CERTIFICATE OF INCORPORATION; CONTENTS
The restriction on affording pecuniary gain to members shall not prevent a not-for-profit corporation operating as a cooperative from rebating excess revenues to patrons who may also be members; and 8. If the corporation is a charitable nonstock and does not otherwise provide in its certificate of incorporation:
Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its members or any class of them, any court of equitable jurisdiction within this state may, on the application in a summary way of this corporation or of any creditor or member thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 1106 of this title or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 1100 of this title, order a meeting of the creditors or class of creditors, and/or of the members or class of members of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the members or class of members of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, and/or on all the members or class of members, of this corporation, as the case may be, and also on this corporation";
No such provision shall eliminate or limit the liability of a director or officer for any act or omission occurring before the date when such provision becomes effective. An amendment, repeal, or elimination of such provision shall not affect its application with respect to an act or omission by a director or officer occurring before the amendment, repeal, or elimination of the provision unless the provision provides otherwise at the time of the act or omission.
Any reference in this subsection to a director shall be deemed to refer to such other persons who, under a provision of the certificate of incorporation in accordance with subsection A of Section 1027 of this title, exercises or performs any of the powers or duties otherwise conferred or imposed upon the board of directors under this title.
Okla. Stat. tit. 18, § 1006