Okla. Stat. tit. 18, § 18-1078

RETIREMENT OF STOCK

A. A corporation, by resolution of its board of directors, may

retire any shares of its capital stock that are issued but are not

outstanding.

B. Whenever any shares of the capital stock of a corporation

are retired, they shall resume the status of authorized and unissued

shares of the class or series to which they belong unless the

certificate of incorporation otherwise provides. If the certificate

of incorporation prohibits the reissuance of such shares, or

prohibits the reissuance of such shares as a part of a specific

series only, a certificate stating that reissuance of the shares, as

part of the class or series, is prohibited identifying the shares

and reciting their retirement shall be executed, acknowledged and

filed and shall become effective in accordance with the provisions

of Section 1007 of this title. When such certificate becomes

effective, it shall have the effect of amending the certificate of

incorporation so as to reduce accordingly the number of authorized

shares of the class or series to which such shares belong or, if

such retired shares constitute all of the authorized shares of the

class or series to which they belong, of eliminating from the

Oklahoma Statutes - Title 18. Corporations Page 409

certificate of incorporation all reference to such class or series

of stock.

C. If the capital of the corporation will be reduced by or in

connection with the retirement of shares, the reduction of capital

shall be effected pursuant to the provisions of Section 1079 of this

title.