{"data":{"id":"us-ok/okla.-stat.-tit.-6-6-711","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 6, § 6-711","heading":"Directors and officers - Banks and trust companies","body":"A. The affairs of a bank or trust company shall be managed by a\n\nboard of directors which shall exercise its powers and be\n\nresponsible for the discharge of its duties. The number of\n\ndirectors, which shall not be less than five, shall be fixed by the\n\nbylaws and the number so fixed shall be the board regardless of\n\nvacancies. Directors need not be stockholders of the bank or trust\n\ncompany unless so required by the bylaws of the bank or trust\n\ncompany. A director who is disqualified shall be removed by the\n\nboard of directors or by the Commissioner. No action taken by a\n\ndirector prior to resignation or removal shall be subject to attack\n\non the ground of the disqualification of such director.\n\nB. Unless otherwise restricted by the certificate of\n\nincorporation or bylaws, the board of directors shall have the\n\nauthority to fix a reasonable compensation for the directors.\n\nC. Directors shall be elected by the stockholders at the first\n\nmeeting and thereafter at the annual meeting or at a special meeting\n\ncalled for that purpose. If the certificate of incorporation or\n\namendments thereto provide for cumulative voting, the votes of each\n\nshare may be cast for one person or divided among two or more, as\n\nthe stockholder may choose. The person or persons (to the number of\n\ndirectors to be elected) having the largest number of votes shall be\n\nelected.\n\nD. Each director, when appointed or elected, shall take an oath\n\nthat the director will, so far as the duty devolves on the director,\n\ndiligently and honestly administer the affairs of such bank or trust\n\ncompany, and will not knowingly violate or willingly permit to be\n\nviolated any of the provisions of the Oklahoma Banking Code. The\n\noath shall be taken before a notary public, properly authorized and\n\ncommissioned by the state in which the director resides, or before\n\nany other officer having an official seal and authorized by the\n\nstate to administer oaths, except that the oath shall not be taken\n\nbefore any such notary public or other officer who is an officer of\n\nthe director's bank. The oath, subscribed by the director making\n\nit, and certified by the notary public or other officer before whom\n\nit is taken, shall be immediately transmitted to the Commissioner\n\nand shall be filed and preserved in the office of the Department for\n\na period of ten (10) years.\n\nE. Honorary or advisory members of the board of directors may\n\nbe appointed by a state bank to act in advisory capacities without\n\nthe power or responsibility of final decision in matters concerning\n\nthe business of the bank. Any listing of such honorary or advisory\n\ndirectors must distinguish between them and the bank's board of\n\ndirectors or indicate their advisory status.\n\nF. The terms of office of directors shall be one (1) year.\n\nEach director shall hold office until a successor is elected and\n\nqualified or until an earlier resignation or removal. Vacancies may\n\nbe filled by vote of the board of directors until the next meeting\n\nof the stockholders.\n\nG. A director may be removed by the stockholders at a meeting.\n\nWhere cumulative voting for directors is provided in the certificate\n\nof incorporation or amendment thereto, no director shall be removed\n\nunless the votes cast against a motion for the removal are less than\n\nthe total number of shares outstanding divided by the number of\n\nauthorized directors, but all of the directors shall be removed if a\n\nmajority of the outstanding shares approves a motion for the removal\n\nof all.\n\nH. The officers designated by the bylaws shall be elected by\n\nthe board of directors. The president and managing officer shall be\n\nmembers of the board of directors. The president may also serve as\n\nmanaging officer. The board of directors of a state bank may enter\n\ninto employment contracts with its officers and employees upon\n\nreasonable terms and conditions. An officer may be removed by the\nl.\n\nH. The officers designated by the bylaws shall be elected by\n\nthe board of directors. The president and managing officer shall be\n\nmembers of the board of directors. The president may also serve as\n\nmanaging officer. The board of directors of a state bank may enter\n\ninto employment contracts with its officers and employees upon\n\nreasonable terms and conditions. An officer may be removed by the\n\nboard of directors at any time but removal shall not prejudice any\n\nrights that the officer may have to damages for breach of contract\n\nof employment.","path":["OK Code","Title 6"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os6.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"7d5502da683c3d0ddd15d1ba44d110fb6b77101c476a7236e5f07e9675833483","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-6-6-710","next":"us-ok/okla.-stat.-tit.-6-6-711.1"},"notice":"GroundRules: Original legal text. Not legal advice."}