Oklahoma corporate bylaws are essential documents formulated by the incorporator or board of directors to guide a corporation’s governance and operations. They detail the business’s purpose, shareholder specifics, board elections, committee roles, and stock management.
Additionally, these bylaws cover internal management practices, such as meeting protocols and the issuance of stock certificates, and include policies to minimize the liability of directors and officers. Any amendments must gain approval from the Oklahoma State Banking Commissioner, ensuring a solid framework for decision-making, officer appointments, and handling conflicts of interest.
Legal Requirements
Oklahoma mandates corporations to adopt bylaws. [1] Other applicable legal statutes are set forth, including:
- Annual Meetings – Shareholder meetings can be held at a location specified in the certificate of incorporation or bylaws, whether in-state or out-of-state. [2] Meetings may be conducted through any means, including remotely, unless otherwise specified in the bylaws.
- Corporate Bylaws – Incorporators or initial directors can adopt, amend, or repeal the corporation’s bylaws. [3]
- Issuance of Stock – The board of directors can issue capital stock for cash, property, benefits to the corporation, or a combination thereof, excluding services to be performed. [4] In the absence of fraud, the consideration established for the stock value shall be conclusive.
Naming Considerations
- Required Words: “Association” “Company,” “Corporation,” “Club,” “Foundation,” “Fund,” “Incorporated,” “Institute,” “Society,” “Union,” “Syndicate,” “Limited,” An abbreviation thereof or language of like import (choose one).
- Prohibited Words: “Savings and Loan,” “Building and Loan,” “Savings Association,” “Savings Bank” or a combination of such terms unless it is clear that the business conducted does not include banking.
- Name Reservation Period: 60 days.
- Renewal Period: Non-specified in statutes.
- Transferability: Yes.
Emergency Bylaws
In case of an attack, nuclear disaster, or major emergency where assembling a quorum of the board or committee is impractical, the board can adopt special bylaws to respond. [5] The regular bylaws shall remain in effect during the emergency to the extent that they do not conflict with the emergency bylaws. Officers acting under the emergency bylaws cannot be held liable for their decisions except in the case of willful negligence or misconduct.
