Read the full stored bill text
An Act
ENROLLED SENATE
BILL NO. 1534 By: Haste of the Senate
and
Moore of the House
An Act relating to corporations; amending 18 O.S.
2021, Sections 552.2, 552.3, 552.4, and 552.14a,
which relate to the Oklahoma Solicitation of
Charitable Contributions Act; modifying definitions;
defining terms; requiring charitable organization to
provide certain information to the Secretary of
State; modifying applicability of act to certain
organizations and institutions; authorizing
charitable organizations to enter into certain
consent judgments; specifying proper court
jurisdiction to enforce certain compliance; providing
exceptions to certain prohibited disclosures;
defining term; specifying certain duties for director
or officer of charitable nonprofit corporation;
amending 18 O.S. 2021, Sections 1004.1 and 1027, as
amended by Sections 9 and 16, Chapter 120, O.S.L.
2024, and 1029 (18 O.S. Supp. 2025, Sections 1004.1
and 1027), which relate to the Oklahoma General
Corporation Act; modifying applicability of certain
provisions; modifying definition; modifying required
number of members of boards of directors of certain
corporations; prohibiting certain actions by
charitable nonprofit corporations; providing for
certain liability; updating statutory language;
updating statutory references; providing for
codification; and providing an effective date.
SUBJECT: Charitable nonprofit entities
ENR. S. B. NO. 1534 Page 2
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 18 O.S. 2021, Section 552.2, is
amended to read as follows:
Section 552.2. As used in the Oklahoma Solicitation of
Charitable Contributions Act:
1. “Person” means any individual, organization, group,
association, partnership, corporation, limited liability company,
trust, or other entity, except as otherwise provided in Section
552.1 et seq. of this title;
2. “Charitable organization” means any person soliciting
contributions in this state, other than a natural person, that is
described in Section 501(c) of Title 26 of the United States Code,
that solicits contributions as described in this act and that is
organized and operated primarily for religious, charitable,
scientific, literary, educational, artistic, cultural, economic
development, civic improvement, testing for public safety, research,
humanitarian, animal welfare, recreational, or environmental
protection purposes; to foster national or international amateur
sports competition, but only if no part of its activities involves
the provision of athletic facilities or equipment; to prevent
cruelty to children, the elderly, identified populations, or
animals; to relieve poverty, hunger, or homelessness; to support law
enforcement or citizen protection organizations or agencies; or to
provide emergency relief a charitable purpose. “Charitable
organization” shall also include a natural person representing
himself or herself as a charitable organization or purporting to act
on behalf of a charitable organization or a charitable purpose;
2. “Charitable purpose” means religious, charitable,
scientific, literary, educational, artistic, cultural, economic
development, civic improvement, testing for public safety, research,
humanitarian, animal welfare, recreational, or environmental
protection purposes; to foster national or international amateur
sports competition, but only if no part of its activities involves
the provision of athletic facilities or equipment; to prevent
cruelty to children, the elderly, identified populations, or
animals; to relieve poverty, hunger, or homelessness; to support law
ENR. S. B. NO. 1534 Page 3
enforcement or citizen protection organizations or agencies; or to
provide emergency relief;
3. “Contribution” means the promise, gift, donation, payment,
pledge, or grant of any money or property of any kind or value,
including any contribution for operations, capital, endowment,
reserves, dues, memberships, program support, naming opportunities,
or other uses. Contribution does not include a payment for goods,
services, admission to a museum, performances or programs sold or
provided by a charitable organization, if the payment does not
exceed the bona fide fair market value of the goods or services
provided;
4. “Form 990” means a return of an organization that is exempt
from federal income tax. Form 990 includes, but is not limited to,
Form 990, Form 990-N, Form 990-PF, and other similar returns as
required by federal law;
5. “Person” means any individual, organization, group,
association, partnership, corporation, limited liability company,
trust, or other entity, except as otherwise provided in Section
552.1 et seq. of this title;
6. “Professional fundraiser” means any person who for
compensation or other consideration plans, conducts or manages in
this state the solicitation of contributions for or on behalf of any
charitable organization, or who engages in the business of or holds
himself or herself out to persons in this state as independently
engaged in the business of soliciting contributions for such
purpose. For purposes of this act, professional fundraiser does not
include an employee of a charitable organization who engages in such
activities for the charitable organization for which he or she is
employed; nor does it include any volunteer who receives no payment,
compensation, or remuneration of any kind for soliciting any
contributions; provided, a volunteer may receive credit for
fulfilling any community service requirement of an educational
institution or government agency. In addition, for this purpose
consideration does not include incidental benefits that might be
received by a noncompensated person, such as meals, supplies, or
similar support, and does not include reimbursement for expenses
incurred by any noncompensated person in his or her solicitation
activities;
ENR. S. B. NO. 1534 Page 4
7. “Professional fundraising counsel” means any person that
provides, for compensation or other consideration, services,
including planning, organizing, or managing any solicitation, to a
charitable organization, as long as such person does not:
a. directly or indirectly solicit contributions alone or
through its employees and agents, or
b. accept, receive, hold, have access to, maintain,
manage, invest, or control any contribution generated
by the solicitation activity.
However, professional fundraising counsel does not include an
employee or volunteer of a charitable organization who is providing
such services on behalf of the charitable organization;
5. 8. “Professional solicitor” means any person that is either
located within this state or that is soliciting contributions from
any person in this state and who is employed or retained for
compensation or other consideration by a professional fundraiser to
solicit contributions for or on behalf of any charitable
organization. Professional solicitor does not include an employee
of a charitable organization who is engaged in such activities for
the charitable organization for which he or she is employed; nor
does it include a volunteer who engages in such activities for the
charitable organization for which he or she volunteers if the
volunteer receives no payment, compensation, or remuneration of any
kind for soliciting any contributions; provided, a volunteer may
receive credit for fulfilling any community service requirement of
an educational institution or government agency. In addition, for
this purpose consideration does not include incidental benefits that
might be received by a noncompensated person, such as meals,
supplies, or similar support, and does not include reimbursement for
expenses incurred by any noncompensated person in his or her
solicitation activities;
6. “Professional fundraising counsel” means any person that
provides, for compensation or other consideration, services,
including planning, organizing or managing any solicitation, to a
charitable organization, as long as such person does not:
ENR. S. B. NO. 1534 Page 5
a. directly or indirectly solicit contributions alone or
through its employees and agents, or
b. accept, receive, hold, have access to, maintain,
manage, invest, or control any contribution generated
by the solicitation activity.
However, professional fundraising counsel does not include an
employee or volunteer of a charitable organization who is providing
such services on behalf of the charitable organization; and
7. 9. “Solicitation” means the request or appeal for any
contribution on the plea or representation that such contribution
will be used by or on behalf of a charitable organization; and
8. “Form 990” means a return of an organization that is exempt
from federal income tax. Form 990, includes, but is not limited to,
Form 990, Form 990-N, Form 990-PF, and other similar returns as
required by federal law.
SECTION 2. AMENDATORY 18 O.S. 2021, Section 552.3, is
amended to read as follows:
Section 552.3. A. No charitable organization that is either
located within this state or that is soliciting contributions from
any person in this state, except those specifically exempt under
Section 552.4 of this title, shall solicit contributions until the
charitable organization shall have registered with the Office of the
Secretary of State and filed information, as required by the
Oklahoma Solicitation of Charitable Contributions Act, on forms
approved by that office. At the time of registration, each
charitable organization, except as otherwise provided in this
section, shall pay a fee of Sixty-five Dollars ($65.00). The first
Fifteen Dollars ($15.00) of the fee shall be deposited to the credit
of the General Revenue Fund of the State Treasury. Thirty-four
Dollars ($34.00) of the fee shall be deposited to the credit of the
Attorney General Charitable Solicitations Enforcement Revolving Fund
and the remaining Sixteen Dollars ($16.00) shall be deposited to the
credit of the Secretary of State Charitable Solicitations Revolving
Fund. Provided, a charitable organization whose contributions
during the previous registration period did not exceed Ten Thousand
Dollars ($10,000.00) or if this is the charitable organization’s
ENR. S. B. NO. 1534 Page 6
first registration period and the anticipated contributions for the
current registration period are not expected to exceed Ten Thousand
Dollars ($10,000.00), shall pay a fee of Fifteen Dollars ($15.00) of
which Ten Dollars ($10.00) shall be deposited to the credit of the
Attorney General Charitable Solicitations Enforcement Revolving Fund
and the remaining Five Dollars ($5.00) shall be deposited to the
credit of the Secretary of State Charitable Solicitations Revolving
Fund. Each charitable organization that is required to register
under this act shall register annually with the Secretary of State
by the date that the charitable organization files its Form 990 or
by the date, plus extensions, that it is required to file its Form
990, whichever occurs first. Registration shall not be deemed to
constitute an endorsement by the state or by the Secretary of State
of any charitable organization or the proposed uses of the funds
solicited. The information so filed shall be available to the
general public. The charitable organization shall provide the
following information on the required forms:
1. The legal name of the charitable organization, any trade
names that the charitable organization uses, any other name the
organization may be identified or known as, and any distinctive
names the organization uses for purposes of solicitation of
contributions;
2. The mailing address of the charitable organization;
3. The federal tax identification number of a charitable
organization that is not a natural person, if any;
4. The name and mailing address of:
a. each officer, director, trustee, and/or or equivalent,
and
b. each salaried executive employee of the charitable
organization;
4. 5. The name and mailing address of:
a. each professional fundraiser or professional solicitor
that will have custody of the contributions, and
ENR. S. B. NO. 1534 Page 7
b. each person associated with a professional fundraiser,
professional solicitor or charitable organization that
is directly responsible for the payment and
distribution of funds collected;
5. 6. The name and mailing address of each professional
fundraising counsel utilized by the charitable organization;
6. 7. For charitable organizations that register for the first
time, a statement of whether or not the charitable organization
believes contributions for the first year of registration will
exceed Ten Thousand Dollars ($10,000.00);
7. 8. The purposes for which the contributions solicited are to
be used;
8. 9. For the initial registration of a newly formed charitable
organization, a copy of a letter from the Internal Revenue Service,
or other evidence, showing that such organization is exempt from
federal income taxation; or, for a charitable organization that has
applied for federal income tax exemption with the Internal Revenue
Service but has not yet received a determination; or, for a
charitable organization that has not applied for federal income tax
exemption with the Internal Revenue Service or is not required to
apply for federal income tax exemption, evidence showing that said
the charitable organization is organized in any state or
jurisdiction as a not-for-profit entity;
9. 10. An identification of the period of time or periods
during which solicitations are to be conducted, which may be
specific periods, estimated or projected time frames, or continuous,
and which may involve different periods for different types of
solicitations by the same charitable organization;
10. 11. An identification of the specific method or methods of
solicitation utilized by the charitable organization and its agents;
11. 12. Whether the solicitation is to be conducted by the
following for or on behalf of the charitable organization:
professional fundraisers, employees or volunteers of the charitable
organization, and/or or others; and
ENR. S. B. NO. 1534 Page 8
12. 13. If the solicitation is to be conducted in whole or in
part by professional fundraisers, the names and addresses of each
professional fundraiser involved in the solicitation; the basis of
payment or other consideration payable to each professional
fundraiser and the nature of the arrangements between the charitable
organization and each professional fundraiser, the specific amount,
formula or percentage of compensation, or property of any kind or
value to be paid or provided to each professional fundraiser; and if
payment is based on a percentage, the amount of compensation as a
percentage of the total contributions received, and the net amount
of the total contributions received (total, which equals total
contributions received, less expenses of solicitation other than
amounts payable to any professional fundraiser) fundraiser.
B. In addition to the required information in subsection A of
this section, every charitable organization subject to the
provisions of the Oklahoma Solicitation of Charitable Contributions
Act that has solicited contributions during the previous fiscal year
shall provide the following information:
1. The gross amount of the contributions, gifts, grants and
other similar amounts received by the charitable organization;
2. The total Program Service Expenses of the charitable
organization;
3. The total Management and General Expenses of the charitable
organization;
4. The total Fundraising Expenses of the charitable
organization; and
5. The aggregate amount paid, or payable, to professional
fundraisers and professional fundraising counsel.
C. Any registration form required to be filed under this
section shall be executed by signature, without more, of the person
or persons signing the form, in which case the signature or
signatures shall constitute the affirmation of the signatory, under
penalty of perjury, that the signature is that person’s act and deed
or the act and deed of the organization, and that the facts stated
therein are true.
ENR. S. B. NO. 1534 Page 9
D. If a charitable organization that is registered with the
Secretary of State to solicit contributions in this state changes
its name or the mailing address of its principal office, or plans to
engage in the solicitation of contributions using a name that is not
listed on its registration form, then it shall, prior to soliciting
any funds in this state using any such name, file with the Secretary
of State a statement executed by an authorized officer of the
organization setting forth any new name and mailing address along
with a fee of Twenty-five Dollars ($25.00). Such fee shall be
deposited to the credit of the General Revenue Fund of the State
Treasury.
E. Any fraternal or membership organization not based in
Oklahoma which solicits contributions from any person of this state
by telephone, or contracts with professional fundraisers to solicit
such contributions, shall be required to have at least one member or
employee of the fraternal or membership organization residing within
the county where the call is received.
SECTION 3. AMENDATORY 18 O.S. 2021, Section 552.4, is
amended to read as follows:
Section 552.4. Except as otherwise specifically provided in the
Oklahoma Solicitation of Charitable Contributions Act, the
provisions of Sections 552.3 of this title shall not apply to the
following persons:
1. Organizations incorporated for religious purposes and
actually engaged in bona fide religious programs, and other
organizations directly operated, supervised, or controlled by a
Churches and other religious organization organizations determined
by the Internal Revenue Service to be exempt from filing a federal
annual information return pursuant to 26 U.S.C., Section
6033(a)(3)(A)(i), (a)(3)(A)(iii), or (a)(3)(C)(i), including any
such organization that is a self-declared church or religious
organization pursuant to 26 U.S.C., Section 508(c)(1)(A);
2. Educational institutions that have a faculty, regularly
enrolled students and offer courses of study leading to the granting
of recognized degrees when solicitations of contributions are
primarily confined to its student body and their families, alumni,
ENR. S. B. NO. 1534 Page 10
faculty, and trustees and any 501(c)(3) organization authorized by
and having an established identity with such institutions when
solicitations of contributions are primarily confined to the
educational institution’s student body and their families, alumni,
faculty, and trustees;
3. Fraternal organizations, when soliciting from their own
members, and patriotic and civic organizations, when solicitation of
contributions is confined to the membership of said such
organizations, and the solicitation is managed by their own
membership without paid solicitors; and
4. Persons soliciting contributions for a named individual
person, when such individual person is specified by name at the time
of solicitation, the purpose for such contribution is clearly
stated, and if the gross contributions collected, without any
deductions whatsoever for the benefit of the solicitor or any other
person, be deposited directly to an account in the name of the
beneficiary established for that purpose at a licensed local bank,
and if such contributions are used for the direct benefit of the
named individual person as beneficiary.
SECTION 4. AMENDATORY 18 O.S. 2021, Section 552.14a, is
amended to read as follows:
Section 552.14a. A. Applicable to charitable organizations,
professional fundraisers and professional solicitors, the following
shall constitute violations of this act:
1. Knowingly making any false material statement or
representation on a registration application;
2. Using the name of a person when soliciting contributions or
in an advertisement, brochure, stationery or correspondence, without
the consent or approval of such person, other than an officer,
director or trustee of the charitable organization by or for which
contributions are solicited. This paragraph shall not apply to the
use of the name of a person that has contributed to or sponsored an
event or program of the charitable organization in a report,
brochure, program, or listing of donors, contributors, sponsors, or
supporters issued or published by a charitable organization. This
paragraph shall not apply to the use of a public figure’s name
ENR. S. B. NO. 1534 Page 11
and/or or likeness truthfully and in good faith, so as long as such
use does not imply a false endorsement;
3. Knowingly using, in connection with solicitation of
contributions for the purpose of deceiving the public, a name
similar to other charitable organizations, professional fundraiser,
professional solicitor or government agency or political
subdivision;
4. Failing to register as required pursuant to Sections Section
552.3, 552.7 or 552.9, as applicable, of Title 18 of the Oklahoma
Statutes this title unless otherwise exempted by this act;
5. Employing in any solicitation or collection of contributions
for a charitable organization any device, scheme or artifice to
defraud or for obtaining money or property by means of any false
pretense, representation or promise; and
6. Failing or refusing to supply requested information as
required by Section 552.9 of Title 18 of the Oklahoma Statutes this
title.
B. The Attorney General or a district attorney may bring an
action:
1. To obtain a declaratory judgment that an act or practice
violates this act;
2. To enjoin, or to obtain a restraining order against a person
who has violated or is violating this act;
3. To recover actual damages, restitution, disgorgement and
penalties attributed to a violation of this act;
4. To recover reasonable expenses and investigation fees
attributable to a violation of this act;
5. To prosecute any civil or criminal actions as provided by
this act, as applicable; and
ENR. S. B. NO. 1534 Page 12
6. To revoke the registration of a charitable organization,
professional fundraiser, or professional solicitor for any violation
of this act.
C. In lieu of instigating or continuing an action or
proceeding, the Attorney General or a district attorney may accept a
consent judgment with respect to any act or practice declared to be
a violation of this act. Such a consent judgment shall provide for
the discontinuance by the person entering the same of any act or
practice declared to be a violation of this act, and it may include
a stipulation for the payment by such person of reasonable expenses,
attorney fees, investigation costs and penalties incurred by the
Attorney General or a district attorney. The consent judgment also
may include a stipulation for restitution to be made by such person
to contributors or to charitable organizations of money, property or
other things received from contributors in connection with a
violation of this act and also may include a stipulation for
specific performance. Any consent judgment entered into pursuant to
this section shall not be deemed to admit the violation, unless it
does so by its terms. Before any consent judgment entered into
pursuant to this section shall be effective, it must be approved by
the district court and an entry made in the manner required for
making an entry of judgment. After such approval is received, any
breach of the conditions of such consent judgment shall be treated
as a violation of a court order, and shall be subject to all the
penalties provided by law therefor.
D. In any action brought by the Attorney General or a district
attorney, the court may:
1. Make such orders or judgments as may be necessary to prevent
the use or employment by a person of any practice declared to be a
violation of this act;
2. Make such orders or judgments as may be necessary to
compensate any person for damages sustained;
3. Enjoin any person from engaging in solicitation of
charitable contributions in this state;
4. Revoke the registration of a charitable organization,
professional fundraiser or professional solicitor;
ENR. S. B. NO. 1534 Page 13
5. Enter any order that is appropriate in a criminal
prosecution of crimes identified in this act or any other state law;
and
6. Grant other appropriate relief.
E. When an action is filed under this act by the Attorney
General or a district attorney, no action seeking an injunction or
declaratory judgment shall be filed in any other district in this
state based upon the same transaction or occurrence, series of
transactions or occurrences, or allegations that form the basis of
the first action filed.
F. When the Attorney General or a district attorney has reason
to believe that a person has engaged in, is engaging in or is about
to engage in any practice declared to be in violation of this act
and he or she believes it to be in the public interest that an
investigation should be made to ascertain whether a person has in
fact engaged in, is engaging in or is about to engage in any such
practice, he or she may execute in writing and cause to be served
upon any such person who is believed to have information,
documentary material or physical evidence relevant to the alleged
violation an investigative demand requiring such person to furnish,
under oath or otherwise, a report in writing setting forth the
nonprivileged relevant facts and circumstances of which the person
has knowledge, or to appear and testify, or to produce relevant
nonprivileged documentary material or physical evidence for
examination at such reasonable time and place as may be stated in
the investigative demand, concerning the solicitation of charitable
contributions.
G. To accomplish the objectives and to carry out the duties
prescribed by this act, the Attorney General or district attorney,
in addition to other powers conferred on him or her by this act or
the laws of this state, may issue subpoenas or other process to any
person and conduct hearings in aid of any investigation or inquiry,
administer oaths and take sworn statements under penalty of perjury,
and serve and execute in any county, search warrants; provided, that
none of the powers conferred by this act shall be used for the
purpose of compelling any natural person to furnish testimony or
ENR. S. B. NO. 1534 Page 14
evidence that might tend to incriminate him or her or subject him or
her to a penalty; and provided further, that information.
H. The district court of the county where the person served
with any demand or subpoena under this act resides or has a
principal place of business, or the District Court of Oklahoma
County, may enforce compliance with any notice, demand, or subpoena
under this act by order. Noncompliance shall be treated the same as
contempt of the court and a violation of this act.
I. Information obtained pursuant to the powers conferred by
this act shall not be made public or disclosed by the Attorney
General, district attorney, or their employees unless otherwise
provided under this act except:
1. In or related to a lawsuit, consent judgment, or other
enforcement action pursuant to this act or other law of this state;
2. For law enforcement purposes; or
3. To other state and federal agencies charged with the
enforcement of charitable solicitation statutes.
H. J. In addition to any other penalties provided under this
act, a charitable organization, professional fundraiser, or
professional solicitor that is found to be in violation of the
Oklahoma Solicitation of Charitable Contributions Act in a civil
action or who willfully violates the terms of any injunction or
court order issued pursuant to the Oklahoma Solicitation of
Charitable Contributions Act shall pay a civil penalty of not more
than Ten Thousand Dollars ($10,000.00) per violation, taking into
account the nature and severity of the violation and the benefit
provided to the public by the violator, along with the need for
protecting contributors and donors. For the purposes of this
section, the district court issuing an injunction shall retain
jurisdiction, and in such cases, the Attorney General, acting in the
name of the state, or a district attorney may petition for recovery
of civil penalties.
I. K. In administering and pursuing actions under this act, the
Attorney General and a district attorney are authorized to sue for
and collect reasonable expenses, attorney fees, and investigation
ENR. S. B. NO. 1534 Page 15
fees as determined by the court. Civil penalties or contempt
penalties sued for and recovered by the Attorney General or a
district attorney shall be used for the furtherance of their duties
and activities under this act.
J. L. In addition to other penalties imposed by this act, any
person convicted in a criminal proceeding of committing an act
prohibited in paragraph 1, 3 or 5 of subsection A of this section,
shall be guilty of a felony and upon conviction thereof shall be
subject to a fine not to exceed Ten Thousand Dollars ($10,000.00) or
imprisonment in the custody of the Department of Corrections for not
more than five (5) years, or by both such fine and imprisonment.
SECTION 5. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 869 of Title 18, unless there is
created a duplication in numbering, reads as follows:
A. For the purposes of this section, “charitable nonprofit
corporation” means a nonprofit, nonstock corporation that is
recognized as tax exempt under 26 U.S.C., Section 501(c)(3) or is
organized for the purposes described in 26 U.S.C., Section
501(c)(3).
B. A director or officer of a charitable nonprofit corporation
shall discharge the duties of the position of director or officer in
good faith, in a manner the director reasonably believes to be in
the best interest of the corporation, and with the care an
ordinarily prudent person in like position would exercise under
similar circumstances.
SECTION 6. AMENDATORY 18 O.S. 2021, Section 1004.1, as
amended by Section 9, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1004.1), is amended to read as follows:
Section 1004.1.
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:
ENR. S. B. NO. 1534 Page 16
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, 1029, 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:
ENR. S. B. NO. 1534 Page 17
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, or is organized for
the purposes described in 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.
SECTION 7. AMENDATORY 18 O.S. 2021, Section 1027, as
amended by Section 16, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1027), is amended to read as follows:
Section 1027.
BOARD OF DIRECTORS; POWERS; NUMBER; QUALIFICATIONS; TERMS
AND QUORUM; COMMITTEES; CLASSES OF DIRECTORS; NONSTOCK CORPORATIONS;
RELIANCE UPON BOOKS; ACTION WITHOUT MEETING; ETC.
A. The business and affairs of every corporation organized in
accordance with the provisions of the Oklahoma General Corporation
Act shall be managed by or under the direction of a board of
directors, except as may be otherwise provided for in the Oklahoma
General Corporation Act or in the corporation’s certificate of
incorporation. If any provision is made in the certificate of
incorporation, the powers and duties conferred or imposed upon the
board of directors by the provisions of the Oklahoma General
Corporation Act shall be exercised or performed to the extent and by
the person or persons stated in the certificate of incorporation.
ENR. S. B. NO. 1534 Page 18
B. The board of directors of a charitable, nonstock corporation
shall consist of three or more members, each of which shall be a
natural person. The board of directors of any other corporation
shall consist of one or more members, each of whom shall be a
natural person. The number of directors shall be fixed by or in the
manner provided for in the bylaws, unless the certificate of
incorporation fixes the number of directors, in which case a change
in the number of directors shall be made only by amendment of the
certificate. Directors need not be shareholders unless so required
by the certificate of incorporation or the bylaws. The certificate
of incorporation or bylaws may prescribe other qualifications for
directors. Each director shall hold office until a successor is
elected and qualified or until his or her earlier resignation or
removal. Any director may resign at any time upon notice given in
writing or by electronic transmission to the corporation. A
resignation is effective when the resignation is delivered unless
the resignation specifies a later effective date or an effective
date determined upon the happening of an event or events. A
resignation that is conditioned upon the director failing to receive
a specified vote for reelection as a director may provide that it is
irrevocable. A majority of the total number of directors shall
constitute a quorum for the transaction of business unless the
certificate of incorporation or the bylaws require a greater number.
Unless the certificate of incorporation provides otherwise, the
bylaws may provide that a number less than a majority shall
constitute a quorum which in no case shall be less than one-third
(1/3) of the total number of directors. The vote of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors unless the certificate of
incorporation or the bylaws shall require a vote of a greater
number.
C. 1. The board of directors may designate one or more
committees consisting of one or more of the directors of the
corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The bylaws may
provide that in the absence or disqualification of a member of a
committee, the member or members present at a meeting and not
disqualified from voting, whether or not the member or members
constitute a quorum, may unanimously appoint another member of the
ENR. S. B. NO. 1534 Page 19
board of directors to act at the meeting in the place of any absent
or disqualified member. Any committee, to the extent provided in
the resolution of the board of directors, or in the bylaws of the
corporation, shall have and may exercise all the powers and
authority of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it;
but no committee shall have the power or authority to:
a. approve, adopt, or recommend to the shareholders any
action or matter, other than the election or removal
of directors, expressly required by the Oklahoma
General Corporation Act to be submitted to
shareholders for approval, or
b. adopt, amend, or repeal any bylaw of the corporation.
2. Unless otherwise provided in the certificate of
incorporation, the bylaws or the resolution of the board of
directors designating the committee, a committee may create one or
more subcommittees, each subcommittee to consist of one or more
members of the committee, and delegate to a subcommittee any or all
of the powers and authority of the committee. Except for references
to committees and members of committees in this subsection, every
reference in this title to a committee of the board of directors or
a member of a committee shall be deemed to include a reference to a
subcommittee or member of a subcommittee.
3. A majority of the directors then serving on a committee of
the board of directors or on a subcommittee of a committee shall
constitute a quorum for the transaction of business by the committee
or subcommittee, unless the certificate of incorporation, the
bylaws, a resolution of the board of directors or a resolution of a
committee that created the subcommittee requires a greater or lesser
number; provided that in no case shall a quorum be less than one-
third (1/3) of the directors then serving on the committee or
subcommittee. The vote of the majority of the members of a
committee or subcommittee present at a meeting at which a quorum is
present shall be the act of the committee or subcommittee, unless
the certificate of incorporation, the bylaws, a resolution of the
board of directors or a resolution of a committee that created the
subcommittee requires a greater number.
ENR. S. B. NO. 1534 Page 20
D. The directors of any corporation organized under the
Oklahoma General Corporation Act, by the certificate of
incorporation or by an initial bylaw, or by a bylaw adopted by a
vote of the shareholders, may be divided into one, two, or three
classes; the term of office of those of the first class to expire at
the first annual meeting held after the classification becomes
effective; of the second class one (1) year thereafter; of the third
class two (2) years thereafter; and at each annual election held
after the classification becomes effective, directors shall be
chosen for a full term, as the case may be, to succeed those whose
terms expire. The certificate of incorporation or bylaw provision
dividing the directors into classes may authorize the board of
directors to assign members of the board then in office to such
classes when the classification becomes effective. The certificate
of incorporation may confer upon holders of any class or series of
stock the right to elect one or more directors who shall serve for
the term, and have voting powers as shall be stated in the
certificate of incorporation. The terms of office and voting powers
of the directors elected in the manner so provided in the
certificate of incorporation may be greater than or less than those
of any other director or class of directors. In addition, the
certificate of incorporation may confer upon one or more directors,
whether or not elected separately by the holders of any class or
series of stock, voting powers greater than or less than those of
other directors. Any such provision conferring greater or lesser
voting power shall apply to voting in any committee, unless
otherwise provided in the certificate of incorporation or bylaws.
If the certificate of incorporation provides that directors elected
by the holders of a class or series of stock shall have more or less
than one vote per director on any matter, every reference in the
Oklahoma General Corporation Act to a majority or other proportion
of directors shall refer to a majority or other proportion of the
votes of the directors.
E. A member of the board of directors, or a member of any
committee designated by the board of directors, in the performance
of the member’s duties, shall be fully protected in relying in good
faith upon the records of the corporation and upon information,
opinions, reports, or statements presented to the corporation by any
of the corporation’s officers or employees, or committees of the
board of directors, or by any other person as to matters the member
ENR. S. B. NO. 1534 Page 21
reasonably believes are within the officer’s, employee’s,
committee’s or other person’s competence and who have been selected
with reasonable care by or on behalf of the corporation.
F. Unless otherwise restricted by the certificate of
incorporation or bylaws:
1. Any action required or permitted to be taken at any meeting
of the board of directors, or of any committee thereof may be taken
without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing or by electronic
transmission, and a consent may be documented, signed, and delivered
in any manner permitted by Section 1014.3 of this title. Any person
whether or not then a director may provide, whether through
instruction to an agent or otherwise, that a consent to action will
be effective at a future time (including, including a time
determined upon the happening of an event) event, no later than
sixty (60) days after such instruction is given or such provision is
made and such consent shall be deemed to have been given for
purposes of this subsection at such effective time so long as such
person is then a director and did not revoke the consent prior to
such time; and any such consent shall be revocable prior to its
becoming effective. After an action is taken, the consent or
consents relating thereto shall be filed with the minutes of the
proceedings of the board of directors, or the committee thereof, in
the same paper or electronic form as the minutes are maintained;
2. The board of directors of any corporation organized in
accordance with the provisions of the Oklahoma General Corporation
Act may hold its meetings, and have an office or offices, outside of
this state;
3. The board of directors shall have the authority to fix the
compensation of directors; and
4. Members of the board of directors of any corporation, or any
committee designated by the board, may participate in a meeting of
the board or committee by means of conference telephone or other
communications equipment by means of which all persons participating
in the meeting can hear or otherwise communicate with each other.
Participation in a meeting pursuant to the provisions of this
subsection shall constitute presence in person at the meeting.
ENR. S. B. NO. 1534 Page 22
G. 1. The certificate of incorporation or bylaws of any
nonstock corporation may provide that less than one-third (1/3) of
the members of the governing body may constitute a quorum thereof
and may otherwise provide that the business and affairs of the
corporation shall be managed in a manner different from that
provided for in this section, which differences may include
additional classes of directors, longer terms of service, the use of
less than unanimous consents for board action, and permitting the
Chair of the Board of Directors to designate committees and appoint
members.
2. Except as may be otherwise provided by the certificate of
incorporation, the provisions of this section shall apply to such a
corporation, and when so applied, all references to the board of
directors, to members thereof, and to shareholders shall be deemed
to refer to the governing body of the corporation, the members
thereof and the members of the corporation, respectively; and all
references to stock, capital stock, or shares shall be deemed to
refer to memberships of a nonprofit nonstock corporation and to
membership interests of any other nonstock corporation.
H. 1. Any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors, except as
follows:
a. unless the certificate of incorporation otherwise
provides, in the case of a corporation whose board is
classified as provided for in subsection D of this
section, shareholders may effect such removal only for
cause, or
b. in the case of a corporation having cumulative voting,
if less than the entire board is to be removed, no
director may be removed without cause if the votes
cast against the director’s removal would be
sufficient to elect the director if then cumulatively
voted at an election of the entire board of directors,
or, if there are classes of directors, at an election
of the class of directors of which the director is a
part.
ENR. S. B. NO. 1534 Page 23
2. Whenever the holders of any class or series are entitled to
elect one or more directors by the provisions of the certificate of
incorporation, the provisions of this subsection shall apply, in
respect to the removal without cause of a director or directors so
elected, to the vote of the holders of the outstanding shares of
that class or series and not to the vote of the outstanding shares
as a whole.
SECTION 8. AMENDATORY 18 O.S. 2021, Section 1029, is
amended to read as follows:
Section 1029.
LOANS TO EMPLOYEES AND OFFICERS; GUARANTY OF OBLIGATIONS
OF EMPLOYEES AND OFFICERS
Any A. Except as provided in subsection B of this section, any
corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or
of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary whenever, in the
judgment of the directors, such loan, guaranty or assistance may
reasonably be expected to benefit the corporation. The loan,
guaranty or other assistance may be with or without interest, and
may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation. Nothing contained in this
section shall be construed to deny, limit or restrict the powers of
guaranty or warranty of any corporation at common law or under any
statute.
B. A charitable nonprofit corporation shall not lend money to
or guarantee the obligation of a director of the charitable
nonprofit corporation or of a related organization or of the spouse,
parents, children and spouses of children, brothers and sisters or
spouses of brothers and sisters of any director. If a loan is made
in violation of this section, the borrower’s liability remains. The
directors who approve a loan in violation of this section are
jointly and severally liable for its repayment.
SECTION 9. This act shall become effective November 1, 2026.
ENR. S. B. NO. 1534 Page 24
Passed the Senate the 25th day of March, 2026.
Presiding Officer of the Senate
Passed the House of Representatives the 6th day of May, 2026.
Presiding Officer of the House
of Representatives
OFFICE OF THE GOVERNOR
Received by the Office of the Governor this ____________________
day of ___________________, 20_______, at _______ o'clock _______ M.
By: _________________________________
Approved by the Governor of the State of Oklahoma this _________
day of ___________________, 20_______, at _______ o'clock _______ M.
_________________________________
Governor of the State of Oklahoma
OFFICE OF THE SECRETARY OF STATE
Received by the Office of the Secretary of State this __________
day of __________________, 20 _______, at _______ o'clock _______ M.
By: _________________________________