Okla. Bar Ass'n Bylaws art. II

Section 1. OFFICERS ENUMERATED

(a). The officers of the Association shall be a President, President-Elect, who shall also be Chairperson of the House of Delegates, Vice-President and Executive Director, who shall also serve as Treasurer.

(b). All officers, officials, commission members, committee chairs and committee members appointed or elected in accordance with these Bylaws shall assume their offices on January 1 of each calendar year and serve for the period of their election or appointment, with all terms expiring on December 31 of the calendar year in which the elected or appointed term expires, or until a successor is appointed or elected.

Section 2. ELECTION OF OFFICERS: MISCELLANEOUS PROVISIONS

(a). At the annual meeting held following the adoption of these Bylaws, the House of Delegates shall elect a President-Elect who shall take office on the first day of January following his or her election and who shall serve as President-Elect for one year and then automatically shall become President and serve as such for one year. The President-Elect selected in 1971 shall be a resident of a county other than Oklahoma or Tulsa Counties; the President-Elect selected in 1972 shall be a resident of Tulsa County; the President-Elect selected in 1973 shall be a resident of a county other than Tulsa or Oklahoma Counties; the President-Elect selected in 1974 shall be a resident of Oklahoma County. Thereafter, the cycle set forth above shall be repeated.

(b). At each such annual meeting the House of Delegates shall elect a Vice-President who shall be a resident of a county other than the county of residence of the incoming President. The Vice-President so elected shall serve as such for one year commencing the first day of January following his or her election.

(c). The members of the Board of Governors serving when these Bylaws are adopted shall continue in office for the terms to which they have heretofore been selected, and their successors shall be elected at the time and in the manner provided for in these Bylaws subject to the Rules governing this Association as prescribed by the Supreme Court.

(d). All elections shall be by a majority vote of delegates present and voting.

Section 3. THE BOARD OF GOVERNORS

The Board of Governors shall elect the Executive Director of the Association and shall employ such other personnel as may be necessary to carry these Bylaws into effect.

Section 4. ELIGIBILITY

Eligibility to serve as an officer, official of the Bar, member of the House of Delegates, and delegate of the Association to the House of Delegates or the American Bar Association is limited to active members of the Association in good standing.

Section 5. INDEMNIFICATION

Every member of the Board of Governors, officer, or employee of the Oklahoma Bar Association, including members of the Professional Responsibility Commission, shall be indemnified by the Oklahoma Bar Association against all reasonable expenses and liabilities, including counsel fees, necessarily incurred, and when approved by the Board of Governors, by or imposed upon such governor, officer, employee or member of the Professional Responsibility Commission in connection with any threatened action, pending action or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Oklahoma Bar Association) to which he or she may be made a party or in which he or she may become involved by reason of his being or having been a governor, officer, employee or member of the Professional Responsibility Commission, or any settlement thereof, whether or not he or she is a governor, officer, employee or member of the Professional Responsibility Commission at the time such expenses are incurred, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Oklahoma Bar Association. This indemnification shall not apply in such cases where the affected governor, officer, employee or member of the Professional Responsibility Commission is found to not have acted in good faith or in a manner reasonably believed to be in or not opposed to the best interests of the Oklahoma Bar Association or where the employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties. Provided, that in the event of a settlement, the indemnification herein shall apply only when the Board of Governors approves such settlement and reimbursement as being for the best interests of the Oklahoma Bar Association. The provisions of this section shall be applicable to actions, suits or proceedings pending at the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof, and to governors, officers, employees and members of the Professional Responsibility Commission and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, executors and administrators of the governors, officers, employees and members of the Professional Responsibility Commission referred to in this section. This indemnity agreement shall not inure to the benefits of any indemnitor, insurer, surety, or bonding company.