{"data":{"id":"us-ok/okla.-stat.-tit.-6-6-712.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 6, § 6-712.1","heading":"Indemnification for defending suits - Directors' personal","body":"liability eliminated or limited.\n\nA. The bylaws of a bank or trust company, as adopted or amended\n\nby the stockholders, may provide that it shall indemnify every\n\nofficer, director, and employee, heirs, executors and administrators\n\nof the officer, director or employee, against judgments resulting\n\nfrom and the expenses reasonably incurred by the officer, director\n\nor employee in connection with any action to which the officer,\n\ndirector or employee may be made a party by reason of such person\n\nbeing an officer, director or employee of the bank or trust company,\n\nincluding any action based upon any alleged act or omission on the\n\npart of such person as an officer, director or employee of the bank\n\nor trust company, except in relation to matters as to which such\n\nperson shall be finally adjudged in such action to be liable for the\n\nnegligence or misconduct. In the event of a settlement out of\n\ncourt, indemnification shall be provided only in connection with\n\nsuch matters covered by the settlement as to which the bank or trust\n\ncompany is advised by its counsel that the person to be indemnified\n\nwas not liable for such negligence or misconduct. The foregoing\n\nrights of indemnification shall not be exclusive of other rights to\n\nwhich such officers, directors and employees may be entitled.\n\nB. The bylaws or a resolution of a bank or bank holding\n\ncompany, as adopted or amended by the stockholders, may include a\n\nprovision eliminating or limiting the personal liability of a\n\ndirector to the bank or its holding company, or to the stockholders\n\nof either for monetary damages for breach of fiduciary duty as a\n\ndirector but not for:\n\n1. Any breach of the director's duty of loyalty to the bank or\n\nits holding company, or to the stockholders of either;\n\n2. Acts or omissions not in good faith or which involve\n\nintentional misconduct or a knowing violation of law;\n\n3. Payment of any unlawful dividend or for any unlawful stock\n\npurchase or redemption; or\n\n4. Any transaction from which the director derived an improper\n\npersonal benefit.","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":"366778f4c824189c866b570500795858c6374b5a3dccd27bce3df69701ed6d72","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-6-6-712","next":"us-ok/okla.-stat.-tit.-6-6-713"},"notice":"GroundRules: Original legal text. Not legal advice."}