Oklahoma § 18-1070 - Contested election of directors - Proceedings to

§ 18-1070. Contested election of directors - Proceedings to

determine validity.

CONTESTED ELECTION OF DIRECTORS;

PROCEEDINGS TO DETERMINE VALIDITY

A. Upon application of any shareholder or director, or any

officer whose title to office is contested, the district court may

hear and determine the validity of any election, appointment,

removal or resignation of any director or officer of any

corporation, and the right of any person to hold, or continue to

hold, such office, and, in case any such office is claimed by more

than one person, may determine the person entitled thereto; and to

that end make such order or decree in any such case as may be just

and proper, with power to enforce the production of any books,

papers and records of the corporation relating to the issue. In

case it should be determined that no valid election has been held,

Oklahoma Statutes - Title 18. Corporations

the district court may order an election to be held in accordance

with the provisions of Section 1056 or 1060 of this title. In any

such application, service of copies of the application upon the

registered agent of the corporation shall be deemed to be service

upon the corporation and upon the person whose title to office is

contested and upon the person, if any, claiming such office; and the

registered agent shall forward immediately a copy of the application

to the corporation and to the person whose title to office is

contested and to the person, if any, claiming such office, in a

postpaid, sealed, registered letter addressed to such corporation

and such person at their post office addresses last known to the

registered agent or furnished to the registered agent by the

applicant shareholder. The court may make such order respecting

further or other notice of such application as it deems proper under

the circumstances.

B. Upon application of any shareholder or upon application of

the corporation itself, the district court may hear and determine

the result of any vote of shareholders upon matters other than the

election of directors or officers. Service of the application upon

the registered agent of the corporation shall be deemed to be

service upon the corporation, and no other party need be joined in

order for the court to adjudicate the result of the vote. The court

may make such order respecting notice of the application as it deems

proper under the circumstances.

C. If one or more directors has been convicted of a felony in

connection with the duties of such director or directors to the

corporation, or if there has been a prior judgment on the merits by

a court of competent jurisdiction that one or more directors has

committed a breach of the duty of loyalty in connection with the

duties of such director or directors to that corporation, then, upon

application by the corporation, or derivatively in the right of the

corporation by any shareholder, in a subsequent action brought for

such purpose, the district court may remove from office such

director or directors if the court determines that the director or

directors did not act in good faith in performing the acts resulting

in the prior conviction or judgment and judicial removal is

necessary to avoid irreparable harm to the corporation. In

connection with such removal, the court may make such orders as are

necessary to effect such removal. In any such application, service

of copies of the application upon the registered agent of the

corporation shall be deemed to be service upon the corporation and

upon the director or directors whose removal is sought; and the

registered agent shall forward immediately a copy of the application

to the corporation and to such director or directors, in a postpaid,

sealed, registered letter addressed to such corporation and such

director or directors at their post office addresses last known to

the registered agent or furnished to the registered agent by the

Oklahoma Statutes - Title 18. Corporations

applicant. The court may make such order respecting further or

other notice of such application as it deems proper under the

circumstances.

Added by Laws 1986, c. 292, § 70, eff. Nov. 1, 1986. Amended by

Laws 2004, c. 255, § 16, eff. Nov. 1, 2004; Laws 2017, c. 323, § 18,

eff. Nov. 1, 2017.