{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1068","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1068","heading":"Vacancies and newly created directorships","body":"VACANCIES AND NEWLY CREATED DIRECTORSHIPS\n\nA. 1. Unless otherwise provided in the certificate of\n\nincorporation or bylaws:\n\na. vacancies and newly created directorships resulting\n\nfrom any increase in the authorized number of\n\ndirectors elected by all of the shareholders having\n\nthe right to vote as a single class may be filled by a\n\nmajority of the directors then in office, although\n\nless than a quorum, or by a sole remaining director,\n\nand\n\nb. whenever the holders of any class or classes of stock\n\nor series thereof are entitled to elect one or more\n\ndirectors by the provisions of the certificate of\n\nincorporation, vacancies and newly created\n\ndirectorships of such class or classes or series may\n\nbe filled by a majority of the directors elected by\n\nsuch class or classes or series thereof then in\n\noffice, or by a sole remaining director so elected.\n\n2. If at any time, by reason of death or resignation or other\n\ncause, a corporation should have no directors in office, then any\n\nofficer or any shareholder or an executor, administrator, trustee or\n\nguardian of a shareholder, or other fiduciary entrusted with like\n\nresponsibility for the person or estate of a shareholder, may call a\n\nspecial meeting of shareholders in accordance with the provisions of\n\nthe certificate of incorporation or the bylaws, or may apply to the\n\ndistrict court for a decree summarily ordering an election as\n\nprovided for in Sections 1056 and 1060 of this title.\n\nB. In the case of a corporation the directors of which are\n\ndivided into classes, any directors chosen under subsection A of\n\nthis section shall hold office until the next election of the class\n\nfor which such directors shall have been chosen, and until their\n\nsuccessors shall be elected and qualified.\n\nC. If, at the time of filling any vacancy or any newly created\n\ndirectorship, the directors then in office shall constitute less\n\nthan a majority of the whole board, as constituted immediately prior\n\nto any such increase, the district court, upon application of any\n\nshareholder or shareholders holding at least ten percent (10%) of\n\nthe voting stock at the time outstanding having the right to vote\n\nfor such directors, may summarily order an election to be held to\n\nfill any such vacancies or newly created directorships, or to\n\nreplace the directors chosen by the directors then in office, which\n\nelection shall be governed by the provisions of Sections 1056 and\n\n1060 of this title as far as applicable.\n\nD. Unless otherwise provided in the certificate of\n\nincorporation or bylaws, when one or more directors shall resign\n\nfrom the board, effective at a future date, a majority of the\n\ndirectors then in office, including those who have so resigned,\n\nshall have power to fill such vacancy or vacancies, the vote thereon\n\nto take effect when such resignation or resignations shall become\n\neffective, and each director so chosen shall hold office as provided\n\nfor in this section in the filling of other vacancies.","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":"d67e847f83870edc4b0eb7af6276672230ae06aa4b0daf084162c1da9386d1c8","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1067","next":"us-ok/okla.-stat.-tit.-18-18-1069"},"notice":"GroundRules: Original legal text. Not legal advice."}