Okla. Stat. tit. 6, § 6-711: Directors and officers - Banks and trust companies

A. The affairs of a bank or trust company shall be managed by a

board of directors which shall exercise its powers and be

responsible for the discharge of its duties. The number of

directors, which shall not be less than five, shall be fixed by the

bylaws and the number so fixed shall be the board regardless of

vacancies. Directors need not be stockholders of the bank or trust

company unless so required by the bylaws of the bank or trust

company. A director who is disqualified shall be removed by the

board of directors or by the Commissioner. No action taken by a

director prior to resignation or removal shall be subject to attack

on the ground of the disqualification of such director.

B. Unless otherwise restricted by the certificate of

incorporation or bylaws, the board of directors shall have the

authority to fix a reasonable compensation for the directors.

C. Directors shall be elected by the stockholders at the first

meeting and thereafter at the annual meeting or at a special meeting

called for that purpose. If the certificate of incorporation or

amendments thereto provide for cumulative voting, the votes of each

share may be cast for one person or divided among two or more, as

the stockholder may choose. The person or persons (to the number of

directors to be elected) having the largest number of votes shall be

elected.

D. Each director, when appointed or elected, shall take an oath

that the director will, so far as the duty devolves on the director,

diligently and honestly administer the affairs of such bank or trust

company, and will not knowingly violate or willingly permit to be

violated any of the provisions of the Oklahoma Banking Code. The

oath shall be taken before a notary public, properly authorized and

commissioned by the state in which the director resides, or before

any other officer having an official seal and authorized by the

state to administer oaths, except that the oath shall not be taken

before any such notary public or other officer who is an officer of

the director's bank. The oath, subscribed by the director making

it, and certified by the notary public or other officer before whom

it is taken, shall be immediately transmitted to the Commissioner

and shall be filed and preserved in the office of the Department for

a period of ten (10) years.

E. Honorary or advisory members of the board of directors may

be appointed by a state bank to act in advisory capacities without

the power or responsibility of final decision in matters concerning

the business of the bank. Any listing of such honorary or advisory

directors must distinguish between them and the bank's board of

directors or indicate their advisory status.

F. The terms of office of directors shall be one (1) year.

Each director shall hold office until a successor is elected and

qualified or until an earlier resignation or removal. Vacancies may

be filled by vote of the board of directors until the next meeting

of the stockholders.

G. A director may be removed by the stockholders at a meeting.

Where cumulative voting for directors is provided in the certificate

of incorporation or amendment thereto, no director shall be removed

unless the votes cast against a motion for the removal are less than

the total number of shares outstanding divided by the number of

authorized directors, but all of the directors shall be removed if a

majority of the outstanding shares approves a motion for the removal

of all.

H. The officers designated by the bylaws shall be elected by

the board of directors. The president and managing officer shall be

members of the board of directors. The president may also serve as

managing officer. The board of directors of a state bank may enter

into employment contracts with its officers and employees upon

reasonable terms and conditions. An officer may be removed by the

l.

H. The officers designated by the bylaws shall be elected by

the board of directors. The president and managing officer shall be

members of the board of directors. The president may also serve as

managing officer. The board of directors of a state bank may enter

into employment contracts with its officers and employees upon

reasonable terms and conditions. An officer may be removed by the

board of directors at any time but removal shall not prejudice any

rights that the officer may have to damages for breach of contract

of employment.