Okla. Stat. tit. 36, § 36-2608.1

A. The business and affairs of every corporation organized

pursuant to the provisions of Article 26 of the Insurance Code shall

be managed by or under the direction of a board of directors.

B. The board of directors shall consist of five (5) or more

members. The number of directors shall be fixed by or in the manner

provided for in the bylaws. Directors need not be members unless so

required by the certificate of incorporation or the bylaws. The

certificate of incorporation or bylaws may prescribe other

qualifications for directors. Each director shall hold office until

expiration of his term of office, or until his earlier resignation

or removal. Any director may resign at any time upon written notice

to the corporation. A majority of the total number of directors

shall constitute a quorum for the transaction of business unless the

certificate of incorporation or the bylaws require a greater number.

Unless the certificate of incorporation provides otherwise, the

bylaws may provide that a number less than a majority shall

constitute a quorum which in no case shall be less than one-third

(1/3) of the total number of directors. The vote 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.

C. The board of directors, by resolution passed by a majority

of the whole board, may designate one or more committees, each

committee to consist of one or more of the directors of the

corporation. The board may designate one or more directors as

alternate members of any committee, who may replace any absent or

disqualified member at any meeting of the committee. The bylaws may

provide that in the absence or disqualification of a member of a

committee, the member or members thereof present at any meeting and

not disqualified from voting, whether or not he or they constitute a

quorum, may unanimously appoint another member of the board of

directors to act at the meeting in the place of any such absent or

disqualified member.

D. A member of the board of directors, or a member of any

committee designated by the board of directors, in the performance

of his duties, shall be fully protected in relying in good faith

Oklahoma Statutes - Title 36. Insurance Page 686

upon the records of the corporation and upon such information,

opinions, reports or statements presented to the corporation by any

of the corporation's officers or employees, or committees of the

board of directors, or by any other person as to matters the member

reasonably believes are within such officer's, employee's,

committee's, or other person's competence and who have been selected

with reasonable care by or on behalf of the corporation.

E. Unless otherwise restricted by the certificate of

incorporation or bylaws:

1. Any action required or permitted to be taken at any meeting

of the board of directors, or of any committee thereof may be taken

without a meeting if all members of the board or committee, as the

case may be, consent thereto in writing, and the writing or writings

are filed with the minutes of proceedings of the board or committee;

2. The board of directors of any corporation organized in

accordance with the provisions of Article 26 of the Insurance Code

periodically may hold its meetings outside of this state;

3. The board of directors shall have the authority to fix the

compensation of directors; and

4. Members of the board of directors of any corporation, or any

committee designated by such board, may participate in a meeting of

such board or committee by means of conference telephone or similar

communications equipment by means of which all persons participating

in the meeting can hear each other, and participation in a meeting

pursuant to the provisions of this subsection shall constitute

presence in person at such meeting.