§ 18-1064 — List of shareholders entitled to vote - Penalty for

refusal to produce stock ledger. LIST OF SHAREHOLDERS ENTITLED TO VOTE; PENALTY FOR REFUSAL TO PRODUCE STOCK LEDGER A. The corporation shall prepare, no later than the tenth day before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting; provided, however, if the record date for determining the shareholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the shareholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on the list. The list shall be open to the examination of any shareholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date: 1. On a reasonably accessible electronic network; provided, that the information required to gain access to the list is provided with the notice of the meeting; or 2. During ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that the information is available only to shareholders of the corporation. B. If the corporation or an officer or agent of the corporation refuses to permit examination of the list by a shareholder, such shareholder may apply to the district court for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination the shareholder seeks is for a purpose not germane to the meeting. The court may summarily order the corporation to permit examination of the list upon such conditions as the court may deem appropriate and may make such additional orders as may be appropriate including but not limited to postponing the meeting or voiding the results of the meeting. C. For the purposes of the Oklahoma General Corporation Act, “stock ledger” means one or more records administered by or on behalf of the corporation in which the names of all the corporation’s shareholders of record, the address and number of shares registered in the name of each such shareholder and all issuances and transfers of stock of the corporation are recorded in accordance with Section 1069 of this title. The stock ledger shall be the only evidence as to who are the shareholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of shareholders.

Legislative History

Added by Laws 1986, c. 292, § 64, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 12, eff. Nov. 1, 2001; Laws 2004, c. 255, § 13, eff. Nov. 1, 2004; Laws 2017, c. 323, § 14, eff. Nov. 1, 2017; Laws 2021, c. 51, § 7, eff. Nov. 1, 2021; Laws 2024, c. 120, § 26, eff. Nov. 1, 2024.