Oklahoma § 18-1063

§ 18-1063.

Voting trusts and other voting agreements.

VOTING TRUSTS AND OTHER VOTING AGREEMENTS

A. One (1) or more shareholders, by agreement in writing, may

deposit capital stock of an original issue with or transfer capital

stock to any person or persons, or entity or entities, authorized to

act as trustee, for the purpose of vesting in the person or persons,

or entity or entities, who may be designated voting trustee, or

voting trustees, the right to vote thereon for any period of time

determined by the agreement upon the terms and conditions stated in

the agreement. The agreement may contain any other lawful

provisions not inconsistent with its purpose. After delivery of a

copy of the agreement to the registered office of the corporation in

this state or the principal place of business of the corporation,

which copy shall be open to the inspection of any shareholder of the

corporation or any beneficiary of the trust under the agreement

daily during business hours, certificates of stock or uncertificated

stock shall be issued to the voting trustee or trustees to represent

any stock of an original issue so deposited with the trustee or

trustees, and any certificates of stock or uncertificated stock so

transferred to the voting trustee or trustees shall be surrendered

and canceled and new certificates or uncertificated stock shall be

issued therefor to the voting trustee or trustees. In the

certificate so issued, if any, it shall be stated that it is issued

pursuant to the agreement and that fact shall also be stated in the

stock ledger of the corporation. The voting trustee or trustees may

vote the stock so issued or transferred during the period specified

in the agreement. Stock standing in the name of the voting trustee

or trustees may be voted either in person or by proxy. In voting

the stock, the voting trustee or trustees shall incur no

responsibility as shareholder, trustee, or otherwise, except for the

trustee's or trustees' own individual malfeasance. In any case

where two (2) or more persons or entities are designated as voting

trustees, and the right and method of voting any stock standing in

their names at any meeting of the corporation are not fixed by the

agreement appointing the trustees, the right to vote the stock and

Oklahoma Statutes - Title 18. Corporations

the manner of voting it at the meeting shall be determined by a

majority of the trustees, or if they be equally divided or the right

and manner of voting the stock in any particular case, the vote of

the stock shall be divided equally among the trustees.

B. Any amendment to a voting trust agreement shall be made by a

written agreement, a copy of which shall be delivered to the

registered office of the corporation in this state or the principal

place of business of the corporation.

C. An agreement between two (2) or more shareholders, if in

writing and signed by the parties thereto, may provide that in

exercising any voting rights, the shares held by them shall be voted

as provided by the agreement, or as the parties may agree, or as

determined in accordance with a procedure agreed upon by them.

D. This section shall not be construed to invalidate any voting

or other agreement among shareholders or any irrevocable proxy which

is not otherwise illegal.

Added by Laws 1986, c. 292, § 63, eff. Nov. 1, 1986. Amended by

Laws 1987, c. 146, § 4, emerg. eff. June 24, 1987; Laws 1998, c.

422, § 11, eff. Nov. 1, 1998; Laws 2004, c. 255, § 12, eff. Nov. 1,

2004; Laws 2017, c. 323, § 13, eff. Nov. 1, 2017.