Limiting director's liability. A. The bylaws of every association shall prescribe the notice and the time and place of the annual meeting of members or stockholders; the requirements for holding special meetings of members or stockholders; and the manner of determining the number and terms of office of the directors. B. 1. Provisions with respect to directors' meetings, the selection and duties of officers, making of loans, issuance of various classes of deposit accounts or permanent capital stock, distribution of earnings, amendments of the bylaws, rights and obligations of members or stockholders, and any other matters concerning operations of the association not in conflict with this act or rules of the State Banking Commissioner and not otherwise inconsistent with law or the certificate of incorporation of the association may be included in the bylaws. 2. The bylaws or a resolution of an association as adopted or amended by the members or stockholders may include a provision eliminating or limiting the personal liability of a director to the association or its holding company, or to the shareholders of either for any negligence in the performance of his duties but not for: a. any breach of the director's duty of loyalty to the association or its holding company, or to the shareholders of either, b. acts or omissions not in good faith or which involve intentional misconduct or a violation of law, or c. any transaction from which the director derived an improper personal benefit. C. All bylaws and amendments hereafter adopted shall be promptly submitted to the Commissioner for approval. Any decision of the Commissioner disapproving proposed amendments may be appealed pursuant to the provisions of Section 207 of Title 6 of the Oklahoma Statutes. D. The bylaws of each association shall constitute laws of the association, subordinate to this act, to the rules of the Commissioner, and to applicable federal regulations. E. The provisions of the Oklahoma General Corporation Act shall, insofar as the Oklahoma General Corporation Act is not inconsistent with this act, govern associations operating pursuant to the provisions of this act. Added by Laws 1970, c. 101, § 26, eff. June 1, 1970. Amended by Laws 1978, c. 168, § 4, eff. July 1, 1979; Laws 1987, c. 61, § 6, emerg. eff. May 4, 1987; Laws 1988, c. 65, § 18, emerg. eff. March 25, 1988; Laws 1990, c. 118, § 7, emerg. eff. April 23, 1990; Laws 1993, c. 183, § 48, eff. July 1, 1993; Laws 2000, c. 81, § 29, eff. Nov. 1, 2000.
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