Okla. Stat. tit. 18, § 18-1087: Merger or consolidation of domestic and foreign stock and

nonstock corporations.

MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN

STOCK AND NONSTOCK CORPORATIONS

A. Any one or more domestic corporations, whether stock or

nonstock corporations and whether or not organized for profit, may

merge or consolidate with one or more foreign corporations, unless

the laws of the jurisdiction or jurisdictions under which such

foreign corporation or corporations are organized prohibit such

merger or consolidation. The constituent corporations may merge

into a single surviving corporation, which may be any one of the

constituent corporations, or they may consolidate into a new

resulting corporation formed by the consolidation, which may be a

corporation of the jurisdiction of organization of any one of the

constituent corporations, pursuant to an agreement of merger or

consolidation, as the case may be, complying and approved in

accordance with the provisions of this section. The surviving or

resulting corporation may be either a domestic or foreign stock

corporation or a domestic or foreign nonstock corporation, as shall

be specified in the agreement of merger or consolidation required by

the provisions of subsection B of this section. For purposes of

this section, the term "foreign corporation" includes a nonstock

corporation organized under the laws of any jurisdiction other than

this state.

B. The method and procedure to be followed by the constituent

corporations so merging or consolidating shall be as prescribed in

Section 1086 of this title in the case of domestic corporations.

The agreement of merger or consolidation shall be as provided in

Section 1086 of this title and also set forth such other provisions

or facts as required to be set forth in an agreement of merger or

consolidation, including any provision for amendment of the

certificate of incorporation or equivalent document of a surviving

foreign corporation, by the laws of the jurisdiction or

jurisdictions which are stated in the agreement to be the laws under

which the foreign corporation or corporations are organized. The

agreement, in the case of foreign corporations, shall be adopted,

approved, certified, executed and acknowledged by each of the

constituent foreign corporations in accordance with the laws under

which each is organized.

C. The requirements of the provisions of subsection D of

Section 1082 of this title as to the appointment of the Secretary of

State to receive process and the manner of serving the same in the

event the surviving or resulting corporation is a foreign

corporation shall also apply to mergers or consolidations effected

under this section and such appointment, if any, shall be included

in the certificate of merger or consolidation, if any, filed

pursuant to subsection B of this section. The provisions of

subsection E of Section 1081 of this title shall apply to mergers

effected pursuant to the provisions of this section if the surviving

corporation is a domestic corporation. The provisions of subsection

D of Section 1081 of this title shall apply to any constituent stock

corporation participating in a merger or consolidation pursuant to

the provisions of this section; provided, however, that for purposes

of a constituent nonstock corporation, references to the board of

directors, to shareholders, and to shares shall be deemed to be

references to the governing body of the corporation, to members of

the corporation, and to memberships or membership interests of the

corporation, as applicable, respectively. The provisions of

subsection F of Section 1081 of this title shall apply to any

constituent stock corporation participating in a merger pursuant to

the provisions of this section.

D. Nothing in this section shall be construed to authorize the

merger of a charitable nonstock corporation into a stock

corporation, if the charitable status of such nonstock corporation

s applicable, respectively. The provisions of

subsection F of Section 1081 of this title shall apply to any

constituent stock corporation participating in a merger pursuant to

the provisions of this section.

D. Nothing in this section shall be construed to authorize the

merger of a charitable nonstock corporation into a stock

corporation, if the charitable status of such nonstock corporation

would thereby be lost or impaired but a stock corporation may be

merged into a charitable nonstock corporation which shall continue

as the surviving corporation.