{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1075.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1075.1","heading":"Voting procedures and inspectors of elections","body":"VOTING PROCEDURES AND INSPECTORS OF ELECTIONS\n\nA. The corporation shall, in advance of any meeting of\n\nshareholders, appoint one or more inspectors to act at the meeting\n\nand make a written report thereof. The corporation may designate\n\none or more persons as alternate inspectors to replace any inspector\n\nwho fails to act. If no inspector or alternate is able to act at a\n\nmeeting of shareholders, the person presiding at the meeting shall\n\nappoint one or more inspectors to act at the meeting. Each\n\ninspector, before entering upon the discharge of the duties of\n\ninspector, shall take and sign an oath faithfully to execute the\n\nduties of inspector with strict impartiality and according to the\n\nbest of the inspector’s ability.\n\nB. The inspectors shall:\n\n1. Ascertain the number of shares outstanding and the voting\n\npower of each;\n\n2. Determine the shares represented at a meeting and the\n\nvalidity of proxies and ballots;\n\n3. Count all votes and ballots;\n\n4. Determine and retain for a reasonable period a record of the\n\ndisposition of any challenges made to any determination by the\n\ninspectors; and\n\n5. Certify their determination of the number of shares\n\nrepresented at the meeting, and their count of all votes and\n\nballots.\n\nThe inspectors may appoint or retain other persons or entities to\n\nassist the inspectors in the performance of the duties of the\n\ninspectors.\n\nC. The date and time of the opening and the closing of the\n\npolls for each matter upon which the shareholders will vote at a\n\nmeeting shall be announced at the meeting. No ballot, proxies or\n\nvotes, nor any revocations thereof or changes thereto, shall be\n\naccepted by the inspectors after the closing of the polls unless the\n\ndistrict court upon application by a shareholder shall determine\n\notherwise.\n\nD. In determining the validity and counting of proxies and\n\nballots, the inspectors shall be limited to an examination of the\n\nproxies, any envelopes submitted with those proxies, any information\n\nprovided in accordance with subsection E of Section 1056 or\n\nparagraph 2 of subsection C of Section 1057 of this title, or any\n\ninformation provided pursuant to divisions (1) or (3) of\n\nsubparagraph b of paragraph 2 of subsection A of Section 1056 of\n\nthis title, ballots and the regular books and records of the\n\ncorporation, except that the inspectors may consider other reliable\n\ninformation for the limited purpose of reconciling proxies and\n\nballots submitted by or on behalf of banks, brokers, their nominees\n\nor similar persons which represent more votes than the holder of a\n\nproxy is authorized by the record owner to cast or more votes than\n\nthe shareholder holds of record. If the inspectors consider other\n\nreliable information for the limited purpose permitted herein, the\n\ninspectors at the time they make their certification pursuant to\n\nparagraph 5 of subsection B of this section shall specify the\n\nprecise information considered by them including the person or\n\npersons from whom they obtained the information, when the\n\ninformation was obtained, the means by which the information was\n\nobtained and the basis for the inspectors’ belief that the\n\ninformation is accurate and reliable.\n\nE. Unless otherwise provided in the certificate of\n\nincorporation or bylaws, this section shall not apply to a\n\ncorporation that does not have a class of voting stock that is:\n\n1. Listed on a national securities exchange;\n\n2. Authorized for quotation on an interdealer quotation system\n\nof a registered national securities association; or\n\n3. Held of record by more than 2,000 shareholders.","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":"6466cdb2a00cb8cf0b667ebd4787d3b1da66e842dd416c50c2cdf7b85b131b5b","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1075","next":"us-ok/okla.-stat.-tit.-18-18-1075.2"},"notice":"GroundRules: Original legal text. Not legal advice."}
