Okla. Stat. tit. 18, § 18-1053: Liability of Directors for Unlawful Payment of Dividend

or Unlawful Stock Purchase or Redemption - Exoneration from

Liability - Contribution among Directors - Subrogation.

LIABILITY OF DIRECTORS FOR UNLAWFUL PAYMENT OF DIVIDEND OR UNLAWFUL

STOCK PURCHASE OR REDEMPTION; EXONERATION FROM LIABILITY;

CONTRIBUTION AMONG DIRECTORS; SUBROGATION

A. In case of any willful or negligent violation of the

provisions of Sections 41 and 52 of this act, the directors under

whose administration the same may happen shall be jointly and

severally liable, at any time within six (6) years after paying any

unlawful dividend or after any unlawful stock purchase or

redemption, to the corporation, and to its creditors in the event of

its dissolution or insolvency, to the full amount of the dividend

unlawfully paid, or to the full amount unlawfully paid for the

purchase or redemption of the corporation's stock, with interest

from the time such liability accrued. Any director who may have

been absent when the same was done, or who may have dissented from

the act or resolution by which the same was done, may exonerate

himself from such liability by causing his dissent to be entered on

the books containing the minutes of the proceedings of the directors

at the time the same was done, or immediately after he has notice of

the same.

B. Any director against whom a claim is successfully asserted

under the provisions of this section shall be entitled to

contribution from the other directors who voted for or concurred in

the unlawful dividend, stock purchase or stock redemption.

C. Any director against whom a claim is successfully asserted

under this section shall be entitled, to the extent of the amount

paid by him as a result of such claim, to be subrogated to the

rights of the corporation against shareholders who received the

dividend on, or assets for the sale or redemption of, their stock

with knowledge of facts indicating that such dividend, stock

purchase or redemption was unlawful pursuant to the provisions of

the Oklahoma General Corporation Act, in proportion to the amounts

received by such shareholders respectively.