Oklahoma § 18-1012 - Organization meeting of incorporators or directors named

§ 18-1012. Organization meeting of incorporators or directors named

in certificate of incorporation.

ORGANIZATION MEETING OF INCORPORATORS OR DIRECTORS NAMED IN

CERTIFICATE OF INCORPORATION

A. After the filing of the certificate of incorporation, an

organization meeting of the incorporator or incorporators, or of the

board of directors if the initial directors were named in the

certificate of incorporation, shall be held either within or without

this state at the call of a majority of the incorporators or

directors, as the case may be, for the purposes of adopting bylaws,

electing directors if the meeting is of the incorporators, to serve

or hold office until the first annual meeting of shareholders or

until their successors are elected and qualify, electing officers if

the meeting is of the directors, doing any other or further acts to

perfect the organization of the corporation, and transacting such

other business as may come before the meeting.

B. The persons calling the meeting shall give to each other

incorporator or director, as the case may be, at least two (2) days’

notice thereof in writing or by electronic transmission by any usual

Oklahoma Statutes - Title 18. Corporations

means of communication, which notice shall state the time, place and

purposes of the meeting as fixed by the persons calling it. Notice

of the meeting need not be given to anyone who attends the meeting

or who signs a waiver of notice either before or after the meeting.

C. Unless otherwise restricted by the certificate of

incorporation, any action permitted to be taken at the organization

meeting of the incorporators or directors, as the case may be, may

be taken without a meeting if each incorporator or director, where

there is more than one, or the sole incorporator or director where

there is only one, consents thereto in writing or by electronic

transmission. A consent may be documented, signed, and delivered in

any manner permitted by Section 1014.3 of this title. Any person

whether or not then an incorporator or director may provide, whether

through instruction to an agent or otherwise, that a consent to

action will be effective at a future time including a time

determined upon the happening of an event, no later than sixty (60)

days after such instruction is given or such provision is made and

such consent shall be deemed to have been given for purposes of this

subsection at such effective time so long as such person is then an

incorporator or director, as the case may be, and did not revoke the

consent prior to such time. Any such consent shall be revocable

prior to its becoming effective.

D. If any incorporator is not available to act, then any person

for whom or on whose behalf the incorporator was acting directly or

indirectly as employee or agent may take any action that such

incorporator would have been authorized to take under this section

or Section 1011 of this title; provided, that any instrument signed

by such other person, or any record of the proceedings of a meeting

in which such person participated, shall state that such

incorporator is not available and the reason therefor, that such

incorporator was acting directly or indirectly as employee or agent

for or on behalf of such person, and that such person’s signature on

such instrument or participation in such meeting is otherwise

authorized and not wrongful.

Added by Laws 1986, c. 292, § 12, eff. Nov. 1, 1986. Amended by

Laws 2017, c. 323, § 1, eff. Nov. 1, 2017; Laws 2021, c. 51, § 1,

eff. Nov. 1, 2021; Laws 2024, c. 120, § 11, eff. Nov. 1, 2024.