Oklahoma Corporate Bylaws

The Oklahoma corporate bylaws directly represents the regulations corporations and their members agree to adhere to. This covers actions such as elections and business transactions as well as procedural requirements like those for quorums and meetings.

Last updated December 6th, 2024

The Oklahoma corporate bylaws directly represents the regulations corporations and their members agree to adhere to. This covers actions such as elections and business transactions as well as procedural requirements like those for quorums and meetings.

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Are bylaws required in Oklahoma?

No, but it is recommended since they stabilize a corporation’s internal structure and procedures.[1]

Oklahoma Corporate Laws

  • Corporate Tax: Oklahoma requires that a 4% net income is paid by all corporations accordingly.[2]
  • Board: Corporations must be “directed by a board of directors” that is also accountable to the bylaws, shareholders, and articles.[3]
    • Number – A minimum of five directors, but “no more than fifteen,” on the board manage the corporation’s business and policies.[4]
    • Qualifications – Unless bylaws state otherwise, directors are not required to be stockholders; however, the majority of the directors in a corporation must be “bona fide residents” of Oklahoma.[5]
    • Terms – Directors serve from annual meeting to annual meeting; however, the bylaws can provide that a director “may be elected for a term longer than one (1) year” but no more than three (3).[6]
    • Staggered Terms – Corporations that choose to divide directors by “one, two, or three classes” to spread out their elections accordingly.[7]
    • Fiduciary Duty – All directors discharge their duties while being accountable to all applicable laws under the “Oklahoma General Corporation Act.”[8]
  • Officer: Corporations assign the role of president to one of its directors and appoint “one or more vice-presidents,” a secretary, and a treasurer in order to carry out the duties of their office.[9]
  • Meetings: The directors of a corporation must “meet at least annually” to conduct the business of the board as well as the corporation.[10]
  • Quorum: By default, “any number of members present in person or proxy” may constitute a quorum unless the corporate bylaws call for otherwise.[11]
  • Emergency Bylaws: The board of directors engages special bylaws to conduct the corporation’s business “during the existence of any catastrophe;” however, such bylaws do not remain in effect once the state of emergency ends.[12]

Sources

  1. 18 OK Stat § 1013 (2023)
  2. 68 OK Stat § 2355 (2023)
  3. 18 OK Stat § 381.31 (2023)
  4. 18 OK Stat § 381.31(a) (2023)
  5. 18 OK Stat § 381.31(a) (2023)
  6. 18 OK Stat § 381.31(a) (2023)
  7. 18 OK Stat § 1027 (2023)
  8. 18 OK Stat § 441-818 (2023)
  9. 18 OK Stat § 381.32 (2023)
  10. 18 OK Stat § 441-811 (2023)
  11. 18 OK Stat § 381.30 (2023)
  12. 18 OK Stat § 1014 (2023)