Okla. Stat. tit. 54, § 54-500-1101A

DEFINITIONS.

Oklahoma Statutes - Title 54. Partnership Page 141

In this article:

(1) “Constituent limited partnership” means a constituent

organization that is a limited 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 89 through

92 of this act;

(4) “Converting limited partnership” means a converting

organization that is a limited partnership;

(5) “Converting organization” means an organization that

converts into another organization pursuant to Section 89 of this

act;

(6) “General partner” means a general partner of a limited

partnership;

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

that governs the organization’s internal affairs;

(8) “Merger” includes a reorganization structured as a

consolidation;

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

limited liability partnership; limited partnership, including a

limited liability limited partnership; limited liability company;

business trust; corporation; or any other person having a governing

statute. The term includes domestic and foreign organizations

whether or not organized for profit;

(10) “Organizational documents” means:

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

partnership agreement;

(B) for a limited partnership or foreign limited

partnership, its certificate of limited partnership

and partnership agreement;

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

its articles of organization and operating agreement,

or comparable records as provided in its governing

statute;

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

declaration of trust;

(E) 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

(F) 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;

Oklahoma Statutes - Title 54. Partnership Page 142

(11) “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:

(A) 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

(B) 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; and

(12) “Surviving organization” means an organization into which

one or more other organizations are merged. A surviving

organization may preexist the merger or be created by the merger.