What the statute requires
- Governing statute
- Oklahoma General Corporation Act, Okla. Stat. tit. 18, sections 1001 to 1144
- Minimum directors
- 1. Oklahoma has no separate nonprofit corporation act. Section 1027(B) of title 18 says the board "shall consist of one or more members, each of whom shall be a natural person," with the number fixed by or in the manner provided in the bylaws unless the certificate of incorporation fixes it. That applies to not for profit corporations through the translation rules in section 1004.1, which read board of directors as the governing body and shareholders as members. A separate rule governs forming the corporation, not running it: section 1005(A) requires at least three persons, partnerships, associations, or corporations to incorporate as a not for profit corporation.
- Term length
- The Act sets no fixed term. Section 1027(B) says each director holds office until a successor is elected and qualified or until earlier resignation or removal. Section 1027(D) lets the certificate of incorporation or the bylaws divide directors into one, two, or three classes with staggered expirations. For a nonstock corporation, section 1027(G)(1) expressly allows the certificate or bylaws to provide for longer terms of service than the section otherwise contemplates.
- Term limits
- Not specified by statute.
- Quorum
- A majority of the total number of directors, unless the certificate of incorporation or the bylaws require a greater number (section 1027(B)). Unless the certificate provides otherwise, the bylaws may set a quorum below a majority, but not below one-third of the total number of directors. A nonstock corporation is treated differently: section 1027(G)(1) allows its certificate of incorporation or bylaws to provide that fewer than one-third of the members of the governing body constitute a quorum. The vote of a majority of the directors present at a meeting with a quorum is the act of the board unless a greater number is required.
- Annual meeting
- An annual meeting of the members must be held for the election of the governing body on a date and time designated by or in the manner provided in the bylaws (section 1056(B)(1), applied to nonstock corporations through sections 1004.1 and 1060). Failing to hold the election on the designated day does not forfeit or dissolve the corporation, but the governing body must hold it as soon after as convenient, and a district court may summarily order an election (section 1060(D)). For member voting, if the certificate of incorporation and bylaws are silent, one-third of the members is a quorum and the governing body is elected by a plurality of the votes of the members present in person or by proxy (section 1060(C)).
- Conflict of interest
- Section 1030 says a contract or transaction between the corporation and one or more of its directors or officers, or with another organization in which a director or officer is a director or officer or has a financial interest, is not void or voidable solely for that reason, or because the interested person was present at or participated in the meeting, or because their votes were counted, if any one of three things is true: the material facts about the relationship and the transaction were disclosed to or known by the board or committee and it authorized the transaction in good faith by the affirmative votes of a majority of the disinterested directors, even though those directors are fewer than a quorum, or the material facts were disclosed to or known by the members entitled to vote and they specifically approved it in good faith, or the transaction was fair to the corporation when it was authorized, approved, or ratified. Common or interested directors may be counted toward the quorum.
- Removing a director
- Section 1027(H) provides that 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, which for a nonstock corporation means the members. There are two exceptions. If the board is classified under section 1027(D), members may remove only for cause unless the certificate of incorporation provides otherwise. And where cumulative voting applies and less than the entire board is being removed, a director may not be removed without cause if the votes against removal would have been enough to elect that director cumulatively. Where a class or series elects particular directors, only that class or series votes on removing them.
- Recurring state filing
- The Oklahoma General Corporation Act does not require a domestic not for profit corporation to file an annual report or annual certificate with the Secretary of State. A charitable organization located in Oklahoma or soliciting contributions from anyone in the state does have an annual filing: under section 552.3 of title 18 it registers with the Secretary of State before soliciting and then registers annually by the date it files its IRS Form 990, or by the date that return is due including extensions, whichever comes first. The fee is sixty-five dollars, or fifteen dollars for an organization whose contributions did not and are not expected to exceed ten thousand dollars.
What's particular to Oklahoma
Oklahoma runs its nonprofits through the same statute as its businesses. There is no standalone nonprofit corporation act, and section 1002 makes the Oklahoma General Corporation Act applicable to every corporation, whether profit or not for profit, stock or nonstock. Section 1004.1 then supplies a translation table: shareholders means members, board of directors means the governing body, directors means the members of the governing body, and stock or shares means memberships. Section 1004.1 also lists which sections do not translate, so checking that list matters before relying on any single section.
Nonstock corporations get an unusual amount of room to write their own rules. Section 1027(G)(1) says the certificate of incorporation or bylaws of a nonstock corporation may provide that fewer than one-third of the governing body is a quorum, and may otherwise provide that the business and affairs be managed differently from the rest of the section, including additional classes of directors, longer terms of service, action by less than unanimous written consent, and letting the chair appoint committees.
The default member quorum is a third, not a majority. If the certificate of incorporation and bylaws do not specify, section 1060(C)(1) makes one-third of the members a quorum at a members meeting, and the governing body is elected by a plurality of those present in person or by proxy. Members may vote by proxy, and a proxy is good for three years unless it says otherwise.
Charities owe the Attorney General advance warning before big moves. Section 552.24 of title 18 requires a registered charitable organization that is incorporated, organized, or principally located in Oklahoma, or that holds Oklahoma assets worth more than five hundred thousand dollars, and that has solicited here for a year, to give the Attorney General written notice at least forty-five days before dissolving, terminating, disposing of substantially all charitable assets, leaving the state, merging, consolidating, or converting, or amending the governing document that describes its charitable purposes. Losing federal tax exemption triggers a twenty-day notice.
This is a summary, not legal advice.
We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Oklahoma review it.
Knowing the rule is the easy part.
Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.
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