Okla. Stat. tit. 18, § 18-438.24: Mortgages, deeds of trust or pledges - Sale, lease,

etc.

A. The board of trustees of a cooperative shall have full power

and authority, without authorization by the members thereof, to

authorize the execution and delivery of a mortgage or mortgages or a

deed or deeds of trust of, or the pledging or encumbering of, any or

all of the property, assets, rights, privileges, licenses,

franchises and permits of the cooperative, whether acquired or to be

acquired, and wherever situated, as well as the revenues therefrom,

all upon such terms and conditions as the board of trustees shall

determine, to secure any indebtedness of the cooperative to United

States of America or any agency or instrumentality thereof or to any

corporation or financial institution permitted to assist in the

credit and financial needs of rural telephone cooperative

corporations.

B. A cooperative may not otherwise sell, mortgage, lease or

otherwise dispose of or encumber all or a substantial portion of its

property unless such sale, mortgage, lease or other disposition or

encumbrance is authorized by the affirmative vote of not less than

two thirds (2/3) of all the members of the cooperative; provided,

however, that notwithstanding any other provision of Section 438.1

et seq. of this title, or any other provision of law, the board of

trustees may, upon the authorization of a majority of those members

of the cooperative present at a meeting of the members thereof, the

notice of which shall have set forth the proposed action, sell,

lease or otherwise dispose of all or a substantial portion of its

property to another cooperative pursuant to this act or to the

holder or holders of any notes, bonds or other evidences of

indebtedness to United States of America or any agency or

instrumentality thereof or to any corporation or financial

institution permitted to assist in the credit and financial needs of

rural telephone cooperative corporations.