{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-2608.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-2608.1","heading":"Directors","body":"A. The business and affairs of every corporation organized\n\npursuant to the provisions of Article 26 of the Insurance Code shall\n\nbe managed by or under the direction of a board of directors.\n\nB. The board of directors shall consist of five (5) or more\n\nmembers. The number of directors shall be fixed by or in the manner\n\nprovided for in the bylaws. Directors need not be members unless so\n\nrequired by the certificate of incorporation or the bylaws. The\n\ncertificate of incorporation or bylaws may prescribe other\n\nqualifications for directors. Each director shall hold office until\n\nexpiration of his term of office, or until his earlier resignation\n\nor removal. Any director may resign at any time upon written notice\n\nto the corporation. A majority of the total number of directors\n\nshall constitute a quorum for the transaction of business unless the\n\ncertificate of incorporation or the bylaws require a greater number.\n\nUnless the certificate of incorporation provides otherwise, the\n\nbylaws may provide that a number less than a majority shall\n\nconstitute a quorum which in no case shall be less than one-third\n\n(1/3) of the total number of directors. The vote of the majority of\n\nthe directors present at a meeting at which a quorum is present\n\nshall be the act of the board of directors.\n\nC. The board of directors, by resolution passed by a majority\n\nof the whole board, may designate one or more committees, each\n\ncommittee to consist of one or more of the directors of the\n\ncorporation. The board may designate one or more directors as\n\nalternate members of any committee, who may replace any absent or\n\ndisqualified member at any meeting of the committee. The bylaws may\n\nprovide that in the absence or disqualification of a member of a\n\ncommittee, the member or members thereof present at any meeting and\n\nnot disqualified from voting, whether or not he or they constitute a\n\nquorum, may unanimously appoint another member of the board of\n\ndirectors to act at the meeting in the place of any such absent or\n\ndisqualified member.\n\nD. A member of the board of directors, or a member of any\n\ncommittee designated by the board of directors, in the performance\n\nof his duties, shall be fully protected in relying in good faith\n\nupon the records of the corporation and upon such information,\n\nopinions, reports or statements presented to the corporation by any\n\nof the corporation's officers or employees, or committees of the\n\nboard of directors, or by any other person as to matters the member\n\nreasonably believes are within such officer's, employee's,\n\ncommittee's, or other person's competence and who have been selected\n\nwith reasonable care by or on behalf of the corporation.\n\nE. Unless otherwise restricted by the certificate of\n\nincorporation or bylaws:\n\n1. Any action required or permitted to be taken at any meeting\n\nof the board of directors, or of any committee thereof may be taken\n\nwithout a meeting if all members of the board or committee, as the\n\ncase may be, consent thereto in writing, and the writing or writings\n\nare filed with the minutes of proceedings of the board or committee;\n\n2. The board of directors of any corporation organized in\n\naccordance with the provisions of Article 26 of the Insurance Code\n\nperiodically may hold its meetings outside of this state;\n\n3. The board of directors shall have the authority to fix the\n\ncompensation of directors; and\n\n4. Members of the board of directors of any corporation, or any\n\ncommittee designated by such board, may participate in a meeting of\n\nsuch board or committee by means of conference telephone or similar\n\ncommunications equipment by means of which all persons participating\n\nin the meeting can hear each other, and participation in a meeting\n\npursuant to the provisions of this subsection shall constitute\n\npresence in person at such meeting.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"596eb3f71a3eae88d9a0346ba0f0bcfddc112dfc43ff8144f492f516ffc01e36","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-2606","next":"us-ok/okla.-stat.-tit.-36-36-2608.2"},"notice":"GroundRules: Original legal text. Not legal advice."}