{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1057","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1057","heading":"Voting Rights of Shareholders - Proxies - Limitations","body":"VOTING RIGHTS OF SHAREHOLDERS; PROXIES; LIMITATIONS\n\nA. Unless otherwise provided for in the certificate of\n\nincorporation and subject to the provisions of Section 1058 of this\n\ntitle, each shareholder shall be entitled to one vote for each share\n\nof capital stock held by the shareholder. If the certificate of\n\nincorporation provides for more or less than one vote for any share\n\non any matter, every reference in Section 1001 et seq. of this title\n\nto a majority or other proportion of stock, voting stock or shares\n\nshall refer to such majority or other proportion of the votes of\n\nsuch stock, voting stock or shares.\n\nB. Each shareholder entitled to vote at a meeting of\n\nshareholders or to express consent or dissent to corporate action in\n\nwriting without a meeting may authorize another person or persons to\n\nact for the shareholder by proxy, but no proxy shall be voted or\n\nacted upon after three (3) years from its date, unless the proxy\n\nprovides for a longer period.\n\nC. Without limiting the manner in which a shareholder may\n\nauthorize another person or persons to act as a proxy pursuant to\n\nsubsection B of this section, the following shall constitute a valid\n\nmeans by which a shareholder may grant such authority:\n\n1. A shareholder or the shareholder’s authorized officer,\n\ndirector, employee, or agent may execute a writing authorizing\n\nanother person or persons to act for him or her as proxy.\n\n2. A shareholder may authorize another person or persons to act\n\nfor him or her as proxy by transmitting or authorizing the\n\ntransmission of a telegram, cablegram, or other means of electronic\n\ntransmission to the person who will be the holder of the proxy or to\n\na proxy solicitation firm, proxy support service organization, or\n\nlike agent duly authorized by the person who will be the holder of\n\nthe proxy to receive the transmission; provided, that any telegram,\n\ncablegram, or other means of electronic transmission must either set\n\nforth, or be submitted with information from which it can be\n\ndetermined, that the telegram, cablegram, or other electronic\n\ntransmission was authorized by the shareholder. If it is determined\n\nthat telegrams, cablegrams, or other electronic transmissions are\n\nvalid, the inspectors or, if there are no inspectors, any other\n\nperson making that determination shall specify the information upon\n\nwhich they relied.\n\n3. The authorization of a person to act as a proxy may be\n\ndocumented, signed, and delivered in accordance with Section 1014.3\n\nof this title, provided that the authorization shall set forth, or\n\nbe delivered with information enabling the corporation to determine,\n\nthe identity of the shareholder granting the authorization.\n\nD. Any copy, facsimile telecommunication, or other reliable\n\nreproduction of the writing or transmission created pursuant to\n\nsubsection C of this section may be substituted or used in lieu of\n\nthe original writing or transmission for any and all purposes for\n\nwhich the original writing or transmission could be used; provided,\n\nthat the copy, facsimile telecommunication, or other reproduction\n\nshall be a complete reproduction of the entire original writing or\n\ntransmission.\n\nE. A duly executed proxy shall be irrevocable if it states that\n\nit is irrevocable and if, and only as long as, it is coupled with an\n\ninterest sufficient in law to support an irrevocable power. A proxy\n\nmay be made irrevocable regardless of whether the interest with\n\nwhich it is coupled is an interest in the stock itself or an\n\ninterest in the corporation generally.","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":"f9cddde33ca6b0a8e2ef4feee3c084ab541fdda41e457c78ffdd994ba75f92af","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1056","next":"us-ok/okla.-stat.-tit.-18-18-1058"},"notice":"GroundRules: Original legal text. Not legal advice."}