Okla. Stat. tit. 18, § 18-1084

profit corporations.

MERGER OR CONSOLIDATION OF DOMESTIC NONSTOCK

NOT FOR PROFIT CORPORATIONS

A. Any two or more nonstock domestic corporations, whether or

not organized for profit, may merge into a single corporation, which

may be any one of the constituent corporations, or they may

consolidate into a new nonstock corporation, whether or not

organized for profit, formed by the consolidation, pursuant to an

agreement of merger or consolidation, as the case may be, complying

and approved in accordance with the provisions of this section.

B. Subject to subsection D of this section:

1. The governing body of each corporation which desires to

merge or consolidate shall adopt a resolution approving an agreement

of merger or consolidation. The agreement shall state:

a. the terms and conditions of the merger or

consolidation,

b. the mode of carrying the same into effect,

c. in the case of a merger, such amendments or changes in

the certificate of incorporation of the surviving

corporation as are desired to be effected by the

Oklahoma Statutes - Title 18. Corporations Page 431

merger, which amendments or changes may amend and

restate the certificate of incorporation of the

surviving corporation in its entirety, or, if no such

amendments or changes are desired, a statement that

the certificate of incorporation of the surviving

corporation shall be its certificate of incorporation,

d. in the case of a consolidation, that the certificate

of incorporation of the resulting corporation shall be

as is set forth in an attachment to the agreement,

e. the manner, if any, of converting the memberships or

membership interests of each of the constituent

corporations into memberships or membership interests

of the corporation surviving or resulting from the

merger or consolidation, or of canceling some or all

of the memberships or membership interests if any

memberships or membership interests of any of the

constituent corporations are not to remain

outstanding, to be converted solely into memberships

or membership interests of the surviving or resulting

corporation or to be cancelled, the cash, property,

rights or securities of any other corporation or

entity which the holders of such memberships or

membership interests are to receive in exchange for,

or upon conversion of, such memberships or membership

interests, which cash, property, rights or securities

of any other corporation or entity may be in addition

to or in lieu of memberships or membership interests

to the surviving or resulting corporation, and

f. other details or provisions as are deemed desirable

including, without limiting the generality of the

foregoing, a provision for the payment of cash in lieu

of the issuance or recognition of fractional shares,

rights or other securities of any other corporation or

entity the shares, rights or other securities of which

are to be received in the merger or consolidation or

for some other arrangement with respect thereto,

consistent with Section 1036 of this title; and

2. The agreement so adopted shall be executed and acknowledged

in accordance with Section 1007 of this title. Any of the terms of

the agreement of merger or consolidation may be made dependent upon

facts ascertainable outside of the agreement; provided, that the

manner in which the facts shall operate upon the terms of the

agreement is clearly and expressly set forth in the agreement of

merger or consolidation. The term "facts" as used in this

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

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

including the corporation.

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C. Subject to subsection D of this section, the agreement shall

be submitted to the members of each constituent corporation at an

annual or special meeting for the purpose of acting on the

agreement. Due notice of the time, place, and purpose of the
event, including a determination or action by any person or body,

including the corporation.

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C. Subject to subsection D of this section, the agreement shall

be submitted to the members of each constituent corporation at an

annual or special meeting for the purpose of acting on the

agreement. Due notice of the time, place, and purpose of the

meeting shall be mailed to each member of each corporation who has

the right to vote for the election of the members of the governing

body of the corporation and to each other member who is entitled to

vote on the merger under the certificate of incorporation or the

bylaws of such corporation, at the member's address as it appears on

the records of the corporation at least twenty (20) days prior to

the date of the meeting. The notice shall contain a copy of the

agreement or a brief summary thereof, as the governing body shall

deem advisable. At the meeting, the agreement shall be considered

and a vote, in person or by proxy, taken for the adoption or

rejection of the agreement. If the agreement is adopted by a

majority of the members of each corporation entitled to vote for the

election of the members of the governing body of the corporation and

any other members entitled to vote on the merger under the

certificate of incorporation or the bylaws of such corporation, then

that fact shall be certified on the agreement by the officer of each

corporation performing the duties ordinarily performed by the

secretary or assistant secretary of a corporation; provided that

such certification on the agreement shall not be required if a

certificate of merger or consolidation is filed in lieu of filing

the agreement. The agreement shall be adopted and certified by each

constituent corporation in accordance with this section, and it

shall be filed and shall become effective in accordance with the

provisions of Section 1007 of this title. The provisions of

paragraphs 1 through 6 of subsection C of Section 1081 of this title

shall apply to a merger or consolidation under this section, and the

reference therein to "shareholder" shall be deemed to include

"member" hereunder.

D. Notwithstanding subsection B or C of this section, if, under

the provisions of the certificate of incorporation or the bylaws of

any one or more of the constituent corporations, there shall be no

members who have the right to vote for the election of the members

of the governing body of the corporation, or for the merger, other

than the members of the governing body themselves, no further action

by the governing body or the members of such corporation shall be

necessary if the resolution approving an agreement of merger or

consolidation has been adopted by a majority of all the members of

the governing body thereof, and that fact shall be certified on the

agreement in the same manner as is provided in the case of the

adoption of the agreement by the vote of the members of a

corporation; provided that such certification on the agreement shall

not be required if a certificate of merger or consolidation is filed

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in lieu of filing the agreement, and thereafter the same procedure

shall be followed to consummate the merger or consolidation.

E. The provisions of subsection D of Section 1081 of this title

shall apply to a merger under this section; provided, however, that

references to the board of directors, to shareholders, and to shares

of a constituent corporation shall be deemed to be references to the

governing body of the corporation, to members of the corporation,

and to memberships or membership interests, as applicable,

respectively.

F. The provisions of subsection E of Section 1081 of this title

shall apply to a merger pursuant to the provisions of this section.

G. Nothing in this section shall be construed to authorize the
stituent corporation shall be deemed to be references to the

governing body of the corporation, to members of the corporation,

and to memberships or membership interests, as applicable,

respectively.

F. The provisions of subsection E of Section 1081 of this title

shall apply to a merger pursuant to the provisions of this section.

G. Nothing in this section shall be construed to authorize the

merger of a charitable nonstock corporation into a nonstock

corporation if the charitable nonstock corporation would thereby

have its charitable status lost or impaired; but a nonstock

corporation may be merged into a charitable nonstock corporation

which shall continue as the surviving corporation.