Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Oklahoma
At a glance
| Governing law and documents | General Corporation Act applies to nonprofit nonstock governing body; certificate/bylaws may vary board rules, including the nonstock quorum (§§ 1004.1, 1013, 1027(G)). |
|---|---|
| Meeting type, caller, and place | No general statutory regular/special classification or caller; consult governing documents. Board may meet outside Oklahoma (§§ 1013(B), 1027(F)(2)). |
| Regular meeting notice | No general statutory lead time or notice contents for an ordinary regular board meeting; consult certificate/bylaws (§§ 1013(B), 1027, 1074). |
| Special meeting notice | No general statutory lead time, recipient, or purpose rule for an ordinary special board meeting; consult certificate/bylaws (§§ 1013(B), 1027, 1074). |
| Notice waiver and objection | Signed written or electronic waiver before/after; attendance waives unless director objects at outset to an unlawfully called/convened meeting (§ 1074). |
| Remote attendance | Conference telephone or other equipment letting all participants hear or otherwise communicate; counts as presence in person unless certificate/bylaws restrict (§ 1027(F)(4)). |
| Quorum and minimum | Default majority of total directors; certificate/bylaws may raise it, bylaws may lower to one-third unless certificate bars; nonstock documents may set below one-third (§ 1027(B), (G)(1)). |
| Director proxy | Board-vote rule counts directors present; it supplies no director-proxy procedure. Remote participant counts as present (§ 1027(B), (F)(4), (G)(2)). |
| Vote and assent | With quorum present, majority of directors present acts unless certificate/bylaws require more; certificate may weight director votes (§ 1027(B), (D), (G)(2)). |
Requirements one by one
Governing body and meeting location
Oklahoma § 1004.1 applies the General Corporation Act to nonstock corporations, while § 1027(G)(2) expressly applies the board rules to their governing bodies. Section 1013(B) lets bylaws regulate corporate affairs consistently with law and the certificate. For an ordinary board meeting, those documents supply caller and notice details that § 1027 does not set. Under § 1027(F)(2), the board may meet outside Oklahoma unless its documents restrict that choice.
Waiver and remote presence
Section 1074 accepts a signed written waiver or an electronic waiver, before or after the stated time. Attending also waives notice, except when the director attends expressly to object at the beginning that the meeting was not lawfully called or convened. Under § 1027(F)(4), remote equipment must let every participant hear or otherwise communicate with the others; such participation counts as presence in person.
Quorum and vote
Section 1027(B) ordinarily sets quorum at a majority of the total number of directors and action at a majority of those present at a meeting with quorum. Bylaws may lower the ordinary quorum to one-third unless the certificate says otherwise; the nonstock exception is addressed below. Section 1027(D) also allows the certificate to give directors unequal voting power. These provisions count directors present for an ordinary board vote and give no director-proxy procedure.
What trips people up
An ordinary corporation's one-third quorum floor in § 1027(B) does not control a nonprofit nonstock corporation when its documents set a lower quorum under § 1027(G)(1).
Common questions
Must a waiver describe the agenda? Section 1074 says it need not state the business or purpose unless the certificate or bylaws require that information.
Can directors in different states join the same conference call? Yes, if they all can hear or otherwise communicate with each other under § 1027(F)(4), and the certificate or bylaws do not restrict remote participation.
Statutes and sources
- 18 O.S. § 1004.1, official text accessed October 6, 2026.
- 18 O.S. § 1013, official text accessed October 6, 2026.
- 18 O.S. § 1027, official text accessed October 6, 2026.
- 18 O.S. § 1074, official text accessed October 6, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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