APPLICATION OF ACT TO NONSTOCK CORPORATIONS

A. Except as otherwise provided in subsections B and C of this section, the provisions of this chapter shall apply to nonstock corporations in the manner specified in paragraphs 1 through 4 of this subsection:

1. All references to shareholders of the corporation shall be deemed to refer to members of the corporation;

2. All references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation;

3. All references to directors or to members of the board of directors of the corporation shall be deemed to refer to members of the governing body of the corporation; and

4. All references to stock, capital stock, or shares thereof of a corporation authorized to issue capital stock shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.

B. Subsection A of this section shall not apply to:

1. This subsection or to paragraph 4 of subsection A and paragraphs 1 and 2 of subsection B of Section 1006, subsection A of Section 1013, Sections 1027, 1035, 1060 and 1073, subsection B of Section 1075, and Sections 1076, 1077, 1083, 1084, 1085, 1086, 1087, 1092, 1097, 1119 and 1120 of Title 18 of the Oklahoma Statutes, which apply to nonstock corporations by their terms; and

2. Sections 1032, 1033, 1034, 1036, 1037, subsection D of 1038, 1039, 1042, 1043, 1044, 1045, 1046, 1047, 1056, 1057, 1058, 1059, 1061, 1064, 1067, 1075.1, 1078, 1079, 1081, 1082, 1083.1, 1090.3, 1095, 1096, 1130 through 1138, 1142, 1159 and subsection A of 1161 of Title 18 of the Oklahoma Statutes.

C. In the case of a nonprofit, nonstock corporation, subsection A of this section shall not apply to:

1. The sections listed in subsection B of this section; and

2. Paragraph 3 of subsection B of Section 1006, paragraph 2 of subsection A of Section 1030, Sections 1032 through 1055, 1062, subsections A and B of 1063, and 1091 of Title 18 of the Oklahoma Statutes.

D. For purposes of the Oklahoma General Corporation Act:

1. A "charitable nonstock corporation" is any nonprofit nonstock corporation that is exempt from taxation under Section 50l(c)(3) of the United States Internal Revenue Code [26 U.S.C. Section 50l(c)(3)], or any successor provisions;

2. A "membership interest" is, unless otherwise provided in a nonstock corporation's certificate of incorporation, a member's share of the profits and losses of a nonstock corporation, or a member's right to receive distributions of the nonstock corporation's assets, or both;

3. A "nonprofit nonstock corporation" is a nonstock corporation that does not have membership interests;

4. A "nonstock corporation" is any corporation organized under this act that is not authorized to issue capital stock; and

5. The terms "not-for-profit" and "nonprofit" are synonymous.

Added by Laws 2019, c. 88, § 1, eff. Nov. 1, 2019.