Oklahoma § 18-1056

§ 18-1056.

Meetings of shareholders.

MEETINGS OF SHAREHOLDERS

A. 1. Meetings of shareholders may be held at such place,

either within or without this state, as may be designated by or in

Oklahoma Statutes - Title 18. Corporations

the manner provided in the certificate of incorporation or bylaws

or, if not so designated, as determined by the board of directors.

If, pursuant to this paragraph or the certificate of incorporation

or the bylaws of the corporation, the board of directors is

authorized to determine the place of a meeting of shareholders, the

board of directors may, in its sole discretion, determine that the

meeting shall not be held at any place, but may instead be held

solely by means of remote communication as authorized by paragraph 2

of this subsection.

2. If authorized by the board of directors in its sole

discretion, and subject to such guidelines and procedures as the

board of directors may adopt, shareholders and proxyholders not

physically present at a meeting of shareholders may, by means of

remote communication:

a.

participate in a meeting of shareholders, and

b.

be deemed present in person and vote at a meeting of

shareholders whether the meeting is to be held at a

designated place or solely by means of remote

communication, provided that:

(1) the corporation shall implement reasonable

measures to verify that each person deemed

present and permitted to vote at the meeting by

means of remote communication is a shareholder or

proxyholder,

(2) the corporation shall implement reasonable

measures to provide such shareholders and

proxyholders a reasonable opportunity to

participate in the meeting and to vote on matters

submitted to the shareholders, including an

opportunity to read or hear the proceedings of

the meeting substantially concurrently with the

proceedings, and

(3) if any shareholder or proxyholder votes or takes

other action at the meeting by means of remote

communication, a record of the vote or other

action shall be maintained by the corporation.

B. 1. Unless directors are elected by written consent in lieu

of an annual meeting as permitted by this subsection, an annual

meeting of shareholders shall be held for the election of directors

on a date and at a time designated by or in the manner provided for

in the bylaws. Shareholders may, unless the certificate of

incorporation otherwise provides, act by written consent to elect

directors; provided, however, that if the consent is less than

unanimous, the action by written consent may be in lieu of holding

an annual meeting only if all of the directorships to which

directors could be elected at an annual meeting held at the

Oklahoma Statutes - Title 18. Corporations

effective time of the action are vacant and are filled by the

action.

2. Any other proper business may be transacted at the annual

meeting.

C. A failure to hold the annual meeting at the designated time

or to elect a sufficient number of directors to conduct the business

of the corporation shall not affect otherwise valid corporate acts

or work a forfeiture or dissolution of the corporation except as may

be otherwise specifically provided for in this act. If the annual

meeting for election of directors is not held on the date designated

therefor or action by written consent to elect directors in lieu of

an annual meeting has not been taken, the directors shall cause the

meeting to be held as soon as is convenient. If there is a failure

to hold the annual meeting or action by written consent to elect

directors in lieu of an annual meeting for a period of thirty (30)

days after the date designated for the annual meeting, or if no date

has been designated, for a period of thirteen (13) months after the

latest to occur of the organization of the corporation, its last

annual meeting, or the last action by written consent to elect

directors in lieu of an annual meeting, the district court may

summarily order a meeting to be held upon the application of any

shareholder or director. The shares of stock represented at the

meeting, either in person or by proxy, and entitled to vote thereat,

shall constitute a quorum for the purpose of the meeting,

notwithstanding any provision of the certificate of incorporation or

bylaws to the contrary. The district court may issue orders as may

be appropriate, including, without limitation, orders designating

the time and place of the meeting, the record date or dates for

determination of shareholders entitled to notice of the meeting and

to vote, and the form of notice of the meeting.

D. Special meetings of the shareholders may be called by the

board of directors or by the person or persons as may be authorized

by the certificate of incorporation or by the bylaws.

E. All elections of directors shall be by written ballot,

unless otherwise provided for in the certificate of incorporation;

if authorized by the board of directors, the requirement of a

written ballot shall be satisfied by a ballot submitted by

electronic transmission; provided that the electronic transmission

must either set forth or be submitted with information from which it

can be determined that the electronic transmission was authorized by

the shareholder or proxyholder.

Added by Laws 1986, c. 292, § 56, eff. Nov. 1, 1986. Amended by

Laws 1998, c. 422, § 9, eff. Nov. 1, 1998; Laws 2001, c. 405, § 11,

eff. Nov. 1, 2001; Laws 2017, c. 323, § 11, eff. Nov. 1, 2017.