Okla. Stat. tit. 18, § 18-1061
This is the official text of Okla. Stat. tit. 18, § 18-1061, part of Oklahoma’s Stat. tit. 18, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 18,." Browse the sections below, each linked to its official government source.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
Quorum and required vote for stock corporations
Official statutory text
QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS
Subject to the provisions of the Oklahoma General Corporation
Act, in respect of the vote that shall be required for a specified
action, the certificate of incorporation or bylaws of any
corporation authorized to issue stock may specify the number of
shares and/or the amount of other securities having voting power the
holders of which 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, but in no
event shall a quorum consist of less than one-third (1/3) of the
shares entitled to vote at the meeting, except that, where a
separate vote by a class or series or classes or series is required,
a quorum shall consist of no less than one-third (1/3) of the share
of that class or series or classes or series. In the absence of
Oklahoma Statutes - Title 18. Corporations Page 384
such specification in the certificate of incorporation or bylaws of
the corporation:
1. A majority of the shares entitled to vote, present in person
or represented by proxy, shall constitute a quorum at a meeting of
shareholders;
2. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders;
3. Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors; and
4. Where a separate vote by a class or series or classes or
series is required, a majority of the outstanding shares of such
class or series or classes or series, present in person or
represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative
vote of the majority of shares of such class or series or classes or
series present in person or represented by proxy at the meeting
shall be the act of such class or series or classes or series.
Subject to the provisions of the Oklahoma General Corporation
Act, in respect of the vote that shall be required for a specified
action, the certificate of incorporation or bylaws of any
corporation authorized to issue stock may specify the number of
shares and/or the amount of other securities having voting power the
holders of which 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, but in no
event shall a quorum consist of less than one-third (1/3) of the
shares entitled to vote at the meeting, except that, where a
separate vote by a class or series or classes or series is required,
a quorum shall consist of no less than one-third (1/3) of the share
of that class or series or classes or series. In the absence of
Oklahoma Statutes - Title 18. Corporations Page 384
such specification in the certificate of incorporation or bylaws of
the corporation:
1. A majority of the shares entitled to vote, present in person
or represented by proxy, shall constitute a quorum at a meeting of
shareholders;
2. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders;
3. Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors; and
4. Where a separate vote by a class or series or classes or
series is required, a majority of the outstanding shares of such
class or series or classes or series, present in person or
represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative
vote of the majority of shares of such class or series or classes or
series present in person or represented by proxy at the meeting
shall be the act of such class or series or classes or series.
Status: in_force · Read it on the official government site
Need a lawyer in Oklahoma?
Find a Oklahoma lawyer
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.