Okla. Stat. tit. 18, § 18-1013

BYLAWS

A. The original or other bylaws of a corporation may be

adopted, amended or repealed by the incorporators, by the initial

directors of a corporation other than a nonstock corporation or

initial members of the governing body of a nonstock corporation if

they were named in the certificate of incorporation, or, before a

corporation other than a nonstock corporation has received any

payment for any of its stock, by its board of directors. After a

Oklahoma Statutes - Title 18. Corporations Page 317

corporation other than a nonstock corporation has received any

payment for any of its stock, except as otherwise provided in its

certificate of incorporation, the power to adopt, amend or repeal

bylaws shall be in the shareholders entitled to vote. In the case

of a nonstock corporation, the power to adopt, amend or repeal

bylaws shall be in its governing body. Notwithstanding the

foregoing, any corporation may, in its certificate of incorporation,

confer the power to adopt, amend or repeal bylaws upon the directors

or, in the case of a nonstock corporation, upon its members. The

fact that such power has been so conferred upon the directors or

members, as the case may be, shall not divest the shareholders or

governing body of the power, nor limit their power to adopt, amend

or repeal bylaws.

B. The bylaws may contain any provision, not inconsistent with

law or with the certificate of incorporation, relating to the

business of the corporation, the conduct of its affairs, and its

rights or powers or the rights or powers of its shareholders,

directors, officers or employees.