Okla. Stat. tit. 6, § 6-712.1
This is the official text of Okla. Stat. tit. 6, § 6-712.1, part of Oklahoma’s Stat. tit. 6, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 6,." Browse the sections below, each linked to its official government source.
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Indemnification for defending suits - Directors' personal
Official statutory text
liability eliminated or limited.
A. The bylaws of a bank or trust company, as adopted or amended
by the stockholders, may provide that it shall indemnify every
officer, director, and employee, heirs, executors and administrators
of the officer, director or employee, against judgments resulting
from and the expenses reasonably incurred by the officer, director
or employee in connection with any action to which the officer,
director or employee may be made a party by reason of such person
being an officer, director or employee of the bank or trust company,
including any action based upon any alleged act or omission on the
part of such person as an officer, director or employee of the bank
or trust company, except in relation to matters as to which such
person shall be finally adjudged in such action to be liable for the
negligence or misconduct. In the event of a settlement out of
court, indemnification shall be provided only in connection with
such matters covered by the settlement as to which the bank or trust
company is advised by its counsel that the person to be indemnified
was not liable for such negligence or misconduct. The foregoing
Oklahoma Statutes - Title 6. Banks and Trust Companies Page 94
rights of indemnification shall not be exclusive of other rights to
which such officers, directors and employees may be entitled.
B. The bylaws or a resolution of a bank or bank holding
company, as adopted or amended by the stockholders, may include a
provision eliminating or limiting the personal liability of a
director to the bank or its holding company, or to the stockholders
of either for monetary damages for breach of fiduciary duty as a
director but not for:
1. Any breach of the director's duty of loyalty to the bank or
its holding company, or to the stockholders of either;
2. Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
3. Payment of any unlawful dividend or for any unlawful stock
purchase or redemption; or
4. Any transaction from which the director derived an improper
personal benefit.
A. The bylaws of a bank or trust company, as adopted or amended
by the stockholders, may provide that it shall indemnify every
officer, director, and employee, heirs, executors and administrators
of the officer, director or employee, against judgments resulting
from and the expenses reasonably incurred by the officer, director
or employee in connection with any action to which the officer,
director or employee may be made a party by reason of such person
being an officer, director or employee of the bank or trust company,
including any action based upon any alleged act or omission on the
part of such person as an officer, director or employee of the bank
or trust company, except in relation to matters as to which such
person shall be finally adjudged in such action to be liable for the
negligence or misconduct. In the event of a settlement out of
court, indemnification shall be provided only in connection with
such matters covered by the settlement as to which the bank or trust
company is advised by its counsel that the person to be indemnified
was not liable for such negligence or misconduct. The foregoing
Oklahoma Statutes - Title 6. Banks and Trust Companies Page 94
rights of indemnification shall not be exclusive of other rights to
which such officers, directors and employees may be entitled.
B. The bylaws or a resolution of a bank or bank holding
company, as adopted or amended by the stockholders, may include a
provision eliminating or limiting the personal liability of a
director to the bank or its holding company, or to the stockholders
of either for monetary damages for breach of fiduciary duty as a
director but not for:
1. Any breach of the director's duty of loyalty to the bank or
its holding company, or to the stockholders of either;
2. Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
3. Payment of any unlawful dividend or for any unlawful stock
purchase or redemption; or
4. Any transaction from which the director derived an improper
personal benefit.
Status: in_force · Read it on the official government site
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