Application of act to nonstock corporations

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 this title, which apply to nonstock

corporations by their terms; and

2. Subsection B of Section 1013, Sections 1032, 1033, 1034,

1036, 1037, subsection D of 1038, 1039, 1042, 1043, 1044, 1045,

1046, 1047, Sections 22 and 23 of this act, 1056, 1057, 1058, 1059,

1061, 1064, 1067, 1075.1, 1078, 1079, 1081, 1082, 1083.1, 1090.3,

1095, 1096, 1130 through 1138, and 1142 of this title.

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 this title.

D. For purposes of the Oklahoma General Corporation Act:

Oklahoma Statutes - Title 18. Corporations Page 297

1. A “charitable nonstock corporation” is any nonprofit

nonstock corporation that is exempt from taxation under Section

501(c)(3) of the United States Internal Revenue Code, 26 U.S.C.

Section 501(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

the Oklahoma General Corporation Act that is not authorized to issue

capital stock; and

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