Okla. Stat. tit. 36, § 36-2708.1

reimbursement - Insurance.

A. The officers and members of the supreme governing body or

any subordinate body of a society shall not be personally liable for

any benefits provided by a society.

B. Any person may be indemnified and reimbursed by any society

for expenses reasonably incurred by, and liabilities imposed upon,

Oklahoma Statutes - Title 36. Insurance Page 715

such person in connection with or arising out of any action, suit or

proceeding, whether civil, criminal, administrative or

investigative, or threat thereof, in which the person may be

involved by reason of the fact that he or she is or was a director,

officer, employee or agent of the society or of any firm,

corporation or organization which he or she served in any capacity

at the request of the society. A person shall not be so indemnified

or reimbursed:

1. In relation to any matter in such action, suit or proceeding

as to which he or she shall finally be adjudged to be or have been

guilty of breach of a duty as a director, officer, employee or agent

of the society; or

2. In relation to any matter in such action, suit or

proceeding, or threat thereof, which has been made the subject of a

compromise settlement,

unless in either such case the person acted in good faith for a

purpose the person reasonably believed to be in or not opposed to

the best interests of the society and, in a criminal action or

proceeding, in addition, had no reasonable cause to believe that his

or her conduct was unlawful. The determination whether the conduct

of such person met the standard required in order to justify

indemnification and reimbursement in relation to any matter

described in paragraph 1 or 2 of this subsection may only be made by

the supreme governing body or board of directors by a majority vote

of a quorum consisting of persons who were not parties to such

action, suit or proceeding or by a court of competent jurisdiction.

The termination of any action, suit or proceeding by judgment,

order, settlement, conviction, or upon a plea of no contest, as to

such person shall not in itself create a conclusive presumption that

the person did not meet the standard of conduct required in order to

justify indemnification and reimbursement. The foregoing right of

indemnification and reimbursement shall not be exclusive of other

rights to which such person may be entitled as a matter of law and

shall inure to the benefit of his or her heirs, executors and

administrators.

C. A society shall have power to purchase and maintain

insurance on behalf of any person who is or was a director, officer,

employee or agent of the society, or who is or was serving at the

request of the society as a director, officer, employee or agent of

any other firm, corporation, or organization against any liability

asserted against such person and incurred by him or her in any such

capacity or arising out of his or her status as such, whether or not

the society would have the power to indemnify the person against

such liability under this section.