{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1056","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1056","heading":"Meetings of shareholders","body":"MEETINGS OF SHAREHOLDERS\n\nA. 1. Meetings of shareholders may be held at such place,\n\neither within or without this state, as may be designated by or in\n\nthe manner provided in the certificate of incorporation or bylaws\n\nor, if not so designated, as determined by the board of directors.\n\nIf, pursuant to this paragraph or the certificate of incorporation\n\nor the bylaws of the corporation, the board of directors is\n\nauthorized to determine the place of a meeting of shareholders, the\n\nboard of directors may, in its sole discretion, determine that the\n\nmeeting shall not be held at any place, but may instead be held\n\nsolely by means of remote communication as authorized by paragraph 2\n\nof this subsection.\n\n2. If authorized by the board of directors in its sole\n\ndiscretion, and subject to such guidelines and procedures as the\n\nboard of directors may adopt, shareholders and proxyholders not\n\nphysically present at a meeting of shareholders may, by means of\n\nremote communication:\n\na. participate in a meeting of shareholders, and\n\nb. be deemed present in person and vote at a meeting of\n\nshareholders whether the meeting is to be held at a\n\ndesignated place or solely by means of remote\n\ncommunication, provided that:\n\n(1) the corporation shall implement reasonable\n\nmeasures to verify that each person deemed\n\npresent and permitted to vote at the meeting by\n\nmeans of remote communication is a shareholder or\n\nproxyholder,\n\n(2) the corporation shall implement reasonable\n\nmeasures to provide such shareholders and\n\nproxyholders a reasonable opportunity to\n\nparticipate in the meeting and to vote on matters\n\nsubmitted to the shareholders, including an\n\nopportunity to read or hear the proceedings of\n\nthe meeting substantially concurrently with the\n\nproceedings, and\n\n(3) if any shareholder or proxyholder votes or takes\n\nother action at the meeting by means of remote\n\ncommunication, a record of the vote or other\n\naction shall be maintained by the corporation.\n\nB. 1. Unless directors are elected by written consent in lieu\n\nof an annual meeting as permitted by this subsection, an annual\n\nmeeting of shareholders shall be held for the election of directors\n\non a date and at a time designated by or in the manner provided for\n\nin the bylaws. Shareholders may, unless the certificate of\n\nincorporation otherwise provides, act by written consent to elect\n\ndirectors; provided, however, that if the consent is less than\n\nunanimous, the action by written consent may be in lieu of holding\n\nan annual meeting only if all of the directorships to which\n\ndirectors could be elected at an annual meeting held at the\n\neffective time of the action are vacant and are filled by the\n\naction.\n\n2. Any other proper business may be transacted at the annual\n\nmeeting.\n\nC. A failure to hold the annual meeting at the designated time\n\nor to elect a sufficient number of directors to conduct the business\n\nof the corporation shall not affect otherwise valid corporate acts\n\nor work a forfeiture or dissolution of the corporation except as may\n\nbe otherwise specifically provided for in this act. If the annual\n\nmeeting for election of directors is not held on the date designated\n\ntherefor or action by written consent to elect directors in lieu of\n\nan annual meeting has not been taken, the directors shall cause the\n\nmeeting to be held as soon as is convenient. If there is a failure\n\nto hold the annual meeting or action by written consent to elect\n\ndirectors in lieu of an annual meeting for a period of thirty (30)\n\ndays after the date designated for the annual meeting, or if no date\n\nhas been designated, for a period of thirteen (13) months after the\n\nlatest to occur of the organization of the corporation, its last\n\nannual meeting, or the last action by written consent to elect\n\ndirectors in lieu of an annual meeting, the district court may\ndirectors in lieu of an annual meeting for a period of thirty (30)\n\ndays after the date designated for the annual meeting, or if no date\n\nhas been designated, for a period of thirteen (13) months after the\n\nlatest to occur of the organization of the corporation, its last\n\nannual meeting, or the last action by written consent to elect\n\ndirectors in lieu of an annual meeting, the district court may\n\nsummarily order a meeting to be held upon the application of any\n\nshareholder or director. The shares of stock represented at the\n\nmeeting, either in person or by proxy, and entitled to vote thereat,\n\nshall constitute a quorum for the purpose of the meeting,\n\nnotwithstanding any provision of the certificate of incorporation or\n\nbylaws to the contrary. The district court may issue orders as may\n\nbe appropriate, including, without limitation, orders designating\n\nthe time and place of the meeting, the record date or dates for\n\ndetermination of shareholders entitled to notice of the meeting and\n\nto vote, and the form of notice of the meeting.\n\nD. Special meetings of the shareholders may be called by the\n\nboard of directors or by the person or persons as may be authorized\n\nby the certificate of incorporation or by the bylaws.\n\nE. All elections of directors shall be by written ballot,\n\nunless otherwise provided for in the certificate of incorporation;\n\nif authorized by the board of directors, the requirement of a\n\nwritten ballot shall be satisfied by a ballot submitted by\n\nelectronic transmission; provided that the electronic transmission\n\nmust either set forth or be submitted with information from which it\n\ncan be determined that the electronic transmission was authorized by\n\nthe shareholder or proxyholder.","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":"d41501faa4ca68969332d71a699320ba286a90b90468c73f28c33ebc73664957","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1055.2","next":"us-ok/okla.-stat.-tit.-18-18-1057"},"notice":"GroundRules: Original legal text. Not legal advice."}