Okla. Stat. tit. 54, § 54-1-901

Definitions.

Oklahoma Statutes - Title 54. Partnership Page 41

In this article:

(1) “Constituent partnership” means a constituent organization

that is a partnership;

(2) “Constituent organization” means an organization that is

party to a merger;

(3) “Converted organization” means the organization into which

a converting organization converts pursuant to Sections 1-902

through 1-905 of this title;

(4) “Converting partnership” means a converting organization

that is a partnership;

(5) “Converting organization” means an organization that

converts into another organization pursuant to Section 1-902 of this

title;

(6) “Governing statute” of an organization means the statute

that governs the organization’s internal affairs;

(7) “Organization” means a general partnership, including a

limited liability partnership; limited partnership; limited

liability company; business trust; corporation; or any other

unincorporated association. The term includes domestic and foreign

organizations regardless of whether organized for profit;

(8) “Organizational documents” means:

(i) for a domestic or foreign general partnership, its

partnership agreement;

(ii) for a domestic or foreign limited partnership, its

certificate of limited partnership and partnership

agreement;

(iii) for a domestic or foreign limited liability company,

its articles of organization and operating agreement,

or comparable records as provided in its governing

statute;

(iv) for a business trust, its agreement of trust and

declaration of trust;

(v) for a domestic or foreign corporation for profit, its

certificate of incorporation, bylaws, and other

agreements among its shareholders which are authorized

by its governing statute, or comparable records as

provided in its governing statute; and

(vi) for any other organization, the basic records that

create the organization and determine its internal

governance and the relations among the persons that

own it, have an interest in it, or are members of it;

(9) “Personal liability” means personal liability for a debt,

liability, or other obligation of an organization, which is imposed

on a person that co-owns, has an interest in, or is a member of the

organization:

Oklahoma Statutes - Title 54. Partnership Page 42

(i) by the organization’s governing statute solely by

reason of the person co-owning, having an interest in,

or being a member of the organization; or

(ii) by the organization’s organizational documents under a

provision of the organization’s governing statute

authorizing those documents to make one or more

specified persons liable for all or specified debts,

liabilities, and other obligations of the organization

solely by reason of the person or persons co-owning,

having an interest in, or being a member of the

organization.