Corporate Bylaws - Oklahoma

BYLAWS OF [____________________], a Oklahoma corporation

A for-profit corporation organized under the Oklahoma General Corporation Act, 18 O.S. § 1001 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders (Stockholders)
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Registered Office and Registered Agent. The corporation shall continuously maintain in the State of Oklahoma a registered office and a registered agent as required by 18 O.S. §§ 1021 and 1022. The registered office is [____________________], and the registered agent at that office is [____________________]. The corporation may change its registered office or registered agent from time to time by resolution of the Board and the filing of the appropriate statement with the Oklahoma Secretary of State.

Section 1.2 Other Offices. Pursuant to 18 O.S. § 1016, the corporation may have offices and places of business at such other locations, within or without the State of Oklahoma, as the Board of Directors (the "Board") may from time to time determine or the business of the corporation may require.

ARTICLE II — SHAREHOLDERS (STOCKHOLDERS)

Section 2.1 Annual Meeting. Pursuant to 18 O.S. § 1056(B), an annual meeting of shareholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in these Bylaws. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. Any other proper business may be transacted at the annual meeting. Failure to hold the annual meeting at the designated time does not affect the validity of any corporate act or work a forfeiture or dissolution of the corporation.

Section 2.2 Special Meetings. Pursuant to 18 O.S. § 1056(D), special meetings of shareholders may be called by the Board, or by such person or persons as may be authorized by the Certificate of Incorporation or by these Bylaws. Business transacted at a special meeting shall be confined to the purpose(s) stated in the notice of the meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Oklahoma, designated by or in the manner provided in the Certificate of Incorporation or these Bylaws, or, if not so designated, as determined by the Board. As authorized by 18 O.S. § 1056(A), if the Board so determines in its sole discretion, a meeting need not be held at any place but may be held solely by means of remote communication, and shareholders and proxyholders not physically present may participate and be deemed present and vote by means of remote communication, subject to the verification and participation safeguards of that section.

Section 2.4 Notice of Meetings. Pursuant to 18 O.S. § 1067, written notice of each meeting of shareholders stating the place (if any), date, and time, the means of remote communication (if any), and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the meeting date to each shareholder entitled to vote at the meeting, unless otherwise required by the Act.

Section 2.5 Waiver of Notice. Pursuant to 18 O.S. § 1074, whenever notice is required to be given, a written waiver (or waiver by electronic transmission) signed by the person entitled to notice, whether before or after the time stated therein, is deemed equivalent to notice. Attendance of a person at a meeting constitutes a waiver of notice, except when the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.6 Record Date. Pursuant to 18 O.S. § 1058, the Board may fix a record date for determining the shareholders entitled to notice of or to vote at any meeting (not more than sixty (60) nor fewer than ten (10) days before the meeting), entitled to consent to corporate action in writing without a meeting, or entitled to receive any distribution. If no record date is fixed, the record date shall be determined as provided in the Act.

Section 2.7 List of Shareholders. Pursuant to 18 O.S. § 1064, the corporation shall prepare, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of each shareholder, and shall make the list available for inspection as required by that section.

Section 2.8 Quorum. Pursuant to 18 O.S. § 1061, unless otherwise provided in the Certificate of Incorporation or these Bylaws, the holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders; provided that in no event shall a quorum consist of fewer than one-third (1/3) of the shares entitled to vote at the meeting. When a quorum is once present to organize a meeting, the shareholders present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.9 Voting. Pursuant to 18 O.S. § 1057, unless otherwise provided in the Certificate of Incorporation, each shareholder entitled to vote shall be entitled to one (1) vote for each share of stock held by the shareholder. Pursuant to 18 O.S. § 1061, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the subject matter shall be the act of the shareholders, unless the Act, the Certificate of Incorporation, or these Bylaws require a greater vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors.

Section 2.10 Proxies. Pursuant to 18 O.S. § 1057, each shareholder entitled to vote may authorize another person or persons to act for the shareholder by proxy. No proxy is valid after three (3) years from its date unless the proxy provides for a longer period. A proxy is revocable unless it states that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.11 Cumulative Voting. Cumulative voting in the election of directors shall not apply unless expressly authorized by the Certificate of Incorporation, in which case it shall be conducted as provided in 18 O.S. § 1059.

Section 2.12 Action by Written Consent. Pursuant to 18 O.S. § 1073, unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action taken, are signed by the holders of outstanding stock having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted, and are delivered to the corporation. A telegram, cablegram, or other electronic transmission consenting to an action is deemed written, signed, and dated for these purposes if it satisfies 18 O.S. § 1073(C). Prompt notice of the action shall be given to those shareholders who did not consent in writing.

Section 2.13 Adjournment. Any meeting of shareholders may be adjourned. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place (if any), and the means of remote communication (if any), are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to 18 O.S. § 1027(A), the business and affairs of the corporation shall be managed by or under the direction of the Board, except as may be otherwise provided in the Act or in the Certificate of Incorporation.

Section 3.2 Number and Qualifications. Pursuant to 18 O.S. § 1027(B), the Board shall consist of one (1) or more members, each of whom shall be a natural person. The number of directors shall be [____], or shall be fixed from time to time in the manner provided in these Bylaws, unless the Certificate of Incorporation fixes the number (in which case a change requires amendment of the Certificate). Directors need not be shareholders or residents of Oklahoma unless the Certificate of Incorporation or these Bylaws so require.

Section 3.3 Election and Term. Directors shall be elected at the annual meeting of shareholders, and each director shall hold office until a successor is elected and qualified or until the director's earlier resignation or removal, as provided in 18 O.S. § 1027(B).

Section 3.4 Resignation. Pursuant to 18 O.S. § 1027(B), any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when delivered unless it specifies a later effective date or an effective date determined upon the happening of an event or events.

Section 3.5 Removal. Pursuant to 18 O.S. § 1027, except as otherwise provided in the Certificate of Incorporation, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, subject to the limitations applicable to classified boards and cumulative voting under the Act.

Section 3.6 Vacancies. Pursuant to 18 O.S. § 1068, unless otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. A director so chosen shall hold office until a successor is duly elected and qualified.

Section 3.7 Regular Meetings. Regular meetings of the Board may be held, within or without the State of Oklahoma, at such times and places as the Board may determine, and may be held without notice if these Bylaws or a Board resolution so provide.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors], to be held at such time and place, within or without the State of Oklahoma, as may be designated in the notice of the meeting.

Section 3.9 Notice of Special Meetings. Notice of each special meeting of the Board, stating the date, time, and place, shall be given to each director at least [two (2)] days before the meeting (or on such shorter notice as is reasonable under the circumstances) by any reasonable means. Notice may be waived as provided in 18 O.S. § 1074, and the purpose of the meeting need not be stated in the notice unless required by these Bylaws.

Section 3.10 Quorum and Voting. Pursuant to 18 O.S. § 1027(B), a majority of the total number of directors shall constitute a quorum for the transaction of business, unless the Certificate of Incorporation or these Bylaws require a greater number; provided that these Bylaws may provide that a number less than a majority (but in no case fewer than one-third (1/3) of the total number of directors) shall constitute a quorum. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the Certificate of Incorporation or these Bylaws require a greater vote.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to 18 O.S. § 1027(F), unless the Certificate of Incorporation or these Bylaws provide otherwise, members of the Board or any committee may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating can hear or otherwise communicate with each other, and such participation constitutes presence in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to 18 O.S. § 1027(F), unless the Certificate of Incorporation or these Bylaws provide otherwise, any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if all members of the Board or committee consent thereto in writing or by electronic transmission, and the writing(s) or electronic transmission(s) are filed with the minutes of proceedings.

Section 3.13 Compensation. The Board may, by resolution, fix the compensation of directors and provide for reimbursement of expenses incurred in the performance of their duties.

Section 3.14 Reliance on Records. Pursuant to 18 O.S. § 1027, a director, in the performance of duties, is fully protected in relying in good faith upon the records of the corporation and upon information, opinions, reports, or statements presented by an officer, employee, committee, or other person as to matters the director reasonably believes are within such person's professional or expert competence and who has been selected with reasonable care.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to 18 O.S. § 1027(C), the Board may, by resolution, designate one or more committees, each consisting of one or more directors. The Board may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting.

Section 4.2 Authority of Committees. To the extent provided in the resolution of the Board or in these Bylaws, each committee may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation and may authorize the corporate seal to be affixed to all papers that may require it. However, no committee shall have the power or authority to: (a) approve, adopt, or recommend to the shareholders any action or matter (other than the election or removal of directors) expressly required by the Act to be submitted to shareholders for approval; or (b) adopt, amend, or repeal any bylaw of the corporation, all as provided in 18 O.S. § 1027(C).

Section 4.3 Committee Procedures. Each committee shall keep regular minutes of its meetings. The provisions of these Bylaws and the Act governing notice, waiver of notice, quorum, voting, telephonic participation, and action without a meeting applicable to the Board shall apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. The corporation shall have such officers as the Board may from time to time appoint, which shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 5.2 Appointment and Term. Officers shall be appointed by the Board and shall hold office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Any officer may resign at any time upon written notice to the corporation. Any officer may be removed by the Board at any time, with or without cause. The appointment of an officer does not itself create contract rights.

Section 5.4 President. The President shall be the principal executive officer of the corporation (unless the Board designates another officer as such) and, subject to the control of the Board, shall supervise and control the business and affairs of the corporation. In the absence of a Chair of the Board, the President shall preside at meetings of shareholders and of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and the Board and a record of actions taken without a meeting; (b) give all notices required by the Act, the Certificate of Incorporation, or these Bylaws; (c) be custodian of the corporate records and of the seal, if any; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer shall be the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Other Officers. Each Vice President and other officer shall have the authority and perform the duties prescribed by the Board, by the President, or by these Bylaws.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for such consideration as is permitted by the Act, and shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, every holder of stock shall be entitled to a certificate signed by, or in the name of the corporation by, such officers as are designated by the Board, representing the number of shares registered in certificate form, as provided in 18 O.S. § 1040. Any or all signatures on the certificate may be facsimiles.

Section 6.3 Uncertificated Shares. The Board may provide by resolution that some or all of any or all classes or series of shares shall be uncertificated shares. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the registered owner a written statement of the information required by the Act to be set forth on certificates.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender for cancellation of the certificate (if certificated) properly endorsed, and subject to any transfer restrictions.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as permitted by the Act, provided the restriction is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Stolen, or Destroyed Certificates. Pursuant to 18 O.S. § 1043, the corporation may issue a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, stolen, or destroyed, upon receipt of an affidavit of that fact and, if the Board requires, the giving of a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Third-Party Proceedings. Pursuant to 18 O.S. § 1031(A), the corporation shall indemnify, to the fullest extent permitted by the Act, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative), other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person failed to meet the applicable standard of conduct.

Section 7.2 Derivative Proceedings. Pursuant to 18 O.S. § 1031(B), the corporation shall indemnify, to the fullest extent permitted by the Act, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the person's service in a capacity described in Section 7.1, against expenses (including attorney fees) actually and reasonably incurred in connection with the defense or settlement of the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made in respect of any claim, issue, or matter as to which the person has been adjudged liable to the corporation, unless and only to the extent that the court determines, upon application, that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 7.3 Mandatory Indemnification for Success. Pursuant to 18 O.S. § 1031(C), to the extent that a present or former director or officer has been successful on the merits or otherwise in defense of any proceeding referred to in Section 7.1 or 7.2, or in defense of any claim, issue, or matter therein, the person shall be indemnified against expenses (including attorney fees) actually and reasonably incurred in connection therewith.

Section 7.4 Determination of Conduct. Pursuant to 18 O.S. § 1031(D), any indemnification under Section 7.1 or 7.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper because the person has met the applicable standard of conduct. The determination shall be made: (a) by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum; (b) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the shareholders.

Section 7.5 Advancement of Expenses. Pursuant to 18 O.S. § 1031(E), expenses (including attorney fees) incurred by a director or officer in defending any proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the person is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

Section 7.6 Non-Exclusivity; Continuation. Pursuant to 18 O.S. § 1031(F), the indemnification and advancement of expenses provided by this Article are not exclusive of any other rights to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding such office. Such rights continue as to a person who has ceased to be a director, officer, employee, or agent and inure to the benefit of the person's heirs, executors, and administrators.

Section 7.7 Insurance. Pursuant to 18 O.S. § 1031(G), the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation in such capacity for another enterprise, against any liability asserted against the person and incurred in any such capacity, whether or not the corporation would have the power to indemnify the person against such liability under this Article.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to 18 O.S. § 1049, the Board may declare and the corporation may pay dividends upon its outstanding shares, subject to any restrictions in the Certificate of Incorporation, either (a) out of surplus, or (b) if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, as and to the extent permitted by that section.

Section 8.2 Reserves. The Board may set apart out of any funds available for dividends such reserve or reserves for any proper purpose, and may abolish any such reserve, as the Board deems appropriate.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to receive any distribution in accordance with 18 O.S. § 1058.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its shareholders and Board, and a record of all actions taken without a meeting, and shall maintain a stock ledger and a record of its shareholders, as contemplated by the Act.

Section 9.2 Inspection Rights. Pursuant to 18 O.S. § 1065, any shareholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from, the corporation's stock ledger, list of shareholders, and other books and records, subject to the conditions and procedures of that section.

Section 9.3 Form of Records. Pursuant to 18 O.S. § 1069, the corporation may keep its books and records in any information storage device or method (including electronic form), provided the records can be converted into clearly legible paper form within a reasonable time.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. Pursuant to 18 O.S. § 1016, the corporation may, but need not, have a corporate seal in such form as the Board may determine. The seal may be used by causing it or a facsimile to be affixed, impressed, or reproduced. The presence or absence of a seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Conflict with Certificate or Act. In the event of any conflict between these Bylaws and the Certificate of Incorporation or the Act, the Certificate of Incorporation or the Act, as applicable, shall control.

Section 10.4 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment. Pursuant to 18 O.S. § 1013, the power to adopt, amend, or repeal bylaws is in the shareholders entitled to vote; provided, however, that the corporation may, in its Certificate of Incorporation, confer the power to adopt, amend, or repeal bylaws upon the Board. The conferring of such power upon the Board does not divest the shareholders of, nor limit, their power to adopt, amend, or repeal bylaws.

Section 11.2 Board Authority. The Certificate of Incorporation [does / does not] confer upon the Board the power to adopt, amend, or repeal these Bylaws.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to the emergency-governance provisions of the Act, the Board may adopt emergency bylaws, subject to repeal or change by the shareholders, that are operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds Board meetings, a nuclear or atomic disaster, an epidemic, a catastrophe, or other similar emergency condition that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is feasible to reach and may be given by any practicable means. The director or directors in attendance at such a meeting shall constitute a quorum. To the extent required to achieve a quorum, one or more officers of the corporation present at the meeting may be deemed directors for the meeting, in such order of rank and seniority as the emergency bylaws may provide.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, the relocation of the principal place of business, and the designation of alternative offices, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and shall not be the basis for the imposition of liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws shall remain in effect during the emergency, and upon termination of the emergency the emergency bylaws shall cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Oklahoma corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation pursuant to 18 O.S. § 1013 by [the incorporator(s) / the initial Board of Directors / the Board of Directors] on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Oklahoma General Corporation Act, 18 O.S. § 1001 et seq. (closely follows the Delaware General Corporation Law)
• 18 O.S. § 1013 (adoption and amendment of bylaws)
• 18 O.S. § 1016 (general powers; offices; corporate seal); §§ 1021–1022 (registered office and registered agent)
• 18 O.S. § 1027 (board of directors; powers; number; qualifications; terms; quorum; committees; reliance; telephonic meetings; action without meeting)
• 18 O.S. § 1031 (indemnification of officers, directors, employees and agents; advancement of expenses; insurance) — subsections A (third-party), B (derivative), C (mandatory for success), D (determination), E (advancement on undertaking), F (non-exclusivity), G (insurance)
• 18 O.S. § 1040 (stock certificates); § 1043 (lost, stolen, or destroyed certificates)
• 18 O.S. § 1049 (dividends; distributions)
• 18 O.S. § 1056 (meetings of shareholders; annual meeting; remote communication; special meetings); § 1057 (voting rights; proxies); § 1058 (record date); § 1059 (cumulative voting)
• 18 O.S. § 1061 (quorum and required vote for stock corporations); § 1064 (list of shareholders); § 1065 (inspection of books and records)
• 18 O.S. § 1067 (notice of meetings); § 1068 (vacancies and newly created directorships); § 1069 (form of records); § 1073 (consent of shareholders in lieu of meeting); § 1074 (waiver of notice)