{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-441-405","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-441-405","heading":"Approval of amendment","body":"APPROVAL OF AMENDMENT.\n\n(a) Subject to Section 36 of this act and subsections (c) and\n\n(d) of this section, an amendment to the articles of organization\n\nmust be approved by:\n\n(1) At least two-thirds (2/3) of the voting power of members\n\npresent at a members meeting called under Section 34 of this act;\n\nand\n\n(2) If the limited cooperative association has investor\n\nmembers, at least a majority of the votes cast by patron members,\n\nunless the organic rules require a greater percentage vote by patron\n\nmembers.\n\n(b) Subject to Section 36 of this act and subsections (c), (d),\n\n(e) and (f) of this section, an amendment to the bylaws must be\n\napproved by:\n\n(1) At least a majority vote of the voting power of all members\n\npresent at a members meeting called under Section 34 of this act,\n\nunless the organic rules require a greater percentage; and\n\n(2) If a limited cooperative association has investor members,\n\na majority of the votes cast by patron members, unless the organic\n\nrules require a larger affirmative vote by patron members.\n\n(c) The organic rules may require that the percentage of votes\n\nunder paragraph (1) of subsection (a) of this section or paragraph\n\n(1) of subsection (b) of this section be:\n\n(1) A different percentage that is not less than a majority of\n\nmembers voting at the meeting;\n\n(2) Measured against the voting power of all members; or\n\n(3) A combination of paragraphs (1) and (2) of this subsection.\n\n(d) Consent in a record by a member must be delivered to a\n\nlimited cooperative association before delivery of an amendment to\n\nthe articles of organization or restated articles of organization\n\nfor filing pursuant to Section 39 of this act, if as a result of the\n\namendment the member will have:\n\n(1) Personal liability for an obligation of the association; or\n\n(2) An obligation or liability for an additional contribution.\n\n(e) The vote required to amend bylaws must satisfy the\n\nrequirements of subsection (a) of this section if the proposed\n\namendment modifies:\n\n(1) The equity capital structure of the limited cooperative\n\nassociation, including the rights of the association’s members to\n\nshare in profits or distributions, or the relative rights,\n\npreferences, and restrictions granted to or imposed upon one or more\n\ndistricts, classes, or voting groups of similarly situated members;\n\n(2) The transferability of a member’s interest;\n\n(3) The manner or method of allocation of profits or losses\n\namong members;\n\n(4) The quorum for a meeting and the rights of voting and\n\ngovernance; or\n\n(5) Unless otherwise provided in the organic rules, the terms\n\nfor admission of new members.\n\n(f) Except for the matters described in subsection (e) of this\n\nsection, the articles of organization may delegate amendment of all\n\nor a part of the bylaws to the board of directors without requiring\n\nmember approval.\n\n(g) If the articles of organization delegate amendment of\n\nbylaws to the board of directors, the board shall provide a\n\ndescription of any amendment of the bylaws made by the board to the\n\nmembers in a record not later than thirty (30) days after the\n\namendment, but the description may be provided at the next annual\n\nmembers meeting if the meeting is held within the thirty-day period.","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":"84b23317c687f40a4f8dc1412e3c92e4e59e75b0936f02e4c7c981bf72e18c9b","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-441-404","next":"us-ok/okla.-stat.-tit.-18-18-441-406"},"notice":"GroundRules: Original legal text. Not legal advice."}