Okla. Stat. tit. 18, § 18-1016

SPECIFIC POWERS

Every corporation created pursuant to the provisions of the

Oklahoma General Corporation Act shall have power to:

1. Have perpetual succession by its corporate name, unless a

limited period of duration is stated in its certificate of

incorporation;

2. Sue and be sued in all courts and participate, as a party or

otherwise, in any judicial, administrative, arbitrative or other

proceeding, in its corporate name;

3. Have a corporate seal, which may be altered at pleasure, and

use the same by causing it, or a facsimile thereof, to be impressed

or affixed or in any other manner reproduced;

4. Purchase, receive, take by grant, gift, devise, bequest or

otherwise, lease or otherwise acquire, own, hold, improve, employ,

use and otherwise deal in and with real or personal property, or any

interest therein, wherever situated and to sell, convey, lease,

exchange, transfer or otherwise dispose of, or mortgage or pledge,

all or any of its property and assets, or any interest therein,

wherever situated, subject to the limitations prescribed by Section

2 of Article XXII of the Oklahoma Constitution and Section 1020 of

this title;

5. Appoint or elect such officers and agents as the business of

the corporation requires and to pay or otherwise provide for them

suitable compensation;

6. Adopt, amend and repeal bylaws;

7. Wind up and dissolve itself in the manner provided for in

this act;

8. Conduct its business, carry on its operations, and have

offices and exercise its powers within or without this state;

9. Make donations for the public welfare or for charitable,

scientific or educational purposes, and in time of war or other

national emergency in aid thereof;

10. Be an incorporator, promoter or manager of other

corporations of any type or kind;

11. Participate with others in any corporation, partnership,

limited partnership, joint venture or other association of any kind,

or in any transaction, undertaking or arrangement which the

participating corporation would have power to conduct by itself,

whether or not such participation involves sharing or delegation of

control with or to others;

12. Transact any lawful business which the corporation's board

of directors shall find to be in aid of governmental authority;

Oklahoma Statutes - Title 18. Corporations Page 324

13. Make contracts, including contracts of guaranty and

suretyship, incur liabilities, borrow money at such rates of

interest as the corporation may determine, issue its notes, bonds

and other obligations, and secure any of its obligations by

mortgage, pledge or other encumbrance of all or any of its property,

franchises and income, and make contracts of guaranty and suretyship

which are necessary or convenient to the conduct, promotion or

attainment of the business of:

a. a corporation, all of the outstanding stock of which

is owned, directly or indirectly, by the contracting

corporation,

b. a corporation which owns, directly or indirectly, all

of the outstanding stock of the contracting

corporation, or

c. a corporation, all of the outstanding stock of which

is owned, directly or indirectly, by a corporation

which owns, directly or indirectly, all of the

outstanding stock of the contracting corporation,

which contracts of guaranty and suretyship shall be

deemed to be necessary or convenient to the conduct,

promotion or attainment of the business of the

contracting corporation, and to make other contracts

of guaranty and suretyship which are necessary or

convenient to the conduct, promotion or attainment of

the business of the contracting corporation;

14. Lend money for its corporate purposes, invest and reinvest

its funds, and take, hold and deal with real and personal property

as security for the payment of funds so loaned or invested;

15. Pay pensions and establish and carry out pension, profit

sharing, stock option, stock purchase, stock bonus, retirement,
onduct, promotion or attainment of

the business of the contracting corporation;

14. Lend money for its corporate purposes, invest and reinvest

its funds, and take, hold and deal with real and personal property

as security for the payment of funds so loaned or invested;

15. Pay pensions and establish and carry out pension, profit

sharing, stock option, stock purchase, stock bonus, retirement,

benefit, incentive and compensation plans, trusts and provisions for

any or all of its directors, officers, and employees, and for any or

all of the directors, officers, and employees of its subsidiaries;

16. Provide insurance for its benefit on the life of any of its

directors, officers, or employees, or on the life of any shareholder

for the purpose of acquiring at his death shares of its stock owned

by such shareholder; and

17. Renounce in its certificate of incorporation or by action

of its board of directors any interest or expectancy of the

corporation in, or in being offered an opportunity to participate

in, specified business opportunities or specified classes or

categories of business opportunities that are presented to the

corporation or one or more of its officers, directors or

shareholders.