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Oklahoma Corporation Bylaws

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BY-LAWS OF A CORPORATION

INSTRUCTIONS FOR COMPLETING

Example: _____________________________[1] will become JOHN DOE.

ARTICLE ONE

The full name of the corporation must be provided at the top of the page and in Article I, Section 1 of the bylaws.

Field [1] - Name of Corporation

The address of the principal office and registered office must be provided in Article I, Section 2 of the bylaws. This can be the same address.

Field [2] - Provide address of principal office and registered office. These can be the same address.

Field [3] - City that the Principal Office is located

Field [4] - City that the Registered Office is located

ARTICLE TWO

An annual meeting date must be scheduled and set out under Article II, Section 1 with a year for the first meeting after the organization meeting.

Field [5] - Year of first meeting after organization meeting.

ARTICLE THREE

At least one director should be provided for in Article III, Section 2.

Field [6] - Spelled out number of directors. Ex. Three

Field [7] - Number form of the number of directors. Ex. 3

ARTICLE FOUR

At least one director should be provided for in Article IV, Section 1.

Field [8] - Name officers of the corporation. You should have a President and a Secretary. The same individual may hold two or more offices.

BY-LAWS

OF

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this corporation shall be

SECTION 2. The Principal office of the corporation in the State of Oklahoma shall be Oklahoma and its initial registered office in the State of Oklahoma shall be OK.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the second Tuesday of the month of December in each year, beginning with the year at the time designated by the Board of Directors.

SECTION 2. Special Meeting. Special meetings of the shareholders may be called as provided by the By-Laws.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Oklahoma unless otherwise prescribed by statute as the place of meeting for any annual meeting or for any special meeting of shareholders.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may close the stock transfer books or fix a record date as provided by the By-Laws.

SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger of the corporation shall prepare an alphabetical list of all persons entitled to notice and to represent shares at such meeting.

SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-Laws of such corporation may provide.

SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing is signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. At each election for Directors every shareholder entitled to vote shall have the right to vote the number of shares owned by him for as many persons as there are Directors to be elected.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be ( ). Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director at his business address, or by telegram.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 7. Manner of Acting. The act 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.

SECTION 8. Compensation. Directors may be paid their expenses and may be paid a fixed sum for attendance at each meeting or a stated salary as Director.

SECTION 9. Presumption of Assent. A Director present at a meeting shall be presumed to have assented to the action taken unless his dissent is entered in the minutes or filed in writing.

SECTION 10. Informal Action by Board of Directors. Any action may be taken without a meeting if a consent in writing is signed by each director.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a [President, one or more Vice-Presidents and a Secretary], each of whom shall be elected by the Board of Directors.

SECTION 2. Election and Term of Office. Officers shall be elected annually by the Board of Directors at the first meeting after each annual meeting of the shareholders.

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the corporation and shall supervise and control all of the business and affairs of the corporation.

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents.

SECTION 7. Secretary. The Secretary shall keep the minutes of the shareholders and of the Board of Directors meetings and perform all duties incident to the office of Secretary.

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation unless authorized by a resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors.

SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record or by his legal representative.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or Director of the corporation under these By-Laws, a waiver thereof in writing shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors or shareholders as provided herein.

President Signature

Secretary Signature

Date

Approved

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What Oklahoma Corporation Bylaws Are and why they matter

Oklahoma Corporation Bylaws are the internal rules a corporation adopts to govern board structure, officer duties, shareholder meetings, voting procedures, and recordkeeping. They operate alongside the articles of incorporation and state corporate statutes to document corporate formalities, clarify authority, and reduce internal disputes among directors and shareholders.

Why clear bylaws protect your corporation

Well-drafted bylaws define governance, memorialize board decisions, and help preserve limited liability by demonstrating compliance with corporate formalities required by state law and IRS guidance.

Why clear bylaws protect your corporation

Who typically prepares and relies on these bylaws

Primary users draft and review bylaws during formation and as corporate needs change.

  • Founders and incorporators who set initial governance and appoint the first board members.
  • Corporate directors and officers who rely on bylaws to allocate authority and manage meetings.
  • Corporate counsel and accountants who review bylaws for compliance and tax/formalities guidance.

Essential sections to include in Oklahoma Corporation Bylaws

A professional set of bylaws organizes governance into clear sections so directors, officers, and shareholders can follow consistent procedures.

Purpose Clause

A short statement of corporate purpose and authorized activities to align operations with articles of incorporation and limit unintended liabilities.

Shareholder Meetings

Procedures for annual and special meetings, notice periods, quorum requirements, voting thresholds, and proxy rules that control shareholder actions.

Board Composition

Specification of director numbers, term lengths, election process, removal and vacancy procedures to ensure predictable board governance.

Officer Duties

Officer titles, appointment mechanics, duties, and delegation authority so day-to-day management aligns with board oversight responsibilities.

Amendment Procedure

How bylaws can be amended, including required votes by board or shareholders and any special notice or quorum rules.

Records & Minutes

Rules for maintaining minutes, corporate records, and locations for inspection to meet statutory and practical disclosure needs.

Security, compliance, and legal frameworks to consider

ESIGN / UETA: Recognize electronic signatures under 15 U.S.C. §7001 and UETA.
HIPAA (if applicable): Use a BAA when bylaws or processes handle protected health information.
Encryption Standards: TLS 1.2/1.3 in transit; AES-256 at rest recommended.
Audit Trail: Maintain timestamps, IPs, and signer attribution for e-signed records.
Access Controls: Role-based permissions limit editing to authorized officers and counsel.
Retention Policies: Follow IRS and industry retention minima for corporate records.

Key risks from incomplete or incorrect bylaws

Veil Piercing: Poor formalities increase risk of personal liability.
Board Disputes: Ambiguous procedures cause governance stalemates.
Contract Challenges: Authority questions can invalidate corporate commitments.
Regulatory Exposure: Recordkeeping failures may trigger audits.
Shareholder Litigation: Unclear voting rules lead to suits.
Tax Consequences: Noncompliance can affect IRS determinations.

Common drafting and execution mistakes to avoid

  • Using vague language for director powers that leaves room for conflicting interpretations among board members and officers.
  • Failing to adopt bylaws at the initial board meeting and record the adoption in corporate minutes.
  • Listing inconsistent quorum or notice periods between articles and bylaws, which creates procedural uncertainty.
  • Neglecting to specify amendment mechanics, resulting in difficulty updating governance as the company grows.

Step-by-step: creating and adopting your Oklahoma bylaws

Follow these steps to draft, approve, sign, and maintain bylaws so they are effective and retrievable.

  • 01
    Draft: Prepare clear sections aligned with articles of incorporation.
  • 02
    Review: Have counsel and initial directors review terms.
  • 03
    Adopt: Board approves bylaws at the initial meeting and records minutes.
  • 04
    Store: Sign, date, and place originals in the corporate minute book.

Typical routing and signature workflow for bylaws

A predictable workflow ensures bylaws are authorized, signed, and distributed to stakeholders without ambiguity.

  • Prepare Draft: Create draft and circulate to founders and counsel for input.
  • Board Approval: Hold meeting, vote, and record minutes reflecting adoption.
  • Signature Collection: Directors and corporate secretary sign dated copies.
  • Distribution: Provide copies to officers, shareholders, and keep master file.

Configure a digital workflow for bylaws review and signing

Set up templates, signer order, and storage to streamline review and maintain an audit trail.

Field Configuration
Signing Sequence Board first, then corporate secretary for attestation
Authentication Email link or SMS code for signer verification
Templates Reusable bylaws template with form fields
Storage Save signed PDF in corporate minute book repository

Technical considerations for electronic completion and storage

Ensure the platform supports secure signing, audit trails, and your required integrations before e-signing corporate bylaws.

  • File formats: PDF, DOCX accepted for templates and final signed copies
  • Integrations: Connectors for Salesforce, NetSuite, Google Workspace, Microsoft 365
  • Authentication: Email, SMS, or advanced signer verification options

Comparing eSignature options commonly used for bylaws

A concise pricing and capability comparison helps evaluate eSignature vendors for secure signing and recordkeeping; signNow appears first as shown.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies Varies

Timing and common scheduling points for bylaws actions

Track immediate adoption events and recurring obligations to keep governance current and compliant.

Adoption at Formation:

Adopt bylaws at or immediately after the initial board meeting to document governance.

Initial Board Meeting:

Hold the first board meeting to elect officers and approve bylaws and minutes.

Annual Meetings:

Schedule annual shareholder meetings or set default timing as stated in the bylaws.

Amendment Notice:

Provide any notice period required by the bylaws before amendments take effect.

Recordkeeping Updates:

File signed bylaws in the corporate minute book immediately after adoption.

Real-world examples: adopting bylaws and using e-signatures

Examples show practical outcomes when organizations adopt clear bylaws and capture signatures electronically.

Martin Properties

Tim Martin, Founder: We process documents online for full compliance.

  • Quick adoption of digital signing enabled remote board approvals.
  • The result was faster execution of governance documents, consistent recordkeeping, and easier distribution to stakeholders across locations.

Optica Ventures

Brian Fitzgibbons, COO: The interface is simple and easy-to-use for our team.

  • Board members complete signature tasks on mobile devices.
  • This allowed the company to adopt bylaws quickly at formation and keep consistent signed copies in the corporate minute book.

Frequently asked questions about Oklahoma Corporation Bylaws

Answers to frequent questions about drafting, execution, e-signing, retention, and amendment of bylaws in the United States.


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