Okla. Stat. tit. 18, § 18-1057

VOTING RIGHTS OF SHAREHOLDERS; PROXIES; LIMITATIONS

Oklahoma Statutes - Title 18. Corporations Page 379

A. Unless otherwise provided for in the certificate of

incorporation and subject to the provisions of Section 1058 of this

title, each shareholder shall be entitled to one vote for each share

of capital stock held by the shareholder. If the certificate of

incorporation provides for more or less than one vote for any share

on any matter, every reference in Section 1001 et seq. of this title

to a majority or other proportion of stock, voting stock or shares

shall refer to such majority or other proportion of the votes of

such stock, voting stock or shares.

B. Each shareholder entitled to vote at a meeting of

shareholders or to express consent or dissent to corporate action in

writing without a meeting may authorize another person or persons to

act for the shareholder by proxy, but no proxy shall be voted or

acted upon after three (3) years from its date, unless the proxy

provides for a longer period.

C. Without limiting the manner in which a shareholder may

authorize another person or persons to act as a proxy pursuant to

subsection B of this section, the following shall constitute a valid

means by which a shareholder may grant such authority:

1. A shareholder or the shareholder’s authorized officer,

director, employee, or agent may execute a writing authorizing

another person or persons to act for him or her as proxy.

2. A shareholder may authorize another person or persons to act

for him or her as proxy by transmitting or authorizing the

transmission of a telegram, cablegram, or other means of electronic

transmission to the person who will be the holder of the proxy or to

a proxy solicitation firm, proxy support service organization, or

like agent duly authorized by the person who will be the holder of

the proxy to receive the transmission; provided, that any telegram,

cablegram, or other means of electronic transmission must either set

forth, or be submitted with information from which it can be

determined, that the telegram, cablegram, or other electronic

transmission was authorized by the shareholder. If it is determined

that telegrams, cablegrams, or other electronic transmissions are

valid, the inspectors or, if there are no inspectors, any other

person making that determination shall specify the information upon

which they relied.

3. The authorization of a person to act as a proxy may be

documented, signed, and delivered in accordance with Section 1014.3

of this title, provided that the authorization shall set forth, or

be delivered with information enabling the corporation to determine,

the identity of the shareholder granting the authorization.

D. Any copy, facsimile telecommunication, or other reliable

reproduction of the writing or transmission created pursuant to

subsection C of this section may be substituted or used in lieu of

the original writing or transmission for any and all purposes for

which the original writing or transmission could be used; provided,

Oklahoma Statutes - Title 18. Corporations Page 380

that the copy, facsimile telecommunication, or other reproduction

shall be a complete reproduction of the entire original writing or

transmission.

E. A duly executed proxy shall be irrevocable if it states that

it is irrevocable and if, and only as long as, it is coupled with an

interest sufficient in law to support an irrevocable power. A proxy

may be made irrevocable regardless of whether the interest with

which it is coupled is an interest in the stock itself or an

interest in the corporation generally.