{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1031","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1031","heading":"Indemnification of officers, directors, employees and","body":"agents – Insurance.\n\nINDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;\n\nINSURANCE\n\nA. A corporation shall have power to indemnify any person who\n\nwas or is a party or is threatened to be made a party to any\n\nthreatened, pending, or completed action, suit, or proceeding,\n\nwhether civil, criminal, administrative, or investigative, other\n\nthan an action by or in the right of the corporation, by reason of\n\nthe fact that the person is or was a director, officer, employee, or\n\nagent of the corporation, or is or was serving at the request of the\n\ncorporation as a director, officer, employee, or agent of another\n\ncorporation, partnership, joint venture, trust, or other enterprise,\n\nagainst expenses, including attorney fees, judgments, fines, and\n\namounts paid in settlement actually and reasonably incurred by the\n\nperson in connection with the action, suit, or proceeding if the\n\nperson acted in good faith and in a manner the person reasonably\n\nbelieved to be in or not opposed to the best interests of the\n\ncorporation, and, with respect to any criminal action or proceeding,\n\nhad no reasonable cause to believe the conduct was unlawful. The\n\ntermination of any action, suit, or proceeding by judgment, order,\n\nsettlement, conviction, or upon a plea of nolo contendere or its\n\nequivalent, shall not, of itself, create a presumption that the\n\nperson did not act in good faith and in a manner which the person\n\nreasonably believed to be in or not opposed to the best interests of\n\nthe corporation, and, with respect to any criminal action or\n\nproceeding, had reasonable cause to believe that the conduct was\n\nunlawful.\n\nB. A corporation shall have the power to indemnify any person\n\nwho was or is a party or is threatened to be made a party to any\n\nthreatened, pending, or completed action or suit by or in the right\n\nof the corporation to procure a judgment in its favor by reason of\n\nthe fact that the person is or was a director, officer, employee, or\n\nagent of the corporation, or is or was serving at the request of the\n\ncorporation as a director, officer, employee, or agent of another\n\ncorporation, partnership, joint venture, trust, or other enterprise\n\nagainst expenses, including attorney fees, actually and reasonably\n\nincurred by the person in connection with the defense or settlement\n\nof an action or suit if the person acted in good faith and in a\n\nmanner the person reasonably believed to be in or not opposed to the\n\nbest interests of the corporation and except that no indemnification\n\nshall be made in respect of any claim, issue, or matter as to which\n\nthe person shall have been adjudged to be liable to the corporation\n\nunless and only to the extent that the court in which the action or\n\nsuit was brought shall determine upon application that, despite the\n\nadjudication of liability but in view of all the circumstances of\n\nthe case, the person is fairly and reasonably entitled to indemnity\n\nfor expenses which the court shall deem proper.\n\nC. 1. To the extent that a present or former director or\n\nofficer of a corporation has been successful on the merits or\n\notherwise in defense of any action, suit, or proceeding referred to\n\nin subsection A or B of this section, or in defense of any claim,\n\nissue, or matter therein, the person shall be indemnified against\n\nexpenses, including attorney fees, actually and reasonably incurred\n\nby the person in connection therewith.\n\n2. The corporation may indemnify any other person who is not a\n\npresent or former director or officer of the corporation against\n\nexpenses including attorney fees actually and reasonably incurred by\n\nthe person to the extent he or she has been successful on the merits\n\nor otherwise in defense of any action, suit, or proceeding referred\n\nto in subsections A and B of this section, or in defense of any\n\nclaim, issue, or matter therein.\n\nD. Any indemnification under the provisions of subsection A or\nr of the corporation against\n\nexpenses including attorney fees actually and reasonably incurred by\n\nthe person to the extent he or she has been successful on the merits\n\nor otherwise in defense of any action, suit, or proceeding referred\n\nto in subsections A and B of this section, or in defense of any\n\nclaim, issue, or matter therein.\n\nD. Any indemnification under the provisions of subsection A or\n\nB of this section, unless ordered by a court, shall be made by the\n\ncorporation only as authorized in the specific case upon a\n\ndetermination that indemnification of the present or former director\n\nor officer is proper in the circumstances because the person has met\n\nthe applicable standard of conduct set forth in subsection A or B of\n\nthis section. This determination shall be made, with respect to a\n\nperson who is a director or officer of the corporation at the time\n\nof the determination:\n\n1. By a majority vote of the directors who are not parties to\n\nthe action, suit, or proceeding, even though less than a quorum;\n\n2. By a committee of directors designated by a majority vote of\n\ndirectors, even though less than a quorum;\n\n3. If there are no such directors, or if such directors so\n\ndirect, by independent legal counsel in a written opinion; or\n\n4. By the shareholders.\n\nE. Expenses including attorney fees incurred by an officer or\n\ndirector in defending a civil, criminal, administrative or\n\ninvestigative action, suit, or proceeding may be paid by the\n\ncorporation in advance of the final disposition of the action, suit,\n\nor proceeding upon receipt of an undertaking by or on behalf of the\n\ndirector or officer to repay the amount if it shall ultimately be\n\ndetermined that the person is not entitled to be indemnified by the\n\ncorporation as authorized by the provisions of this section.\n\nExpenses including attorney fees incurred by former directors or\n\nofficers or other employees and agents or persons serving at the\n\nrequest of the corporation as directors, officers, employees or\n\nagents of another corporation, partnership, joint venture, trust or\n\nother enterprise may be paid upon the terms and conditions, if any,\n\nas the corporation deems appropriate.\n\nF. The indemnification and advancement of expenses provided by\n\nor granted pursuant to the other subsections of this section shall\n\nnot be deemed exclusive of any other rights to which those seeking\n\nindemnification or advancement of expenses may be entitled under any\n\nbylaw, agreement, vote of shareholders or disinterested directors,\n\nor otherwise, both as to action in the person’s official capacity\n\nand as to action in another capacity while holding an office. A\n\nright to indemnification or to advancement of expenses arising under\n\na provision of the certificate of incorporation or a bylaw shall not\n\nbe eliminated or impaired by an amendment to or repeal or\n\nelimination of the certificate of incorporation or the bylaw after\n\nthe occurrence of the act or omission that is the subject of the\n\ncivil, criminal, administrative or investigative action, suit or\n\nproceeding for which indemnification or advancement of expenses is\n\nsought, unless the provision in effect at the time of such act or\n\nomission explicitly authorizes such elimination or impairment after\n\nsuch action or omission has occurred.\n\nG. 1. A corporation shall have power to purchase and maintain\n\ninsurance on behalf of any person who is or was a director, officer,\n\nemployee, or agent of the corporation, or is or was serving at the\n\nrequest of the corporation as a director, officer, employee, or\n\nagent of another corporation, partnership, joint venture, trust, or\n\nother enterprise against any liability asserted against the person\n\nand incurred by the person in any such capacity, or arising out of\n\nthe person’s status as such, whether or not the corporation would\ning at the\n\nrequest of the corporation as a director, officer, employee, or\n\nagent of another corporation, partnership, joint venture, trust, or\n\nother enterprise against any liability asserted against the person\n\nand incurred by the person in any such capacity, or arising out of\n\nthe person’s status as such, whether or not the corporation would\n\nhave the power to indemnify the person against liability under the\n\nprovisions of this section. For purposes of this subsection,\n\n“insurance” shall include any insurance provided directly or\n\nindirectly, including under any fronting or reinsurance arrangement,\n\nby or through a captive insurance company organized and licensed in\n\ncompliance with the laws of any jurisdiction, including any captive\n\ninsurance company licensed under the Oklahoma Captive Insurance\n\nCompany Act within Title 36 of the Oklahoma Insurance Code, provided\n\nthat the terms of any such captive insurance shall:\n\na. exclude from coverage and provide that the insurer\n\nshall not make any payment for loss in connection with\n\nany claim made against any person arising out of,\n\nbased upon, or attributable to any:\n\n(1) personal profit or other financial advantage to\n\nwhich such person was not legally entitled, or\n\n(2) deliberate criminal or deliberate fraudulent act\n\nof such person,\n\nif the conditions of division (1) or (2) of this\n\nsubparagraph are established by a final, non-\n\nappealable adjudication in the underlying proceeding\n\nin respect of such claim, which shall not include an\n\naction or proceeding initiated by the insurer or the\n\ninsured to determine coverage under the policy, unless\n\nand only to the extent such person is entitled to be\n\nindemnified under this section,\n\nb. require that any determination to make a payment under\n\nsuch insurance in respect of a claim against a current\n\ndirector or officer of the corporation shall be made\n\nby an independent claims administrator or in\n\naccordance with the provisions of paragraphs 1 through\n\n4 of subsection D of this section, and\n\nc. require that, before any payment under such insurance\n\nin connection with any dismissal or compromise of any\n\naction, suit, or proceeding brought by or in the right\n\nof a corporation as to which notice is required to be\n\ngiven to shareholders, such corporation shall include\n\nin such notice that a payment is proposed to be made\n\nunder such insurance in connection with such dismissal\n\nor compromise.\n\n2. For purposes of paragraph 1 of this subsection, the conduct\n\nof an insured person shall not be imputed to any other insured\n\nperson.\n\n3. The exclusions in paragraph 1 of this subsection shall\n\npermit a captive insurance policy to cover directors and officers\n\nfor certain liabilities that are non-exculpable under paragraph 7 of\n\nsubsection B of Section 1006 of this title.\n\n4. Any corporation that establishes or maintains a captive\n\ninsurance company that provides insurance under this subsection\n\nshall not, solely by virtue thereof, be subject to the provisions of\n\nTitle 36 of the Oklahoma Insurance Code.\n\n5. Nothing in this subsection shall be construed to prevent a\n\nforeign corporation from organizing a captive insurer under the\n\nOklahoma Captive Insurance Company Act for the purpose of insuring\n\nthe same risks described in this section.\n\n6. Any corporation that establishes a captive insurance company\n\nmay include in the insurance policy limitations or exclusions that\n\nare in addition to those prescribed by a statute or regulation.\n\nH. For purposes of this section, references to “the\n\ncorporation” shall include, in addition to the resulting\n\ncorporation, any constituent corporation, including any constituent\n\nof a constituent, absorbed in a consolidation or merger which, if\n\nits separate existence had continued, would have had power and\n\nauthority to indemnify its directors, officers, and employees, or\nstatute or regulation.\n\nH. For purposes of this section, references to “the\n\ncorporation” shall include, in addition to the resulting\n\ncorporation, any constituent corporation, including any constituent\n\nof a constituent, absorbed in a consolidation or merger which, if\n\nits separate existence had continued, would have had power and\n\nauthority to indemnify its directors, officers, and employees, or\n\nagents, so that any person who is or was a director, officer,\n\nemployee, or agent of a constituent corporation, or is or was\n\nserving at the request of a constituent corporation as a director,\n\nofficer, employee, or agent of another corporation, partnership,\n\njoint venture, trust, or other enterprise, shall stand in the same\n\nposition under the provisions of this section with respect to the\n\nresulting or surviving corporation as the person would have with\n\nrespect to the constituent corporation if its separate existence had\n\ncontinued.\n\nI. For purposes of this section, references to “other\n\nenterprises” shall include, but are not limited to, employee benefit\n\nplans; references to “fines” shall include, but are not limited to,\n\nany excise taxes assessed on a person with respect to an employee\n\nbenefit plan; and references to “serving at the request of the\n\ncorporation” shall include, but are not limited to, any service as a\n\ndirector, officer, employee, or agent of the corporation which\n\nimposes duties on, or involves services, by the director, officer,\n\nemployee, or agent with respect to an employee benefit plan, its\n\nparticipants, or beneficiaries; and a person who acted in good faith\n\nand in a manner the person reasonably believed to be in the interest\n\nof the participants and beneficiaries of an employee benefit plan\n\nshall be deemed to have acted in a manner “not opposed to the best\n\ninterests of the corporation” as referred to in this section.\n\nJ. The indemnification and advancement of expenses provided by\n\nor granted pursuant to this section, unless otherwise provided when\n\nauthorized or ratified, shall continue as to a person who has ceased\n\nto be a director, officer, employee, or agent and shall inure to the\n\nbenefit of the heirs, executors, and administrators of the person.\n\nK. The district court is vested with exclusive jurisdiction to\n\nhear and determine all actions for advancement of expenses or\n\nindemnification brought under this section or under any bylaw,\n\nagreement, vote of shareholders or disinterested directors, or\n\notherwise. The court may summarily determine a corporation’s\n\nobligation to advance expenses including attorney fees.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"35f8bed2e129445c31b7c7c51e228923d624d9f2cf678cf3d3d64dae8465d9ef","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1030","next":"us-ok/okla.-stat.-tit.-18-18-1032"},"notice":"GroundRules: Original legal text. Not legal advice."}