Oklahoma § 18-1028 - Officers - Titles, Duties, Selection, Term - Failure to

§ 18-1028. Officers - Titles, Duties, Selection, Term - Failure to

Elect - Vacancies.

OFFICERS; TITLES, DUTIES, SELECTION, TERM;

FAILURE TO ELECT; VACANCIES

A. Every corporation organized in accordance with the

provisions of the Oklahoma General Corporation Act shall have such

officers with such titles and duties as shall be stated in the

bylaws or in a resolution of the board of directors which is not

inconsistent with the bylaws and as may be necessary to enable it to

Oklahoma Statutes - Title 18. Corporations

sign instruments and stock certificates which comply with the

provisions of paragraph 2 of subsection A of Section 7 and Section

39 of this act. One of the officers shall have the duty to record

the proceedings of the meetings of the shareholders and directors in

a book to be kept for that purpose. Any number of offices may be

held by the same person unless the certificate of incorporation or

bylaws provide otherwise.

B. Officers shall be chosen in such manner and shall hold their

offices for such terms as are prescribed by the bylaws or determined

by the board of directors or other governing body. Each officer

shall hold his office until his successor is elected and qualified

or until his earlier resignation or removal. Any officer may resign

at any time upon written notice to the corporation.

C. The corporation may secure the fidelity of any or all of its

officers or agents by bond or otherwise.

D. A failure to elect officers shall not dissolve or otherwise

affect the corporation.

E. Any vacancy occurring in any office of the corporation by

death, resignation, removal or otherwise, shall be filled as the

bylaws provide. In the absence of such provision, the vacancy shall

be filled by the board of directors or other governing body.

Added by Laws 1986, c. 292, § 28, eff. Nov. 1, 1986.