Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Oklahoma

At a glance

Requirements one by one

Initial adoption and organization

Section 1013(A) says original bylaws “may be adopted” by the incorporators or by initial governing-body members named in the certificate. After the certificate is filed, § 1012 calls for an organization meeting; the callers give the other incorporators or directors two days' written or electronic notice (§ 1012(B)). Unanimous written or electronic consent can replace the meeting if the certificate does not restrict that method.

Emergency bylaws

Section 1014 names an attack, a nuclear disaster, an epidemic or pandemic, and other catastrophes as possible emergencies.

Records and inspection

The currently effective § 1065(B) permits a demand “during the usual hours for business.” The enacted replacement effective November 1, 2026 expressly includes “the bylaws then in effect” and adds good-faith, particularity, and relatedness conditions to a demand.

What trips people up

The stock-corporation sequence in § 1013(A) does not control nonstock bylaws: that same subsection expressly assigns nonstock bylaw power to the governing body. A certificate grant to members creates concurrent authority, rather than taking authority away from the governing body. Section 1060(C)(4) gives a separate quorum and vote rule when a class or group must vote separately.

Common questions

May a member use an attorney or agent to inspect records? The currently effective § 1065(B) expressly permits a shareholder to act “in person or by attorney or other agent”; § 1004.1 applies the shareholder reference to a nonstock member.

Do emergency bylaws displace every ordinary bylaw? No. Section 1014(E) keeps ordinary bylaws in effect to the extent they do not conflict with the emergency bylaws.

Statutes and sources

• 18 O.S. § 1004.1: “All references to shareholders of the corporation shall be deemed to refer to members of the corporation”; “All references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation.” Official text (accessed 2026-10-06).
• 18 O.S. § 1012: “After the filing of the certificate of incorporation, an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate of incorporation, shall be held”; “any action permitted to be taken at the organization meeting ... may be taken without a meeting if each incorporator or director ... consents thereto in writing or by electronic transmission.” Official text (accessed 2026-10-06).
• 18 O.S. § 1013(A), § 1013(B): “In the case of a nonstock corporation, the power to adopt, amend or repeal bylaws shall be in its governing body”; “The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation.” Official text (accessed 2026-10-06).
• 18 O.S. § 1014(A), § 1014(E): “The board of directors of any corporation may adopt emergency bylaws, subject to repeal or amendment by action of the shareholders”; “upon its termination the emergency bylaws shall cease to be operative.” Official text (accessed 2026-10-06).
• 18 O.S. § 1027(B), § 1027(F), § 1027(G): “The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors”; “all members of the board or committee ... consent thereto in writing or by electronic transmission.” Official text (accessed 2026-10-06).
• 18 O.S. § 1060(C), § 1060(C)(4): “One-third (1/3) of the members of the corporation shall constitute a quorum at a meeting of the members”; “the affirmative vote of a majority of the members present in person or represented by proxy ... shall be the act of the members.” Official text (accessed 2026-10-06).
• 18 O.S. § 1067(A), § 1067(B): “in the case of a special meeting, the purpose or purposes for which the meeting is called”; “not less than ten (10) nor more than sixty (60) days before the date of the meeting.” Official text (accessed 2026-10-06).
• 18 O.S. § 1065 (current): “upon written demand under oath stating the purpose thereof, shall have the right during the usual hours for business to inspect for any proper purpose”; “its other books and records.” Current official text (accessed 2026-10-06).
• 18 O.S. § 1065(A)(1)(b), § 1065(B)(2), § 1065(B)(2)(b), § 1065(B)(2)(c) (effective November 1, 2026): “the bylaws then in effect, including a copy of any agreement or other instrument incorporated by reference in the bylaws”; “the shareholder’s demand describes with reasonable particularity the shareholder’s purpose and the books and records the shareholder seeks to inspect.” Future official text (accessed 2026-10-06).