Okla. Stat. tit. 18, § 18-1077

of payment for stock - Nonstock corporations.

AMENDMENT OF CERTIFICATE OF INCORPORATION AFTER RECEIPT OF PAYMENT

FOR STOCK - NONSTOCK CORPORATIONS

A. 1. After a corporation has received payment for any of its

capital stock, or after a nonstock corporation has members, it may

amend its certificate of incorporation, from time to time, in any

and as many respects as may be desired, so long as its certificate

of incorporation as amended would contain only such provisions as it

would be lawful and proper to insert in an original certificate of

incorporation filed at the time of the filing of the amendment; and

if a change in stock or the rights of shareholders, or an exchange,

reclassification, subdivision, combination, or cancellation of stock

or rights of shareholders is to be made, such provisions as may be

necessary to effect such change, exchange, reclassification,

subdivision, combination, or cancellation. In particular, and

without limitation upon the general power of amendment, a

corporation may amend its certificate of incorporation, from time to

time, so as:

a. to change its corporate name,

b. to change, substitute, enlarge or diminish the nature

of its business or its corporate powers and purposes,

c. to increase or decrease its authorized capital stock

or to reclassify the same, by changing the number, par

value, designations, preferences, or relative,

participating, optional, or other special rights of

the shares, or the qualifications, limitations or

restrictions of such rights, or by changing shares

with par value into shares without par value, or

shares without par value into shares with par value

either with or without increasing or decreasing the

number of shares or by subdividing or combining the

Oklahoma Statutes - Title 18. Corporations Page 406

outstanding shares of any class or series of a class

of shares into a greater or lesser number of

outstanding shares,

d. to cancel or otherwise affect the right of the holders

of the shares of any class to receive dividends which

have accrued but have not been declared,

e. to create new classes of stock having rights and

preferences either prior and superior or subordinate

and inferior to the stock of any class then

authorized, whether issued or unissued,

f. to change the period of its duration, or

g. to delete (1) such provisions of the original

certificate of incorporation which named the

incorporator or incorporators, the initial board of

directors and the original subscribers for shares, and

(2) such provisions contained in any amendment to the

certificate of incorporation as were necessary to

effect a change, exchange, reclassification,

subdivision, combination or cancellation of stock, if

such change, exchange, reclassification, subdivision,

combination or cancellation has become effective.

2. Any or all changes or alterations provided for in paragraph

1 of this subsection may be effected by one certificate of

amendment.

B. Every amendment authorized by the provisions of subsection A

of this section shall be made and effected in the following manner:

1. If the corporation has capital stock, its board of directors

shall adopt a resolution setting forth the amendment proposed,

declaring its advisability, and either calling a special meeting of

the shareholders entitled to vote in respect thereof for the

consideration of the amendment or directing that the amendment

proposed be considered at the next annual meeting of shareholders;

provided, however, that unless otherwise expressly required by the

certificate of incorporation, no meeting or vote of shareholders

shall be required to adopt an amendment that effects only changes

described in paragraph (a) or (g) of subsection A of this section.

The special or annual meeting shall be called and held upon notice

in accordance with the provisions of Section 1067 of this title.

The notice shall set forth the amendment in full or a brief summary
rtificate of incorporation, no meeting or vote of shareholders

shall be required to adopt an amendment that effects only changes

described in paragraph (a) or (g) of subsection A of this section.

The special or annual meeting shall be called and held upon notice

in accordance with the provisions of Section 1067 of this title.

The notice shall set forth the amendment in full or a brief summary

of the changes to be effected thereby, unless such notice

constitutes a notice of Internet availability of proxy materials

under the rules promulgated under the Securities Exchange Act of

1934. At the meeting a vote of the shareholders entitled to vote

thereon shall be taken for and against any proposed amendment that

requires adoption by shareholders. If no vote of shareholders is

required to effect such amendment, or if a majority of the

outstanding stock entitled to vote thereon, and a majority of the

Oklahoma Statutes - Title 18. Corporations Page 407

outstanding stock of each class entitled to vote thereon as a class,

has been voted in favor of the amendment, a certificate setting

forth the amendment and certifying that the amendment has been duly

adopted in accordance with the provisions of this section shall be

executed, acknowledged and filed and shall become effective in

accordance with the provisions of Section 1007 of this title.

2. The holders of the outstanding shares of a class shall be

entitled to vote as a class upon a proposed amendment, whether or

not entitled to vote thereon by the provisions of the certificate of

incorporation, if the amendment would increase or decrease the

aggregate number of authorized shares of the class, increase or

decrease the par value of the shares of the class, or alter or

change the powers, preferences or special rights of the shares of

the class so as to affect them adversely. If any proposed amendment

would alter or change the powers, preferences or special rights of

one or more series of any class so as to affect them adversely, but

shall not so affect the entire class, then only the shares of the

series so affected by the amendment shall be considered a separate

class for the purposes of this paragraph. The number of authorized

shares of any such class or classes of stock may be increased or

decreased, but not below the number of shares thereof then

outstanding, by the affirmative vote of the holders of a majority of

the stock of the corporation entitled to vote irrespective of the

provisions of this paragraph, if so provided in the original

certificate of incorporation, in any amendment thereto which created

the class or classes of stock or which was adopted prior to the

issuance of any shares of the class or classes of stock, or in any

amendment thereto which was authorized by a resolution or

resolutions adopted by the affirmative vote of the holders of a

majority of the class or classes of stock.

3. If the corporation is a nonstock corporation, then the

governing body thereof shall adopt a resolution setting forth the

amendment proposed and declaring its advisability. If a majority of

all the members of the governing body shall vote in favor of the

amendment, a certificate thereof shall be executed, acknowledged and

filed and shall become effective in accordance with the provisions

of Section 1007 of this title. The certificate of incorporation of

any nonstock corporation may contain a provision requiring an

amendment thereto to be approved by a specified number or percentage

of the members or of any specified class of members of the

corporation in which event the proposed amendment shall be submitted

to the members or to any specified class of members of the

corporation in the same manner, so far as applicable, as is provided

for in this section for an amendment to the certificate of

incorporation of a stock corporation; and in the event of the

adoption thereof by the members, a certificate evidencing the
members of the

corporation in which event the proposed amendment shall be submitted

to the members or to any specified class of members of the

corporation in the same manner, so far as applicable, as is provided

for in this section for an amendment to the certificate of

incorporation of a stock corporation; and in the event of the

adoption thereof by the members, a certificate evidencing the

amendment shall be executed, acknowledged and filed and shall become

Oklahoma Statutes - Title 18. Corporations Page 408

effective in accordance with the provisions of Section 1007 of this

title.

4. Whenever the certificate of incorporation shall require

action by the board of directors of a corporation other than a

nonstock corporation or by the governing body of a nonstock

corporation, by the holders of any class or series of shares or by

the members, or by the holders of any other securities having voting

power, the vote of a greater number or proportion than is required

by the provisions of the Oklahoma General Corporation Act, the

provision of the certificate of incorporation requiring a greater

vote shall not be altered, amended, or repealed except by a greater

vote.

C. The resolution authorizing a proposed amendment to the

certificate of incorporation may provide that at any time prior to

the effectiveness of the filing of the amendment with the Secretary

of State, notwithstanding authorization of the proposed amendment by

the shareholders of the corporation or by the members of a nonstock

corporation, the board of directors or governing body may abandon

the proposed amendment without further action by the shareholders or

members.