{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1060","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1060","heading":"Voting rights of members of nonstock corporations -","body":"Quorum - Proxies.\n\nVOTING RIGHTS OF MEMBERS OF NONSTOCK\n\nCORPORATIONS; QUORUM; PROXIES\n\nA. The provisions of Sections 1056 through 1059 and 1061 of\n\nthis title shall not apply to nonstock corporations, except that\n\nsubsections A and D of Section 1056 and subsections C, D and E of\n\nSection 1057 of this title shall apply to nonstock corporations,\n\nand, when so applied, all references therein to shareholders and to\n\nthe board of directors shall be deemed to refer to the members and\n\nthe governing body of a nonstock corporation, respectively; and all\n\nreferences to stock, capital stock, or shares thereof shall be\n\ndeemed to refer to memberships of a nonprofit nonstock corporation\n\nand to membership interests of any other nonstock corporation.\n\nB. Unless otherwise provided for in the certificate of\n\nincorporation or the bylaws of a nonstock corporation, and subject\n\nto subsection F of this section, each member shall be entitled at\n\nevery meeting of members to one vote on each matter submitted to a\n\nvote of members. A member may exercise such voting rights in person\n\nor by proxy, but no proxy shall be voted on after three (3) years\n\nfrom its date, unless the proxy provides for a longer period.\n\nC. Unless otherwise provided for in the Oklahoma General\n\nCorporation Act, the certificate of incorporation or bylaws of a\n\nnonstock corporation may specify the number of members having voting\n\npower who shall be present or represented by proxy at any meeting in\n\norder to constitute a quorum for, and the votes that shall be\n\nnecessary for, the transaction of any business. In the absence of\n\nsuch specification in the certificate of incorporation or bylaws of\n\na nonstock corporation:\n\n1. One-third (1/3) of the members of the corporation shall\n\nconstitute a quorum at a meeting of the members;\n\n2. In all matters other than the election of the governing body\n\nof the corporation, the affirmative vote of a majority of the\n\nmembers present in person or represented by proxy at the meeting and\n\nentitled to vote on the subject matter shall be the act of the\n\nmembers, unless the vote of a greater number is required by the\n\nprovisions of the Oklahoma General Corporation Act, the certificate\n\nof incorporation or bylaws;\n\n3. Members of the governing body shall be elected by a\n\nplurality of the votes of the members of the corporation present in\n\nperson or represented by proxy at the meeting and entitled to vote;\n\nand\n\n4. When a separate vote by a class or group or classes or\n\ngroups is required, a majority of the members of such class or group\n\nor classes or groups, present in person or represented by proxy,\n\nshall constitute a quorum entitled to take action with respect to\n\nthat vote on that matter and, in all matters other than the election\n\nof members of the governing body, the affirmative vote of the\n\nmajority of the members of such class or group or classes or groups\n\npresent in person or represented by proxy at the meeting shall be\n\nthe act of such class or group or classes or groups.\n\nD. If the election of the governing body of any nonstock\n\ncorporation shall not be held on the day designated by the bylaws,\n\nthe governing body shall cause the election to be held as soon\n\nthereafter as convenient. The failure to hold such an election at\n\nthe designated time shall not work any forfeiture or dissolution of\n\nthe corporation, but the district court may summarily order such an\n\nelection to be held upon the application of any member of the\n\ncorporation. At any election pursuant to such order the persons\n\nentitled to vote in such election who shall be present at such\n\nmeeting, either in person or by proxy, shall constitute a quorum for\n\nsuch meeting, notwithstanding any provision of the certificate of\n\nincorporation or the bylaws of the corporation to the contrary.\n\nE. If authorized by the governing body, any requirement of a\n\nwritten ballot shall be satisfied by a ballot submitted by\nthe persons\n\nentitled to vote in such election who shall be present at such\n\nmeeting, either in person or by proxy, shall constitute a quorum for\n\nsuch meeting, notwithstanding any provision of the certificate of\n\nincorporation or the bylaws of the corporation to the contrary.\n\nE. If authorized by the governing body, any requirement of a\n\nwritten ballot shall be satisfied by a ballot submitted by\n\nelectronic transmission, provided that the electronic transmission\n\nshall either set forth or be submitted with information from which\n\nit can be determined that the electronic transmission was authorized\n\nby the member or proxy holder.\n\nF. Except as otherwise provided in the certificate of\n\nincorporation, in the bylaws, or by resolution of the governing\n\nbody, the record date for any meeting or corporate action shall be\n\ndeemed to be the date of such meeting or corporate action; provided,\n\nhowever, that no record date may precede any action by the governing\n\nbody fixing such record date.","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":"a44d0e3c86d5088bdba60066faa1ecf85156979902b96fb1f3216698e0726ab9","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1059","next":"us-ok/okla.-stat.-tit.-18-18-1061"},"notice":"GroundRules: Original legal text. Not legal advice."}