{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1014","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1014","heading":"Emergency bylaws and other powers in emergency","body":"EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY\n\nA. The board of directors of any corporation may adopt\n\nemergency bylaws, subject to repeal or amendment by action of the\n\nshareholders, which, notwithstanding any different provision in the\n\nOklahoma General Corporation Act, in the certificate of\n\nincorporation, or bylaws, shall be operative during any emergency\n\nresulting from an attack on the United States or on a locality in\n\nwhich the corporation conducts its business or customarily holds\n\nmeetings of its board of directors or its shareholders, or during\n\nany nuclear or atomic disaster, or during the existence of any\n\ncatastrophe, including but not limited to an epidemic or pandemic\n\nand a declaration of a national emergency by the United States\n\ngovernment, or other similar emergency condition, irrespective of\n\nwhether a quorum of the board of directors or a standing committee\n\nthereof can readily be convened for action. The emergency bylaws\n\ncontemplated by this section may be adopted by the board of\n\ndirectors or, if a quorum cannot be readily convened for a meeting,\n\nby a majority of the directors present. The emergency bylaws may\n\nmake any provision that may be practical and necessary for the\n\ncircumstances of the emergency including provisions that:\n\n1. A meeting of the board of directors or a committee thereof\n\nmay be called by an officer or director in such manner and under\n\nsuch conditions as shall be prescribed in the emergency bylaws;\n\n2. The director or directors in attendance at the meeting, or\n\nany greater number fixed by the emergency bylaws, shall constitute a\n\nquorum; and\n\n3. The officers or other persons designated on a list approved\n\nby the board of directors before the emergency, all in such order of\n\npriority and subject to such conditions and for such period of time,\n\nnot longer than reasonably necessary after the termination of the\n\nemergency, as may be provided in the emergency bylaws or in the\n\nresolution approving the list, shall, to the extent required to\n\nprovide a quorum at any meeting of the board of directors, be deemed\n\ndirectors for such meeting.\n\nB. The board of directors, either before or during any such\n\nemergency, may provide, and from time to time modify, lines of\n\nsuccession in the event that during such emergency any or all\n\nofficers or agents of the corporation shall for any reason be\n\nrendered incapable of discharging their duties.\n\nC. The board of directors, either before or during any such\n\nemergency, may, effective in the emergency, change the head office\n\nor designate several alternative head offices or regional offices,\n\nor authorize the officers to do so.\n\nD. No officer, director or employee acting in accordance with\n\nany emergency bylaws shall be liable except for willful misconduct.\n\nE. To the extent not inconsistent with any emergency bylaws so\n\nadopted, the bylaws of the corporation shall remain in effect during\n\nany emergency and upon its termination the emergency bylaws shall\n\ncease to be operative.\n\nF. Unless otherwise provided in emergency bylaws, notice of any\n\nmeeting of the board of directors during such an emergency may be\n\ngiven only to such of the directors as it may be feasible to reach\n\nat the time and by such means as may be feasible at the time\n\nincluding publication or radio.\n\nG. To the extent required to constitute a quorum at any meeting\n\nof the board of directors during such an emergency, the officers of\n\nthe corporation who are present shall, unless otherwise provided in\n\nemergency bylaws, be deemed, in order of rank and within the same\n\nrank in order of seniority, directors for such meeting.\n\nH. Nothing contained in this section shall be deemed exclusive\n\nof any other provisions for emergency powers consistent with other\n\nsections of Section 1001 et seq. of this title which have been or\n\nmay be adopted by corporations created pursuant to the provisions of\n\nSection 1001 et seq. of this title.\nin order of rank and within the same\n\nrank in order of seniority, directors for such meeting.\n\nH. Nothing contained in this section shall be deemed exclusive\n\nof any other provisions for emergency powers consistent with other\n\nsections of Section 1001 et seq. of this title which have been or\n\nmay be adopted by corporations created pursuant to the provisions of\n\nSection 1001 et seq. of this title.\n\nI. During any emergency condition of a type described in\n\nsubsection A of this section, the board of directors or, if a quorum\n\ncannot be readily convened for a meeting, a majority of the\n\ndirectors present, may:\n\n1. Take any action that it determines to be practical and\n\nnecessary to address the circumstances of the emergency condition\n\nwith respect to a meeting of shareholders of the corporation,\n\nnotwithstanding anything to the contrary in this title or in the\n\ncertificate of incorporation or bylaws including, but not limited\n\nto:\n\na. to postpone any such meeting to a later time or date\n\nwith the record date for determining the shareholders\n\nentitled to notice of, and to vote at, such meeting\n\napplying to the postponed meeting irrespective of the\n\nrequirements of Section 1058 of this title, and\n\nb. with respect to a corporation subject to the reporting\n\nrequirements of Section 13 or Section 15(d) of the\n\nSecurities Exchange Act of 1934, as amended, and the\n\nrules and regulations promulgated thereunder, to\n\nnotify shareholders of any postponement or a change of\n\nthe place of the meeting or a change to hold the\n\nmeeting solely by means of remote communication solely\n\nby a document publicly filed by the corporation with\n\nthe Securities and Exchange Commission under Sections\n\n13, 14, or 15(d) of such act and such rules and\n\nregulations; and\n\n2. With respect to any dividend that has been declared as to\n\nwhich the record date has not occurred, change both the record date\n\nand payment date to a later date or dates if the changed payment\n\ndate is not more than sixty (60) days after the changed record date;\n\nprovided that, in either case, the corporation shall give notice of\n\nthe change to shareholders as soon as practicable thereafter and in\n\nany event before the record date in effect. Such notice, in the\n\ncase of a corporation subject to the reporting requirements of\n\nSection 13 or Section 15(d) of the Securities Exchange Act of 1934,\n\nas amended, and the rules and regulations promulgated thereunder,\n\nmay be given solely by a document publicly filed with the Securities\n\nand Exchange Commission under Section 13, Section 14, or Section\n\n15(d) of the Securities Exchange Act of 1934, as amended, and the\n\nrules and regulations. No person shall be liable, and no meeting of\n\nshareholders shall be postponed or voided, for the failure to make a\n\nshareholders list available under Section 1064 of this title if it\n\nwas not practicable to allow inspection during an emergency\n\ncondition.","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":"8b03af041ae98363de98a47ca922fcdfeadb84654846cae286264d86a4f2d75d","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1013","next":"us-ok/okla.-stat.-tit.-18-18-1014.1"},"notice":"GroundRules: Original legal text. Not legal advice."}