The formation and operation of homeowners associations incorporated as nonprofit corporations in Oklahoma are regulated by the Oklahoma General Corporation Act, which is codified in Oklahoma Statutes Title 18, Chapter 22. Under the provisions of this Act, homeowners associations should have a written constitution and bylaws that govern the management and operation of their association.

The Act also outlines the rights, duties, and liabilities of homeowners associations, as well as the powers and authority of the board of directors, members, and officers. Additionally, the Act specifies how and when meetings can be held, how elections are to be conducted, and how members can exercise their rights. Finally, the Act outlines the procedures for the dissolution and winding up of the association. In summary, the Oklahoma General Corporation Act Oklahoma Statutes Title 18, Chapter 22 provides a comprehensive legal framework to ensure that homeowners associations are able to operate in a fair, transparent, and responsible manner.

The Oklahoma General Corporation Act is broken down into the following sections:

  • Section 10 - Merger or Consolidation

  • Section 11 - Sale of Assets, Dissolution, and Winding Up

  • Section 12 - Insolvency, Receivers, and Trustees

  • Section 13 - Renewal, Revival, Extension, and Restoration of Certificate of Incorporation or Charter

  • Section 14 - Suits Against Corporations, Directors, Officers, or Shareholders

  • Section 15 - Foreign Corporations

  • Section 16 - Miscellaneous Provisions

General Provisions

Section Name Section Number
Short Title § 1001
Scope of Act § 1002
Repealed § 1003
Reserved Power of State to Amend or Repeal - Oklahoma General Corporation Act Part of Corporation's Chapter or Certificate of Incorporation § 1004
Application of Act to Nonstock Corporations § 1004.1
 

Formation
Section Name Section Number
Incorporators - How Corporation Formed - Purposes § 1005
Certificate of Incorporation; Contents § 1006
Execution, Acknowledgment, Filing and Effective Date of Original Certificate of Incorporation and Other Instruments; Exceptions § 1007
Certificate of Incorporation; Definition § 1008
Certificate of Incorporation and Other Certificates - Evidence § 1009
Commencement of Corporate Existence § 1010
Powers of Incorporators § 1011
Organization Meeting of Incorporators or Directors Named in Certificate of Incorporation § 1012
Bylaws § 1013
Emergency Bylaws and Other Powers in Emergency § 1014
Interpretation and Enforcement of Corporate Instruments and Provisions of This Title § 1014.1
Forum Selection Provisions § 1014.2
Document Form, Signature and Delivery § 1014.3
 

Powers
Section Name Section Number
General Powers § 1015
Specific Powers § 1016
Corporations Entitied to Protected Service Area - Establish Water District § 1016.1
Powers Respecting Securities of Other Corporations or Entities § 1017
Lack of Corporate Capacity or Power, Effect - Ultra Vires § 1018
Private Foundations - Powers and Duties § 1019
Limitations Upon Real Estate Ownership § 1020
 

Registered Office and Registered Agent
Section Name Section Number
Registered Office in State; Principal Office or Place of Business in State § 1021
Registered Agent in State; Resident Agent § 1022
Change of Location of Registered Office; Change of Registered Agent § 1023
Change of Address or Name of Registered Agent § 1024
Resignation of Registered Agent Coupled with Appointment of Successor § 1025
Resignation of Registered Agent Not Coupled with Appointment of Successor § 1026
 

Directors and Officers
Section Name Section Number
Board of Directors; Powers; Number; Qualifications; Terms and Quoram; Committees; Classes of Directors; Nonstock Corporations; Reliance Upon Books; Action Without Meeting; etc. § 1027
Officers - Titles, Duties, Selection, Term - Failure to Elect - Vacancies § 1028
Loans to Employees and Officers - Guaranty of Obligations of Employees and Officers § 1029
Interested Directors - Quorum § 1030
Indemnification of Officers, Directors, Employees and Agents; Insurance § 1031
 

Stock and Dividends
Section Name Section Number
Classes and Series of Stock; Rights, etc. § 1032
Issuance of Stock, Lawful Consideration - Fully Paid Stock § 1033
Consideration For Stock § 1034
Determination of Amount of Capital; Capital, Surplus, and Net Assets Defined § 1035
Fractions of Shares § 1036
Partly Paid Shares § 1037
Rights and Options Respecting Stock § 1038
Stock Certificates; Uncertificated Shares § 1039
Shares of Stock - Personal Property, Transfer and Taxation § 1040
Corporation's Powers Respecting Ownership, Voting, etc. of Its Own Stock; Rights of Stock Called for Redemption § 1041
Issuance of Additional Stock - When and by Whom § 1042
Liability of Shareholder or Subscriber for Stock not Paid in Full § 1043
Payment for Stock Not Paid in Full § 1044
Failure to Pay for Stock - Remedies § 1045
Revocability of Pre-Incorporation Subscriptions § 1046
Formalities Required of Stock Subscriptions § 1047
Situs of Ownership of Stock § 1048
Dividends; Payment; Wasting Asset Corporations § 1049
Special Purpose Reserves § 1050
Liability of Directors as to Dividends or Stock Redemption § 1051
Declaration and Payment of Dividends § 1052
Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption - Exoneration from Liability - Contribution Among Directors - Subrogation § 1053
 

Stock Transfers
Section Name Section Number
Transfer of Stock, Stock Certificates and Uncertificated Stock § 1054
Restriction on Transfer of Securities § 1055
Ratification of Defective Corporate Acts and Stock § 1055.1
Proceedings Regarding Validity of Defective Corporate Acts and Stock § 1055.2
 

Meetings, Elections, Voting, and Notice
Section Name Section Number
Meetings of Shareholders § 1056
Voting Rights of Shareholders - Proxies - Limitations § 1057
Fixing Date for Determination of Shareholders of Record § 1058
Cumulative Voting § 1059
Voting Rights of Members of Nonstock Corporations; Quorum; Proxies § 1060
Quorum and Required Vote for Stock Corporations § 1061
Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock § 1062
Voting Trusts and Other Voting Agreements § 1063
List of Shareholders Entitled to Vote; Penalty for Refusal to Produce Stock Ledger § 1064
Inspection of Books and Records § 1065
Access to Proxy Solicitation Materials; Proxy Expense Reimbursement § 1065.1
Voting, Inspection and Other Rights of Bondholders and Debenture Holders § 1066
Notice of Meetings and Adjourned Meetings § 1067
Vacancies and Newly Created Directorships § 1068
Form of Records § 1069
Contested Election of Directors; Proceedings to Determine Validity § 1070
Appointment of Custodian or Receiver of Corporation on Deadlock or for Other Cause § 1071
Powers of Court in Elections of Directors § 1072
Consent of Shareholders in Lieu of Meeting § 1073
Waiver of Notice § 1074
Exception to Requirements of Notice § 1075
Voting Procedures and Inspectors of Elections § 1075.1
Electronic Notice; Effectiveness; Revocation of Consent § 1075.2
Single Written Notice to Shareholders Sharing an Address § 1075.3
 

Amendment of Certificate of Incorporation - Changes in Capital and Capital Stock
Section Name Section Number
Amendment of Certificate of Incorporation Before Receipt of Payment for Stock § 1076
Amendment of Certificate of Incorporation after Receipt of Payment for Stock - Nonstock Corporations § 1077
Retirement of Stock § 1078
Reduction of Capital § 1079
Restated Certificate of Incorporation § 1080
 

Merger or Consolidation
Section Name Section Number
Merger or Consolidation of Domestic Corporations § 1081
Merger or Consolidation of Domestic and Foreign Corporations; Service of Process Upon Surviving or Resulting Corporation § 1082
Merger of Parent Corporation and Subsidiary Corporation or Corporations § 1083
Merger of Parent Entity and Subsidiary Corporation or Corporations § 1083.1
Merger or Consolidation of Domestic Nonstock Not for Profit Corporations § 1084
Merger or Consolidation of Domestic and Foreign Nonstock Corporations; Service of Process Upon Surviving or Resulting Corporation § 1085
Merger or Consolidation of Domestic Stock and Nonstock Corporations § 1086
Merger or Consolidation of Domestic and Foreign Stock and Nonstock Corporations § 1087
Status, Rights, Liabilities, etc. of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation § 1088
Powers of Corporation Surviving or Resulting from Merger or Consolidation; Issuance of Stock, Bonds or Other Indebtedness § 1089
Effect of Merger Upon Pending Actions § 1090
Share Acquisitions By Domestic Corporations § 1090.1
Merger or Consolidation of a Domestic Corporation and an Entity § 1090.2
Business Combinations With Interested Shareholders § 1090.3
Conversion of an Entity to a Domestic Corporation § 1090.4
Conversion of Domestic Corporation to an Entity § 1090.5
Appraisal Rights § 1091
 

Sale of Assets, Dissolution, and Winding Up
Section Name Section Number
Sale, Lease or Exchange of Assets; Consideration; Procedure § 1092
Mortgage or Pledge of Assets § 1093
Dissolution of Joint Venture Corporation Having Two Shareholders § 1094
Dissolution Before the Issuance of Shares or Beginning Business; Procedure § 1095
Dissolution; Procedure § 1096
Dissolution of Nonstock Corporation; Procedure § 1097
Repealed § 1098
Continuation of Corporation After Dissolution for Purposes of Suit and Winding Up Affairs § 1099
Trustees or Receivers for Dissolved Corporations - Appointment - Powers - Duties § 1100
Notice to Claimants; Filing of Claims § 1100.1
Payment and Distribution to Claimants and Shareholders § 1100.2
Liability of Shareholders of Dissolved Corporations § 1100.3
Jurisdiction of District Court § 1101
Revocation or Forfeiture of Charter - Proceedings § 1104
Dissolution or Forfeiture of Charter by Decree of Court - Filing § 1105
 

Insolvency, Receivers, and Trustees
Section Name Section Number
Receivers for Insolvent Corporations - Appointment and Powers § 1106
Title to Property - Filing Order of Appointment - Exception § 1107
Notices to Shareholders and Creditors § 1108
Receivers or Trustees - Inventory - List of Debts and Reports § 1109
Creditors' Proofs of Claims - When Barred - Notice § 1110
Adjudication of Claims - Appeal § 1111
Sale of Perishable or Deteriorating Property § 1112
Compensation, Costs and Expenses of Receiver or Trustee § 1113
Substitution of Trustee or Receiver as Party - Abatement of Actions § 1114
Liens for Wages or Products When Corporation is Insolvent § 1115
Discontinuance of Liquidation § 1116
Compromise or Arrangement Between Corporation and Creditors or Shareholders § 1117
Proceedings Under the Federal Bankruptcy Code - Effectuation § 1118
 

Renewal, Revival, Extension, and Restoration of Certificate of Incorporation or Charter
Section Name Section Number
Revocation of Voluntary Dissolution; Restoration of Expired Certificate of Incorporation § 1119
Revival of Certificate of Incorporation § 1120
Status of Corporation § 1121
 

Suits Against Corporations, Directors, Officers, or Shareholders
Section Name Section Number
Failure of Corporation to Obey Order of Court - Appointment of Receiver § 1122
Failure of Corporation to Obey Writ of Mandamus - Quo Warranto Proceedings for Forfeiture of Charter § 1123
Actions Against Officers, Directors or Shareholders to Enforce Liability of Corporation; Unsatisfied Judgment Against Corporation § 1124
Action by Officer, Director or Shareholder Against Corporation for Corporate Debt Paid § 1125
Shareholder's Derivative Action - Allegation of Stock Ownership § 1126
Liability of Corporation, etc. - Impairment by Certain Transactions § 1127
Defective Organization of Corporation as Defense § 1128
Usury - Pleading by Corporation § 1129
 

Foreign Corporations
Section Name Section Number
Foreign Corporations; Definition; Qualification to do Business in State; Procedure § 1130
Additional Requirements in Case of Change of Name, Mailing Address, Authorized Capital or Business Purpose, or Merger, Consolidation or Conversion § 1131
Exceptions to Requirements § 1132
Change of Registered Agent Upon Whom Process May be Served § 1133
Violations and Penalties § 1134
Withdrawal of Foreign Corporation from State; Procedure; Service of Process on Secretary of State § 1135
Service of Process on Nonqualifying Foreign Corporations § 1136
Actions By and Against Unqualified Foreign Corporations § 1137
Foreign Corporations Doing Business Without Having Qualified - Injunctions § 1138
 

Miscellaneous Provisions
Section Name Section Number
Reservation of Corporate Name § 1139
Trade Names § 1140
Withdrawal of Trade Name - Report § 1140.1
Transfer of Trade Name Ownership - Report § 1140.2
Amending Trade Name Report § 1140.3
Prohibition on Use of Same or Indistinguishable Names - Exceptions § 1141
Filing and Other Service Fees § 1142
Charges for Telephone Assistance Service by Secretary of State § 1142.1
Credit for Payment of Certain Tax § 1142.2
Duplication of Oklahoma General Corporation Act by Secretary of State - Distribution § 1143
Required Filing with the County Clerk Following a Merger or Consolidation, or a Change of Corporate Name § 1144
 

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