The Oklahoma General Corporation Act, which governs nonprofit corporations, requires that a nonprofit corporation’s articles of incorporation must specify a registered agent and a registered office within the state. The registered agent is an individual or entity designated to receive service of process, legal notices, and official communications on behalf of the corporation. The registered office is the physical address in Oklahoma where the registered agent can be found. This requirement is fundamental for ensuring that the corporation can be properly contacted for legal and governmental purposes. Failure to maintain a registered agent and office can lead to administrative dissolution or other penalties. The articles of incorporation are the foundational document that establishes the existence and core operational parameters of the nonprofit corporation. Therefore, the initial filing of these articles necessitates the inclusion of this vital information.

The Oklahoma General Corporation Act, which governs nonprofit corporations in Oklahoma, specifically addresses the dissolution process and the distribution of assets. When a nonprofit corporation dissolves, its assets must be distributed in accordance with its articles of incorporation, bylaws, or a plan of dissolution. Crucially, Section 1031 of the Oklahoma General Corporation Act mandates that any remaining assets after satisfying liabilities and obligations must be distributed to one or more “exempt organizations” as defined by federal tax law, or to a public body for public purposes. This ensures that the charitable or public benefit purpose for which the nonprofit was established continues to be served. Therefore, a distribution to a for-profit subsidiary, even if wholly owned, would violate this statutory requirement as it does not fulfill the purpose of distributing assets to other charitable or public entities. Similarly, distributing assets to individual members or directors is generally prohibited unless the articles of incorporation specifically allow for such a distribution in the event of dissolution and such distribution does not contravene the public benefit purpose. The scenario described involves a for-profit subsidiary, which falls outside the scope of permissible recipients under Oklahoma law for the distribution of assets upon dissolution of a nonprofit corporation.

The Oklahoma General Corporation Act, which governs nonprofit corporations, requires that any amendment to the articles of incorporation must be approved by the board of directors and then by the members. For corporations without members, or where the articles of incorporation do not specify a member vote, the amendment generally requires only board approval. However, if the amendment affects the rights of members or alters the fundamental purpose of the corporation, a member vote is typically still required, even if not explicitly stated in the bylaws or articles. Section 1020 of Title 18 of the Oklahoma Statutes outlines the procedure for amending articles of incorporation for domestic corporations, including nonprofit entities. It mandates that amendments be adopted by the board of directors and, if the corporation has members, by the members. The specific voting thresholds for member approval are usually defined in the bylaws, but in the absence of such provisions, a majority vote of the members present at a duly called meeting is generally sufficient. The question describes a scenario where the articles of incorporation are being amended to change the corporation’s name and primary purpose. These are fundamental changes that would necessitate member approval, assuming the corporation has members. The bylaws, however, only require a two-thirds majority of the board of directors for such amendments. Since the bylaws are silent on the specific member voting threshold for these types of amendments, and Oklahoma law generally requires member approval for significant changes impacting the corporation’s structure and purpose, the most legally sound approach is to follow the statutory requirement for member approval, even if the bylaws do not specify the exact percentage. The board’s initial approval is a prerequisite, but it is insufficient on its own for amendments affecting the corporation’s core identity and purpose when members exist. Therefore, the amendment must be approved by a majority of the members, as this is the default statutory requirement when bylaws are silent on the specific threshold for such significant amendments.

The Oklahoma General Corporation Act, which governs nonprofit corporations in Oklahoma, specifies procedures for dissolution. For a nonprofit corporation, dissolution can be voluntary or involuntary. Voluntary dissolution typically requires a resolution adopted by the board of directors and approval by a majority of the members entitled to vote, or if there are no members, by a majority of the directors. The process involves filing a Certificate of Dissolution with the Oklahoma Secretary of State after all affairs have been wound up, debts paid, and assets distributed according to law or the organization’s articles of incorporation or bylaws. Involuntary dissolution can occur through judicial proceedings or administrative actions by the Secretary of State for reasons such as failure to file annual reports or maintain a registered agent. The question probes the specific mechanism for a nonprofit corporation to initiate its own dissolution process under Oklahoma law. The key element is the required internal corporate action. A resolution by the board of directors is a foundational step, but for most nonprofit corporations with members, member approval is also a critical requirement for voluntary dissolution. The Oklahoma statutes generally require a vote of the members, unless the articles of incorporation specify otherwise or there are no members. Therefore, the most comprehensive and generally applicable correct answer involves both board and member approval.

The scenario involves a nonprofit organization in Oklahoma that has received a significant bequest from a donor who specified that the funds must be used for the organization’s general operating expenses. The organization, however, wishes to allocate these funds to a specific capital improvement project that was not designated by the donor. Under Oklahoma law, specifically the Oklahoma Non-Profit Corporation Act, funds designated for a particular purpose by a donor are considered restricted funds. The organization cannot unilaterally reallocate restricted funds to a different purpose without either obtaining a court order or, in some cases, the consent of the donor or their representative if the original purpose becomes impossible or impracticable to fulfill. In this case, the donor’s intent was clear: general operating expenses. Diverting these funds to a capital project, even if beneficial to the organization, would violate the terms of the gift and Oklahoma law governing the use of restricted donations. The organization must adhere to the donor’s stipulations. Therefore, the organization cannot use the bequest for the capital improvement project without proper authorization or modification of the restriction, which typically involves legal proceedings or explicit consent that is not indicated in the scenario. The core principle is the fiduciary duty of the nonprofit to honor donor restrictions.

The scenario presented involves a nonprofit organization in Oklahoma that received a grant for a specific educational program. The organization, however, decided to reallocate a portion of these funds to cover general administrative expenses that were not directly tied to the grant’s stated purpose. Oklahoma law, particularly within the context of nonprofit governance and financial management, emphasizes the importance of adhering to the terms and restrictions of grants. While some flexibility may exist for indirect costs, a significant diversion of funds for unrelated general operations typically requires explicit donor consent or amendment of the grant agreement. Failure to do so can lead to a breach of contract with the grantor and potential legal repercussions, including the obligation to repay the misused funds. The Oklahoma Nonprofit Corporation Act (ONCA) and related regulations govern the fiduciary duties of directors and officers, which include safeguarding assets and ensuring compliance with donor restrictions. Misappropriation of restricted funds, even if for seemingly legitimate organizational needs, violates these duties and can result in personal liability for those involved in the decision-making process if proper procedures were not followed. The question tests the understanding of restricted versus unrestricted funds and the legal implications of misusing restricted grant money within the framework of Oklahoma nonprofit law. The core principle is that restricted funds are earmarked for specific purposes by the donor, and their use for other purposes without authorization is a violation of the grant agreement and fiduciary responsibility.

In Oklahoma, a nonprofit corporation that wishes to amend its articles of incorporation must follow specific procedures outlined in the Oklahoma General Corporation Act, which also applies to nonprofit corporations unless otherwise specified. Section 1033 of Title 18 of the Oklahoma Statutes addresses amendments to articles of incorporation. The general rule is that amendments require approval by the board of directors and then by the members, if the corporation has members, or by such other body or persons as the articles of incorporation specify. For corporations without members, or where the articles grant the board the power to amend, a board resolution is typically sufficient. However, if the amendment affects the rights of members or alters the fundamental nature of the corporation, a member vote is generally required. The specific voting threshold for member approval is usually a majority of the votes cast by members entitled to vote thereon, unless the articles or bylaws specify a higher threshold. The question implies a scenario where the board of directors is initiating the amendment, and the core of the question lies in determining the appropriate body for final approval when the articles are silent on member rights and the board is acting. Oklahoma law generally empowers the board to manage the corporation’s affairs. If the articles of incorporation are silent regarding member voting rights on amendments, and the amendment does not inherently alter member rights or the corporation’s purpose in a way that would necessitate member consent under common law or specific statutory provisions not applicable here, the board of directors has the authority to approve such amendments through a board resolution. This is consistent with the principle that the board governs the corporation in the absence of specific member voting requirements. Therefore, the board of directors’ resolution is the correct mechanism for approval in this context.

The Oklahoma General Corporation Act, which governs nonprofit corporations in Oklahoma, specifically addresses the issue of member rights and the limitations on such rights when a nonprofit is structured without members. In Oklahoma, a nonprofit corporation may be formed without members. When a nonprofit corporation is formed without members, the powers and duties of members, including the right to vote on corporate matters, are vested in the board of directors. The Oklahoma statute, specifically 18 O.S. § 1027, states that if a corporation has no members or its members have no voting rights, then any action required or permitted by the act to be taken by members may be taken by the board of directors. This principle is fundamental to understanding corporate governance in Oklahoma for memberless nonprofit entities. The board of directors, in such cases, assumes the responsibilities that would otherwise be held by a membership, ensuring the continuity and proper functioning of the organization. This structure allows for efficient decision-making and operational control by those directly responsible for the nonprofit’s mission.

The Oklahoma General Corporation Act, specifically as it pertains to nonprofit corporations, outlines the requirements for the dissolution of such entities. When a nonprofit corporation in Oklahoma intends to dissolve voluntarily, the process typically involves several steps to ensure proper winding up of affairs and distribution of assets. A key aspect of this process is the adoption of a resolution by the board of directors. This resolution must then be submitted to the members for their approval, unless the articles of incorporation or bylaws specify otherwise, or if there are no members. The Oklahoma statute requires that the dissolution resolution be approved by a specific voting threshold of the members. For nonprofit corporations, this threshold is generally two-thirds of the votes cast by members entitled to vote thereon at a meeting of members, provided a quorum is present. This ensures that a significant portion of the membership agrees to the dissolution, protecting the interests of the organization and its stakeholders. Following member approval, the corporation must file a certificate of dissolution with the Oklahoma Secretary of State. The winding up process itself involves ceasing business operations, collecting assets, paying liabilities, and distributing any remaining assets in accordance with the articles of incorporation, bylaws, or applicable law, which for a nonprofit typically means distribution to another qualified nonprofit organization.

The Oklahoma General Corporation Act, which governs nonprofit corporations, requires that any amendment to the articles of incorporation be adopted by the board of directors and then approved by the members, if the members have voting rights. If the articles of incorporation do not specify a voting threshold for amendments, the default is typically a majority of the votes cast by members entitled to vote thereon at a meeting where a quorum is present. However, the question states that the articles of incorporation of the “Prairie Seed Foundation” specifically require a two-thirds vote of the entire membership for any amendment. Since the proposed amendment to change the purpose of the foundation was only approved by 60% of the members present at the meeting, and not the required two-thirds of the entire membership, the amendment is not validly adopted under the foundation’s own governing documents. The Oklahoma General Corporation Act, specifically referencing \(42 O.S. § 1107\), allows for such specific requirements in articles of incorporation, which then supersede general statutory provisions regarding voting thresholds for amendments. Therefore, the amendment fails because it did not meet the higher voting threshold stipulated in the articles of incorporation.

The scenario describes a nonprofit organization in Oklahoma that received a grant for a specific project. The organization wishes to use a portion of the grant funds for a different, but related, purpose. In Oklahoma, as in many states, restricted grants are subject to specific rules. When a donor or grantor specifies that funds are to be used for a particular purpose, the recipient organization has a legal and ethical obligation to adhere to those restrictions. Deviating from the stated purpose without proper authorization can lead to several consequences, including the potential requirement to return the funds, legal action by the grantor, and damage to the organization’s reputation and future fundraising capabilities. The Oklahoma Nonprofit Corporation Act, specifically provisions related to the governance and financial management of nonprofits, emphasizes the importance of accountability and adherence to donor intent. While a nonprofit may seek a modification of the grant terms from the grantor, simply reallocating funds without consent is generally not permissible. The Oklahoma Attorney General’s office also plays a role in overseeing charitable organizations and ensuring compliance with the law and donor restrictions. Therefore, the organization must obtain explicit consent from the grantor to reallocate the funds for a different purpose.

The Oklahoma General Not For Profit Corporation Act, specifically referencing provisions related to dissolution and winding up, outlines the procedures for terminating a nonprofit corporation. When a nonprofit corporation voluntarily dissolves, it must cease its activities and proceed to wind up its affairs. This involves collecting its assets, paying or providing for its liabilities, and distributing any remaining assets. The Act mandates that upon dissolution, the corporation’s assets must be distributed for one or more exempt purposes specified in its articles of incorporation or bylaws, or to another organization that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code. This ensures that the charitable purpose for which the nonprofit was established continues to be served, even after its dissolution. Failure to adhere to these distribution requirements can have legal consequences. The process is governed by the Oklahoma statutes, which provide a framework for an orderly and legally compliant termination. The specific wording of the articles of incorporation or bylaws regarding asset distribution is paramount in guiding this final step.

The Oklahoma General Not For Profit Corporation Act, specifically referencing provisions related to the dissolution of a nonprofit corporation, outlines the procedures for winding up affairs. When a nonprofit corporation in Oklahoma has ceased to conduct its activities and has no members, the board of directors is empowered to initiate the dissolution process. This typically involves adopting a resolution to dissolve, followed by filing a Certificate of Dissolution with the Oklahoma Secretary of State. The Act also mandates that after adopting the dissolution resolution, the board must notify creditors and take steps to settle all outstanding debts and liabilities. Any remaining assets, after satisfying all obligations, must be distributed to one or more qualified organizations designated for similar purposes, or to the members if the articles of incorporation or bylaws permit such distribution. In this scenario, the board’s primary responsibility is to ensure that the corporation’s affairs are properly concluded according to statutory requirements, prioritizing the settlement of debts before any asset distribution. The question hinges on the statutory authority of the board to initiate dissolution when the corporation has no members and has ceased operations, which is a permissible pathway under Oklahoma law.

The Oklahoma General Not For Profit Corporation Act, specifically referencing the provisions regarding dissolution and winding up, dictates the procedures a nonprofit corporation must follow. When a nonprofit corporation dissolves, it is required to cease its business activities, collect its assets, pay its liabilities, and distribute any remaining assets. The Act mandates that after all debts and liabilities have been paid or adequately provided for, any remaining assets must be distributed to one or more domestic or foreign corporations or entities organized and operated exclusively for charitable, religious, educational, scientific, or eleemosynary purposes, or for the prevention of cruelty to children or animals, which are recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, or the corresponding sections of any prior or subsequent Internal Revenue Code. This ensures that the assets continue to serve a public benefit purpose consistent with the original mission of the dissolved nonprofit. Failure to adhere to this distribution requirement can result in the assets being escheated to the State of Oklahoma. Therefore, the proper distribution of remaining assets to a qualified 501(c)(3) organization is a critical step in the dissolution process under Oklahoma law.

The Oklahoma General Corporation Act, which governs nonprofit corporations, requires that any amendment to the articles of incorporation be adopted by a vote of the members or, if the articles of incorporation so provide, by the board of directors. Specifically, Section 1031 of Title 18 of the Oklahoma Statutes outlines the procedure for amending articles of incorporation. For a nonprofit corporation, the board of directors may adopt an amendment if the corporation has no members or if the articles of incorporation designate the board as the body to adopt amendments. If the corporation has members, the amendment must be adopted by the members. The question describes a scenario where the board of directors of a nonprofit organization in Oklahoma, which has a defined membership base, unilaterally amends its articles of incorporation to change its stated purpose without member approval. This action contravenes the statutory requirements for amending articles of incorporation when a membership exists, as the members typically hold the ultimate authority for such fundamental changes, unless the articles explicitly grant this power solely to the board, which is not indicated as the case here. Therefore, the amendment would be invalid.

The Oklahoma General Not For Profit Corporation Act, specifically Section 1026, addresses the dissolution of a nonprofit corporation. When a nonprofit corporation is dissolved, its assets remaining after the satisfaction of liabilities and obligations must be distributed for one or more exempt purposes. This means that any remaining funds or property cannot be distributed to the members, directors, or officers of the corporation. Instead, these assets must be given to another organization that is also dedicated to charitable, religious, educational, scientific, or other similar exempt purposes. The specific recipient of these assets is typically determined by the corporation’s articles of incorporation or bylaws, or by a resolution of the board of directors. If no such provision is made, a court may direct the distribution. This principle is fundamental to maintaining the charitable nature of nonprofit organizations and preventing private inurement of assets.

The scenario describes a situation where a nonprofit organization in Oklahoma, “Prairie Bloom Foundation,” has received a significant bequest with specific restrictions on its use. The donor’s will mandates that the funds must be used solely for the preservation of native wildflower habitats within a designated county in Oklahoma. The organization’s board has identified that while habitat preservation is a primary goal, a portion of the funds would be more effectively utilized for educational outreach programs that promote conservation awareness, which indirectly supports long-term habitat health. The core legal principle at play here is the doctrine of cy pres, which allows a court to modify the terms of a charitable trust or gift when the original purpose becomes impossible, impracticable, or illegal to fulfill. However, cy pres is typically invoked when the original intent is truly impossible or extremely difficult to achieve as written. In this case, the stated purpose of preserving habitats is still achievable. The question then becomes whether the organization can unilaterally reallocate funds for educational outreach, which is related but not identical to the direct preservation mandate. Oklahoma law, like that in many states, generally requires adherence to donor restrictions. If the donor’s intent is clear and the purpose is still achievable, the organization must generally honor those restrictions. Reallocating funds for a related but different purpose without court approval or explicit donor permission (if the donor is still living and capable of granting it, which is not implied here as it’s a bequest) could be a breach of trust. The Oklahoma Nonprofit Corporation Act, specifically provisions related to the management of assets and donor restrictions, would govern this. Unless the original bequest explicitly allowed for flexibility or the organization can demonstrate that direct preservation is now impracticable and educational outreach is the closest achievable alternative to the donor’s overall charitable intent, the organization cannot simply redirect the funds. The question tests the understanding of donor intent, the limitations on nonprofit asset use, and the circumstances under which a deviation from those restrictions might be permissible, which typically involves a judicial process. Therefore, the organization must seek a court order to modify the terms of the bequest under the cy pres doctrine if they wish to use the funds for educational outreach, as the original purpose remains achievable.

The scenario describes a situation where a nonprofit organization in Oklahoma, “Prairie Roots Foundation,” has a director, Ms. Anya Sharma, who also serves as the sole employee and receives a salary. The foundation is seeking to acquire a piece of land from a local government entity, the “Cherokee County Economic Development Authority,” for a nominal fee, intending to use it for its mission of promoting agricultural education. The key legal consideration here is the Oklahoma Nonprofit Corporation Act, specifically concerning conflicts of interest and transactions between a nonprofit and its insiders. While nonprofit organizations are permitted to have employees and pay reasonable compensation, and directors can be involved in transactions with the corporation, these transactions must be fair and properly disclosed. The Act, under 18 O.S. § 1031, addresses director conflicts of interest. A contract or transaction involving a director or an entity in which a director has a substantial interest is not voidable solely because of the director’s interest if the material facts of the director’s interest and the contract or transaction are disclosed or known to the board of directors or a committee, and the board or committee in good faith authorizes the contract or transaction by an affirmative vote of a majority of the disinterested directors. In this case, Ms. Sharma is both a director and the sole employee receiving compensation. If the foundation were to purchase land from Ms. Sharma, or an entity she controlled, strict adherence to conflict of interest rules would be paramount. However, the question posits the purchase from a governmental entity, not from Ms. Sharma or an entity she controls. The critical factor is whether Ms. Sharma’s role as a compensated employee and director creates an impermissible conflict when the foundation engages in a transaction with an unrelated third party, even if that third party is a government authority. Generally, a director’s interest in a transaction with the corporation is problematic if the director stands to benefit financially or otherwise from that specific transaction in a way that is adverse to the corporation’s interests, or if their judgment is compromised. Here, the land is being acquired from an external governmental body for the foundation’s mission. Ms. Sharma’s salary is a separate employment matter. The potential conflict would arise if Ms. Sharma had a personal stake in the land acquisition from the county that was not aligned with the foundation’s mission or if she unduly influenced the decision-making process for personal gain unrelated to her compensation. Without any indication of such personal gain or undue influence, the transaction itself with the county is not inherently a conflict of interest for Ms. Sharma as a director of the foundation. The Oklahoma Nonprofit Corporation Act focuses on the fairness and disclosure of transactions where the director’s interest is directly involved. The acquisition from a county authority for a mission-aligned purpose, with no stated personal benefit to Ms. Sharma beyond her existing employment, does not automatically trigger a conflict of interest that would invalidate the transaction under the Act, provided the foundation’s board (if other directors exist) or Ms. Sharma herself (if she is the sole director and acting in good faith) makes the decision in the best interest of the organization. However, the question asks about the legal implication of the *transaction itself* given her dual role. The act of purchasing land from a governmental entity, even for a nominal fee, is a significant operational decision. The Oklahoma Nonprofit Corporation Act, 18 O.S. § 1023, mandates that a nonprofit corporation shall have a board of directors. If Ms. Sharma is the sole director, her decisions are the board’s decisions. The core principle is that directors must act in the best interest of the corporation. The scenario does not present a direct financial interest for Ms. Sharma in the land acquisition from the county, nor does it suggest she would personally profit from this specific transaction. The Act does not prohibit a director who is also an employee from participating in decisions that benefit the organization, as long as there is no self-dealing or conflict that compromises their fiduciary duty. The question is nuanced: it’s not about the transaction being voidable *because* of a conflict, but whether the *situation* itself presents a legal impediment. The Oklahoma Nonprofit Corporation Act requires that directors discharge their duties in good faith, in a manner they reasonably believe to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. If Ms. Sharma is the sole director and sole employee, her fiduciary duty to the corporation is paramount. The transaction with the county is a business decision for the foundation. The fact that she is compensated as an employee does not automatically create a conflict of interest for this specific transaction with an external entity, provided she acts in good faith and in the best interest of the foundation. The Act’s provisions on conflicts of interest are primarily triggered when a director has a personal interest in the transaction itself, which is not evident here. Therefore, the transaction is permissible if conducted in good faith and in the best interest of the foundation, which is the default expectation for any director’s action. The key is that the transaction is with an external entity, not with Ms. Sharma or an entity she controls. The Oklahoma Nonprofit Corporation Act does not prohibit a director who is also a compensated employee from engaging in transactions on behalf of the corporation with third parties, as long as such transactions are in the best interest of the corporation and do not involve self-dealing or a breach of fiduciary duty. The scenario does not indicate any personal financial gain for Ms. Sharma from the land acquisition from the Cherokee County Economic Development Authority. Her role as a compensated employee is distinct from a conflict of interest in this specific land purchase from an unrelated governmental entity. Thus, the transaction is legally permissible under Oklahoma law, provided it is conducted in good faith and in furtherance of the foundation’s stated mission.

The Oklahoma General Corporation Act, which governs nonprofit corporations, requires that any amendment to the articles of incorporation be approved by the board of directors and then submitted to the members for a vote. For corporations that do not have members, or where the articles of incorporation specify a different voting requirement, the board of directors’ approval alone may suffice for certain amendments. However, when an amendment affects the rights of members, or alters the fundamental structure or purpose of the corporation, a member vote is typically mandated. Specifically, Oklahoma law, in conjunction with IRS regulations for tax-exempt entities, often necessitates member approval for changes that could impact the organization’s tax-exempt status or the nature of its charitable activities. The scenario describes a change to the corporation’s stated purpose, which is a fundamental aspect of its organizational identity and often a key element in maintaining its tax-exempt status. Therefore, the process would involve board approval followed by member approval. If the corporation has no members, or if its bylaws allow for board-only approval of such amendments, then only board approval would be needed. Assuming a typical nonprofit structure with members and no specific bylaw provisions to the contrary, member approval is the critical next step after board approval.

The Oklahoma General Corporation Act, which governs nonprofit corporations in Oklahoma, requires that a nonprofit corporation’s articles of incorporation specify a registered agent and registered office within the state. The registered agent is the person or entity designated to receive legal documents and official notices on behalf of the corporation. The registered office is the physical street address of the registered agent. If the registered agent or registered office is changed, the corporation must file a statement of change with the Oklahoma Secretary of State. This filing is crucial for maintaining good standing and ensuring that the corporation can be properly served with legal process. Failure to maintain a registered agent and office, or to notify the Secretary of State of changes, can lead to administrative dissolution of the corporation. Therefore, the initial designation and subsequent updates of the registered agent and office are fundamental procedural requirements for Oklahoma nonprofit corporations.

The scenario describes a situation where a nonprofit organization incorporated in Oklahoma, “Prairie Roots Foundation,” wishes to amend its articles of incorporation to change its stated mission from environmental conservation to historical preservation. According to Oklahoma law, specifically the Oklahoma General Not For Profit Corporation Act (Title 18, Oklahoma Statutes, Section 1001 et seq.), amendments to articles of incorporation are a fundamental corporate action. Section 1027 of this Act outlines the procedure for amending articles of incorporation. Generally, such amendments require a resolution adopted by the board of directors and then approval by a majority of the members entitled to vote, or if there are no members, by a majority of the directors. The articles themselves or the bylaws may specify a higher voting threshold. The question tests the understanding of the process for a significant change in corporate purpose. The correct procedure involves formal amendment of the articles of incorporation, which necessitates a vote by the membership or board, depending on the organization’s structure and governing documents, followed by filing the amended articles with the Oklahoma Secretary of State. The other options describe actions that are either insufficient for amending the articles of incorporation or misrepresent the required procedural steps under Oklahoma law. For instance, simply passing a board resolution without membership approval (if required) or without filing with the state is incomplete. Similarly, changing the mission through a bylaw amendment without amending the articles of incorporation would be inadequate for a fundamental change to the organization’s core purpose as defined in its foundational document. Filing amended articles without the requisite corporate approvals is also invalid.

The Oklahoma General Corporation Act, which governs nonprofit corporations, requires that certain filings be made with the Oklahoma Secretary of State to maintain active status. Specifically, an annual certificate of good standing, often referred to as an annual report or statement of information, must be filed. Failure to file this report can lead to administrative dissolution of the nonprofit corporation. The specific due date for this filing is typically tied to the anniversary of the corporation’s formation or a designated period within the fiscal year. For nonprofits incorporated in Oklahoma, the annual filing requirement is a critical compliance measure. The Oklahoma Secretary of State’s office oversees these filings. If a nonprofit fails to file its annual certificate of good standing for a continuous period, the Secretary of State has the authority to administratively dissolve the corporation. This dissolution process is a statutory mechanism to remove defunct entities from the state’s active business registry. The period of non-filing that triggers this action is generally specified in the Oklahoma statutes, often being two consecutive years without a filed report. This administrative dissolution does not require a judicial proceeding but is an executive action taken by the Secretary of State’s office.

The Oklahoma General Not For Profit Corporation Act, specifically Title 18 of the Oklahoma Statutes, outlines the requirements for the dissolution of nonprofit corporations. When a nonprofit corporation decides to dissolve, it must follow a statutory process. This process typically involves a resolution by the board of directors, followed by a vote of the members, if applicable. After the necessary approvals are obtained, the corporation must file Articles of Dissolution with the Oklahoma Secretary of State. Crucially, the Act mandates that upon dissolution, the corporation’s assets, after paying or making provision for all liabilities, must be distributed for one or more exempt purposes as defined by Section 501(c) of the Internal Revenue Code, or to the federal government, a state, or local government for a public purpose. This prevents the private inurement of assets to individuals, including members or directors, unless such distribution is directly related to furthering the exempt purpose. Therefore, distributing remaining assets to a for-profit entity for general business purposes or to the directors as a bonus for their service, without a direct link to the nonprofit’s exempt mission and without proper authorization under the Act, would violate the statutory requirements for dissolution. The Oklahoma Secretary of State would not approve Articles of Dissolution that indicate such improper asset distribution.

The scenario describes a nonprofit organization in Oklahoma that received a substantial grant for a specific purpose: to fund educational outreach programs for underserved youth. The organization, however, has encountered unexpected administrative cost increases due to a new state reporting mandate. The core legal principle at play here is the concept of “restricted funds” in nonprofit law, particularly as it pertains to grant agreements. When a grant is awarded for a specific purpose, those funds are legally obligated to be used for that designated purpose. Any deviation from the grant’s restrictions without prior consent from the grantor constitutes a breach of the grant agreement. In Oklahoma, as in most jurisdictions, nonprofit organizations are fiduciaries of their assets, including restricted grants. The Oklahoma Nonprofit Corporation Act, while providing the framework for formation and governance, also implicitly requires adherence to donor intent and grant restrictions. The organization cannot unilaterally reallocate restricted grant funds to cover operational deficits, even if those deficits arise from new compliance requirements. Doing so would be a misuse of restricted funds. The proper course of action would involve seeking a formal amendment or waiver from the grantor to allow for the use of funds for administrative costs, or exploring alternative funding sources for these new expenses. The question tests the understanding that restricted funds are not fungible with general operating funds and that their use is governed by the terms of the grant agreement and fiduciary duties.

The Oklahoma General Corporation Act, which governs nonprofit corporations in Oklahoma, outlines specific requirements for the dissolution of a nonprofit corporation. When a nonprofit corporation voluntarily dissolves, it must follow a statutory process. This process typically involves the adoption of a resolution by the board of directors and, in most cases, approval by the members. Following the adoption of the dissolution resolution, the corporation must file a Certificate of Dissolution with the Oklahoma Secretary of State. This certificate officially commences the dissolution proceedings. During the dissolution period, the corporation’s affairs are wound up, which includes ceasing normal business operations, collecting assets, paying debts and liabilities, and distributing any remaining assets. The Oklahoma statutes mandate that after the affairs are wound up, a final Certificate of Dissolution must be filed with the Secretary of State, confirming that the dissolution process is complete and the corporation’s legal existence has terminated. Failure to adhere to these filing requirements means the corporation is not legally dissolved. The question asks about the final step in the voluntary dissolution process for an Oklahoma nonprofit. The correct sequence involves the board and member approval, filing the initial certificate, winding up affairs, and then filing the final certificate. Therefore, the filing of the final certificate with the Oklahoma Secretary of State is the conclusive act that formally terminates the corporation’s legal existence.

The Oklahoma General Corporation Act, which governs nonprofit corporations in Oklahoma, specifically addresses the dissolution of such entities. Section 1048 of the Act outlines the procedure for voluntary dissolution. This procedure requires a resolution to be adopted by the board of directors, followed by a vote of the members. For corporations with members, the dissolution must be approved by at least two-thirds of the votes cast by members entitled to vote thereon at a meeting of members duly called for that purpose, or by the written consent of all members entitled to vote thereon. If the corporation has no members or no members with voting rights, the dissolution must be approved by the board of directors. Following the adoption of the dissolution resolution and member approval, the corporation must file Articles of Dissolution with the Oklahoma Secretary of State. This filing officially terminates the corporation’s legal existence. The question asks about the required approval for dissolution when a nonprofit has both a board and voting members. Therefore, member approval is the critical step beyond board action.

The Oklahoma General Not For Profit Corporation Act, specifically referencing the provisions related to the dissolution of a nonprofit corporation, outlines the procedures for winding up affairs. When a nonprofit corporation dissolves, its assets remaining after the satisfaction of all liabilities and obligations must be distributed for one or more exempt purposes. This is a fundamental principle of nonprofit law, ensuring that assets dedicated to charitable or public benefit are not diverted to private individuals. The Act mandates that such remaining assets be distributed to a person or persons who are tax-exempt for federal income tax purposes and that are organized and operated exclusively for charitable, religious, eleemosynary, benevolent, educational, or similar purposes. This prevents the private inurement of assets. Therefore, distributing remaining assets to the members of the corporation, even if they are also contributors, would violate this core principle of nonprofit law, as it would constitute private benefit and inurement. Similarly, distributing assets to a for-profit entity or to the state of Oklahoma directly without a specific statutory basis for escheatment to the state for charitable purposes would also be improper if the assets are intended for ongoing charitable work. The primary directive is for the assets to continue serving a public or charitable purpose consistent with the original mission of the dissolved entity.

The Oklahoma General Not For Profit Corporation Act, specifically Section 1032, outlines the requirements for dissolving a nonprofit corporation. When a nonprofit corporation has no debts or obligations, it must file a certificate of dissolution with the Secretary of State. This certificate must include a statement that the corporation has no debts or obligations and that all assets have been distributed in accordance with the articles of incorporation or bylaws, or in the absence of such provisions, in a manner that complies with the Act and federal tax law for exempt organizations. The Act also specifies that if a nonprofit corporation has outstanding debts or obligations, it must first pay or make provision for their payment before distributing assets. The scenario describes a nonprofit corporation that has ceased operations and has no outstanding debts or obligations. Therefore, the proper procedure is to file a certificate of dissolution with the Oklahoma Secretary of State, affirming the absence of debts and the proper distribution of assets. The Act does not mandate a waiting period after ceasing operations before filing, nor does it require a court order for dissolution in this specific scenario where no debts exist. The filing of a statement of intent to dissolve is a preliminary step, but the final dissolution requires the certificate of dissolution.

The scenario involves a nonprofit organization in Oklahoma that has received a significant bequest from a donor who stipulated that the funds be used for a specific purpose: to establish a scholarship fund for students pursuing degrees in environmental science at Oklahoma universities. The organization’s board is considering using a portion of these funds for general operating expenses, such as staff salaries and office rent, arguing that these costs are necessary to sustain the organization’s ability to administer the scholarship program. Under Oklahoma law, specifically the Oklahoma Nonprofit Corporation Act, funds received by a nonprofit organization are generally subject to the restrictions imposed by the donor. If a donor specifies a particular purpose for a donation, that donation is considered a restricted gift. Restricted gifts must be used in accordance with the donor’s intent. Using restricted funds for purposes other than those specified by the donor, without obtaining a court order or the donor’s consent (if the donor is still living and legally capable), would constitute a breach of trust and potentially violate the organization’s fiduciary duties. The organization’s mission and the donor’s clear instructions create a binding obligation. Therefore, the board cannot unilaterally decide to divert these funds to general operating expenses if the donor’s stipulation was to establish and fund the scholarship program itself. The funds are earmarked for the scholarship, not for the general maintenance of the organization.

The Oklahoma General Corporation Act, which governs nonprofit corporations in Oklahoma, outlines specific requirements for the dissolution of such entities. When a nonprofit corporation is dissolved, its assets must be distributed according to the Oklahoma Statutes. Specifically, Section 1090.183 of Title 18 of the Oklahoma Statutes addresses the distribution of assets upon dissolution. This statute mandates that after paying or making provision for all liabilities and obligations of the corporation, any remaining assets shall be distributed to one or more domestic or foreign corporations or organizations engaged in activities substantially similar to those of the dissolved corporation, or to any other organization or organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law. The key is that these recipients must be designated in the articles of incorporation or bylaws, or if not so designated, by the directors or members, as the case may be, to receive the remaining assets. This ensures that the charitable or public purpose for which the nonprofit was established continues to be served. Therefore, distributing assets to the general creditors of the corporation, distributing assets to the members of the corporation, or distributing assets to the state of Oklahoma are incorrect because the primary directive is to pass on the remaining assets to organizations that will continue similar charitable or public service work.