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 Oklahoma Statutes (Last Updated: September 18, 2014)
 Title 18. CORPORATIONS

  § 18-1084. Merger or consolidation of domestic nonstock, not for profit corporations.  

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  • MERGER OR CONSOLIDATION OF DOMESTIC NONSTOCK,

    NOT FOR PROFIT CORPORATIONS

    A.  Any two or more nonstock corporations of this state, whether or not organized for profit, may merge into a single corporation, which may be any one of the constituent corporations, or they may consolidate into a new nonstock corporation, whether or not organized for profit, formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with the provisions of this section.

    B.  1.  The governing body of each corporation which desires to merge or consolidate shall adopt a resolution approving an agreement of merger or consolidation.  The agreement shall state:

    a.the terms and conditions of the merger or consolidation,

    b.the mode of carrying the same into effect,

    c.other provisions or facts required or permitted by this act to be stated in a certificate of incorporation for nonstock corporations as can be stated in the case of a merger or consolidation, stated in an altered form as the circumstances of the case require,

    d.the manner, if any, of converting the memberships of each of the constituent corporations into memberships of the corporation surviving or resulting from the merger or consolidation, or of canceling some or all of the memberships, and

    e.other details or provisions as are deemed desirable.

    2.  Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of the agreement; provided, that the manner in which the facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation.  The term “facts” as used in this paragraph, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.

    C.  The agreement shall be submitted to the members of each constituent corporation who have the right to vote for the election of the members of the governing body of their corporation, at an annual or special meeting for the purpose of acting on the agreement.  Notice of the time, place, and purpose of the meeting shall be mailed to each member of each corporation who has the right to vote for the election of the members of the governing body of the corporation, at the member’s address as it appears on the records of the corporation at least twenty (20) days prior to the date of the meeting.  The notice shall contain a copy of the agreement or a brief summary thereof, as the governing body shall deem advisable.  At the meeting, the agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the agreement.  If a majority of the voting power of voting members of each corporation shall be for the adoption of the agreement, that fact shall be certified on the agreement by the officer performing the duties ordinarily performed by the secretary or assistant secretary of a corporation.  The agreement shall be executed, acknowledged and filed, and shall become effective, in accordance with the provisions of Section 1007 of this title.  The provisions of paragraphs 1 through 6 of subsection C of Section 1081 of this title shall apply to a merger or consolidation under this section.

    D.  If, under the provisions of the certificate of incorporation of any one or more of the constituent corporations, there shall be no members who have the right to vote for the election of the members of the governing body of the corporation other than the members of that body themselves, the agreement duly entered into as provided for in subsection B of this section shall be submitted to the members of the governing body of the corporation or corporations at a meeting thereof.  Notice of the meeting shall be mailed to the members of the governing body in the same manner as is provided in the case of a meeting of the members of a corporation.  If at the meeting two-thirds (2/3) of the total number of members of the governing body shall vote by ballot, in person, for the adoption of the agreement, that fact shall be certified on the agreement in the same manner as is provided in the case of the adoption of the agreement by the vote of the members of a corporation and thereafter the same procedure shall be followed to consummate the merger or consolidation.

    E.  The provisions of subsection E of Section 1081 of this title shall apply to a merger pursuant to the provisions of this section.

    F.  Nothing in this section shall be construed to authorize the merger of a charitable nonstock corporation into a nonstock corporation if the charitable nonstock corporation would thereby have its charitable status lost or impaired; but a nonstock corporation may be merged into a charitable nonstock corporation which shall continue as the surviving corporation.

Added by Laws 1986, c. 292, § 84, eff. Nov. 1, 1986.  Amended by Laws 1988, c. 323, § 17, eff. Nov. 1, 1988; Laws 1998, c. 422, § 18, eff. Nov. 1, 1998; Laws 2001, c. 405, § 23, eff. Nov. 1, 2001; Laws 2004, c. 255, § 23, eff. Nov. 1, 2004.