{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1012","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1012","heading":"Organization meeting of incorporators or directors named","body":"in certificate of incorporation.\n\nORGANIZATION MEETING OF INCORPORATORS OR DIRECTORS NAMED IN\n\nCERTIFICATE OF INCORPORATION\n\nA. After the filing of the certificate of incorporation, an\n\norganization meeting of the incorporator or incorporators, or of the\n\nboard of directors if the initial directors were named in the\n\ncertificate of incorporation, shall be held either within or without\n\nthis state at the call of a majority of the incorporators or\n\ndirectors, as the case may be, for the purposes of adopting bylaws,\n\nelecting directors if the meeting is of the incorporators, to serve\n\nor hold office until the first annual meeting of shareholders or\n\nuntil their successors are elected and qualify, electing officers if\n\nthe meeting is of the directors, doing any other or further acts to\n\nperfect the organization of the corporation, and transacting such\n\nother business as may come before the meeting.\n\nB. The persons calling the meeting shall give to each other\n\nincorporator or director, as the case may be, at least two (2) days’\n\nnotice thereof in writing or by electronic transmission by any usual\n\nmeans of communication, which notice shall state the time, place and\n\npurposes of the meeting as fixed by the persons calling it. Notice\n\nof the meeting need not be given to anyone who attends the meeting\n\nor who signs a waiver of notice either before or after the meeting.\n\nC. Unless otherwise restricted by the certificate of\n\nincorporation, any action permitted to be taken at the organization\n\nmeeting of the incorporators or directors, as the case may be, may\n\nbe taken without a meeting if each incorporator or director, where\n\nthere is more than one, or the sole incorporator or director where\n\nthere is only one, consents thereto in writing or by electronic\n\ntransmission. A consent may be documented, signed, and delivered in\n\nany manner permitted by Section 1014.3 of this title. Any person\n\nwhether or not then an incorporator or director may provide, whether\n\nthrough instruction to an agent or otherwise, that a consent to\n\naction will be effective at a future time including a time\n\ndetermined upon the happening of an event, no later than sixty (60)\n\ndays after such instruction is given or such provision is made and\n\nsuch consent shall be deemed to have been given for purposes of this\n\nsubsection at such effective time so long as such person is then an\n\nincorporator or director, as the case may be, and did not revoke the\n\nconsent prior to such time. Any such consent shall be revocable\n\nprior to its becoming effective.\n\nD. If any incorporator is not available to act, then any person\n\nfor whom or on whose behalf the incorporator was acting directly or\n\nindirectly as employee or agent may take any action that such\n\nincorporator would have been authorized to take under this section\n\nor Section 1011 of this title; provided, that any instrument signed\n\nby such other person, or any record of the proceedings of a meeting\n\nin which such person participated, shall state that such\n\nincorporator is not available and the reason therefor, that such\n\nincorporator was acting directly or indirectly as employee or agent\n\nfor or on behalf of such person, and that such person’s signature on\n\nsuch instrument or participation in such meeting is otherwise\n\nauthorized and not wrongful.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"a6ba190a2c49d520f9b23ea82ce67a52d61db7c4db07f7fba028e8c863122d55","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1011","next":"us-ok/okla.-stat.-tit.-18-18-1013"},"notice":"GroundRules: Original legal text. Not legal advice."}