Okla. Stat. tit. 18, § 18-1060

Quorum - Proxies.

VOTING RIGHTS OF MEMBERS OF NONSTOCK

CORPORATIONS; QUORUM; PROXIES

A. The provisions of Sections 1056 through 1059 and 1061 of

this title shall not apply to nonstock corporations, except that

subsections A and D of Section 1056 and subsections C, D and E of

Section 1057 of this title shall apply to nonstock corporations,

and, when so applied, all references therein to shareholders and to

the board of directors shall be deemed to refer to the members and

the governing body of a nonstock corporation, respectively; and all

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

deemed to refer to memberships of a nonprofit nonstock corporation

and to membership interests of any other nonstock corporation.

B. Unless otherwise provided for in the certificate of

incorporation or the bylaws of a nonstock corporation, and subject

to subsection F of this section, each member shall be entitled at

every meeting of members to one vote on each matter submitted to a

vote of members. A member may exercise such voting rights in person

or by proxy, but no proxy shall be voted on after three (3) years

from its date, unless the proxy provides for a longer period.

C. Unless otherwise provided for in the Oklahoma General

Corporation Act, the certificate of incorporation or bylaws of a

nonstock corporation may specify the number of members having voting

power who shall be present or represented by proxy at any meeting in

order to constitute a quorum for, and the votes that shall be

necessary for, the transaction of any business. In the absence of

such specification in the certificate of incorporation or bylaws of

a nonstock corporation:

1. One-third (1/3) of the members of the corporation shall

constitute a quorum at a meeting of the members;

2. In all matters other than the election of the governing body

of the corporation, the affirmative vote of a majority of the

members present in person or represented by proxy at the meeting and

entitled to vote on the subject matter shall be the act of the

members, unless the vote of a greater number is required by the

provisions of the Oklahoma General Corporation Act, the certificate

of incorporation or bylaws;

3. Members of the governing body shall be elected by a

plurality of the votes of the members of the corporation present in

person or represented by proxy at the meeting and entitled to vote;

and

4. When a separate vote by a class or group or classes or

groups is required, a majority of the members of such class or group

or classes or groups, present in person or represented by proxy,

shall constitute a quorum entitled to take action with respect to

that vote on that matter and, in all matters other than the election

Oklahoma Statutes - Title 18. Corporations Page 383

of members of the governing body, the affirmative vote of the

majority of the members of such class or group or classes or groups

present in person or represented by proxy at the meeting shall be

the act of such class or group or classes or groups.

D. If the election of the governing body of any nonstock

corporation shall not be held on the day designated by the bylaws,

the governing body shall cause the election to be held as soon

thereafter as convenient. The failure to hold such an election at

the designated time shall not work any forfeiture or dissolution of

the corporation, but the district court may summarily order such an

election to be held upon the application of any member of the

corporation. At any election pursuant to such order the persons

entitled to vote in such election who shall be present at such

meeting, either in person or by proxy, shall constitute a quorum for

such meeting, notwithstanding any provision of the certificate of

incorporation or the bylaws of the corporation to the contrary.

E. If authorized by the governing body, any requirement of a

written ballot shall be satisfied by a ballot submitted by
the persons

entitled to vote in such election who shall be present at such

meeting, either in person or by proxy, shall constitute a quorum for

such meeting, notwithstanding any provision of the certificate of

incorporation or the bylaws of the corporation to the contrary.

E. If authorized by the governing body, any requirement of a

written ballot shall be satisfied by a ballot submitted by

electronic transmission, provided that the electronic transmission

shall either set forth or be submitted with information from which

it can be determined that the electronic transmission was authorized

by the member or proxy holder.

F. Except as otherwise provided in the certificate of

incorporation, in the bylaws, or by resolution of the governing

body, the record date for any meeting or corporate action shall be

deemed to be the date of such meeting or corporate action; provided,

however, that no record date may precede any action by the governing

body fixing such record date.