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.
Okla. Stat. tit. 5A , app 2 § 5