Okla. Stat. tit. 18, § 18-2017: Member or manager - Limitation or elimination of

liability - Indemnification - Creation of series or groups.

MEMBER OR MANAGER – LIMITATION OR ELIMINATION

OF LIABILITY – INDEMNIFICATION –

CREATION OF SERIES OR GROUPS

A. Subject to subsection B of this section, the articles of

organization or operating agreement may:

1. Eliminate or limit the personal liability of a member or

manager for monetary damages for breach of any duty provided for in

Section 2016 of this title; and

2. Provide for indemnification of a member or manager for

judgments, settlements, penalties, fines or expenses incurred in any

proceeding because the person is or was a member or manager.

B. No provision permitted under subsection A of this section

shall limit or eliminate the liability of a manager for:

1. Any breach of the manager’s duty of loyalty to the limited

liability company or its members;

2. Acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of law; or

3. Any transaction from which the manager derived an improper

personal benefit.

C. The articles of organization or operating agreement may

define the scope of any duties owned by the members or managers to

the limited liability company, if not manifestly unreasonable. A

definition shall not eliminate the duty of loyalty or the obligation

of good faith and fair dealing.

D. An operating agreement may provide for classes or groups of

members or managers or both having such relative rights, powers and

duties as the operating agreement may provide, and may provide for

the creation in the manner provided in the operating agreement of

additional classes or groups of members or managers or both having

such relative rights, powers and duties as may from time to time be

established, including rights, powers and duties senior to existing

classes and groups of members or managers. An operating agreement

may provide for the taking of an action, including the amendment of

the operating agreement, without the vote or approval of any member

or manager or class or group of members or managers, including an

action to create under the operating agreement a class or group of

membership interests that was not previously outstanding. An

operating agreement may provide that any member or class or group of

members shall have no voting rights.