Title 18, Title 18 — Corporations

association. KNOWN CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION. (a) Subject to subsection (d) of this section, a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section…

association. OTHER CLAIMS AGAINST DISSOLVED LIMITED COOPERATIVE ASSOCIATION. (a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (b) A notice…

COURT PROCEEDING. (a) Upon application by a dissolved limited cooperative association that has published a notice under Section 110 of this act, the district court in the county where the association’s principal office is located or, if the association does not have a principal o…

ADMINISTRATIVE DISSOLUTION. (a) The Secretary of State may dissolve a limited cooperative association administratively if the association does not: (1) Pay, not later than sixty (60) days after the due date, any fee, tax, or penalty due to the Secretary of State under the Uniform…

REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. (a) A limited cooperative association that has been dissolved administratively may apply to the Secretary of State for reinstatement not later than two (2) years after the effective date of dissolution. The application must be d…

DENIAL OF REINSTATEMENT; APPEAL. (a) If the Secretary of State denies a limited cooperative association’s application for reinstatement following administrative dissolution, the Secretary of State shall prepare and file a notice that explains the reason for denial and serve the a…

STATEMENT OF DISSOLUTION. (a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Secretary of State for filing a statement of dissolution that states: (1) The name of the association; (2) The date the association dissolved or will diss…

STATEMENT OF TERMINATION. (a) A dissolved limited cooperative association that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states: (1) The name of the association; (2) The date of filing of its initial articles of orga…

DERIVATIVE ACTION. A member may maintain a derivative action to enforce a right of a limited cooperative association if: (1) The member demands that the association bring an action to enforce the right; and (2) Any of the following occur: (A) the association does not, within nine…

PROPER PLAINTIFF. (a) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that: (1) Is a member or a dissociated member at the time the action is commenced and: (A) was a member when the conduct giving rise to the action …

PLEADING. In a derivative action to enforce a right of a limited cooperative association, the complaint must state: (1) The date and content of the plaintiff’s demand under paragraph (1) of Section 117 of this act and the association’s response; (2) If ninety (90) days have not e…

APPROVAL FOR DISCONTINUANCE OR SETTLEMENT. A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without the court’s approval. Added by Laws 2009, c. 68, § 120, eff. Jan. 1, 2010.

PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association …

GOVERNING LAW. (a) The law of the state or other jurisdiction under which a foreign cooperative is organized governs relations among the members of the foreign cooperative and between the members and the foreign cooperative. (b) A foreign cooperative may not be denied a certifica…

APPLICATION FOR CERTIFICATE OF AUTHORITY. (a) A foreign cooperative may apply for a certificate of authority by delivering an application to the Secretary of State for filing. The application must state: (1) The name of the foreign cooperative and, if the name does not comply wit…

ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. (a) Activities of a foreign cooperative which do not constitute transacting business in this state under this article include: (1) Maintaining, defending, and settling an action or proceeding; (2) Holding meetings of the foreign c…

ISSUANCE OF CERTIFICATE OF AUTHORITY. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Uniform Limited Cooperative Association Act of 2009, the Secretary of State, upon payment by the f…

NONCOMPLYING NAME OF FOREIGN COOPERATIVE. (a) A foreign cooperative whose name does not comply with Section 11 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies with Sect…

REVOCATION OF CERTIFICATE OF AUTHORITY. (a) A certificate of authority may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if the foreign cooperative does not: (1) Pay, not later than sixty (60) days after the due date, any fee, tax, …

failure to have certificate. CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE. (a) To cancel its certificate of authority, a foreign cooperative must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled …

ACTION BY ATTORNEY GENERAL. The Attorney General may maintain an action to restrain a foreign cooperative from transacting business in this state in violation of this article. Added by Laws 2009, c. 68, § 129, eff. Jan. 1, 2010.

DISPOSITION OF ASSETS NOT REQUIRING MEMBER APPROVAL. Unless the articles of organization otherwise provide, member approval under Section 131 of this act is not required for a limited cooperative association to: (1) Sell, lease, exchange, license, or otherwise dispose of all or a…

MEMBER APPROVAL OF OTHER DISPOSITION OF ASSETS. A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in Section 130 of this act, requires approval of the association’s members under Sections 132 …

NOTICE AND ACTION ON DISPOSITION OF ASSETS. For a limited cooperative association to dispose of assets under Section 131 of this act: (1) A majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and (2)…

DISPOSITION OF ASSETS. (a) Subject to subsection (b) of this section, a disposition of assets under Section 131 of this act must be approved by: (1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under paragraph (2) of Section 132 of …

DEFINITIONS. In this article: (1) “Constituent entity” means an entity that is a party to a merger. (2) “Constituent limited cooperative association” means a limited cooperative association that is a party to a merger. (3) “Converted entity” means the organization into which a co…

CONVERSION. (a) An entity that is not a limited cooperative association may convert to a limited cooperative association and a limited cooperative association may convert to an entity that is not a limited cooperative association pursuant to this section, Sections 136 through 138…

cooperative association. ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED COOPERATIVE ASSOCIATION. (a) For a limited cooperative association to convert to another entity, a plan of conversion must be approved by a majority of the board of directors, or a greater percentage if r…

FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. (a) After a plan of conversion is approved: (1) A converting limited cooperative association shall deliver to the Secretary of State for filing articles of conversion, which must include: (A) a statement that the limited cooperativ…

EFFECT OF CONVERSION. (a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to …

MERGER. (a) One or more limited cooperative associations may merge with one or more other entities pursuant to this article and a plan of merger if: (1) The governing statute of each of the other entities authorizes the merger; (2) The merger is not prohibited by the law of a jur…

limited cooperative association. NOTICE AND ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED COOPERATIVE ASSOCIATION. (a) For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater…

APPROVAL OR ABANDONMENT OF MERGER BY MEMBERS. (a) Subject to subsections (b) and (c) of this section, a plan of merger must be approved by: (1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under subsection (b) of Section 140 of this…

FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE. (a) After each constituent entity has approved a merger, articles of merger must be signed on behalf of each constituent entity by an authorized representative. (b) The articles of merger must include: (1) The name and form of each con…

EFFECT OF MERGER. (a) When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity; (3) All property owned by each constituent entity that ceases…

CONSOLIDATION. (a) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this article. (b) All provisions governing mergers or using the term merger in this act apply equally to mergers that the con…

ARTICLE NOT EXCLUSIVE. This article does not prohibit a limited cooperative association from being converted or merged under law other than the Uniform Limited Cooperative Association Act of 2009. Added by Laws 2009, c. 68, § 145, eff. Jan. 1, 2010.

UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing the Uniform Limited Cooperative Association Act of 2009, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. Added by Laws 20…

National Commerce Act. RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Uniform Limited Cooperative Association Act of 2009 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et …

SAVINGS CLAUSE. The Uniform Limited Cooperative Association Act of 2009 does not affect an action or proceeding commenced, or right accrued, before January 1, 2010. Added by Laws 2009, c. 68, § 148, eff. Jan. 1, 2010.

ACT DEEMED AMENDMENT OF CONSTITUTION. It is the intent of the Legislature that the Uniform Limited Cooperative Association Act of 2009 be an amendment to, and alteration of, Sections 18 through 34, inclusive, of Article IX of the Constitution of the State of Oklahoma, as authoriz…

of State. SIGNING OF RECORDS DELIVERED FOR FILING TO SECRETARY OF STATE. (a) A record delivered to the Secretary of State for filing pursuant to the Uniform Limited Cooperative Association Act of 2009 must be signed as follows: (1) The initial articles of organization must be sig…

order. SIGNING AND FILING OF RECORDS PURSUANT TO JUDICIAL ORDER. (a) If a person required by the Uniform Limited Cooperative Association Act of 2009 to sign or deliver a record to the Secretary of State for filing does not do so, the district court of the county where the associa…

State - Effective time and date. DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE; EFFECTIVE TIME AND DATE. (a) A record authorized or required by the Uniform Limited Cooperative Association Act of 2009 to be delivered to the Secretary of State for filing must be captioned…

CORRECTING FILED RECORD. (a) A limited cooperative association or foreign cooperative may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the association or foreign cooperative to the Secretary of State and filed …

LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. If a record delivered to the Secretary of State for filing under the Uniform Limited Cooperative Association Act of 2009 and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reli…

CERTIFICATE OF GOOD STANDING OR AUTHORIZATION. (a) The Secretary of State, upon request and payment of the required fee, shall furnish any person that requests it a certificate of good standing for a limited cooperative association if the records filed in the Office of the Secret…

ANNUAL REPORT FOR SECRETARY OF STATE. (a) A limited cooperative association or foreign cooperative authorized to transact business in this state shall deliver to the Secretary of State for filing an annual report that states: (1) The name of the association or foreign cooperative…

FILING FEES. The filing fees for records filed under the Uniform Limited Cooperative Association Act of 2009 by the Secretary of State shall be: 1. For filing articles of organization, One Hundred Dollars ($100.00); 2. For filing an amendment to articles of organization or restat…

ORGANIZERS. A limited cooperative association must be organized by one or more organizers. Added by Laws 2009, c. 68, § 29, eff. Jan. 1, 2010.