Okla. Stat. tit. 18, § 18-1075.1

VOTING PROCEDURES AND INSPECTORS OF ELECTIONS

A. The corporation shall, in advance of any meeting of

shareholders, appoint one or more inspectors to act at the meeting

and make a written report thereof. The corporation may designate

one or more persons as alternate inspectors to replace any inspector

who fails to act. If no inspector or alternate is able to act at a

meeting of shareholders, the person presiding at the meeting shall

appoint one or more inspectors to act at the meeting. Each

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inspector, before entering upon the discharge of the duties of

inspector, shall take and sign an oath faithfully to execute the

duties of inspector with strict impartiality and according to the

best of the inspector’s ability.

B. The inspectors shall:

1. Ascertain the number of shares outstanding and the voting

power of each;

2. Determine the shares represented at a meeting and the

validity of proxies and ballots;

3. Count all votes and ballots;

4. Determine and retain for a reasonable period a record of the

disposition of any challenges made to any determination by the

inspectors; and

5. Certify their determination of the number of shares

represented at the meeting, and their count of all votes and

ballots.

The inspectors may appoint or retain other persons or entities to

assist the inspectors in the performance of the duties of the

inspectors.

C. The date and time of the opening and the closing of the

polls for each matter upon which the shareholders will vote at a

meeting shall be announced at the meeting. No ballot, proxies or

votes, nor any revocations thereof or changes thereto, shall be

accepted by the inspectors after the closing of the polls unless the

district court upon application by a shareholder shall determine

otherwise.

D. In determining the validity and counting of proxies and

ballots, the inspectors shall be limited to an examination of the

proxies, any envelopes submitted with those proxies, any information

provided in accordance with subsection E of Section 1056 or

paragraph 2 of subsection C of Section 1057 of this title, or any

information provided pursuant to divisions (1) or (3) of

subparagraph b of paragraph 2 of subsection A of Section 1056 of

this title, ballots and the regular books and records of the

corporation, except that the inspectors may consider other reliable

information for the limited purpose of reconciling proxies and

ballots submitted by or on behalf of banks, brokers, their nominees

or similar persons which represent more votes than the holder of a

proxy is authorized by the record owner to cast or more votes than

the shareholder holds of record. If the inspectors consider other

reliable information for the limited purpose permitted herein, the

inspectors at the time they make their certification pursuant to

paragraph 5 of subsection B of this section shall specify the

precise information considered by them including the person or

persons from whom they obtained the information, when the

information was obtained, the means by which the information was

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obtained and the basis for the inspectors’ belief that the

information is accurate and reliable.

E. Unless otherwise provided in the certificate of

incorporation or bylaws, this section shall not apply to a

corporation that does not have a class of voting stock that is:

1. Listed on a national securities exchange;

2. Authorized for quotation on an interdealer quotation system

of a registered national securities association; or

3. Held of record by more than 2,000 shareholders.