{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1027","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1027","heading":"Board of directors – Powers – Number – Qualifications -","body":"Terms and quorum – Committees - Classes of directors - Nonstock\n\ncorporations - Reliance upon books - Action without meeting; etc.\n\nBOARD OF DIRECTORS; POWERS; NUMBER; QUALIFICATIONS; TERMS\n\nAND QUORUM; COMMITTEES; CLASSES OF DIRECTORS; NONSTOCK CORPORATIONS;\n\nRELIANCE UPON BOOKS; ACTION WITHOUT MEETING; ETC.\n\nA. The business and affairs of every corporation organized in\n\naccordance with the provisions of the Oklahoma General Corporation\n\nAct shall be managed by or under the direction of a board of\n\ndirectors, except as may be otherwise provided for in the Oklahoma\n\nGeneral Corporation Act or in the corporation’s certificate of\n\nincorporation. If any provision is made in the certificate of\n\nincorporation, the powers and duties conferred or imposed upon the\n\nboard of directors by the provisions of the Oklahoma General\n\nCorporation Act shall be exercised or performed to the extent and by\n\nthe person or persons stated in the certificate of incorporation.\n\nB. The board of directors of a corporation shall consist of one\n\nor more members, each of whom shall be a natural person. The number\n\nof directors shall be fixed by or in the manner provided for in the\n\nbylaws, unless the certificate of incorporation fixes the number of\n\ndirectors, in which case a change in the number of directors shall\n\nbe made only by amendment of the certificate. Directors need not be\n\nshareholders unless so required by the certificate of incorporation\n\nor the bylaws. The certificate of incorporation or bylaws may\n\nprescribe other qualifications for directors. Each director shall\n\nhold office until a successor is elected and qualified or until his\n\nor her earlier resignation or removal. Any director may resign at\n\nany time upon notice given in writing or by electronic transmission\n\nto the corporation. A resignation is effective when the resignation\n\nis delivered unless the resignation specifies a later effective date\n\nor an effective date determined upon the happening of an event or\n\nevents. A resignation that is conditioned upon the director failing\n\nto receive a specified vote for reelection as a director may provide\n\nthat it is irrevocable. A majority of the total number of directors\n\nshall constitute a quorum for the transaction of business unless the\n\ncertificate of incorporation or the bylaws require a greater number.\n\nUnless the certificate of incorporation provides otherwise, the\n\nbylaws may provide that a number less than a majority shall\n\nconstitute a quorum which in no case shall be less than one-third\n\n(1/3) of the total number of directors. The vote of the majority of\n\nthe directors present at a meeting at which a quorum is present\n\nshall be the act of the board of directors unless the certificate of\n\nincorporation or the bylaws shall require a vote of a greater\n\nnumber.\n\nC. 1. The board of directors may designate one or more\n\ncommittees consisting of one or more of the directors of the\n\ncorporation. The board may designate one or more directors as\n\nalternate members of any committee, who may replace any absent or\n\ndisqualified member at any meeting of the committee. The bylaws may\n\nprovide that in the absence or disqualification of a member of a\n\ncommittee, the member or members present at a meeting and not\n\ndisqualified from voting, whether or not the member or members\n\nconstitute a quorum, may unanimously appoint another member of the\n\nboard of directors to act at the meeting in the place of any absent\n\nor disqualified member. Any committee, to the extent provided in\n\nthe resolution of the board of directors, or in the bylaws of the\n\ncorporation, shall have and may exercise all the powers and\n\nauthority of the board of directors in the management of the\n\nbusiness and affairs of the corporation, and may authorize the seal\n\nof the corporation to be affixed to all papers which may require it;\n\nbut no committee shall have the power or authority to:\nent provided in\n\nthe resolution of the board of directors, or in the bylaws of the\n\ncorporation, shall have and may exercise all the powers and\n\nauthority of the board of directors in the management of the\n\nbusiness and affairs of the corporation, and may authorize the seal\n\nof the corporation to be affixed to all papers which may require it;\n\nbut no committee shall have the power or authority to:\n\na. approve, adopt, or recommend to the shareholders any\n\naction or matter, other than the election or removal\n\nof directors, expressly required by the Oklahoma\n\nGeneral Corporation Act to be submitted to\n\nshareholders for approval, or\n\nb. adopt, amend, or repeal any bylaw of the corporation.\n\n2. Unless otherwise provided in the certificate of\n\nincorporation, the bylaws or the resolution of the board of\n\ndirectors designating the committee, a committee may create one or\n\nmore subcommittees, each subcommittee to consist of one or more\n\nmembers of the committee, and delegate to a subcommittee any or all\n\nof the powers and authority of the committee. Except for references\n\nto committees and members of committees in this subsection, every\n\nreference in this title to a committee of the board of directors or\n\na member of a committee shall be deemed to include a reference to a\n\nsubcommittee or member of a subcommittee.\n\n3. A majority of the directors then serving on a committee of\n\nthe board of directors or on a subcommittee of a committee shall\n\nconstitute a quorum for the transaction of business by the committee\n\nor subcommittee, unless the certificate of incorporation, the\n\nbylaws, a resolution of the board of directors or a resolution of a\n\ncommittee that created the subcommittee requires a greater or lesser\n\nnumber; provided that in no case shall a quorum be less than one-\n\nthird (1/3) of the directors then serving on the committee or\n\nsubcommittee. The vote of the majority of the members of a\n\ncommittee or subcommittee present at a meeting at which a quorum is\n\npresent shall be the act of the committee or subcommittee, unless\n\nthe certificate of incorporation, the bylaws, a resolution of the\n\nboard of directors or a resolution of a committee that created the\n\nsubcommittee requires a greater number.\n\nD. The directors of any corporation organized under the\n\nOklahoma General Corporation Act, by the certificate of\n\nincorporation or by an initial bylaw, or by a bylaw adopted by a\n\nvote of the shareholders, may be divided into one, two, or three\n\nclasses; the term of office of those of the first class to expire at\n\nthe first annual meeting held after the classification becomes\n\neffective; of the second class one (1) year thereafter; of the third\n\nclass two (2) years thereafter; and at each annual election held\n\nafter the classification becomes effective, directors shall be\n\nchosen for a full term, as the case may be, to succeed those whose\n\nterms expire. The certificate of incorporation or bylaw provision\n\ndividing the directors into classes may authorize the board of\n\ndirectors to assign members of the board then in office to such\n\nclasses when the classification becomes effective. The certificate\n\nof incorporation may confer upon holders of any class or series of\n\nstock the right to elect one or more directors who shall serve for\n\nthe term, and have voting powers as shall be stated in the\n\ncertificate of incorporation. The terms of office and voting powers\n\nof the directors elected in the manner so provided in the\n\ncertificate of incorporation may be greater than or less than those\n\nof any other director or class of directors. In addition, the\n\ncertificate of incorporation may confer upon one or more directors,\n\nwhether or not elected separately by the holders of any class or\n\nseries of stock, voting powers greater than or less than those of\n\nother directors. Any such provision conferring greater or lesser\n\nvoting power shall apply to voting in any committee, unless\nan those\n\nof any other director or class of directors. In addition, the\n\ncertificate of incorporation may confer upon one or more directors,\n\nwhether or not elected separately by the holders of any class or\n\nseries of stock, voting powers greater than or less than those of\n\nother directors. Any such provision conferring greater or lesser\n\nvoting power shall apply to voting in any committee, unless\n\notherwise provided in the certificate of incorporation or bylaws.\n\nIf the certificate of incorporation provides that directors elected\n\nby the holders of a class or series of stock shall have more or less\n\nthan one vote per director on any matter, every reference in the\n\nOklahoma General Corporation Act to a majority or other proportion\n\nof directors shall refer to a majority or other proportion of the\n\nvotes of the directors.\n\nE. A member of the board of directors, or a member of any\n\ncommittee designated by the board of directors, in the performance\n\nof the member’s duties, shall be fully protected in relying in good\n\nfaith upon the records of the corporation and upon information,\n\nopinions, reports, or statements presented to the corporation by any\n\nof the corporation’s officers or employees, or committees of the\n\nboard of directors, or by any other person as to matters the member\n\nreasonably believes are within the officer’s, employee’s,\n\ncommittee’s or other person’s competence and who have been selected\n\nwith reasonable care by or on behalf of the corporation.\n\nF. Unless otherwise restricted by the certificate of\n\nincorporation or bylaws:\n\n1. Any action required or permitted to be taken at any meeting\n\nof the board of directors, or of any committee thereof may be taken\n\nwithout a meeting if all members of the board or committee, as the\n\ncase may be, consent thereto in writing or by electronic\n\ntransmission, and a consent may be documented, signed, and delivered\n\nin any manner permitted by Section 1014.3 of this title. Any person\n\nwhether or not then a director may provide, whether through\n\ninstruction to an agent or otherwise, that a consent to action will\n\nbe effective at a future time (including a time determined upon the\n\nhappening of an event), no later than sixty (60) days after such\n\ninstruction is given or such provision is made and such consent\n\nshall be deemed to have been given for purposes of this subsection\n\nat such effective time so long as such person is then a director and\n\ndid not revoke the consent prior to such time; and any such consent\n\nshall be revocable prior to its becoming effective. After an action\n\nis taken, the consent or consents relating thereto shall be filed\n\nwith the minutes of the proceedings of the board of directors, or\n\nthe committee thereof, in the same paper or electronic form as the\n\nminutes are maintained;\n\n2. The board of directors of any corporation organized in\n\naccordance with the provisions of the Oklahoma General Corporation\n\nAct may hold its meetings, and have an office or offices, outside of\n\nthis state;\n\n3. The board of directors shall have the authority to fix the\n\ncompensation of directors; and\n\n4. Members of the board of directors of any corporation, or any\n\ncommittee designated by the board, may participate in a meeting of\n\nthe board or committee by means of conference telephone or other\n\ncommunications equipment by means of which all persons participating\n\nin the meeting can hear or otherwise communicate with each other.\n\nParticipation in a meeting pursuant to the provisions of this\n\nsubsection shall constitute presence in person at the meeting.\n\nG. 1. The certificate of incorporation or bylaws of any\n\nnonstock corporation may provide that less than one-third (1/3) of\n\nthe members of the governing body may constitute a quorum thereof\n\nand may otherwise provide that the business and affairs of the\n\ncorporation shall be managed in a manner different from that\n\nprovided for in this section, which differences may include\nerson at the meeting.\n\nG. 1. The certificate of incorporation or bylaws of any\n\nnonstock corporation may provide that less than one-third (1/3) of\n\nthe members of the governing body may constitute a quorum thereof\n\nand may otherwise provide that the business and affairs of the\n\ncorporation shall be managed in a manner different from that\n\nprovided for in this section, which differences may include\n\nadditional classes of directors, longer terms of service, the use of\n\nless than unanimous consents for board action, and permitting the\n\nChair of the Board of Directors to designate committees and appoint\n\nmembers.\n\n2. Except as may be otherwise provided by the certificate of\n\nincorporation, the provisions of this section shall apply to such a\n\ncorporation, and when so applied, all references to the board of\n\ndirectors, to members thereof, and to shareholders shall be deemed\n\nto refer to the governing body of the corporation, the members\n\nthereof and the members of the corporation, respectively; and all\n\nreferences to stock, capital stock, or shares shall be deemed to\n\nrefer to memberships of a nonprofit nonstock corporation and to\n\nmembership interests of any other nonstock corporation.\n\nH. 1. Any director or the entire board of directors may be\n\nremoved, with or without cause, by the holders of a majority of the\n\nshares then entitled to vote at an election of directors, except as\n\nfollows:\n\na. unless the certificate of incorporation otherwise\n\nprovides, in the case of a corporation whose board is\n\nclassified as provided for in subsection D of this\n\nsection, shareholders may effect such removal only for\n\ncause, or\n\nb. in the case of a corporation having cumulative voting,\n\nif less than the entire board is to be removed, no\n\ndirector may be removed without cause if the votes\n\ncast against the director’s removal would be\n\nsufficient to elect the director if then cumulatively\n\nvoted at an election of the entire board of directors,\n\nor, if there are classes of directors, at an election\n\nof the class of directors of which the director is a\n\npart.\n\n2. Whenever the holders of any class or series are entitled to\n\nelect one or more directors by the provisions of the certificate of\n\nincorporation, the provisions of this subsection shall apply, in\n\nrespect to the removal without cause of a director or directors so\n\nelected, to the vote of the holders of the outstanding shares of\n\nthat class or series and not to the vote of the outstanding shares\n\nas a whole.","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":"2a07bc16a1aac10ef2ead63623c564306b4c285f091d3fa40f3f586c7b799f09","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1026","next":"us-ok/okla.-stat.-tit.-18-18-1028"},"notice":"GroundRules: Original legal text. Not legal advice."}