{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1084","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1084","heading":"Merger or consolidation of domestic nonstock not for","body":"profit corporations.\n\nMERGER OR CONSOLIDATION OF DOMESTIC NONSTOCK\n\nNOT FOR PROFIT CORPORATIONS\n\nA. Any two or more nonstock domestic corporations, whether or\n\nnot organized for profit, may merge into a single corporation, which\n\nmay be any one of the constituent corporations, or they may\n\nconsolidate into a new nonstock corporation, whether or not\n\norganized for profit, formed by the consolidation, pursuant to an\n\nagreement of merger or consolidation, as the case may be, complying\n\nand approved in accordance with the provisions of this section.\n\nB. Subject to subsection D of this section:\n\n1. The governing body of each corporation which desires to\n\nmerge or consolidate shall adopt a resolution approving an agreement\n\nof merger or consolidation. The agreement shall state:\n\na. the terms and conditions of the merger or\n\nconsolidation,\n\nb. the mode of carrying the same into effect,\n\nc. in the case of a merger, such amendments or changes in\n\nthe certificate of incorporation of the surviving\n\ncorporation as are desired to be effected by the\n\nmerger, which amendments or changes may amend and\n\nrestate the certificate of incorporation of the\n\nsurviving corporation in its entirety, or, if no such\n\namendments or changes are desired, a statement that\n\nthe certificate of incorporation of the surviving\n\ncorporation shall be its certificate of incorporation,\n\nd. in the case of a consolidation, that the certificate\n\nof incorporation of the resulting corporation shall be\n\nas is set forth in an attachment to the agreement,\n\ne. the manner, if any, of converting the memberships or\n\nmembership interests of each of the constituent\n\ncorporations into memberships or membership interests\n\nof the corporation surviving or resulting from the\n\nmerger or consolidation, or of canceling some or all\n\nof the memberships or membership interests if any\n\nmemberships or membership interests of any of the\n\nconstituent corporations are not to remain\n\noutstanding, to be converted solely into memberships\n\nor membership interests of the surviving or resulting\n\ncorporation or to be cancelled, the cash, property,\n\nrights or securities of any other corporation or\n\nentity which the holders of such memberships or\n\nmembership interests are to receive in exchange for,\n\nor upon conversion of, such memberships or membership\n\ninterests, which cash, property, rights or securities\n\nof any other corporation or entity may be in addition\n\nto or in lieu of memberships or membership interests\n\nto the surviving or resulting corporation, and\n\nf. other details or provisions as are deemed desirable\n\nincluding, without limiting the generality of the\n\nforegoing, a provision for the payment of cash in lieu\n\nof the issuance or recognition of fractional shares,\n\nrights or other securities of any other corporation or\n\nentity the shares, rights or other securities of which\n\nare to be received in the merger or consolidation or\n\nfor some other arrangement with respect thereto,\n\nconsistent with Section 1036 of this title; and\n\n2. The agreement so adopted shall be executed and acknowledged\n\nin accordance with Section 1007 of this title. Any of the terms of\n\nthe agreement of merger or consolidation may be made dependent upon\n\nfacts ascertainable outside of the agreement; provided, that the\n\nmanner in which the facts shall operate upon the terms of the\n\nagreement is clearly and expressly set forth in the agreement of\n\nmerger or consolidation. The term \"facts\" as used in this\n\nparagraph, includes, but is not limited to, the occurrence of any\n\nevent, including a determination or action by any person or body,\n\nincluding the corporation.\n\nC. Subject to subsection D of this section, the agreement shall\n\nbe submitted to the members of each constituent corporation at an\n\nannual or special meeting for the purpose of acting on the\n\nagreement. Due notice of the time, place, and purpose of the\nevent, including a determination or action by any person or body,\n\nincluding the corporation.\n\nC. Subject to subsection D of this section, the agreement shall\n\nbe submitted to the members of each constituent corporation at an\n\nannual or special meeting for the purpose of acting on the\n\nagreement. Due notice of the time, place, and purpose of the\n\nmeeting shall be mailed to each member of each corporation who has\n\nthe right to vote for the election of the members of the governing\n\nbody of the corporation and to each other member who is entitled to\n\nvote on the merger under the certificate of incorporation or the\n\nbylaws of such corporation, at the member's address as it appears on\n\nthe records of the corporation at least twenty (20) days prior to\n\nthe date of the meeting. The notice shall contain a copy of the\n\nagreement or a brief summary thereof, as the governing body shall\n\ndeem advisable. At the meeting, the agreement shall be considered\n\nand a vote, in person or by proxy, taken for the adoption or\n\nrejection of the agreement. If the agreement is adopted by a\n\nmajority of the members of each corporation entitled to vote for the\n\nelection of the members of the governing body of the corporation and\n\nany other members entitled to vote on the merger under the\n\ncertificate of incorporation or the bylaws of such corporation, then\n\nthat fact shall be certified on the agreement by the officer of each\n\ncorporation performing the duties ordinarily performed by the\n\nsecretary or assistant secretary of a corporation; provided that\n\nsuch certification on the agreement shall not be required if a\n\ncertificate of merger or consolidation is filed in lieu of filing\n\nthe agreement. The agreement shall be adopted and certified by each\n\nconstituent corporation in accordance with this section, and it\n\nshall be filed and shall become effective in accordance with the\n\nprovisions of Section 1007 of this title. The provisions of\n\nparagraphs 1 through 6 of subsection C of Section 1081 of this title\n\nshall apply to a merger or consolidation under this section, and the\n\nreference therein to \"shareholder\" shall be deemed to include\n\n\"member\" hereunder.\n\nD. Notwithstanding subsection B or C of this section, if, under\n\nthe provisions of the certificate of incorporation or the bylaws of\n\nany one or more of the constituent corporations, there shall be no\n\nmembers who have the right to vote for the election of the members\n\nof the governing body of the corporation, or for the merger, other\n\nthan the members of the governing body themselves, no further action\n\nby the governing body or the members of such corporation shall be\n\nnecessary if the resolution approving an agreement of merger or\n\nconsolidation has been adopted by a majority of all the members of\n\nthe governing body thereof, and that fact shall be certified on the\n\nagreement in the same manner as is provided in the case of the\n\nadoption of the agreement by the vote of the members of a\n\ncorporation; provided that such certification on the agreement shall\n\nnot be required if a certificate of merger or consolidation is filed\n\nin lieu of filing the agreement, and thereafter the same procedure\n\nshall be followed to consummate the merger or consolidation.\n\nE. The provisions of subsection D of Section 1081 of this title\n\nshall apply to a merger under this section; provided, however, that\n\nreferences to the board of directors, to shareholders, and to shares\n\nof a constituent corporation shall be deemed to be references to the\n\ngoverning body of the corporation, to members of the corporation,\n\nand to memberships or membership interests, as applicable,\n\nrespectively.\n\nF. The provisions of subsection E of Section 1081 of this title\n\nshall apply to a merger pursuant to the provisions of this section.\n\nG. Nothing in this section shall be construed to authorize the\nstituent corporation shall be deemed to be references to the\n\ngoverning body of the corporation, to members of the corporation,\n\nand to memberships or membership interests, as applicable,\n\nrespectively.\n\nF. The provisions of subsection E of Section 1081 of this title\n\nshall apply to a merger pursuant to the provisions of this section.\n\nG. Nothing in this section shall be construed to authorize the\n\nmerger of a charitable nonstock corporation into a nonstock\n\ncorporation if the charitable nonstock corporation would thereby\n\nhave its charitable status lost or impaired; but a nonstock\n\ncorporation may be merged into a charitable nonstock corporation\n\nwhich shall continue as the surviving corporation.","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":"5a971308c8c3043b862705483cfa8a154793f6ad1d5140fe61c1b885c9440db7","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1083.1","next":"us-ok/okla.-stat.-tit.-18-18-1085"},"notice":"GroundRules: Original legal text. Not legal advice."}