Okla. Stat. tit. 18, § 18-441-1608
This is the official text of Okla. Stat. tit. 18, § 18-441-1608, part of Oklahoma’s Stat. tit. 18, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 18,." Browse the sections below, each linked to its official government source.
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Approval or abandonment of merger by members
Official statutory text
APPROVAL OR ABANDONMENT OF MERGER BY MEMBERS.
(a) Subject to subsections (b) and (c) of this section, a plan
of merger must be approved by:
Oklahoma Statutes - Title 18. Corporations Page 232
(1) At least two-thirds (2/3) of the voting power of members
present at a members meeting called under subsection (b) of Section
140 of this act; 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.
(b) The organic rules may provide that the percentage of votes
under paragraph (1) of subsection (a) 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.
(c) The vote required to approve a plan of merger may not be
less than the vote required for the members of the limited
cooperative association to amend the articles of organization.
(d) Consent in a record to a plan of merger by a member must be
delivered to the limited cooperative association before delivery of
articles of merger for filing pursuant to Section 142 of this act if
as a result of the merger the member will have:
(1) Personal liability for an obligation of the association; or
(2) An obligation or liability for an additional contribution.
(e) Subject to subsection (d) of this section and any
contractual rights, after a merger is approved, and at any time
before the effective date of the merger, a limited cooperative
association that is a party to the merger may approve an amendment
to the plan of merger or approve abandonment of the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same affirmative
vote of the board of directors and of the members as was required to
approve the plan.
(f) The voting requirements for districts, classes, or voting
groups under Section 36 of this act apply to approval of a merger
under this article.
(a) Subject to subsections (b) and (c) of this section, a plan
of merger must be approved by:
Oklahoma Statutes - Title 18. Corporations Page 232
(1) At least two-thirds (2/3) of the voting power of members
present at a members meeting called under subsection (b) of Section
140 of this act; 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.
(b) The organic rules may provide that the percentage of votes
under paragraph (1) of subsection (a) 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.
(c) The vote required to approve a plan of merger may not be
less than the vote required for the members of the limited
cooperative association to amend the articles of organization.
(d) Consent in a record to a plan of merger by a member must be
delivered to the limited cooperative association before delivery of
articles of merger for filing pursuant to Section 142 of this act if
as a result of the merger the member will have:
(1) Personal liability for an obligation of the association; or
(2) An obligation or liability for an additional contribution.
(e) Subject to subsection (d) of this section and any
contractual rights, after a merger is approved, and at any time
before the effective date of the merger, a limited cooperative
association that is a party to the merger may approve an amendment
to the plan of merger or approve abandonment of the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same affirmative
vote of the board of directors and of the members as was required to
approve the plan.
(f) The voting requirements for districts, classes, or voting
groups under Section 36 of this act apply to approval of a merger
under this article.
Status: in_force · Read it on the official government site
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