Okla. Stat. tit. 18, § 18-1027

Terms and quorum – Committees - Classes of directors - Nonstock

corporations - Reliance upon books - Action without meeting; etc.

BOARD OF DIRECTORS; POWERS; NUMBER; QUALIFICATIONS; TERMS

AND QUORUM; COMMITTEES; CLASSES OF DIRECTORS; NONSTOCK CORPORATIONS;

RELIANCE UPON BOOKS; ACTION WITHOUT MEETING; ETC.

A. The business and affairs of every corporation organized in

accordance with the provisions of the Oklahoma General Corporation

Act shall be managed by or under the direction of a board of

directors, except as may be otherwise provided for in the Oklahoma

General Corporation Act or in the corporation’s certificate of

incorporation. If any provision is made in the certificate of

incorporation, the powers and duties conferred or imposed upon the

board of directors by the provisions of the Oklahoma General

Corporation Act shall be exercised or performed to the extent and by

the person or persons stated in the certificate of incorporation.

B. The board of directors of a corporation shall consist of one

or more members, each of whom shall be a natural person. The number

of directors shall be fixed by or in the manner provided for in the

bylaws, unless the certificate of incorporation fixes the number of

directors, in which case a change in the number of directors shall

be made only by amendment of the certificate. Directors need not be

shareholders unless so required by the certificate of incorporation

or the bylaws. The certificate of incorporation or bylaws may

prescribe other qualifications for directors. Each director shall

hold office until a successor is elected and qualified or until his

or her earlier resignation or removal. Any director may resign at

any time upon notice given in writing or by electronic transmission

to the corporation. A resignation is effective when the resignation

is delivered unless the resignation specifies a later effective date

or an effective date determined upon the happening of an event or

events. A resignation that is conditioned upon the director failing

to receive a specified vote for reelection as a director may provide

that it is irrevocable. A majority of the total number of directors

shall constitute a quorum for the transaction of business unless the

certificate of incorporation or the bylaws require a greater number.

Unless the certificate of incorporation provides otherwise, the

bylaws may provide that a number less than a majority shall

constitute a quorum which in no case shall be less than one-third

(1/3) of the total number of directors. The vote of the majority of

the directors present at a meeting at which a quorum is present

shall be the act of the board of directors unless the certificate of

incorporation or the bylaws shall require a vote of a greater

number.

C. 1. The board of directors may designate one or more

committees consisting of one or more of the directors of the

corporation. The board may designate one or more directors as

Oklahoma Statutes - Title 18. Corporations Page 336

alternate members of any committee, who may replace any absent or

disqualified member at any meeting of the committee. The bylaws may

provide that in the absence or disqualification of a member of a

committee, the member or members present at a meeting and not

disqualified from voting, whether or not the member or members

constitute a quorum, may unanimously appoint another member of the

board of directors to act at the meeting in the place of any absent

or disqualified member. Any committee, to the extent provided in

the resolution of the board of directors, or in the bylaws of the

corporation, shall have and may exercise all the powers and

authority of the board of directors in the management of the

business and affairs of the corporation, and may authorize the seal

of the corporation to be affixed to all papers which may require it;

but no committee shall have the power or authority to:
ent provided in

the resolution of the board of directors, or in the bylaws of the

corporation, shall have and may exercise all the powers and

authority of the board of directors in the management of the

business and affairs of the corporation, and may authorize the seal

of the corporation to be affixed to all papers which may require it;

but no committee shall have the power or authority to:

a. approve, adopt, or recommend to the shareholders any

action or matter, other than the election or removal

of directors, expressly required by the Oklahoma

General Corporation Act to be submitted to

shareholders for approval, or

b. adopt, amend, or repeal any bylaw of the corporation.

2. Unless otherwise provided in the certificate of

incorporation, the bylaws or the resolution of the board of

directors designating the committee, a committee may create one or

more subcommittees, each subcommittee to consist of one or more

members of the committee, and delegate to a subcommittee any or all

of the powers and authority of the committee. Except for references

to committees and members of committees in this subsection, every

reference in this title to a committee of the board of directors or

a member of a committee shall be deemed to include a reference to a

subcommittee or member of a subcommittee.

3. A majority of the directors then serving on a committee of

the board of directors or on a subcommittee of a committee shall

constitute a quorum for the transaction of business by the committee

or subcommittee, unless the certificate of incorporation, the

bylaws, a resolution of the board of directors or a resolution of a

committee that created the subcommittee requires a greater or lesser

number; provided that in no case shall a quorum be less than one-

third (1/3) of the directors then serving on the committee or

subcommittee. The vote of the majority of the members of a

committee or subcommittee present at a meeting at which a quorum is

present shall be the act of the committee or subcommittee, unless

the certificate of incorporation, the bylaws, a resolution of the

board of directors or a resolution of a committee that created the

subcommittee requires a greater number.

D. The directors of any corporation organized under the

Oklahoma General Corporation Act, by the certificate of

incorporation or by an initial bylaw, or by a bylaw adopted by a

Oklahoma Statutes - Title 18. Corporations Page 337

vote of the shareholders, may be divided into one, two, or three

classes; the term of office of those of the first class to expire at

the first annual meeting held after the classification becomes

effective; of the second class one (1) year thereafter; of the third

class two (2) years thereafter; and at each annual election held

after the classification becomes effective, directors shall be

chosen for a full term, as the case may be, to succeed those whose

terms expire. The certificate of incorporation or bylaw provision

dividing the directors into classes may authorize the board of

directors to assign members of the board then in office to such

classes when the classification becomes effective. The certificate

of incorporation may confer upon holders of any class or series of

stock the right to elect one or more directors who shall serve for

the term, and have voting powers as shall be stated in the

certificate of incorporation. The terms of office and voting powers

of the directors elected in the manner so provided in the

certificate of incorporation may be greater than or less than those

of any other director or class of directors. In addition, the

certificate of incorporation may confer upon one or more directors,

whether or not elected separately by the holders of any class or

series of stock, voting powers greater than or less than those of

other directors. Any such provision conferring greater or lesser

voting power shall apply to voting in any committee, unless
an those

of any other director or class of directors. In addition, the

certificate of incorporation may confer upon one or more directors,

whether or not elected separately by the holders of any class or

series of stock, voting powers greater than or less than those of

other directors. Any such provision conferring greater or lesser

voting power shall apply to voting in any committee, unless

otherwise provided in the certificate of incorporation or bylaws.

If the certificate of incorporation provides that directors elected

by the holders of a class or series of stock shall have more or less

than one vote per director on any matter, every reference in the

Oklahoma General Corporation Act to a majority or other proportion

of directors shall refer to a majority or other proportion of the

votes of the directors.

E. A member of the board of directors, or a member of any

committee designated by the board of directors, in the performance

of the member’s duties, shall be fully protected in relying in good

faith upon the records of the corporation and upon information,

opinions, reports, or statements presented to the corporation by any

of the corporation’s officers or employees, or committees of the

board of directors, or by any other person as to matters the member

reasonably believes are within the officer’s, employee’s,

committee’s or other person’s competence and who have been selected

with reasonable care by or on behalf of the corporation.

F. Unless otherwise restricted by the certificate of

incorporation or bylaws:

1. Any action required or permitted to be taken at any meeting

of the board of directors, or of any committee thereof may be taken

without a meeting if all members of the board or committee, as the

case may be, consent thereto in writing or by electronic

transmission, and a consent may be documented, signed, and delivered

Oklahoma Statutes - Title 18. Corporations Page 338

in any manner permitted by Section 1014.3 of this title. Any person

whether or not then a director may provide, whether through

instruction to an agent or otherwise, that a consent to action will

be effective at a future time (including a time determined upon the

happening of an event), no later than sixty (60) days after such

instruction is given or such provision is made and such consent

shall be deemed to have been given for purposes of this subsection

at such effective time so long as such person is then a director and

did not revoke the consent prior to such time; and any such consent

shall be revocable prior to its becoming effective. After an action

is taken, the consent or consents relating thereto shall be filed

with the minutes of the proceedings of the board of directors, or

the committee thereof, in the same paper or electronic form as the

minutes are maintained;

2. The board of directors of any corporation organized in

accordance with the provisions of the Oklahoma General Corporation

Act may hold its meetings, and have an office or offices, outside of

this state;

3. The board of directors shall have the authority to fix the

compensation of directors; and

4. Members of the board of directors of any corporation, or any

committee designated by the board, may participate in a meeting of

the board or committee by means of conference telephone or other

communications equipment by means of which all persons participating

in the meeting can hear or otherwise communicate with each other.

Participation in a meeting pursuant to the provisions of this

subsection shall constitute presence in person at the meeting.

G. 1. The certificate of incorporation or bylaws of any

nonstock corporation may provide that less than one-third (1/3) of

the members of the governing body may constitute a quorum thereof

and may otherwise provide that the business and affairs of the

corporation shall be managed in a manner different from that

provided for in this section, which differences may include
erson at the meeting.

G. 1. The certificate of incorporation or bylaws of any

nonstock corporation may provide that less than one-third (1/3) of

the members of the governing body may constitute a quorum thereof

and may otherwise provide that the business and affairs of the

corporation shall be managed in a manner different from that

provided for in this section, which differences may include

additional classes of directors, longer terms of service, the use of

less than unanimous consents for board action, and permitting the

Chair of the Board of Directors to designate committees and appoint

members.

2. Except as may be otherwise provided by the certificate of

incorporation, the provisions of this section shall apply to such a

corporation, and when so applied, all references to the board of

directors, to members thereof, and to shareholders shall be deemed

to refer to the governing body of the corporation, the members

thereof and the members of the corporation, respectively; and all

references to stock, capital stock, or shares shall be deemed to

refer to memberships of a nonprofit nonstock corporation and to

membership interests of any other nonstock corporation.

Oklahoma Statutes - Title 18. Corporations Page 339

H. 1. Any director or the entire board of directors may be

removed, with or without cause, by the holders of a majority of the

shares then entitled to vote at an election of directors, except as

follows:

a. unless the certificate of incorporation otherwise

provides, in the case of a corporation whose board is

classified as provided for in subsection D of this

section, shareholders may effect such removal only for

cause, or

b. in the case of a corporation having cumulative voting,

if less than the entire board is to be removed, no

director may be removed without cause if the votes

cast against the director’s removal would be

sufficient to elect the director if then cumulatively

voted at an election of the entire board of directors,

or, if there are classes of directors, at an election

of the class of directors of which the director is a

part.

2. Whenever the holders of any class or series are entitled to

elect one or more directors by the provisions of the certificate of

incorporation, the provisions of this subsection shall apply, in

respect to the removal without cause of a director or directors so

elected, to the vote of the holders of the outstanding shares of

that class or series and not to the vote of the outstanding shares

as a whole.