Okla. Stat. tit. 18, § 18-381.26

Limiting director's liability.

A. The bylaws of every association shall prescribe the notice

and the time and place of the annual meeting of members or

stockholders; the requirements for holding special meetings of

members or stockholders; and the manner of determining the number

and terms of office of the directors.

B. 1. Provisions with respect to directors' meetings, the

selection and duties of officers, making of loans, issuance of

various classes of deposit accounts or permanent capital stock,

distribution of earnings, amendments of the bylaws, rights and

obligations of members or stockholders, and any other matters

concerning operations of the association not in conflict with this

act or rules of the State Banking Commissioner and not otherwise

inconsistent with law or the certificate of incorporation of the

association may be included in the bylaws.

2. The bylaws or a resolution of an association as adopted or

amended by the members or stockholders may include a provision

eliminating or limiting the personal liability of a director to the

association or its holding company, or to the shareholders of either

for any negligence in the performance of his duties but not for:

a. any breach of the director's duty of loyalty to the

association or its holding company, or to the

shareholders of either,

b. acts or omissions not in good faith or which involve

intentional misconduct or a violation of law, or

c. any transaction from which the director derived an

improper personal benefit.

C. All bylaws and amendments hereafter adopted shall be

promptly submitted to the Commissioner for approval. Any decision

of the Commissioner disapproving proposed amendments may be appealed

pursuant to the provisions of Section 207 of Title 6 of the Oklahoma

Statutes.

D. The bylaws of each association shall constitute laws of the

association, subordinate to this act, to the rules of the

Commissioner, and to applicable federal regulations.

E. The provisions of the Oklahoma General Corporation Act

shall, insofar as the Oklahoma General Corporation Act is not

inconsistent with this act, govern associations operating pursuant

to the provisions of this act.

Oklahoma Statutes - Title 18. Corporations Page 40