ORS Chapter 708a — Regulation of Institutions

ORS 708a.005. Powers of institutions; insurance transactions; rules. (1) Except as otherwise limited in the Bank Act or the articles of incorporation of an institution, an institution shall have: (a) Perpetual duration and succession in its corporate name, unless a limited period of duration is stated in its articles of incorporation; (b) The power to do all things necessary or convenient to carry out its business and affairs including, without limitation, the power to: (A) Sue and be sued and complain and defend in its corporate name; (B) Have a corporate seal, which may be altered at will, and use it or a facsimile thereof by impressing, affixing or reproducing it in any other manner; (C) Make contracts, incur liabilities, borrow money, issue its notes, bonds and other obligations that may be convertible into other securities of the institution or include the option to purchase other securities of the institution; (D) Conduct its business, locate offices and exercise the powers granted by the Bank Act within or without this state; (E) Elect or appoint directors, officers, employees and agents of the institution; (F) Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state for managing the business and regulating the affairs of the institution; (G) Make donations for the public welfare or for charitable, scientific or educational purposes; (H) Transact any business permitted by the Bank Act; and (I) Pay pensions and establish pension plans, and share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents; (c) The powers granted to institutions by the Bank Act; (d) The power to be licensed as an insurance producer as required by ORS 744.053 to transact one or more of the classes of insurance described in ORS 744.062 except for title insurance; and (e) All powers necessary or convenient to effect any or all of the purposes for which the institution is organized or to perform any or all of the acts expressly or impliedly authorized or required under the Bank Act. (2) With respect to any exercise of the power granted under subsection (1)(d) of this section, other than the licensing of the institution to transact types of limited class insurance, as that term is defined in ORS 744.052, designated by the Director of the Department of Consumer and Business Services: (a) The conduct by the institution of insurance producer activities shall be subject to the approval of the director. The director shall base consideration for approval on the condition of the institution, the adequacy of a formal business plan for the insurance activities and the existence of satisfactory management for the insurance activity. (b) The director may revoke or restrict the ongoing authority of the institution to engage in the insurance producer activity if the condition of the institution substantially deteriorates or if the insurance activities are adversely affecting the institution. (c) The institution shall file a written report with the director no later than March 31 of each year disclosing the insurance activities of the institution. The required contents of the report shall be established by the director by rule. Reports filed with the director under this paragraph shall be available for public inspection in the office of the director. (3) An institution licensed as an insurance producer, as that term is defined in ORS 731.104, shall not in any manner use customer information obtained from another insurance producer to promote, develop or solicit insurance business for the institution unless the other insurance producer consents to such use of the customer information.