{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-2608.3","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-2608.3","heading":"Indemnification and advancement of expenses of certain","body":"persons.\n\nA. A corporation organized pursuant to the provisions of\n\nArticle 26 of the Insurance Code shall have power to indemnify any\n\nperson who was or is a party or is threatened to be made a party to\n\nany threatened, pending or completed action, suit or proceeding,\n\nwhether civil, criminal, administrative or investigative, other than\n\nan action by or in the right of the corporation, by reason of the\n\nfact that he is or was a director, officer, employee or agent of the\n\ncorporation, or is or was serving at the request of the corporation\n\nas a director, officer, employee or agent of another corporation,\n\npartnership, joint venture, trust or other enterprise, against\n\nexpenses, including attorneys' fees, judgments, fines, and amounts\n\npaid in settlement actually and reasonably incurred by him in\n\nconnection with such action, suit or proceeding if he acted in good\n\nfaith and in a manner he reasonably believed to be in or not opposed\n\nto the best interests of the corporation, and, with respect to any\n\ncriminal action or proceeding, had no reasonable cause to believe\n\nhis conduct was unlawful. The termination of any action, suit or\n\nproceeding by judgment, order, settlement, conviction, or upon a\n\nplea of nolo contendere or its equivalent, shall not, of itself,\n\ncreate a presumption that the person did not act in good faith and\n\nin a manner which he reasonably believed to be in or not opposed to\n\nthe best interests of the corporation, and, with respect to any\n\ncriminal action or proceeding, had reasonable cause to believe that\n\nhis conduct was unlawful.\n\nB. A corporation organized pursuant to the provisions of\n\nArticle 26 of the Insurance Code shall have the power to indemnify\n\nany person who was or is a party or is threatened to be made a party\n\nto any threatened, pending or completed action or suit by or in the\n\nright of the corporation to procure a judgment in its favor by\n\nreason of the fact that he is or was a director, officer, employee\n\nor agent of the corporation, or is or was serving at the request of\n\nthe corporation as a director, officer, employee or agent of another\n\ncorporation, partnership, joint venture, trust or other enterprise\n\nagainst expenses, including attorneys' fees, actually and reasonably\n\nincurred by him in connection with the defense or settlement of such\n\naction or suit if he acted in good faith and in a manner he\n\nreasonably believed to be in or not opposed to the best interests of\n\nthe corporation and except that no indemnification shall be made in\n\nrespect of any claim, issue or matter as to which such person shall\n\nhave been adjudged to be liable to the corporation unless and only\n\nto the extent that the court in which such action or suit was\n\nbrought shall determine upon application that, despite the\n\nadjudication of liability but in view of all the circumstances of\n\nthe case, such person is fairly and reasonably entitled to indemnity\n\nfor such expenses which the court shall deem proper.\n\nC. To the extent that a director, officer, employee or agent of\n\na corporation has been successful on the merits or otherwise in\n\ndefense of any action, suit or proceeding referred to in subsection\n\nA or B of this section, or in defense of any claim, issue or matter\n\ntherein, he shall be indemnified against expenses, including\n\nattorneys' fees, actually and reasonably incurred by him in\n\nconnection therewith.\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 director, officer,\n\nemployee or agent is proper in the circumstances because he has met\n\nthe applicable standard of conduct set forth in subsection A or B of\n\nthis section. Such determination shall be made:\n\n1. By the board of directors by a majority vote of a quorum\na court, shall be made by the\n\ncorporation only as authorized in the specific case upon a\n\ndetermination that indemnification of the director, officer,\n\nemployee or agent is proper in the circumstances because he has met\n\nthe applicable standard of conduct set forth in subsection A or B of\n\nthis section. Such determination shall be made:\n\n1. By the board of directors by a majority vote of a quorum\n\nconsisting of directors who were not parties to such action, suit or\n\nproceeding; or\n\n2. If such a quorum is not obtainable, or, even if obtainable a\n\nquorum of disinterested directors so directs, by independent legal\n\ncounsel in a written opinion; or\n\n3. By the members.\n\nE. Expenses incurred by an officer or director in defending a\n\ncivil or criminal action, suit or proceeding may be paid by the\n\ncorporation in advance of the final disposition of such action, suit\n\nor proceeding upon receipt of an undertaking by or on behalf of such\n\ndirector or officer to repay such amount if it shall ultimately be\n\ndetermined that he is not entitled to be indemnified by the\n\ncorporation as authorized by the provisions of this section. Such\n\nexpenses incurred by other employees and agents may be so paid upon\n\nsuch terms and conditions, if any, as the board of directors deems\n\nappropriate.\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 or\n\notherwise, both as to action in his official capacity and as to\n\naction in another capacity while holding such office.\n\nG. 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 agent\n\nof another corporation, partnership, joint venture, trust or other\n\nenterprise against any liability asserted against him and incurred\n\nby him in any such capacity, or arising out of his status as such,\n\nwhether or not the corporation would have the power to indemnify him\n\nagainst such liability under the provisions of this section.\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 such constituent corporation, or is or was\n\nserving at the request of such constituent corporation as a\n\ndirector, officer, employee or agent of another corporation,\n\npartnership, joint venture, trust or other enterprise, shall stand\n\nin the same position under the provisions of this section with\n\nrespect to the resulting or surviving corporation as he would have\n\nwith respect to such constituent corporation if its separate\n\nexistence had continued.\n\nI. For purposes of this section, references to \"other\n\nenterprises\" shall include employee benefit plans; references to\n\n\"fines\" shall include any excise taxes assessed on a person with\n\nrespect to an employee benefit plan, and references to \"serving at\n\nthe request of the corporation\" shall include any service as a\n\ndirector, officer, employee or agent of the corporation which\n\nimposes duties on, or involves services, by such 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 he reasonably believed to be in the interest of the\nthe request of the corporation\" shall include any service as a\n\ndirector, officer, employee or agent of the corporation which\n\nimposes duties on, or involves services, by such 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 he reasonably believed to be in the interest of the\n\nparticipants and beneficiaries of an employee benefit plan shall be\n\ndeemed to have acted in a manner \"not opposed to the best interests\n\nof 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 such a person.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"5b1c807fb28409f3a59706188740ded8fc020183bd43b4d44bdcf6d722a305d5","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-2608.2","next":"us-ok/okla.-stat.-tit.-36-36-2609"},"notice":"GroundRules: Original legal text. Not legal advice."}