Okla. Stat. tit. 18, § 18-1014

EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY

A. The board of directors of any corporation may adopt

emergency bylaws, subject to repeal or amendment by action of the

shareholders, which, notwithstanding any different provision in the

Oklahoma General Corporation Act, in the certificate of

incorporation, or bylaws, shall be operative during any emergency

resulting from an attack on the United States or on a locality in

which the corporation conducts its business or customarily holds

meetings of its board of directors or its shareholders, or during

any nuclear or atomic disaster, or during the existence of any

catastrophe, including but not limited to an epidemic or pandemic

and a declaration of a national emergency by the United States

government, or other similar emergency condition, irrespective of

whether a quorum of the board of directors or a standing committee

thereof can readily be convened for action. The emergency bylaws

contemplated by this section may be adopted by the board of

directors or, if a quorum cannot be readily convened for a meeting,

by a majority of the directors present. The emergency bylaws may

make any provision that may be practical and necessary for the

circumstances of the emergency including provisions that:

1. A meeting of the board of directors or a committee thereof

may be called by an officer or director in such manner and under

such conditions as shall be prescribed in the emergency bylaws;

Oklahoma Statutes - Title 18. Corporations Page 318

2. The director or directors in attendance at the meeting, or

any greater number fixed by the emergency bylaws, shall constitute a

quorum; and

3. The officers or other persons designated on a list approved

by the board of directors before the emergency, all in such order of

priority and subject to such conditions and for such period of time,

not longer than reasonably necessary after the termination of the

emergency, as may be provided in the emergency bylaws or in the

resolution approving the list, shall, to the extent required to

provide a quorum at any meeting of the board of directors, be deemed

directors for such meeting.

B. The board of directors, either before or during any such

emergency, may provide, and from time to time modify, lines of

succession in the event that during such emergency any or all

officers or agents of the corporation shall for any reason be

rendered incapable of discharging their duties.

C. The board of directors, either before or during any such

emergency, may, effective in the emergency, change the head office

or designate several alternative head offices or regional offices,

or authorize the officers to do so.

D. No officer, director or employee acting in accordance with

any emergency bylaws shall be liable except for willful misconduct.

E. To the extent not inconsistent with any emergency bylaws so

adopted, the bylaws of the corporation shall remain in effect during

any emergency and upon its termination the emergency bylaws shall

cease to be operative.

F. Unless otherwise provided in emergency bylaws, notice of any

meeting of the board of directors during such an emergency may be

given only to such of the directors as it may be feasible to reach

at the time and by such means as may be feasible at the time

including publication or radio.

G. To the extent required to constitute a quorum at any meeting

of the board of directors during such an emergency, the officers of

the corporation who are present shall, unless otherwise provided in

emergency bylaws, be deemed, in order of rank and within the same

rank in order of seniority, directors for such meeting.

H. Nothing contained in this section shall be deemed exclusive

of any other provisions for emergency powers consistent with other

sections of Section 1001 et seq. of this title which have been or

may be adopted by corporations created pursuant to the provisions of

Section 1001 et seq. of this title.
in order of rank and within the same

rank in order of seniority, directors for such meeting.

H. Nothing contained in this section shall be deemed exclusive

of any other provisions for emergency powers consistent with other

sections of Section 1001 et seq. of this title which have been or

may be adopted by corporations created pursuant to the provisions of

Section 1001 et seq. of this title.

I. During any emergency condition of a type described in

subsection A of this section, the board of directors or, if a quorum

cannot be readily convened for a meeting, a majority of the

directors present, may:

1. Take any action that it determines to be practical and

necessary to address the circumstances of the emergency condition

Oklahoma Statutes - Title 18. Corporations Page 319

with respect to a meeting of shareholders of the corporation,

notwithstanding anything to the contrary in this title or in the

certificate of incorporation or bylaws including, but not limited

to:

a. to postpone any such meeting to a later time or date

with the record date for determining the shareholders

entitled to notice of, and to vote at, such meeting

applying to the postponed meeting irrespective of the

requirements of Section 1058 of this title, and

b. with respect to a corporation subject to the reporting

requirements of Section 13 or Section 15(d) of the

Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder, to

notify shareholders of any postponement or a change of

the place of the meeting or a change to hold the

meeting solely by means of remote communication solely

by a document publicly filed by the corporation with

the Securities and Exchange Commission under Sections

13, 14, or 15(d) of such act and such rules and

regulations; and

2. With respect to any dividend that has been declared as to

which the record date has not occurred, change both the record date

and payment date to a later date or dates if the changed payment

date is not more than sixty (60) days after the changed record date;

provided that, in either case, the corporation shall give notice of

the change to shareholders as soon as practicable thereafter and in

any event before the record date in effect. Such notice, in the

case of a corporation subject to the reporting requirements of

Section 13 or Section 15(d) of the Securities Exchange Act of 1934,

as amended, and the rules and regulations promulgated thereunder,

may be given solely by a document publicly filed with the Securities

and Exchange Commission under Section 13, Section 14, or Section

15(d) of the Securities Exchange Act of 1934, as amended, and the

rules and regulations. No person shall be liable, and no meeting of

shareholders shall be postponed or voided, for the failure to make a

shareholders list available under Section 1064 of this title if it

was not practicable to allow inspection during an emergency

condition.