§18-1202. Definitions.
492 words·~2 min read·
/ok/title-18-corporations/18-1202·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
As used in the Oklahoma Benefit Corporation Act:
1. "Benefit corporation" means:
a.
a business corporation incorporated under the Oklahoma
General Corporation Act that is subject to this act,
or
b. a state bank or trust company incorporated under Title
6 of the Oklahoma Statutes that is subject to this
act;
2. "Benefit enforcement proceeding" means any claim or action or proceeding for:
a. failure of a benefit corporation to pursue or create
general public benefit or a specific public benefit
purpose set forth in its certificate of incorporation,
or
b. violation of any obligation, duty or standard of
conduct under this act;
3. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation;
4. "Minimum status vote" means:
a. in the case of a business corporation or a state bank
or trust company, in addition to any other required
approval or vote, the satisfaction of the following
conditions:
(1)the shareholders of every class or series shall
be entitled to vote as a class on the corporate
action regardless of a limitation stated in the
certificate of incorporation or bylaws on the
voting rights of any class or series, and
(2)the corporate action shall be approved by the
affirmative vote of the shareholders of each
class or series entitled to cast at least two-
thirds (2/3) of the votes that all shareholders
of the class or series are entitled to cast on
the action, or
b. in the case of a domestic entity other than a
corporation or state bank or trust company, in
addition to any other required approval, vote or
consent, the satisfaction of the following conditions:
(1)the holders of every class or series of equity
interest in the entity that are entitled to
receive a distribution of any kind from the
entity shall be entitled to vote on or consent to
the action regardless of any otherwise applicable
limitation on the voting or consent rights of any
class or series, and
(2)the action shall be approved by the affirmative
vote or consent of the holders described in
division
(1)of this subparagraph entitled to
cast at least two-thirds (2/3) of the votes or
consents that all of those holders are entitled
to cast on the action; and
5. "Specific public benefit" includes:
a. providing low-income or underserved individuals or
communities with beneficial products or services,
b. promoting economic opportunity for individuals or
communities beyond the creation of jobs in the normal
course of business,
c. protecting or restoring the environment,
d. improving human health,
e. promoting the arts, sciences or advancement of
knowledge,
f. increasing the flow of capital to entities with a
purpose to benefit society or the environment, and
g. conferring any other particular benefit on society or
the environment. Added by Laws 2019, c. 45, § 2, eff. Nov. 1, 2019.