Okla. Stat. tit. 18, § 18-441-405: Approval of amendment

APPROVAL OF AMENDMENT.

(a) Subject to Section 36 of this act and subsections (c) and

(d) of this section, an amendment to the articles of organization

must be approved by:

(1) At least two-thirds (2/3) of the voting power of members

present at a members meeting called under Section 34 of this act;

and

(2) If the limited cooperative association has investor

members, at least a majority of the votes cast by patron members,

unless the organic rules require a greater percentage vote by patron

members.

(b) Subject to Section 36 of this act and subsections (c), (d),

(e) and (f) of this section, an amendment to the bylaws must be

approved by:

(1) At least a majority vote of the voting power of all members

present at a members meeting called under Section 34 of this act,

unless the organic rules require a greater percentage; and

(2) If a limited cooperative association has investor members,

a majority of the votes cast by patron members, unless the organic

rules require a larger affirmative vote by patron members.

(c) The organic rules may require that the percentage of votes

under paragraph (1) of subsection (a) of this section or paragraph

(1) of subsection (b) of this section be:

(1) A different percentage that is not less than a majority of

members voting at the meeting;

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.

(d) Consent in a record by a member must be delivered to a

limited cooperative association before delivery of an amendment to

the articles of organization or restated articles of organization

for filing pursuant to Section 39 of this act, if as a result of the

amendment the member will have:

(1) Personal liability for an obligation of the association; or

(2) An obligation or liability for an additional contribution.

(e) The vote required to amend bylaws must satisfy the

requirements of subsection (a) of this section if the proposed

amendment modifies:

(1) The equity capital structure of the limited cooperative

association, including the rights of the association’s members to

share in profits or distributions, or the relative rights,

preferences, and restrictions granted to or imposed upon one or more

districts, classes, or voting groups of similarly situated members;

(2) The transferability of a member’s interest;

(3) The manner or method of allocation of profits or losses

among members;

(4) The quorum for a meeting and the rights of voting and

governance; or

(5) Unless otherwise provided in the organic rules, the terms

for admission of new members.

(f) Except for the matters described in subsection (e) of this

section, the articles of organization may delegate amendment of all

or a part of the bylaws to the board of directors without requiring

member approval.

(g) If the articles of organization delegate amendment of

bylaws to the board of directors, the board shall provide a

description of any amendment of the bylaws made by the board to the

members in a record not later than thirty (30) days after the

amendment, but the description may be provided at the next annual

members meeting if the meeting is held within the thirty-day period.