or by any subsidiary or affiliate of the Board
prior to the effective date of this act June 8, 2012, or executed by
an entity that was not a subsidiary or affiliate of the Board at the
time such contract was executed but which became a subsidiary or
affiliate of the Board subsequent to the execution of such contract,
but prior to the effective date of this act June 8, 2012, neither
the Board nor any entity which is a subsidiary or affiliate of the
Board nor any entity which is controlled either directly or
indirectly by the Board or which acts under the authority of or
pursuant to the direction of the Board shall:
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1. Enter into any contract for the purpose of guaranteeing, in
whole or in part, the repayment of obligations owed by a business
entity, other than a subsidiary of the Board, in connection with a
loan of money from a bank, financial institution , or any other
entity; or
2. Modify any contract described by paragraph 1 of this
subsection executed prior to the effective date of this act June 8,
2012, by the Board or executed by any subsidiary or affiliate of the
Board or executed by any entity that wa s not a subsidiary or
affiliate of the Board at the time such contract was executed, but
which subsequently became a subsidiary or affiliate, in a manner
that would increase any existing obligation of the Board or its
subsidiary or affiliate or extend the term of any such contract.
SECTION 4. AMENDATORY 74 O.S. 2021, Section 5085.10, is
amended to read as follows:
Section 5085.10. Notwithstanding other provisions of law, the
Oklahoma Science and Technology Research and Development Board or
any entity designated by the Board, shall have the authority to
expend funds to administer and operate the programs of the Oklahoma
Capital Investment Board.
SECTION 5. AMENDATORY 74 O.S. 2021, Section 5085.11, is
amended to read as follows:
Section 5085.11. A. There is hereby created in the State
Treasury a revolving fund for the Oklahoma Department of Commerce
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Oklahoma Center for the Advancement of Science and Technology to be
designated the “Oklahoma Capital Formatio n Revolving Fund”. The
fund shall be a continuing fund, not subject to fiscal year
limitations, and shall consist of appropriated funds. All monies
accruing to the credit of said the fund are hereby appropriated and,
as authorized by the Oklahoma Capital Investment Science and
Technology Research and Development Board, shall be expended by the
Oklahoma Department of Commerce Oklahoma Center for the Advancement
of Science and Technology to perform the duties imposed upon the
Oklahoma Capital Investment Board by law. Expenditures of
appropriated funds from said the fund shall be made upon warrants
issued by the State Treasurer against claims filed as prescribed by
law with the Director of the Office of Management and Enterprise
Services for approval and payment.
B. On the effective date of this act July 1, 1991, any
unencumbered funds remaining in the Oklahoma Capital Investment
Board Revolving Fund shall be transferred to the credit of the
Oklahoma Capital Formation Revolving Fund. Any unexpended funds
remaining in the Oklahoma Capital Investment Board Revolving Fund
after November 15, 1991, shall be transferred to the credit of the
Oklahoma Capital Formation Revolving Fund.
SECTION 6. AMENDATORY 74 O.S. 2021, Section 5085.12, is
amended to read as follows:
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Section 5085.12. Nothing contained herein is or shall be
construed as a restriction or limitation upon any powers which the
Oklahoma Capital Investment Science and Technology Research and
Development Board might otherwise have under any other law of this
state heretofore or hereafter enacted and the provisions of this act
the Oklahoma Capital Formation Act are cumulative to such powers.
The provisions hereof do and shall be construed to provide a
complete, additional , and alternative method for the doing of the
things authorized and shall be regarded as supplemental and
additional to powers conferred by any other laws.
SECTION 7. AMENDATORY 74 O.S. 2021, Section 5085.14, is
amended to read as follows:
Section 5085.14. A. The Oklahoma Capital Investment Science
and Technology Research and Development Board may adopt rules,
policies, procedures , and regulatory and administrative measures
necessary to administer the programs of the Board or convenient for
the organization and internal management of Board responsibilities.
B. The level, timing , or degree of success of the Oklahoma
Capital Investment Board in mobilizing or ensuring investment in
Oklahoma businesses or projects, accomplishing other economic
development objectives, or achieving any other statutory duty shall
not compromise, diminish, invalidate , or affect the enforceability
of any guarantee of the Board.
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SECTION 8. AMENDATORY 74 O.S. 2021, Section 5085.15, is
amended to read as follows:
Section 5085.15. Within thirty (30) days after the Oklahoma
Capital Investment Science and Technology Research and Development
Board or any subsidiary or affiliate of the Board has made payment
of any remaining expense or obligation cr eated by the Board or by
the subsidiary or affiliate, pursuant to the terms of any promissory
note, loan agreement, guaranty agreement, investment agreement , or
other contract or agreement, any remaining monies paid to either the
Board or any subsidiary or affili ate of the Board pursuant to the
terms of an agreement or contract entered into prior to the
effective date of this act June 8, 2012, shall be paid by the Board
or by its subsidiary or affiliate to the General Revenue Fund of the
State Treasury.
SECTION 9. AMENDATORY 74 O.S. 2021, Section 5085.16, is
amended to read as follows:
Section 5085.16. None of the provisions of this act the
Oklahoma Capital Formation Act shall alter, amend, modify, affect,
diminish, or impair the enforcea bility of, or any obligation or
liability of the Oklahoma Capital Investment Science and Technology
Research and Development Board or any entity which is a subsidiary
or affiliate of the Oklahoma Capital Investment Board or any entity
which is controlled either directly or indirectly by the Oklahoma
Capital Investment Board under any contract, agreement, guarantee ,
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or instrument entered into or delivered by such party with any
business entity or bank, financial institution , or any other entity
existing as of the effective date of this act June 8, 2012,
including, without limitation, any guarantee extended by the
Oklahoma Capital Investment Board and any assignment of any third -
party commitments to purchase, and proceeds released from the sale
of, tax credits, all of which shall remain in full force and effect.
SECTION 10. This act shall become effective November 1, 2025.
Passed the Senate the 10th day of March, 2025.
Presiding Officer of the Senate
Passed the House of Representatives th e ____ day of __________,
2025.
Presiding Officer of the House
of Representatives