Okla. Stat. tit. 18, § 18-441-1205

VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS.

(a) Except as otherwise provided in Section 105 of this act,

for a limited cooperative association to voluntarily dissolve:

(1) A resolution to dissolve must be approved by a majority

vote of the board of directors unless a greater percentage is

required by the organic rules;

(2) The board of directors must call a members meeting to

consider the resolution, to be held not later than ninety (90) days

after adoption of the resolution; and

(3) The board of directors must mail or otherwise transmit or

deliver to each member in a record that complies with Section 47 of

this act:

(A) the resolution required by paragraph (1) of this

subsection;

(B) a recommendation that the members vote in favor of the

resolution or, if the board determines that because of

conflict of interest or other special circumstances it

should not make a favorable recommendation, the basis

of that determination; and

(C) notice of the members meeting, which must be given in

the same manner as notice of a special meeting of

members.

Oklahoma Statutes - Title 18. Corporations Page 213

(b) Subject to subsection (c) of this section, a resolution to

dissolve must be approved by:

(1) At least two-thirds (2/3) of the voting power of members

present at a members meeting called under paragraph (2) of

subsection (a) of this section; and

(2) If the limited cooperative association has investor

members, at least a majority of the votes cast by patron members,

unless the organic rules require a greater percentage.

(c) The organic rules may require that the percentage of votes

under paragraph (1) of subsection (b) of this section is:

(1) A different percentage that is not less than a majority of

members voting at the meeting; or

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.