Oklahoma § 18-1073

§ 18-1073.

Consent of shareholders in lieu of meeting.

CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

A. Unless otherwise provided for in the certificate of

incorporation, any action required by the provisions of the Oklahoma

General Corporation Act to be taken at any annual or special meeting

of shareholders of a corporation or any action which may be taken at

any annual or special meeting of shareholders, may be taken without

a meeting, without prior notice, and without a vote, if a consent or

consents, setting forth the action so taken, shall be signed by the

holders of outstanding stock having not less than the minimum number

of votes that would be necessary to authorize or take the action at

a meeting at which all shares entitled to vote thereon were present

and voted and shall be delivered to the corporation in the manner

required by this section.

B. Unless otherwise provided for in the certificate of

incorporation, any action required by the provisions of the Oklahoma

General Corporation Act to be taken at a meeting of the members of a

nonstock corporation, or any action which may be taken at any

meeting of the members of a nonstock corporation, may be taken

without a meeting, without prior notice and without a vote, if a

consent or consents, setting forth the action taken, shall be signed

by members having not less than the minimum number of votes that

would be necessary to authorize or take such action at a meeting at

which all members having a right to vote thereon were present and

voted and shall be delivered to the corporation in the manner

required by this section.

C. A consent must be set forth in writing or in an electronic

transmission. No consent shall be effective to take the corporate

action referred to therein unless consent signed by a sufficient

number of holders or members to take action is delivered to the

corporation in the manner required by this section within sixty (60)

days of the first date on which a consent is so delivered to the

corporation. Any person executing a consent may provide, whether

through instruction to an agent or otherwise, that such a consent

will be effective at a future time including a time determined upon

Oklahoma Statutes - Title 18. Corporations

the happening of an event, no later than sixty (60) days after such

instruction is given or such provision is made if evidence of such

instruction or provision is provided to the corporation. If the

person is not a shareholder or member of record when the consent is

executed, the consent shall not be valid unless the person is a

shareholder or member of record as of the record date for

determining shareholders or members entitled to consent to the

action. Unless otherwise provided, any such consent shall be

revocable prior to its becoming effective. All references to a

“consent” in this section mean a consent permitted by this section.

D. A consent permitted by this section shall be delivered:

1. To the principal place of business of the corporation;

2. To an officer or agent of the corporation who has custody of

the book in which proceedings of meetings of shareholders or members

are recorded;

3. To the registered office of the corporation in this state in

person or by certified or registered mail, return receipt requested;

or

4. In accordance with Section 1014.3 of this title to an

information processing system, if any, designated by the corporation

for receiving such consents. Consent delivered under this paragraph

shall set forth or be delivered with information that enables the

corporation to determine the date of delivery of such consent and

the identity of the person giving such consent. If such consent is

given by a person authorized to act for a shareholder or member as

proxy, such consent shall comply with the applicable provisions of

paragraphs 2 and 3 of subsection C of Section 1075.2 of this title.

Any copy, facsimile, or other reliable reproduction of a consent

in writing may be substituted or used in lieu of the original

writing for any purposes for which the original writing could be

used, provided that the copy, facsimile, or other reliable

reproduction shall be a complete reproduction of the entire original

writing. A consent may be documented and signed in accordance with

Section 1014.3 of this title, and when so documented and signed

shall be deemed to be in writing for purposes of this title. If

such consent is delivered under paragraph 1, 2, or 3 of this

subsection, such consent must be reproduced and delivered in paper

form.

E. Prompt notice of the taking of the corporate action without

a meeting by less than unanimous consent shall be given to those

shareholders or members who have not consented and who, if the

action had been taken at a meeting, would have been entitled to

notice of the meeting if the record date for notice of the meeting

had been the date that consents signed by a sufficient number of

shareholders or members to take the action were delivered to the

corporation as provided in this section. In the event that the

action for which consent is given is an action that would have

Oklahoma Statutes - Title 18. Corporations

required the filing of a certificate under any other section of this

title if the action had been voted on by shareholders or by members

at a meeting thereof the certificate filed under the other section

shall state, in lieu of any statement required by the section

concerning any vote of shareholders or members, that consent has

been given in accordance with the provisions of this section.

Added by Laws 1986, c. 292, § 73, eff. Nov. 1, 1986. Amended by

Laws 1988, c. 323, § 12, eff. Nov. 1, 1988; Laws 1991, c. 53, § 1,

eff. Sept. 1, 1991; Laws 1998, c. 422, § 13, eff. Nov. 1, 1998; Laws

2001, c. 405, § 15, eff. Nov. 1, 2001; Laws 2004, c. 255, § 17, eff.

Nov. 1, 2004; Laws 2010, c. 384, § 106, eff. Sept. 1, 2010; Laws

2017, c. 323, § 19, eff. Nov. 1, 2017; Laws 2021, c. 51, § 9, eff.

Nov. 1, 2021; Laws 2024, c. 120, § 28, eff. Nov. 1, 2024.