Title 18, Title 18 — Corporations

associations subject to act - Corrected articles of incorporation. A. Existing domestic and domesticated cooperatives, nonprofit and mutual corporations and associations formed to engage in or engaging in the business, undertaking or activity described in or contemplated hereby, …

If any provision of this act, or the application of such provision to any person or circumstance is held invalid, the remainder of the act and the application of such provisions to other persons or circumstances shall not be affected thereby. Laws 1953, p. 494, § 34.

It is hereby expressly declared by the Legislature that this entire act is an amendment to, and alteration of, Section 18 through Section 34 inclusive of Article IX of the Constitution of the State of Oklahoma, as authorized by Section 35 of Article IX of said Constitution. Added…

A cooperative shall have power: 1. To sue and be sued in its corporate name; 2. To have a perpetual existence unless a limited period of duration is stated in its articles of incorporation; 3. To adopt a corporate seal and alter the same; 4. To furnish, improve and expand any or …

The name of a cooperative shall include the words "telephone" and "cooperative", and the abbreviation "Inc.", unless, in an affidavit made by its president or vice president, and filed with the Secretary of State, or in an affidavit made by a person signing articles of incorporat…

Five or more natural persons who are residents of the areas in which the principal operations of the cooperative are to be conducted may organize a cooperative in the manner hereinafter provided. Laws 1953, p. 486, § 6.

Articles of incorporation of a cooperative shall recite that they are executed pursuant to this act and shall state: (1) the name of the cooperative; (2) the address of its principal office; (3) the names and addresses of the incorporators; (4) the names and addresses of its trus…

The board of trustees shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, combined consolidation and conversion, merger or consolidation. Thereafter the members shall adopt, amend or repeal the bylaws by the affirmative vote of a ma…

A. Each incorporator of a cooperative shall be a member thereof but no other person may become a member thereof unless such other person agrees to use communication services furnished by the cooperative when it is made available through its facilities, except as otherwise provide…

cooperatives - Procedure. Any corporation organized under the laws of this state for the purpose, among others, of conducting a grain elevator business, may be converted into a cooperative and become subject to this act with the same effect as if originally organized under this a…

Issuance of certificate of conversion. Articles of conversion, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this act, shall be presented to the Secretary of State for filing in the records of his office. If the S…

MEMBERS’ CONTRIBUTIONS. The organic rules must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements f…

CONTRIBUTION AND VALUATION. (a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or…

CONTRIBUTION AGREEMENTS. (a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association: (1) The agreement is irrevocable for six (6) mon…

ALLOCATIONS OF PROFITS AND LOSSES. (a) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. …

DISTRIBUTIONS. (a) Unless the organic rules otherwise provide and subject to Section 96 of this act, the board of directors may authorize, and the limited cooperative association may make, distributions to members. (b) Unless the organic rules otherwise provide, distributions to …

REDEMPTION OR REPURCHASE. Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The b…

LIMITATIONS ON DISTRIBUTIONS. (a) A limited cooperative association may not make a distribution if, after the distribution: (1) The association would not be able to pay its debts as they become due in the ordinary course of the association’s activities; or (2) The association’s a…

action. LIABILITY FOR IMPROPER DISTRIBUTIONS; LIMITATION OF ACTION. (a) A director who consents to a distribution that violates Section 96 of this act is personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that coul…

RELATION TO STATE SECURITIES LAW. Patron members’ interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under Section 437.27 of Title 18 of the Oklahoma Statutes. Added by Laws 2009, c. 68, § 98, eff. …

SHORT TITLE. Sections 1 through 149 of this act shall be known and may be cited as the “Uniform Limited Cooperative Association Act of 2009”. Added by Laws 2009, c. 68, § 1, eff. Jan. 1, 2010.

DEFINITIONS. In the Uniform Limited Cooperative Association Act of 2009: (1) “Articles of organization” means the articles of organization of a limited cooperative association required by Section 30 of this act. The term includes the articles as amended or restated. (2) “Board of…

or repeal of the Uniform Limited Cooperative Association Act of 2009. LIMITED COOPERATIVE ASSOCIATION SUBJECT TO AMENDMENT OR REPEAL OF THE UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT OF 2009. A limited cooperative association governed by the Uniform Limited Cooperative Associati…

NATURE OF LIMITED COOPERATIVE ASSOCIATION. (a) A limited cooperative association organized under the Uniform Limited Cooperative Association Act of 2009 is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterpris…

association. PURPOSE AND DURATION OF LIMITED COOPERATIVE ASSOCIATION. (a) A limited cooperative association is an entity distinct from its members. (b) A limited cooperative association may be organized for any lawful purpose, whether or not for profit except for supplying electr…

POWERS. A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An association may maintain an action against a member for harm caused to the association by the member’s violation of a duty to the…

GOVERNING LAW. The law of this state governs: (1) The internal affairs of a limited cooperative association; and (2) The liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association. Added by Laws…

SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of the Uniform Limited Cooperative Association Act of 2009, the principles of law and equity supplement the Uniform Limited Cooperative Association Act of 2009. Added by Laws 2009, c. 68, § 8, eff. Jan. 1, …

REQUIREMENTS OF OTHER LAWS. (a) The Uniform Limited Cooperative Association Act of 2009 does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or p…

RELATION TO RESTRAINT OF TRADE AND ANTITRUST LAWS. To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of Title…

MEMBER’S DISSOCIATION. (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will. (b) Unless the organic rules otherwise provide, a member’s dissociation from a limited cooperative association is wrongful only if the dissociation:…

EFFECT OF DISSOCIATION AS MEMBER. (a) Upon a member’s dissociation: (1) Subject to Section 101 of this act, the person has no further rights as a member; and (2) Subject to Section 101 of this act and Article 16 of the Uniform Limited Cooperative Association Act of 2009, any fina…

POWER OF ESTATE OF MEMBER. Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member’s personal representative or other legal representative may exercise the rights of …

NAME. (a) Use of the term “cooperative” or its abbreviation under the Uniform Limited Cooperative Association Act of 2009 is not a violation of the provisions restricting the use of the term under Section 435 of Title 18 of the Oklahoma Statutes. (b) The name of a limited coopera…

RESERVATION OF NAME. (a) A person may reserve the exclusive use of the name of a limited cooperative association, including a fictitious name for a foreign cooperative whose name is not available under Section 11 of this act, by delivering an application to the Secretary of State…

EFFECT OF ORGANIC RULES. (a) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by the Uniform Limited Cooperative Association Act of 2009, the organic rules may provide for any matter concerning the rel…

REQUIRED INFORMATION. (a) Subject to subsection (b) of this section, a limited cooperative association shall maintain in a record available at its principal office: (1) A list containing the name, last-known street address and, if different, mailing address, and term of office of…

cooperative association. BUSINESS TRANSACTIONS OF MEMBER WITH LIMITED COOPERATIVE ASSOCIATION. Subject to Sections 83 and 84 of this act and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact…

DUAL CAPACITY. A person may have a patron member’s interest and an investor member’s interest. When such person acts as a patron member, the person is subject to the Uniform Limited Cooperative Association Act of 2009 and the organic rules governing patron members. When such pers…

DESIGNATED OFFICE AND AGENT FOR SERVICE OF PROCESS. (a) A limited cooperative association, or a foreign cooperative that has a certificate of authority under Section 125 of this act, shall designate and continuously maintain in this state: (1) An office, as its designated office,…

process. CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS. (a) Except as otherwise provided in subsection (e) of Section 27 of this act, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its pr…

RESIGNATION OF AGENT FOR SERVICE OF PROCESS. (a) To resign as an agent for service of process of a limited cooperative association or foreign cooperative, the agent must deliver to the Secretary of State for filing a statement of resignation containing the name of the agent and t…

SERVICE OF PROCESS. (a) An agent for service of process appointed by a limited cooperative association or foreign cooperative is an agent of the association or foreign cooperative for service of process, notice, or a demand required or permitted by law to be served upon the assoc…

DISSOLUTION AND WINDING UP. A limited cooperative association is dissolved only as provided in this article and upon dissolution winds up in accordance with this article. Added by Laws 2009, c. 68, § 102, eff. Jan. 1, 2010.

NONJUDICIAL DISSOLUTION. Except as otherwise provided in Sections 104 and 112 of this act, a limited cooperative association is dissolved and its activities must be wound up: (1) Upon the occurrence of an event or at a time specified in the articles of organization; (2) Upon the …

JUDICIAL DISSOLUTION. The district court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable: (1) In a proceeding initiated by the Attorney General, if: (A) the association obtained its articles of organizat…

activity. VOLUNTARY DISSOLUTION BEFORE COMMENCEMENT OF ACTIVITY. A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association. Added by Laws 2009, c. 68, …

VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS. (a) Except as otherwise provided in Section 105 of this act, for a limited cooperative association to voluntarily dissolve: (1) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater …

WINDING UP. (a) A limited cooperative association continues after dissolution only for purposes of winding up its activities. (b) In winding up a limited cooperative association’s activities, the board of directors shall cause the association to: (1) Discharge its liabilities, se…

cooperative association. DISTRIBUTION OF ASSETS IN WINDING UP LIMITED COOPERATIVE ASSOCIATION. (a) In winding up a limited cooperative association’s business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. T…