{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2017","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2017","heading":"Member or manager - Limitation or elimination of","body":"liability - Indemnification - Creation of series or groups.\n\nMEMBER OR MANAGER – LIMITATION OR ELIMINATION\n\nOF LIABILITY – INDEMNIFICATION –\n\nCREATION OF SERIES OR GROUPS\n\nA. Subject to subsection B of this section, the articles of\n\norganization or operating agreement may:\n\n1. Eliminate or limit the personal liability of a member or\n\nmanager for monetary damages for breach of any duty provided for in\n\nSection 2016 of this title; and\n\n2. Provide for indemnification of a member or manager for\n\njudgments, settlements, penalties, fines or expenses incurred in any\n\nproceeding because the person is or was a member or manager.\n\nB. No provision permitted under subsection A of this section\n\nshall limit or eliminate the liability of a manager for:\n\n1. Any breach of the manager’s duty of loyalty to the limited\n\nliability company or its members;\n\n2. Acts or omissions not in good faith or which involve\n\nintentional misconduct or a knowing violation of law; or\n\n3. Any transaction from which the manager derived an improper\n\npersonal benefit.\n\nC. The articles of organization or operating agreement may\n\ndefine the scope of any duties owned by the members or managers to\n\nthe limited liability company, if not manifestly unreasonable. A\n\ndefinition shall not eliminate the duty of loyalty or the obligation\n\nof good faith and fair dealing.\n\nD. An operating agreement may provide for classes or groups of\n\nmembers or managers or both having such relative rights, powers and\n\nduties as the operating agreement may provide, and may provide for\n\nthe creation in the manner provided in the operating agreement of\n\nadditional classes or groups of members or managers or both having\n\nsuch relative rights, powers and duties as may from time to time be\n\nestablished, including rights, powers and duties senior to existing\n\nclasses and groups of members or managers. An operating agreement\n\nmay provide for the taking of an action, including the amendment of\n\nthe operating agreement, without the vote or approval of any member\n\nor manager or class or group of members or managers, including an\n\naction to create under the operating agreement a class or group of\n\nmembership interests that was not previously outstanding. An\n\noperating agreement may provide that any member or class or group of\n\nmembers shall have no voting rights.","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":"f10a88d067f60b403408d6966fd4e4e4323da8a50a063fc5bcb08a2b81544e94","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2016","next":"us-ok/okla.-stat.-tit.-18-18-2018"},"notice":"GroundRules: Original legal text. Not legal advice."}