Oklahoma Code § 18-1061

§ 18-1061.

Quorum and required vote for stock corporations.

QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS

Subject to the provisions of the Oklahoma General Corporation

Act, in respect of the vote that shall be required for a specified

action, the certificate of incorporation or bylaws of any

corporation authorized to issue stock may specify the number of

shares and/or the amount of other securities having voting power the

holders of which shall be present or represented by proxy at any

meeting in order to constitute a quorum for, and the votes that

shall be necessary for, the transaction of any business, but in no

event shall a quorum consist of less than one-third (1/3) of the

shares entitled to vote at the meeting, except that, where a

separate vote by a class or series or classes or series is required,

a quorum shall consist of no less than one-third (1/3) of the share

of that class or series or classes or series. In the absence of

Oklahoma Statutes - Title 18. Corporations

such specification in the certificate of incorporation or bylaws of

the corporation:

1. A majority of the shares entitled to vote, present in person

or represented by proxy, shall constitute a quorum at a meeting of

shareholders;

2. In all matters other than the election of directors, the

affirmative vote of the majority of shares present in person or

represented by proxy at the meeting and entitled to vote on the

subject matter shall be the act of the shareholders;

3. Directors shall be elected by a plurality of the votes of

the shares present in person or represented by proxy at the meeting

and entitled to vote on the election of directors; and

4. Where a separate vote by a class or series or classes or

series is required, a majority of the outstanding shares of such

class or series or classes or series, present in person or

represented by proxy, shall constitute a quorum entitled to take

action with respect to that vote on that matter and the affirmative

vote of the majority of shares of such class or series or classes or

series present in person or represented by proxy at the meeting

shall be the act of such class or series or classes or series.

Added by Laws 1986, c. 292, § 61, eff. Nov. 1, 1986.

Amended by

Laws 1988, c. 323, § 11, eff. Nov. 1, 1988; Laws 1999, c. 421, § 11,

eff. Nov. 1, 1999.