Okla. Stat. tit. 18, § 18-437.20

A cooperative may not sell, mortgage, lease or otherwise dispose

of or encumber all or any substantial portion of its property unless

such sale, mortgage, lease, or other disposition or encumbrance is

authorized at a duly held meeting of the members thereof by the

affirmative vote of not less than two-thirds of all of the members

of the cooperative, and unless the notice of such proposed sale,

mortgage, lease, or other disposition or encumbrance shall have been

contained in the notice of the meeting; provided, however, that

notwithstanding anything herein contained, or any other provisions

of law, the board of trustees of a cooperative, without

authorization by the members thereof, shall have full power and

authority upon an affirmative vote of not less than two-thirds (2/3)

of the board of trustees to authorize the execution and delivery of

a lease and leaseback transaction only where the board of trustees

determines that such transaction will not impair the ability of the

cooperative to use the assets as needed to serve the members;

provided, however, that such transactions shall apply only to the

physical assets of a cooperative and shall not be used to effect a

sale or other disposition of the cooperative business entity itself;

and further, shall have full power and authority to authorize the

execution and delivery of a mortgage or mortgages or a deed or deeds

Oklahoma Statutes - Title 18. Corporations Page 120

of trust upon, or the pledging or encumbering of, any or all of the

property, assets, rights, privileges, licenses, franchises and

permits of the cooperative, whether acquired or to be acquired, and

wherever situated, as well as the revenues and income therefrom, all

upon such terms and conditions as the board of trustees shall

determine, to secure any indebtedness of the cooperative to the

United States of America or any instrumentality or agency thereof or

to any corporation or financial institution authorized to assist in

the credit and financial needs of rural electric cooperatives.