Okla. Stat. tit. 10A, § 10A-2-9-106

ARTICLE V

ORGANIZATION AND OPERATION OF THE INTERSTATE COMMISSION

A. Bylaws.

The Interstate Commission shall, by a majority of the members

present and voting, within twelve (12) months after the first

Interstate Commission meeting, adopt bylaws to govern its conduct as

may be necessary or appropriate to carry out the purposes of the

compact, including, but not limited to:

a. establishing the fiscal year of the Interstate

Commission,

b. establishing an executive committee and such other

committees as may be necessary,

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c. provide for the establishment of committees governing

any general or specific delegation of any authority or

function of the Interstate Commission,

d. providing reasonable procedures for calling and

conducting meetings of the Interstate Commission, and

ensuring reasonable notice of each such meeting,

e. establishing the titles and responsibilities of the

officers of the Interstate Commission,

f. providing a mechanism for concluding the operations of

the Interstate Commission and the return of any

surplus funds that may exist upon the termination of

the Compact after the payment and/or reserving of all

of its debts and obligations,

g. providing “start-up” rules for initial administration

of the compact, and

h. establishing standards and procedures for compliance

and technical assistance in carrying out the compact.

B. Officers and staff.

1. The Interstate Commission shall, by a majority of the

members, elect annually from among its members a chairperson and a

vice-chairperson, each of whom shall have such authority and duties

as may be specified in the bylaws. The chairperson or, in the

chairperson’s absence or disability, the vice-chairperson shall

preside at all meetings of the Interstate Commission. The officers

so elected shall serve without compensation or remuneration from the

Interstate Commission; provided that, subject to the availability of

budgeted funds, the officers shall be reimbursed for any ordinary

and necessary costs and expenses incurred by them in the performance

of their duties and responsibilities as officers of the Interstate

Commission.

2. The Interstate Commission shall, through its executive

committee, appoint or retain an executive director for such period,

upon such terms and conditions and for such compensation as the

Interstate Commission may deem appropriate. The executive director

shall serve as secretary to the Interstate Commission, but shall not

be a Member and shall hire and supervise such other staff as may be

authorized by the Interstate Commission.

C. Qualified immunity, defense and indemnification.

1. The Interstate Commission’s executive director and employees

shall be immune from suit and liability, either personally or in

their official capacity, for any claim for damage to or loss of

property or personal injury or other civil liability caused or

arising out of or relating to any actual or alleged act, error, or

omission that occurred, or that such person had a reasonable basis

for believing occurred within the scope of Interstate Commission

employment, duties, or responsibilities; provided, that any such

person shall not be protected from suit or liability for any damage,

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loss, injury, or liability caused by the intentional or willful and

wanton misconduct of any such person.

2. The liability of any commissioner, or the employee or agent

of a commissioner, acting within the scope of such person’s

employment or duties for acts, errors, or omissions occurring within

such person’s state may not exceed the limits of liability set forth

under the Constitution and laws of that state for state officials,

employees, and agents. Nothing in this subsection shall be

construed to protect any such person from suit or liability for any
nt

of a commissioner, acting within the scope of such person’s

employment or duties for acts, errors, or omissions occurring within

such person’s state may not exceed the limits of liability set forth

under the Constitution and laws of that state for state officials,

employees, and agents. Nothing in this subsection shall be

construed to protect any such person from suit or liability for any

damage, loss, injury, or liability caused by the intentional or

willful and wanton misconduct of any such person.

3. The Interstate Commission shall defend the executive

director or the employees or representatives of the Interstate

Commission and, subject to the approval of the Attorney General of

the state represented by any commissioner of a compacting state,

shall defend such commissioner or the commissioner’s representatives

or employees in any civil action seeking to impose liability arising

out of any actual or alleged act, error or omission that occurred

within the scope of Interstate Commission employment, duties or

responsibilities, or that the defendant had a reasonable basis for

believing occurred within the scope of Interstate Commission

employment, duties, or responsibilities, provided that the actual or

alleged act, error, or omission did not result from intentional or

willful and wanton misconduct on the part of such person.

4. The Interstate Commission shall indemnify and hold the

commissioner of a compacting state, or the commissioner’s

representatives or employees, or the Interstate Commission’s

representatives or employees, harmless in the amount of any

settlement or judgment obtained against such persons arising out of

any actual or alleged act, error, or omission that occurred within

the scope of Interstate Commission employment, duties, or

responsibilities, or that such persons had a reasonable basis for

believing occurred within the scope of Interstate Commission

employment, duties, or responsibilities, provided that the actual or

alleged act, error, or omission did not result from intentional or

willful and wanton misconduct on the part of such persons.