Okla. Stat. tit. 18, § 18-441-1603

cooperative association.

ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED COOPERATIVE

ASSOCIATION.

(a) For a limited cooperative association to convert to another

entity, a plan of conversion must be approved by a majority of the

board of directors, or a greater percentage if required by the

organic rules, and the board of directors must call a members

meeting to consider the plan of conversion, hold the meeting not

later than ninety (90) days after approval of the plan by the board,

and mail or otherwise transmit or deliver in a record to each

member:

(1) The plan, or a summary of the plan and a statement of the

manner in which a copy of the plan in a record may be reasonably

obtained by a member;

(2) A recommendation that the members approve the plan of

conversion, or if the board determines that because of a conflict of

interest or other circumstances it should not make a favorable

recommendation, the basis for that determination;

(3) A statement of any condition of the board’s submission of

the plan of conversion to the members; and

(4) Notice of the meeting at which the plan of conversion will

be considered, which must be given in the same manner as notice of a

special meeting of members.

Oklahoma Statutes - Title 18. Corporations Page 228

(b) Subject to subsections (c) and (d) of this section, a plan

of conversion must be approved by:

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

present at a members meeting called under 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 vote by patron

members.

(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;

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

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

(d) The vote required to approve a plan of conversion may not

be less than the vote required for the members of the limited

cooperative association to amend the articles of organization.

(e) Consent in a record to a plan of conversion by a member

must be delivered to the limited cooperative association before

delivery of articles of conversion for filing if as a result of the

conversion the member will have:

(1) Personal liability for an obligation of the association; or

(2) An obligation or liability for an additional contribution.

(f) Subject to subsection (e) of this section and any

contractual rights, after a conversion is approved and at any time

before the effective date of the conversion, a converting limited

cooperative association may amend a plan of conversion or abandon

the planned conversion:

(1) As provided in the plan; and

(2) Except as prohibited by the plan, by the same affirmative

vote of the board of directors and of the members as was required to

approve the plan.

(g) The voting requirements for districts, classes, or voting

groups under Section 36 of this act apply to approval of a

conversion under this article.