Okla. Stat. tit. 18, § 18-1007

original certificate of incorporation and other instruments -

Exceptions.

EXECUTION, ACKNOWLEDGMENT, FILING AND EFFECTIVE DATE OF ORIGINAL

CERTIFICATE OF INCORPORATION AND OTHER INSTRUMENTS; EXCEPTIONS

A. Whenever any provision of the Oklahoma General Corporation

Act requires any instrument to be filed in accordance with the

provisions of this section or with the provisions of the Oklahoma

General Corporation Act, the instrument shall be executed as

follows:

1. The certificate of incorporation and any other instrument to

be filed before the election of the initial board of directors, if

the initial directors were not named in the certificate of

incorporation, shall be signed by the incorporator or incorporators,

or in case of any other instrument, the incorporator's or

incorporators' successors and assigns. If any incorporator is not

available, then any other instrument may be signed, with the same

effect as if the incorporator had signed it, by any person for whom

or on whose behalf the incorporator, in executing the certificate of

incorporation, was acting directly or indirectly as employee or

agent; provided that the other instrument shall state that the

incorporator is not available and the reason therefor, that the

incorporator in executing the certificate of incorporation was

acting directly or indirectly as employee or agent for or on behalf

of the person, and that the person's signature on the instrument is

otherwise authorized and not wrongful;

2. All other instruments shall be signed:

a. by any authorized officer of the corporation,

b. if it appears from the instrument that there are no

such officers, then by a majority of the directors or

by those directors designated by the board,

c. if it appears from the instrument that there are no

such officers or directors, then by the holders of

record, or those designated by the holders of record,

of a majority of all outstanding shares of stock, or

d. by the holders of record of all outstanding shares of

stock.

B. Whenever any provision of the Oklahoma General Corporation

Act requires any instrument to be acknowledged, that requirement is

satisfied by either:

1. The formal acknowledgment by the person or one of the

persons signing the instrument that it is his or her act and deed or

the act and deed of the corporation, as the case may be, and that

the facts stated therein are true. The acknowledgment shall be made

before a person who is authorized by the law of the place of

execution to take acknowledgments of deeds and who shall affix a

seal of office, if any, to the instrument; or

Oklahoma Statutes - Title 18. Corporations Page 311

2. The signature, without more, of the person or persons

signing the instrument, in which case the signature or signatures

shall constitute the affirmation or acknowledgment of the signatory,

under penalty of perjury, that the instrument is his or her act and

deed or the act and deed of the corporation, as the case may be, and

that the facts stated therein are true.

C. Whenever any provision of the Oklahoma General Corporation

Act requires any instrument to be filed in accordance with the

provisions of this section or with the provisions of the Oklahoma

General Corporation Act, the requirement means that:

1. One signed instrument shall be delivered to the Office of

the Secretary of State;

2. All delinquent franchise taxes authorized by law to be

collected by the Oklahoma Tax Commission shall be tendered to the

Oklahoma Tax Commission as prescribed by Sections 1201 through 1214

of Title 68 of the Oklahoma Statutes;

3. All fees authorized by law to be collected by the Secretary

of State in connection with the filing of the instrument shall be

tendered to the Secretary of State; and

4. Upon delivery of the instrument, and upon tender of the

required taxes and fees, the Secretary of State shall certify that

the instrument has been filed in the Secretary of State's office by
le 68 of the Oklahoma Statutes;

3. All fees authorized by law to be collected by the Secretary

of State in connection with the filing of the instrument shall be

tendered to the Secretary of State; and

4. Upon delivery of the instrument, and upon tender of the

required taxes and fees, the Secretary of State shall certify that

the instrument has been filed in the Secretary of State's office by

endorsing upon the signed instrument the word "Filed", and the date

of its filing. This endorsement is the "filing date" of the

instrument, and is conclusive of the date of its filing in the

absence of actual fraud. Upon request, the Secretary of State shall

also endorse the hour that the instrument was filed, which

endorsement shall be conclusive of the hour of its filing in the

absence of actual fraud. The Secretary of State shall thereupon

file and index the endorsed instrument.

D. Any instrument filed in accordance with the provisions of

subsection C of this section shall be effective upon its filing

date. Any instrument may provide that it is not to become effective

until a specified time subsequent to the time it is filed, but that

date shall not be later than a time on the ninetieth day after the

date of its filing. If any instrument filed in accordance with

subsection C of this section provides for a future effective date or

time and if the transaction is terminated or its terms are amended

to change the future effective date or time prior to the future

effective date or time, the instrument shall be terminated or

amended by the filing, prior to the future effective date or time

set forth in the instrument, of a certificate of termination or

amendment of the original instrument, executed in accordance with

subsection A of this section, which shall identify the instrument

which has been terminated or amended and shall state that the

instrument has been terminated or the manner in which it has been

amended.

Oklahoma Statutes - Title 18. Corporations Page 312

E. If another section of the Oklahoma General Corporation Act

specifically prescribes a manner of executing, acknowledging, or

filing a specified instrument or a time when an instrument shall

become effective which differs from the corresponding provisions of

this section, then the provisions of the other section shall govern.

F. Whenever any instrument authorized to be filed with the

Secretary of State under any provision of this title has been so

filed and is an inaccurate record of the corporate action therein

referred to, or was defectively or erroneously executed, sealed, or

acknowledged, the instrument may be corrected by filing with the

Secretary of State a certificate of correction of the instrument

which shall be executed, acknowledged and filed in accordance with

the provisions of this section. The certificate of correction shall

specify the inaccuracy or defect to be corrected and shall set forth

the portion of the instrument in corrected form. The corrected

instrument shall be effective as of the date the original instrument

was filed, except as to those persons who are substantially and

adversely affected by the correction and as to those persons the

corrected instrument shall be effective from the filing date of the

corrected instrument.

G. If any instrument authorized to be filed with the Secretary

of State pursuant to any provision of this title is filed

inaccurately or defectively, or is erroneously executed, sealed, or

acknowledged, or is otherwise defective in any respect, the

Secretary of State shall have no liability to any person for the

preclearance for filing, the acceptance for filing, or the filing

and indexing of such instrument.

H. When authorized by the rules of the Secretary of State, any

signature on any instrument authorized to be filed with the

Secretary of State under any provision of this title may be a

facsimile signature, a conformed signature, or an electronically
shall have no liability to any person for the

preclearance for filing, the acceptance for filing, or the filing

and indexing of such instrument.

H. When authorized by the rules of the Secretary of State, any

signature on any instrument authorized to be filed with the

Secretary of State under any provision of this title may be a

facsimile signature, a conformed signature, or an electronically

transmitted signature.

I. 1. If:

a. (1) together with the actual delivery of an

instrument and tender of the required taxes and

fees, there is delivered to the Secretary of

State a separate affidavit, which in its heading

shall be designated as an affidavit of

extraordinary condition, attesting, on the basis

of personal knowledge of the affiant or a

reliable source of knowledge identified in the

affidavit, that an earlier effort to deliver the

instrument and tender taxes and fees was made in

good faith, specifying the nature, date and time

of the good faith effort and requesting that the

Secretary of State establish the date and time as

the filing date of the instrument, or

Oklahoma Statutes - Title 18. Corporations Page 313

(2) upon the actual delivery of an instrument and

tender of the required taxes and fees, the

Secretary of State in his or her discretion

provides a written waiver of the requirement for

an affidavit stating that it appears to the

Secretary of State that an earlier effort to

deliver the instrument and tender the taxes and

fees was made in good faith and specifying the

date and time of the effort, and

b. the Secretary of State determines that an

extraordinary condition existed at that date and time,

that the earlier effort was unsuccessful as a result

of the existence of an extraordinary condition, and

that the actual delivery and tender were made within a

reasonable period, not to exceed two (2) business

days, after the cessation of the extraordinary

condition,

then the Secretary of State may establish the date and time as the

filing date of the instrument. No fee shall be paid to the

Secretary of State for receiving an affidavit of extraordinary

condition.

2. For purposes of this subsection, an extraordinary condition

means: any emergency resulting from an attack on, invasion or

occupation by foreign military forces of, or disaster, catastrophe,

war or other armed conflict, revolution or insurrection, or rioting

or civil commotion in, the United States or a locality in which the

Secretary of State conducts its business or in which the good faith

effort to deliver the instrument and tender the required taxes and

fees is made, or the immediate threat of any of the foregoing; or

any malfunction or outage of the electrical or telephone service to

the Secretary of State's office, or weather or other condition in or

about a locality in which the Secretary of State conducts its

business, as a result of which the Secretary of State's office is

not open for the purpose of the filing of instruments under the

Oklahoma General Corporation Act or the filing cannot be effected

without extraordinary effort. The Secretary of State may require

such proof as it deems necessary to make the determination required

under subparagraph b of paragraph 1 of this subsection, and any

determination shall be conclusive in the absence of actual fraud.

3. If the Secretary of State establishes the filing date of an

instrument pursuant to this subsection, the date and time of

delivery of the affidavit of extraordinary condition or the date and

time of the Secretary of State's written waiver of the affidavit

shall be endorsed on the affidavit or waiver and the affidavit or

waiver, so endorsed, shall be attached to the filed instrument to

which it relates. The filed instrument shall be effective as of the

date and time established as the filing date by the Secretary of

Oklahoma Statutes - Title 18. Corporations Page 314
the date and

time of the Secretary of State's written waiver of the affidavit

shall be endorsed on the affidavit or waiver and the affidavit or

waiver, so endorsed, shall be attached to the filed instrument to

which it relates. The filed instrument shall be effective as of the

date and time established as the filing date by the Secretary of

Oklahoma Statutes - Title 18. Corporations Page 314

State pursuant to this subsection, except as to those persons who

are substantially and adversely affected by the establishment and,

as to those persons, the instrument shall be effective from the date

and time endorsed on the affidavit of extraordinary condition or

written waiver attached thereto.