{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1077","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1077","heading":"Amendment of certificate of incorporation after receipt","body":"of payment for stock - Nonstock corporations.\n\nAMENDMENT OF CERTIFICATE OF INCORPORATION AFTER RECEIPT OF PAYMENT\n\nFOR STOCK - NONSTOCK CORPORATIONS\n\nA. 1. After a corporation has received payment for any of its\n\ncapital stock, or after a nonstock corporation has members, it may\n\namend its certificate of incorporation, from time to time, in any\n\nand as many respects as may be desired, so long as its certificate\n\nof incorporation as amended would contain only such provisions as it\n\nwould be lawful and proper to insert in an original certificate of\n\nincorporation filed at the time of the filing of the amendment; and\n\nif a change in stock or the rights of shareholders, or an exchange,\n\nreclassification, subdivision, combination, or cancellation of stock\n\nor rights of shareholders is to be made, such provisions as may be\n\nnecessary to effect such change, exchange, reclassification,\n\nsubdivision, combination, or cancellation. In particular, and\n\nwithout limitation upon the general power of amendment, a\n\ncorporation may amend its certificate of incorporation, from time to\n\ntime, so as:\n\na. to change its corporate name,\n\nb. to change, substitute, enlarge or diminish the nature\n\nof its business or its corporate powers and purposes,\n\nc. to increase or decrease its authorized capital stock\n\nor to reclassify the same, by changing the number, par\n\nvalue, designations, preferences, or relative,\n\nparticipating, optional, or other special rights of\n\nthe shares, or the qualifications, limitations or\n\nrestrictions of such rights, or by changing shares\n\nwith par value into shares without par value, or\n\nshares without par value into shares with par value\n\neither with or without increasing or decreasing the\n\nnumber of shares or by subdividing or combining the\n\noutstanding shares of any class or series of a class\n\nof shares into a greater or lesser number of\n\noutstanding shares,\n\nd. to cancel or otherwise affect the right of the holders\n\nof the shares of any class to receive dividends which\n\nhave accrued but have not been declared,\n\ne. to create new classes of stock having rights and\n\npreferences either prior and superior or subordinate\n\nand inferior to the stock of any class then\n\nauthorized, whether issued or unissued,\n\nf. to change the period of its duration, or\n\ng. to delete (1) such provisions of the original\n\ncertificate of incorporation which named the\n\nincorporator or incorporators, the initial board of\n\ndirectors and the original subscribers for shares, and\n\n(2) such provisions contained in any amendment to the\n\ncertificate of incorporation as were necessary to\n\neffect a change, exchange, reclassification,\n\nsubdivision, combination or cancellation of stock, if\n\nsuch change, exchange, reclassification, subdivision,\n\ncombination or cancellation has become effective.\n\n2. Any or all changes or alterations provided for in paragraph\n\n1 of this subsection may be effected by one certificate of\n\namendment.\n\nB. Every amendment authorized by the provisions of subsection A\n\nof this section shall be made and effected in the following manner:\n\n1. If the corporation has capital stock, its board of directors\n\nshall adopt a resolution setting forth the amendment proposed,\n\ndeclaring its advisability, and either calling a special meeting of\n\nthe shareholders entitled to vote in respect thereof for the\n\nconsideration of the amendment or directing that the amendment\n\nproposed be considered at the next annual meeting of shareholders;\n\nprovided, however, that unless otherwise expressly required by the\n\ncertificate of incorporation, no meeting or vote of shareholders\n\nshall be required to adopt an amendment that effects only changes\n\ndescribed in paragraph (a) or (g) of subsection A of this section.\n\nThe special or annual meeting shall be called and held upon notice\n\nin accordance with the provisions of Section 1067 of this title.\n\nThe notice shall set forth the amendment in full or a brief summary\nrtificate of incorporation, no meeting or vote of shareholders\n\nshall be required to adopt an amendment that effects only changes\n\ndescribed in paragraph (a) or (g) of subsection A of this section.\n\nThe special or annual meeting shall be called and held upon notice\n\nin accordance with the provisions of Section 1067 of this title.\n\nThe notice shall set forth the amendment in full or a brief summary\n\nof the changes to be effected thereby, unless such notice\n\nconstitutes a notice of Internet availability of proxy materials\n\nunder the rules promulgated under the Securities Exchange Act of\n\n1934. At the meeting a vote of the shareholders entitled to vote\n\nthereon shall be taken for and against any proposed amendment that\n\nrequires adoption by shareholders. If no vote of shareholders is\n\nrequired to effect such amendment, or if a majority of the\n\noutstanding stock entitled to vote thereon, and a majority of the\n\noutstanding stock of each class entitled to vote thereon as a class,\n\nhas been voted in favor of the amendment, a certificate setting\n\nforth the amendment and certifying that the amendment has been duly\n\nadopted in accordance with the provisions of this section shall be\n\nexecuted, acknowledged and filed and shall become effective in\n\naccordance with the provisions of Section 1007 of this title.\n\n2. The holders of the outstanding shares of a class shall be\n\nentitled to vote as a class upon a proposed amendment, whether or\n\nnot entitled to vote thereon by the provisions of the certificate of\n\nincorporation, if the amendment would increase or decrease the\n\naggregate number of authorized shares of the class, increase or\n\ndecrease the par value of the shares of the class, or alter or\n\nchange the powers, preferences or special rights of the shares of\n\nthe class so as to affect them adversely. If any proposed amendment\n\nwould alter or change the powers, preferences or special rights of\n\none or more series of any class so as to affect them adversely, but\n\nshall not so affect the entire class, then only the shares of the\n\nseries so affected by the amendment shall be considered a separate\n\nclass for the purposes of this paragraph. The number of authorized\n\nshares of any such class or classes of stock may be increased or\n\ndecreased, but not below the number of shares thereof then\n\noutstanding, by the affirmative vote of the holders of a majority of\n\nthe stock of the corporation entitled to vote irrespective of the\n\nprovisions of this paragraph, if so provided in the original\n\ncertificate of incorporation, in any amendment thereto which created\n\nthe class or classes of stock or which was adopted prior to the\n\nissuance of any shares of the class or classes of stock, or in any\n\namendment thereto which was authorized by a resolution or\n\nresolutions adopted by the affirmative vote of the holders of a\n\nmajority of the class or classes of stock.\n\n3. If the corporation is a nonstock corporation, then the\n\ngoverning body thereof shall adopt a resolution setting forth the\n\namendment proposed and declaring its advisability. If a majority of\n\nall the members of the governing body shall vote in favor of the\n\namendment, a certificate thereof shall be executed, acknowledged and\n\nfiled and shall become effective in accordance with the provisions\n\nof Section 1007 of this title. The certificate of incorporation of\n\nany nonstock corporation may contain a provision requiring an\n\namendment thereto to be approved by a specified number or percentage\n\nof the members or of any specified class of members of the\n\ncorporation in which event the proposed amendment shall be submitted\n\nto the members or to any specified class of members of the\n\ncorporation in the same manner, so far as applicable, as is provided\n\nfor in this section for an amendment to the certificate of\n\nincorporation of a stock corporation; and in the event of the\n\nadoption thereof by the members, a certificate evidencing the\nmembers of the\n\ncorporation in which event the proposed amendment shall be submitted\n\nto the members or to any specified class of members of the\n\ncorporation in the same manner, so far as applicable, as is provided\n\nfor in this section for an amendment to the certificate of\n\nincorporation of a stock corporation; and in the event of the\n\nadoption thereof by the members, a certificate evidencing the\n\namendment shall be executed, acknowledged and filed and shall become\n\neffective in accordance with the provisions of Section 1007 of this\n\ntitle.\n\n4. Whenever the certificate of incorporation shall require\n\naction by the board of directors of a corporation other than a\n\nnonstock corporation or by the governing body of a nonstock\n\ncorporation, by the holders of any class or series of shares or by\n\nthe members, or by the holders of any other securities having voting\n\npower, the vote of a greater number or proportion than is required\n\nby the provisions of the Oklahoma General Corporation Act, the\n\nprovision of the certificate of incorporation requiring a greater\n\nvote shall not be altered, amended, or repealed except by a greater\n\nvote.\n\nC. The resolution authorizing a proposed amendment to the\n\ncertificate of incorporation may provide that at any time prior to\n\nthe effectiveness of the filing of the amendment with the Secretary\n\nof State, notwithstanding authorization of the proposed amendment by\n\nthe shareholders of the corporation or by the members of a nonstock\n\ncorporation, the board of directors or governing body may abandon\n\nthe proposed amendment without further action by the shareholders or\n\nmembers.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"69007619ef90573cd25844c1c5131bcad93c9ddeea653f29573637a3bffd5017","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1076","next":"us-ok/okla.-stat.-tit.-18-18-1078"},"notice":"GroundRules: Original legal text. Not legal advice."}