Okla. Stat. tit. 18, § 18-1032

CLASSES AND SERIES OF STOCK; RIGHTS, ETC.

A. Every corporation may issue one or more classes of stock or

one or more series of stock within any class thereof, any or all of

which classes may be of stock with par value or stock without par

value and which classes or series may have voting powers, full or

limited, or no voting powers, and designations, preferences and

relative, participating, optional, or other special rights, and

qualifications, limitations, or restrictions thereof, as shall be

stated and expressed in the certificate of incorporation or of any

amendment thereto, or in the resolution or resolutions providing for

the issue of the stock adopted by the board of directors pursuant to

authority expressly vested in it by the provisions of its

certificate of incorporation. Any of the voting powers,

designations, preferences, rights, and qualifications, limitations

or restrictions of any class or series of stock may be made

dependent upon facts ascertainable outside the certificate of

incorporation or of any amendment thereto, or outside the resolution

or resolutions providing for the issue of the stock adopted by the

board of directors pursuant to authority expressly vested in it by

the provisions of its certificate of incorporation; provided, that

the manner in which the facts shall operate upon the voting powers,

designations, preferences, rights, and qualifications, limitations,

or restrictions of the class or series of stock is clearly and

expressly set forth in the certificate of incorporation or in the

resolution or resolutions providing for the issue of the stock

adopted by the board of directors. The power to increase or

decrease or otherwise adjust the capital stock as provided for in

the Oklahoma General Corporation Act shall apply to all or any such

classes of stock. The term “facts”, as used in this subsection,

includes, but is not limited to, the occurrence of any event,

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

the corporation.

B. Any stock of any class or series may be made subject to

redemption by the corporation at its option or at the option of the

holders of the stock or upon the happening of a specified event;

provided, however, immediately following any redemption, the

corporation shall have outstanding one or more shares or one or more

Oklahoma Statutes - Title 18. Corporations Page 347

classes or series of stock, which share, or shares together, shall

have full voting powers. Notwithstanding the limitation stated in

the foregoing proviso:

1. Any stock of a regulated investment company registered under

the Investment Company Act of 1940, as heretofore or hereafter

amended, may be made subject to redemption by the corporation at its

option or at the option of the holders of the stock.

2. Any stock of a corporation which directly or indirectly

holds a license or franchise from a governmental agency to conduct

its business or is a member of a national securities exchange, which

license, franchise or membership is conditioned upon some or all of

the holders of its stock possessing prescribed qualifications, may

be made subject to redemption by the corporation to the extent

necessary to prevent the loss of the license, franchise or

membership or to reinstate it. Any stock which may be made

redeemable under this section may be redeemed for cash, property or

rights including securities of the same or another corporation, at

such time or times, price or prices, or rate or rates, and with any

adjustments, as shall be stated in the certificate of incorporation

or in the resolution or resolutions providing for the issue of the

stock adopted by the board of directors as provided for in

subsection A of this section.

C. The holders of preferred or special stock of any class or of

any series thereof shall be entitled to receive dividends at such

rates, conditions and times as shall be stated in the certificate of
ted in the certificate of incorporation

or in the resolution or resolutions providing for the issue of the

stock adopted by the board of directors as provided for in

subsection A of this section.

C. The holders of preferred or special stock of any class or of

any series thereof shall be entitled to receive dividends at such

rates, conditions and times as shall be stated in the certificate of

incorporation or in the resolution or resolutions providing for the

issue of the stock adopted by the board of directors as provided for

in subsection A of this section, payable in preference to, or in

relation to, the dividends payable on any other class or classes or

of any other series of stock, and cumulative or noncumulative as

shall be so stated and expressed. When dividends upon the preferred

and special stocks, if any, to the extent of the preference to which

the stocks are entitled, shall have been paid or declared and set

apart for payment, a dividend on the remaining class or classes or

series of stock may then be paid out of the remaining assets of the

corporation available for dividends as otherwise provided for in the

Oklahoma General Corporation Act.

D. The holders of the preferred or special stock of any class

or of any series thereof shall be entitled to the rights upon the

dissolution of, or upon any distribution of the assets of, the

corporation as shall be stated in the certificate of incorporation

or in the resolution or resolutions providing for the issue of the

stock adopted by the board of directors as provided for in

subsection A of this section.

E. Any stock of any class or of any series thereof may be made

convertible into, or exchangeable for, at the option of either the

holder or the corporation or upon the happening of a specified

Oklahoma Statutes - Title 18. Corporations Page 348

event, shares of any other class or classes or any other series of

the same or any other class or classes of stock of the corporation,

at the price or prices or at the rate or rates of exchange, and with

adjustments as shall be stated in the certificate of incorporation

or in the resolution or resolutions providing for the issue of the

stock adopted by the board of directors as provided for in

subsection A of this section.

F. If any corporation shall be authorized to issue more than

one class of stock or more than one series of any class, the powers,

designations, preferences and relative, participating, optional or

other special rights of each class of stock or series thereof and

the qualifications, limitations or restrictions of such preferences

or rights shall be set forth in full or summarized on the face or

back of the certificate which the corporation shall issue to

represent the class or series of stock; provided that, except as

otherwise provided for in Section 1055 of this title, in lieu of the

foregoing requirements, there may be set forth on the face or back

of the certificate which the corporation shall issue to represent

the class or series of stock, a statement that the corporation will

furnish without charge to each shareholder who so requests the

powers, designations, preferences and relative, participating,

optional or other special rights of each class of stock or series

thereof and the qualifications, limitations or restrictions of the

preferences or rights. Within a reasonable time after the issuance

or transfer of uncertificated stock, the corporation shall send to

the registered owner a notice, in writing or by electronic

transmission, containing the information required to be set forth or

stated on certificates pursuant to this section or Section 1037,

subsection A of Section 1055 or subsection A of Section 1063 of this

title, or with respect to this section a statement that the

corporation will furnish without charge to each shareholder who so

requests the powers, designations, preferences and relative,
nic

transmission, containing the information required to be set forth or

stated on certificates pursuant to this section or Section 1037,

subsection A of Section 1055 or subsection A of Section 1063 of this

title, or with respect to this section a statement that the

corporation will furnish without charge to each shareholder who so

requests the powers, designations, preferences and relative,

participating, optional or other special rights of each class of

stock or series thereof and the qualifications, limitations or

restrictions of the preferences or rights. Except as otherwise

expressly provided by law, the rights and obligations of the holders

of uncertificated stock and the rights and obligations of the holder

of certificates representing stock of the same class and series

shall be identical.

G. 1. When any corporation desires to issue any shares of

stock of any class or of any series of any class of which the

powers, designations, preferences and relative, participating,

optional or other rights, if any, or the qualifications, limitations

or restrictions thereof, if any, shall not have been set forth in

the certificate of incorporation or in any amendment thereto but

shall be provided for in a resolution or resolutions adopted by the

board of directors pursuant to authority expressly vested in it by

Oklahoma Statutes - Title 18. Corporations Page 349

the provisions of the certificate of incorporation or any amendment

thereto, a certificate of designations setting forth a copy of the

resolution or resolutions and the number of shares of stock of the

class or series to which the resolution or resolutions apply shall

be executed, acknowledged and filed, and shall become effective in

accordance with the provisions of Section 1007 of this title.

Unless otherwise provided in any resolution or resolutions, the

number of shares of stock of any series to which the resolution or

resolutions apply may be increased, but not above the total number

of authorized shares of the class, or decreased, but not below the

number of shares thereof then outstanding, by a certificate likewise

executed, acknowledged and filed setting forth a statement that a

specified increase or decrease therein had been authorized and

directed by a resolution or resolutions likewise adopted by the

board of directors. In case the number of the shares shall be

decreased, the number of shares so specified in the certificate

shall resume the status which they had prior to the adoption of the

first resolution or resolutions. Unless otherwise provided in the

certificate of incorporation, if no shares of stock have been issued

of a class or series of stock established by a resolution of the

board of directors, the voting powers, designations, preferences and

relative, participating, optional or other rights, if any, or the

qualifications, limitations or restrictions thereof may be amended

by a resolution or resolutions adopted by the board of directors. A

certificate which states that no shares of the class or series have

been issued, sets forth a copy of the resolution or resolutions,

and, if the designation of the class or series is being changed,

indicates the original designation and the new designation, shall be

executed, acknowledged and filed, and shall become effective, in

accordance with the provisions of Section 1007 of this title. When

no shares of any class or series are outstanding, either because

none were issued or because no issued shares of any class or series

remain outstanding, a certificate setting forth a resolution or

resolutions adopted by the board of directors that none of the

authorized shares of the class or series are outstanding, and that

none will be issued subject to the certificate of designations

previously filed with respect to the class or series, may be

executed, acknowledged and filed in accordance with the provisions
or series

remain outstanding, a certificate setting forth a resolution or

resolutions adopted by the board of directors that none of the

authorized shares of the class or series are outstanding, and that

none will be issued subject to the certificate of designations

previously filed with respect to the class or series, may be

executed, acknowledged and filed in accordance with the provisions

of Section 1007 of this title and, when the certificate becomes

effective, it shall have the effect of eliminating from the

certificate of incorporation all matters set forth in the

certificate of designations with respect to the class or series of

stock.

2. When any certificate filed pursuant to the provisions of

this subsection becomes effective, it shall have the effect of

amending the certificate of incorporation; except that neither the

filing of the certificate nor the filing of a restated certificate

Oklahoma Statutes - Title 18. Corporations Page 350

of incorporation pursuant to Section 1080 of this title shall

prohibit the board of directors from subsequently adopting

resolutions as authorized by this subsection.