{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1070","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1070","heading":"Contested election of directors - Proceedings to","body":"determine validity.\n\nCONTESTED ELECTION OF DIRECTORS;\n\nPROCEEDINGS TO DETERMINE VALIDITY\n\nA. Upon application of any shareholder or director, or any\n\nofficer whose title to office is contested, the district court may\n\nhear and determine the validity of any election, appointment,\n\nremoval or resignation of any director or officer of any\n\ncorporation, and the right of any person to hold, or continue to\n\nhold, such office, and, in case any such office is claimed by more\n\nthan one person, may determine the person entitled thereto; and to\n\nthat end make such order or decree in any such case as may be just\n\nand proper, with power to enforce the production of any books,\n\npapers and records of the corporation relating to the issue. In\n\ncase it should be determined that no valid election has been held,\n\nthe district court may order an election to be held in accordance\n\nwith the provisions of Section 1056 or 1060 of this title. In any\n\nsuch application, service of copies of the application upon the\n\nregistered agent of the corporation shall be deemed to be service\n\nupon the corporation and upon the person whose title to office is\n\ncontested and upon the person, if any, claiming such office; and the\n\nregistered agent shall forward immediately a copy of the application\n\nto the corporation and to the person whose title to office is\n\ncontested and to the person, if any, claiming such office, in a\n\npostpaid, sealed, registered letter addressed to such corporation\n\nand such person at their post office addresses last known to the\n\nregistered agent or furnished to the registered agent by the\n\napplicant shareholder. The court may make such order respecting\n\nfurther or other notice of such application as it deems proper under\n\nthe circumstances.\n\nB. Upon application of any shareholder or upon application of\n\nthe corporation itself, the district court may hear and determine\n\nthe result of any vote of shareholders upon matters other than the\n\nelection of directors or officers. Service of the application upon\n\nthe registered agent of the corporation shall be deemed to be\n\nservice upon the corporation, and no other party need be joined in\n\norder for the court to adjudicate the result of the vote. The court\n\nmay make such order respecting notice of the application as it deems\n\nproper under the circumstances.\n\nC. If one or more directors has been convicted of a felony in\n\nconnection with the duties of such director or directors to the\n\ncorporation, or if there has been a prior judgment on the merits by\n\na court of competent jurisdiction that one or more directors has\n\ncommitted a breach of the duty of loyalty in connection with the\n\nduties of such director or directors to that corporation, then, upon\n\napplication by the corporation, or derivatively in the right of the\n\ncorporation by any shareholder, in a subsequent action brought for\n\nsuch purpose, the district court may remove from office such\n\ndirector or directors if the court determines that the director or\n\ndirectors did not act in good faith in performing the acts resulting\n\nin the prior conviction or judgment and judicial removal is\n\nnecessary to avoid irreparable harm to the corporation. In\n\nconnection with such removal, the court may make such orders as are\n\nnecessary to effect such removal. In any such application, service\n\nof copies of the application upon the registered agent of the\n\ncorporation shall be deemed to be service upon the corporation and\n\nupon the director or directors whose removal is sought; and the\n\nregistered agent shall forward immediately a copy of the application\n\nto the corporation and to such director or directors, in a postpaid,\n\nsealed, registered letter addressed to such corporation and such\n\ndirector or directors at their post office addresses last known to\n\nthe registered agent or furnished to the registered agent by the\n\nand the\n\nregistered agent shall forward immediately a copy of the application\n\nto the corporation and to such director or directors, in a postpaid,\n\nsealed, registered letter addressed to such corporation and such\n\ndirector or directors at their post office addresses last known to\n\nthe registered agent or furnished to the registered agent by the\n\napplicant. The court may make such order respecting further or\n\nother notice of such application as it deems proper under the\n\ncircumstances.","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":"4c07b5acb7b1b59e5464b2598d80d3ab187985c50c642af7240f273f9c2eeaa4","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1069","next":"us-ok/okla.-stat.-tit.-18-18-1071"},"notice":"GroundRules: Original legal text. Not legal advice."}