2018
Oklahoma Statutes Title 18. Corporations §18-1027. Board of directors; powers;
number; qualifications; terms and quorum; committees; classes of directors; not
for profit corporations; reliance upon books; action without meeting; etc.
4.
Members of the board of directors of any corporation, or any committee designated
by the board, may participate in a meeting of the board or committee by means
of conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear or otherwise communicate with
each other. Participation in a meeting pursuant to the provisions of this
subsection shall constitute presence in person at the meeting.
2014
Oklahoma Statutes Title 18. Corporations §18-1014. Emergency bylaws and other
powers in emergency. EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY
A. The
board of directors of any corporation may adopt emergency bylaws which,
notwithstanding any different provision in the Oklahoma General Corporation
Act, in the certificate of incorporation, or bylaws, shall be 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 meetings of
its board of directors or its shareholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of the board of directors or
a standing committee thereof cannot readily be convened for action. The
emergency bylaws may make any provision that may be practical and necessary for
the circumstances of the emergency, including provisions that:
1. A
meeting of the board of directors or a committee thereof may be called by an
officer or director in such manner and under such conditions as shall be
prescribed in the emergency bylaws;
2. The
director or directors in attendance at the meeting, or any greater number fixed
by the emergency bylaws, shall constitute a quorum; and
3. The
officers or other persons designated on a list approved by the board of
directors before the emergency, all in such order of priority and subject to
such conditions and for such period of time, not longer than reasonably
necessary after the termination of the emergency, as may be provided in the
emergency bylaws or in the resolution approving the list, shall, to the extent
required to provide a quorum at any meeting of the board of directors, be
deemed directors for such meeting.
B. The
board of directors, either before or during any such emergency, may provide,
and from time to time modify, lines of succession in the event that during such
emergency any or all officers or agents of the corporation shall for any reason
be rendered incapable of discharging their duties.
C. The
board of directors, either before or during any such emergency, may, effective
in the emergency, change the head office or designate several alternative head
offices or regional offices, or authorize the officers to do so.
D. No
officer, director or employee acting in accordance with any emergency bylaws
shall be liable except for willful misconduct.
E. To the
extent not inconsistent with any emergency bylaws so adopted, the bylaws of the
corporation shall remain in effect during any emergency and upon its
termination the emergency bylaws shall cease to be operative.
F. Unless
otherwise provided in emergency bylaws, notice of any meeting of the board of
directors during such an emergency may be given only to such of the directors
as it may be feasible to reach at the time and by such means as may be feasible
at the time, including publication or radio.
G. To the
extent required to constitute a quorum at any meeting of the board of directors
during such an emergency, the officers of the corporation who are present
shall, unless otherwise provided in emergency bylaws, be deemed, in order of
rank and within the same rank in order of seniority, directors for such
meeting.
H.
Nothing contained in this section shall be deemed exclusive of any other provisions
for emergency powers consistent with other sections of this act which have been
or may be adopted by corporations created pursuant to the provisions of this
act.
Added by
Laws 1986, c. 292, § 14, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 5,
eff. Nov. 1, 2001.
Universal
Citation: 18 OK
Stat § 18-1014 (2014)