{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-441-113","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-441-113","heading":"Effect of organic rules","body":"EFFECT OF ORGANIC RULES.\n\n(a) The relations between a limited cooperative association and\n\nits members are consensual. Unless required, limited, or prohibited\n\nby the Uniform Limited Cooperative Association Act of 2009, the\n\norganic rules may provide for any matter concerning the relations\n\namong the members of the association and between the members and the\n\nassociation, the activities of the association, and the conduct of\n\nits activities.\n\n(b) The matters referred to in paragraphs (1) through (11) of\n\nthis subsection may be varied only in the articles of organization.\n\nThe articles may:\n\n(1) State a term of existence for the association under\n\nsubsection (c) of Section 5 of this act;\n\n(2) Limit or eliminate the acceptance of new or additional\n\nmembers by the initial board of directors under subsection (b) of\n\nSection 31 of this act;\n\n(3) Vary the limitations on the obligations and liability of\n\nmembers for association obligations under Section 43 of this act;\n\n(4) Require a notice of an annual members meeting to state a\n\npurpose of the meeting under subsection (b) of Section 47 of this\n\nact;\n\n(5) Vary the board of directors meeting quorum under subsection\n\n(a) of Section 80 of this act;\n\n(6) Vary the matters the board of directors may consider in\n\nmaking a decision under Section 85 of this act;\n\n(7) Specify causes of dissolution under paragraph (1) of\n\nSection 103 of this act;\n\n(8) Delegate amendment of the bylaws to the board of directors\n\npursuant to subsection (f) of Section 37 of this act;\n\n(9) Provide for member approval of asset dispositions under\n\nSection 130 of this act;\n\n(10) Subject to Section 85 of this act, provide for the\n\nelimination or limitation of liability of a director to the\n\nassociation or its members for money damages pursuant to Section 83\n\nof this act;\n\n(11) Provide for permitting or making obligatory\n\nindemnification under subsection (a) of Section 89 of this act; and\n\n(12) Provide for any matters that may be contained in the\n\norganic rules, including those under subsection (c) of this section.\n\n(c) The matters referred to in paragraphs (1) through (25) of\n\nthis subsection may be varied only in the organic rules. The\n\norganic rules may:\n\n(1) Require more information to be maintained under Section 14\n\nof this act or provided to members under subsection (k) of Section\n\n44 of this act;\n\n(2) Provide restrictions on transactions between a member and\n\nan association under Section 15 of this act;\n\n(3) Provide for the percentage and manner of voting on\n\namendments to the organic rules by district, class, or voting group\n\nunder subsection (a) of Section 36 of this act;\n\n(4) Provide for the percentage vote required to amend the\n\nbylaws concerning the admission of new members under paragraph (5)\n\nof subsection (e) of Section 37 of this act;\n\n(5) Provide for terms and conditions to become a member under\n\nSection 41 of this act;\n\n(6) Restrict the manner of conducting members meetings under\n\nsubsection (c) of Section 45 of this act and subsection (e) of\n\nSection 46 of this act;\n\n(7) Designate the presiding officer of members meetings under\n\nsubsection (e) of Section 45 of this act and subsection (g) of\n\nSection 46 of this act;\n\n(8) Require a statement of purposes in the annual meeting\n\nnotice under subsection (b) of Section 47 of this act;\n\n(9) Increase quorum requirements for members meetings under\n\nSection 49 of this act and board of directors meetings under Section\n\n80 of this act;\n\n(10) Allocate voting power among members, including patron\n\nmembers and investor members, and provide for the manner of member\n\nvoting and action as permitted by Sections 50 through 56 of this\n\nact;\n\n(11) Authorize investor members and expand or restrict the\n\ntransferability of members’ interests to the extent provided in\n\nSections 58 through 60 of this act;\n\n(12) Provide for enforcement of a marketing contract under\n\nsubsection (a) of Section 65 of this act;\nbers and investor members, and provide for the manner of member\n\nvoting and action as permitted by Sections 50 through 56 of this\n\nact;\n\n(11) Authorize investor members and expand or restrict the\n\ntransferability of members’ interests to the extent provided in\n\nSections 58 through 60 of this act;\n\n(12) Provide for enforcement of a marketing contract under\n\nsubsection (a) of Section 65 of this act;\n\n(13) Provide for qualification, election, terms, removal,\n\nfilling vacancies, and member approval for compensation of directors\n\nin accordance with Sections 68 through 70, 72, 74, and 75 of this\n\nact;\n\n(14) Restrict the manner of conducting board meetings and\n\ntaking action without a meeting under Sections 76 and 77 of this\n\nact;\n\n(15) Provide for frequency, location, notice and waivers of\n\nnotice for board meetings under Sections 78 and 79 of this act;\n\n(16) Increase the percentage of votes necessary for board\n\naction under subsection (b) of Section 81 of this act;\n\n(17) Provide for the creation of committees of the board of\n\ndirectors and matters related to the committees in accordance with\n\nSection 82 of this act;\n\n(18) Provide for officers and their appointment, designation,\n\nand authority under Section 87 of this act;\n\n(19) Provide for forms and values of contributions under\n\nSection 91 of this act;\n\n(20) Provide for remedies for failure to make a contribution\n\nunder subsection (b) of Section 92 of this act;\n\n(21) Provide for the allocation of profits and losses of the\n\nassociation, distributions, and the redemption or repurchase of\n\ndistributed property other than money in accordance with Sections 93\n\nthrough 96 of this act;\n\n(22) Specify when a member’s dissociation is wrongful and the\n\nliability incurred by the dissociating member for damage to the\n\nassociation under subsections (b) and (c) of Section 99 of this act;\n\n(23) Provide the personal representative, or other legal\n\nrepresentative, of a deceased member or a member adjudged\n\nincompetent with additional rights under Section 101 of this act;\n\n(24) Increase the percentage of votes required for board of\n\ndirector approval of:\n\n(A) a resolution to dissolve under paragraph (1) of\n\nsubsection (a) of Section 106 of this act;\n\n(B) a proposed amendment to the organic rules under\n\nparagraph (1) of subsection (a) of Section 34 of this\n\nact;\n\n(C) a plan of conversion under subsection (a) of Section\n\n136 of this act;\n\n(D) a plan of merger under subsection (a) of Section 140\n\nof this act; and\n\n(E) a proposed disposition of assets under paragraph (1)\n\nof Section 132 of this act; and\n\n(25) Vary the percentage of votes required for members approval\n\nof:\n\n(A) a resolution to dissolve under Section 106 of this\n\nact;\n\n(B) an amendment to the organic rules under Section 37 of\n\nthis act;\n\n(C) a plan of conversion under Section 136 of this act;\n\n(D) a plan of merger under Section 141 of this act; and\n\n(E) a disposition of assets under Section 133 of this act.\n\n(d) The organic rules must address members’ contributions\n\npursuant to Section 90 of this act.","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":"d24996894b123f99aa11854dbdbe3d66ee8a172eb783a03b6ff9bc4ecf5f9154","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-441-112","next":"us-ok/okla.-stat.-tit.-18-18-441-114"},"notice":"GroundRules: Original legal text. Not legal advice."}