Okla. Stat. tit. 18, § 18-1065.1

reimbursement.

ACCESS TO PROXY SOLICITATION MATERIALS; PROXY EXPENSE

REIMBURSEMENT

A. The bylaws may provide that if the corporation solicits

proxies with respect to an election of directors, it may be

required, to the extent and subject to such procedures or

conditions as may be provided in the bylaws, to include in its

Oklahoma Statutes - Title 18. Corporations Page 390

proxy solicitation materials, including any form of proxy it

distributes, in addition to individuals nominated by the board of

directors, one or more individuals nominated by a shareholder.

Such procedures or conditions may include any of the following:

1. A provision requiring a minimum record or beneficial

ownership, or duration of ownership, of shares of the

corporation's capital stock, by the nominating shareholder, and

defining beneficial ownership to take into account options or other

rights in respect of or related to such stock;

2. A provision requiring the nominating shareholder to submit

specified information concerning the shareholder and the

shareholder's nominees, including information concerning ownership

by such persons of shares of the corporation's capital stock, or

options or other rights in respect of or related to such stock;

3. A provision conditioning eligibility to require inclusion

in the corporation's proxy solicitation materials upon the number

or proportion of directors nominated by shareholders or whether the

shareholder previously sought to require such inclusion;

4. A provision precluding nominations by any person if such

person, any nominee of such person, or any affiliate or associate

of such person or nominee, has acquired or publicly proposed to

acquire shares constituting a specified percentage of the voting

power of the corporation's outstanding voting stock within a

specified period before the election of directors;

5. A provision requiring that the nominating shareholder

undertake to indemnify the corporation in respect of any loss

arising as a result of any false or misleading information or

statement submitted by the nominating shareholder in connection

with a nomination; and

6. Any other lawful condition.

B. The bylaws may provide for the reimbursement by the

corporation of expenses incurred by a shareholder in soliciting

proxies in connection with an election of directors, subject to

such procedures or conditions as the bylaws may prescribe,

including:

1. Conditioning eligibility for reimbursement upon the number

or proportion of persons nominated by the shareholder seeking

reimbursement or whether such shareholder previously sought

reimbursement for similar expenses;

2. Limitations on the amount of reimbursement based upon the

proportion of votes cast in favor of one or more of the persons

nominated by the shareholder seeking reimbursement, or upon the

amount spent by the corporation in soliciting proxies in connection

with the election;

3. Limitations concerning elections of directors by cumulative

voting pursuant to Section 1059 of Title 18 of the Oklahoma

Statutes; or

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4. Any other lawful condition.

C. No bylaw so adopted shall apply to elections for which any

record date precedes its adoption.