{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1073","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1073","heading":"Consent of shareholders in lieu of meeting","body":"CONSENT OF SHAREHOLDERS IN LIEU OF MEETING\n\nA. Unless otherwise provided for in the certificate of\n\nincorporation, any action required by the provisions of the Oklahoma\n\nGeneral Corporation Act to be taken at any annual or special meeting\n\nof shareholders of a corporation or any action which may be taken at\n\nany annual or special meeting of shareholders, may be taken without\n\na meeting, without prior notice, and without a vote, if a consent or\n\nconsents, setting forth the action so taken, shall be signed by the\n\nholders of outstanding stock having not less than the minimum number\n\nof votes that would be necessary to authorize or take the action at\n\na meeting at which all shares entitled to vote thereon were present\n\nand voted and shall be delivered to the corporation in the manner\n\nrequired by this section.\n\nB. Unless otherwise provided for in the certificate of\n\nincorporation, any action required by the provisions of the Oklahoma\n\nGeneral Corporation Act to be taken at a meeting of the members of a\n\nnonstock corporation, or any action which may be taken at any\n\nmeeting of the members of a nonstock corporation, may be taken\n\nwithout a meeting, without prior notice and without a vote, if a\n\nconsent or consents, setting forth the action taken, shall be signed\n\nby members having not less than the minimum number of votes that\n\nwould be necessary to authorize or take such action at a meeting at\n\nwhich all members having a right to vote thereon were present and\n\nvoted and shall be delivered to the corporation in the manner\n\nrequired by this section.\n\nC. A consent must be set forth in writing or in an electronic\n\ntransmission. No consent shall be effective to take the corporate\n\naction referred to therein unless consent signed by a sufficient\n\nnumber of holders or members to take action is delivered to the\n\ncorporation in the manner required by this section within sixty (60)\n\ndays of the first date on which a consent is so delivered to the\n\ncorporation. Any person executing a consent may provide, whether\n\nthrough instruction to an agent or otherwise, that such a consent\n\nwill be effective at a future time including a time determined upon\n\nthe happening of an event, no later than sixty (60) days after such\n\ninstruction is given or such provision is made if evidence of such\n\ninstruction or provision is provided to the corporation. If the\n\nperson is not a shareholder or member of record when the consent is\n\nexecuted, the consent shall not be valid unless the person is a\n\nshareholder or member of record as of the record date for\n\ndetermining shareholders or members entitled to consent to the\n\naction. Unless otherwise provided, any such consent shall be\n\nrevocable prior to its becoming effective. All references to a\n\n“consent” in this section mean a consent permitted by this section.\n\nD. A consent permitted by this section shall be delivered:\n\n1. To the principal place of business of the corporation;\n\n2. To an officer or agent of the corporation who has custody of\n\nthe book in which proceedings of meetings of shareholders or members\n\nare recorded;\n\n3. To the registered office of the corporation in this state in\n\nperson or by certified or registered mail, return receipt requested;\n\nor\n\n4. In accordance with Section 1014.3 of this title to an\n\ninformation processing system, if any, designated by the corporation\n\nfor receiving such consents. Consent delivered under this paragraph\n\nshall set forth or be delivered with information that enables the\n\ncorporation to determine the date of delivery of such consent and\n\nthe identity of the person giving such consent. If such consent is\n\ngiven by a person authorized to act for a shareholder or member as\n\nproxy, such consent shall comply with the applicable provisions of\n\nparagraphs 2 and 3 of subsection C of Section 1075.2 of this title.\n\nAny copy, facsimile, or other reliable reproduction of a consent\noration to determine the date of delivery of such consent and\n\nthe identity of the person giving such consent. If such consent is\n\ngiven by a person authorized to act for a shareholder or member as\n\nproxy, such consent shall comply with the applicable provisions of\n\nparagraphs 2 and 3 of subsection C of Section 1075.2 of this title.\n\nAny copy, facsimile, or other reliable reproduction of a consent\n\nin writing may be substituted or used in lieu of the original\n\nwriting for any purposes for which the original writing could be\n\nused, provided that the copy, facsimile, or other reliable\n\nreproduction shall be a complete reproduction of the entire original\n\nwriting. A consent may be documented and signed in accordance with\n\nSection 1014.3 of this title, and when so documented and signed\n\nshall be deemed to be in writing for purposes of this title. If\n\nsuch consent is delivered under paragraph 1, 2, or 3 of this\n\nsubsection, such consent must be reproduced and delivered in paper\n\nform.\n\nE. Prompt notice of the taking of the corporate action without\n\na meeting by less than unanimous consent shall be given to those\n\nshareholders or members who have not consented and who, if the\n\naction had been taken at a meeting, would have been entitled to\n\nnotice of the meeting if the record date for notice of the meeting\n\nhad been the date that consents signed by a sufficient number of\n\nshareholders or members to take the action were delivered to the\n\ncorporation as provided in this section. In the event that the\n\naction for which consent is given is an action that would have\n\nrequired the filing of a certificate under any other section of this\n\ntitle if the action had been voted on by shareholders or by members\n\nat a meeting thereof the certificate filed under the other section\n\nshall state, in lieu of any statement required by the section\n\nconcerning any vote of shareholders or members, that consent has\n\nbeen given in accordance with the provisions of this section.","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":"cfee78e24a527a71408ba9742e8463a239b23259516ca0c0881aa257f0380976","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1072","next":"us-ok/okla.-stat.-tit.-18-18-1074"},"notice":"GroundRules: Original legal text. Not legal advice."}