Okla. Stat. tit. 18, § 18-1006v1

CERTIFICATE OF INCORPORATION; CONTENTS

A. The certificate of incorporation shall set forth:

1. The name of the corporation which shall contain one of the

words “association”, “company”, “corporation”, “club”, “foundation”,

“fund”, “incorporated”, “institute”, “society”, “union”,

“syndicate”, or “limited” or abbreviations thereof, with or without

punctuation, or words or abbreviations thereof, with or without

punctuation, of like import of foreign countries or jurisdictions;

provided that such abbreviations are written in Roman characters or

letters, and which shall be such as to distinguish it upon the

records in the Office of the Secretary of State from:

a. names of other corporations, whether domestic or

foreign, then existing or which existed at any time

during the preceding three (3) years,

b. names of partnerships whether general or limited, or

domestic or foreign, then in good standing or

registered or which were in good standing or

registered at any time during the preceding three (3)

years,

c. names of limited liability companies, whether domestic

or foreign, then in good standing or registered or

which were in good standing or registered at any time

during the preceding three (3) years,

d. names of registered series of a limited liability

company,

e. trade names or fictitious names filed with the

Secretary of State, or

f. names of corporations, limited liability companies,

limited partnerships, or registered series of limited

liability companies reserved with the Secretary of

State;

2. The address, including the street, number, city and postal

code, of the corporation’s registered office in this state, and the

name of the corporation’s registered agent at such address;

3. The nature of the business or purposes to be conducted or

promoted. It shall be sufficient to state, either alone or with

other businesses or purposes, that the purpose of the corporation is

to engage in any lawful act or activity for which corporations may

be organized under the general corporation law of Oklahoma, and by

such statement all lawful acts and activities shall be within the

purposes of the corporation, except for express limitations, if any;

4. If the corporation is to be authorized to issue only one

class of stock, the total number of shares of stock which the

corporation shall have authority to issue and the par value of each

Oklahoma Statutes - Title 18. Corporations Page 299

of such shares, or a statement that all such shares are to be

without par value. If the corporation is to be authorized to issue

more than one class of stock, the certificate of incorporation shall

set forth the total number of shares of all classes of stock which

the corporation shall have authority to issue and the number of

shares of each class, and shall specify each class the shares of

which are to be without par value and each class the shares of which

are to have par value and the par value of the shares of each such

class. The provisions of this paragraph shall not apply to

corporations which are not organized for profit and which are not to

have authority to issue capital stock. In the case of such

corporations, the fact that they are not to have authority to issue

capital stock shall be stated in the certificate of incorporation.

The provisions of this paragraph shall not apply to nonstock

corporations. In the case of nonstock corporations, the fact that

they are not authorized to issue capital stock shall be stated in

the certificate of incorporation. The conditions of membership, or

other criteria for identifying members, of nonstock corporations

shall likewise be stated in the certificate of incorporation or the

bylaws. Nonstock corporations shall have members, but the failure

to have members shall not affect otherwise valid corporate acts or

work a forfeiture or dissolution of the corporation. Nonstock

corporations may provide for classes or groups of members having
r

other criteria for identifying members, of nonstock corporations

shall likewise be stated in the certificate of incorporation or the

bylaws. Nonstock corporations shall have members, but the failure

to have members shall not affect otherwise valid corporate acts or

work a forfeiture or dissolution of the corporation. Nonstock

corporations may provide for classes or groups of members having

relative rights, powers and duties, and may make provision for the

future creation of additional classes or groups of members having

such relative rights, powers and duties as may from time to time be

established, including rights, powers and duties senior to existing

classes and groups of members. Except as otherwise provided in the

Oklahoma General Corporation Act, nonstock corporations may also

provide that any member or class or group of members shall have

full, limited, or no voting rights or powers, including that any

member or class or group of members shall have the right to vote on

a specified transaction even if that member or class or group of

members does not have the right to vote for the election of members

of the governing body of the corporation. Voting by members of a

nonstock corporation may be on a per capita, number, financial

interest, class, group, or any other basis set forth. The

provisions referred to in the three preceding sentences may be set

forth in the certificate of incorporation or the bylaws. If neither

the certificate of incorporation nor the bylaws of a nonstock

corporation state the conditions of membership, or other criteria

for identifying members, the members of the corporation shall be

deemed to be those entitled to vote for the election of the members

of the governing body pursuant to the certificate of incorporation

or bylaws of such corporation or otherwise until thereafter

otherwise provided by the certificate of incorporation or the

bylaws;

Oklahoma Statutes - Title 18. Corporations Page 300

5. The name and mailing address of the incorporator or

incorporators;

6. If the powers of the incorporator or incorporators are to

terminate upon the filing of the certificate of incorporation, the

names and mailing addresses of the persons who are to serve as

directors until the first annual meeting of shareholders or until

their successors are elected and qualify;

7. If the corporation is not for profit:

a. that the corporation does not afford pecuniary gain,

incidentally or otherwise, to its members as such,

b. the name and mailing address of each member of the

governing body,

c. the number of members of the governing body to be

elected at the first meeting, and

d. in the event the corporation is a church, the street

address of the location of the church.

The restriction on affording pecuniary gain to members shall not

prevent a not-for-profit corporation operating as a cooperative from

rebating excess revenues to patrons who may also be members; and

8. If the corporation is a charitable nonstock and does not

otherwise provide in its certificate of incorporation:

a. that the corporation is organized exclusively for

charitable, religious, educational, and scientific

purposes including, for such purposes, the making of

distributions to organizations that qualify as exempt

organizations under Section 501(c)(3) of the Internal

Revenue Code, or the corresponding section of any

future federal tax code,

b. that upon the dissolution of the corporation, its

assets shall be distributed for one or more exempt

purposes within the meaning of Section 501(c)(3) of

the Internal Revenue Code, or the corresponding

section of any future federal tax code, for a public

purpose, and

c. that the corporation complies with the requirements in

paragraph 7 of this subsection.

B. In addition to the matters required to be set forth in the

certificate of incorporation pursuant to the provisions of

subsection A of this section, the certificate of incorporation may
the Internal Revenue Code, or the corresponding

section of any future federal tax code, for a public

purpose, and

c. that the corporation complies with the requirements in

paragraph 7 of this subsection.

B. In addition to the matters required to be set forth in the

certificate of incorporation pursuant to the provisions of

subsection A of this section, the certificate of incorporation may

also contain any or all of the following matters:

1. Any provision for the management of the business and for the

conduct of the affairs of the corporation, and any provision

creating, defining, limiting and regulating the powers of the

corporation, the directors, and the shareholders, or any class of

the shareholders, or the governing body, the members, or any class

or group of the members of a nonstock corporation, if such

provisions are not contrary to the laws of this state. Any

Oklahoma Statutes - Title 18. Corporations Page 301

provision which is required or permitted by any provision of the

Oklahoma General Corporation Act to be stated in the bylaws may

instead be stated in the certificate of incorporation;

2. The following provisions, in substantially the following

form:

a. for a corporation, other than a nonstock corporation:

“Whenever a compromise or arrangement is proposed

between this corporation and its creditors or any

class of them and/or between this corporation and its

shareholders or any class of them, any court of

equitable jurisdiction within the State of Oklahoma,

on the application in a summary way of this

corporation or of any creditor or shareholder thereof

or on the application of any receiver or receivers

appointed for this corporation under the provisions of

Section 1106 of this title or on the application of

trustees in dissolution or of any receiver or

receivers appointed for this corporation under the

provisions of Section 1100 of this title, may order a

meeting of the creditors or class of creditors, and/or

of the shareholders or class of shareholders of this

corporation, as the case may be, to be summoned in

such manner as the court directs. If a majority in

number representing three-fourths (3/4) in value of

the creditors or class of creditors, and/or of the

shareholders or class of shareholders of this

corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of

this corporation as a consequence of such compromise

or arrangement, the compromise or arrangement and the

reorganization, if sanctioned by the court to which

the application has been made, shall be binding on all

the creditors or class of creditors, and/or on all the

shareholders or class of shareholders, of this

corporation, as the case may be, and also on this

corporation”, and

b. for a nonstock corporation:

“Whenever a compromise or arrangement is proposed

between this corporation and its creditors or any

class of them and/or between this corporation and its

members or any class of them, any court of equitable

jurisdiction within the State of Oklahoma may, on the

application in a summary way of this corporation or of

any creditor or member thereof or on the application

of any receiver or receivers appointed for this

corporation under the provisions of Section 1106 of

this title or on the application of trustees in

Oklahoma Statutes - Title 18. Corporations Page 302

dissolution or of any receiver or receivers appointed

for this corporation under the provisions of Section

1100 of this title, order a meeting of the creditors

or class of creditors, and/or of the members or class

of members of this corporation, as the case may be, to

be summoned in such manner as the court directs. If a

majority in number representing three-fourths (3/4) in

value of the creditors or class of creditors, and/or

of the members or class of members of this

corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of
, and/or of the members or class

of members of this corporation, as the case may be, to

be summoned in such manner as the court directs. If a

majority in number representing three-fourths (3/4) in

value of the creditors or class of creditors, and/or

of the members or class of members of this

corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of

this corporation as a consequence of such compromise

or arrangement, the compromise or arrangement and the

reorganization, if sanctioned by the court to which

the application has been made, shall be binding on all

the creditors or class of creditors, and/or on all the

members or class of members, of this corporation, as

the case may be, and also on this corporation”;

3. Such provisions as may be desired granting to the holders of

the stock of the corporation, or the holders of any class or series

of a class thereof, the preemptive right to subscribe to any or all

additional issues of stock of the corporation of any or all classes

or series thereof, or to any securities of the corporation

convertible into such stock. No shareholder shall have any

preemptive right to subscribe to an additional issue of stock or to

any security convertible into such stock unless, and except to the

extent that, such right is expressly granted to him in the

certificate of incorporation. Preemptive rights, if granted, shall

not extend to fractional shares;

4. Provisions requiring, for any corporate action, the vote of

a larger portion of the stock or of any class or series thereof, or

of any other securities having voting power, or a larger number of

the directors, than is required by the provisions of the Oklahoma

General Corporation Act;

5. A provision limiting the duration of the corporation’s

existence to a specified date; otherwise, the corporation shall have

perpetual existence;

6. A provision imposing personal liability for the debts of the

corporation on its shareholders to a specified extent and upon

specified conditions; otherwise, the shareholders of a corporation

shall not be personally liable for the payment of the corporation’s

debts, except as they may be liable by reason of their own conduct

or acts;

7. A provision eliminating or limiting the personal liability

of a director to the corporation or its shareholders for monetary

damages for breach of fiduciary duty as a director, provided that

Oklahoma Statutes - Title 18. Corporations Page 303

such provision shall not eliminate or limit the liability of a

director:

a. for any breach of the director’s duty of loyalty to

the corporation or its shareholders,

b. for acts or omissions not in good faith or which

involve intentional misconduct or a knowing violation

of law,

c. under Section 1053 of this title, or

d. for any transaction from which the director derived an

improper personal benefit.

No such provision shall eliminate or limit the liability of a

director for any act or omission occurring before the date when such

provision becomes effective.

C. It shall not be necessary to set forth in the certificate of

incorporation any of the powers conferred on corporations by the

provisions of the Oklahoma General Corporation Act.

D. Except for provisions included under paragraphs 1, 2, 5, 6

and 7 of subsection A of this section and paragraphs 2, 5 and 7 of

subsection B of this section, and provisions included under

paragraph 4 of subsection A of this section specifying the classes,

number of shares and par value of shares a corporation other than a

nonstock corporation is authorized to issue, any provision of the

certificate of incorporation may be made dependent upon facts

ascertainable outside the instrument, provided that the manner in

which the facts shall operate upon the provision is clearly and

explicitly set forth therein. As used in this subsection, the term

“facts” includes, but is not limited to, the occurrence of any
than a

nonstock corporation is authorized to issue, any provision of the

certificate of incorporation may be made dependent upon facts

ascertainable outside the instrument, provided that the manner in

which the facts shall operate upon the provision is clearly and

explicitly set forth therein. As used in this subsection, the term

“facts” includes, but is not limited to, the occurrence of any

event, including a determination or action by any person or body,

including the corporation.