Definitions.

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  4. Definitions.

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Definitions.

In this article:

(1) “Constituent partnership” means a constituent organization that is a partnership;

(2) “Constituent organization” means an organization that is party to a merger;

(3) “Converted organization” means the organization into which a converting organization converts pursuant to Sections 1-902 through 1-905 of this title;

(4) “Converting partnership” means a converting organization that is a partnership;

(5) “Converting organization” means an organization that converts into another organization pursuant to Section 1-902 of this title;

(6) “Governing statute” of an organization means the statute that governs the organization’s internal affairs;

(7) “Organization” means a general partnership, including a limited liability partnership; limited partnership; limited liability company; business trust; corporation; or any other unincorporated association. The term includes domestic and foreign organizations regardless of whether organized for profit;

(8) “Organizational documents” means:

  • (i)for a domestic or foreign general partnership, its partnership agreement;
  • (ii)for a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;
  • (iii)for a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;
  • (iv)for a business trust, its agreement of trust and declaration of trust;
  • (v)for a domestic or foreign corporation for profit, its certificate of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
  • (vi)for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it;

(9) “Personal liability” means personal liability for a debt, liability, or other obligation of an organization, which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

  • (i)by the organization’s governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
  • (ii)by the organization’s organizational documents under a provision of the organization’s governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.

Added by Laws 1997, c. 399, § 47, eff. Nov. 1, 1997. Amended by Laws 2004, c. 255, § 56, eff. Nov. 1, 2004; Laws 2008, c. 253, § 34.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).


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