Oklahoma § 18-1058 - Fixing date for determination of shareholders of record

§ 18-1058. Fixing date for determination of shareholders of record

FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD

A. In order that the corporation may determine the shareholders

entitled to notice of or to vote at any meeting of shareholders or

any adjournment thereof, the board of directors may fix a record

date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the board of

directors, and which record date shall not be more than sixty (60)

nor less than ten (10) days before the date of such meeting. If the

board of directors so fixes a date, such date shall also be the

record date for determining the shareholders entitled to vote at

such meeting unless the board of directors determines, at the time

it fixes such record date, that a later date on or before the date

of the meeting shall be the date for making such determination. If

no record date is fixed by the board of directors, the record date

for determining shareholders entitled to notice of or to vote at a

meeting of shareholders shall be at the close of business on the day

next preceding the day on which notice is given, or, if notice is

waived, at the close of business on the day next preceding the day

on which the meeting is held. A determination of shareholders of

record entitled to notice of or to vote at a meeting of shareholders

shall apply to any adjournment of the meeting; provided, however,

that the board of directors may fix a new record date for the

adjourned meeting and in such case shall also fix as the record date

for shareholders entitled to notice of such adjourned meeting the

same or an earlier date as that fixed for determination of

shareholders entitled to vote in accordance with the foregoing

provisions of this section at the adjourned meeting.

B. In order that the corporation may determine the shareholders

entitled to consent to corporate action without a meeting in

accordance with Section 1073 of this title, the board of directors

may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted by the

board of directors, and which date shall not be more than ten (10)

Oklahoma Statutes - Title 18. Corporations

days after the date upon which the resolution fixing the record date

is adopted by the board of directors. If no record date has been

fixed by the board of directors, the record date for determining

shareholders entitled to consent to corporate action without a

meeting, when no prior action by the board of directors is required

by the Oklahoma General Corporation Act, shall be the first date on

which a signed consent setting forth the action taken or proposed to

be taken is delivered to the corporation in accordance with

subsection D of Section 1073 of this title. If no record date has

been fixed by the board of directors and prior action by the board

of directors is required by the Oklahoma General Corporation Act,

the record date for determining shareholders entitled to consent to

corporate action in writing without a meeting shall be at the close

of business on the day on which the board of directors adopts the

resolution taking such prior action.

C. In order that the corporation may determine the shareholders

entitled to receive payment of any dividend or other distribution or

allotment of any rights or the shareholders entitled to exercise any

rights in respect of any change, conversion or exchange of stock, or

for the purpose of any other lawful action, the board of directors

may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted, and

which record date shall be not more than sixty (60) days prior to

such action. If no record date is fixed, the record date for

determining shareholders for any such purpose shall be at the close

of business on the day on which the board of directors adopts the

resolution relating thereto.

Added by Laws 1986, c. 292, § 58, eff. Nov. 1, 1986. Amended by

Laws 1988, c. 323, § 10, eff. Nov. 1, 1988; Laws 2017, c. 323, § 12,

eff. Nov. 1, 2017; Laws 2024, c. 120, § 25, eff. Nov. 1, 2024.