{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1061","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1061","heading":"Quorum and required vote for stock corporations","body":"QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS\n\nSubject to the provisions of the Oklahoma General Corporation\n\nAct, in respect of the vote that shall be required for a specified\n\naction, the certificate of incorporation or bylaws of any\n\ncorporation authorized to issue stock may specify the number of\n\nshares and/or the amount of other securities having voting power the\n\nholders of which shall be present or represented by proxy at any\n\nmeeting in order to constitute a quorum for, and the votes that\n\nshall be necessary for, the transaction of any business, but in no\n\nevent shall a quorum consist of less than one-third (1/3) of the\n\nshares entitled to vote at the meeting, except that, where a\n\nseparate vote by a class or series or classes or series is required,\n\na quorum shall consist of no less than one-third (1/3) of the share\n\nof that class or series or classes or series. In the absence of\n\nsuch specification in the certificate of incorporation or bylaws of\n\nthe corporation:\n\n1. A majority of the shares entitled to vote, present in person\n\nor represented by proxy, shall constitute a quorum at a meeting of\n\nshareholders;\n\n2. In all matters other than the election of directors, the\n\naffirmative vote of the majority of shares present in person or\n\nrepresented by proxy at the meeting and entitled to vote on the\n\nsubject matter shall be the act of the shareholders;\n\n3. Directors shall be elected by a plurality of the votes of\n\nthe shares present in person or represented by proxy at the meeting\n\nand entitled to vote on the election of directors; and\n\n4. Where a separate vote by a class or series or classes or\n\nseries is required, a majority of the outstanding shares of such\n\nclass or series or classes or series, present in person or\n\nrepresented by proxy, shall constitute a quorum entitled to take\n\naction with respect to that vote on that matter and the affirmative\n\nvote of the majority of shares of such class or series or classes or\n\nseries present in person or represented by proxy at the meeting\n\nshall be the act of such class or series or classes or series.","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":"c50a4991f5d95bd98a8a0e82013115dfecd88c196f52efb5fe06ce503ad7cc8d","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1060","next":"us-ok/okla.-stat.-tit.-18-18-1062"},"notice":"GroundRules: Original legal text. Not legal advice."}