reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.380 - Limitation on dividends; exception.

(1) The board of directors of an institution or Oregon stock savings bank may, at any regular meeting, declare a dividend, but, except as provided in subsection (2) of this section, the amount of the dividend shall not be greater than its unreserved retained earnings, deducting therefrom, to the extent not already charged against earnings or reflected in a reserve, the following:
(a) All bad debts, which are debts on which interest is past due and unpaid for at least six months, unless the debt is fully secured and in the process of collection.
(b) All other assets charged off as required by the Director of the Department of Consumer and Business Services or a state or federal examiner.
(c) All accrued expenses, interest and taxes of the institution or Oregon stock savings bank.
(2) Notwithstanding subsection (1) of this section, an institution or Oregon stock savings bank may, by resolution of its board of directors and with the prior approval of the director, pay a dividend in an amount greater than the amount provided in subsection (1) of this section. The director may approve payment of such a dividend only if the director determines that the payment of the dividend would not result in the remaining stockholders’ equity of the institution or Oregon stock savings bank being inadequate for the safe and sound operation of the institution or Oregon stock savings bank. [Amended by 1973 c.797 §79; 1997 c.631 §74; 2021 c.197 §1]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.400 - Suspension of payment of dividends.

The Director of the Department of Consumer and Business Services may require any institution or Oregon stock savings bank to suspend the payment of any dividends if the director determines that the payment of dividends would result in the remaining stockholders’ equity of the institution or Oregon stock savings bank being inadequate for the safe and sound operation of the institution or Oregon stock savings bank. [Amended by 1963 c.580 §82; 1973 c.797 §80; 1997 c.631 §75]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.410 - Record of dividends declared.

At meetings of the board of directors where dividends are declared, a complete record of the proceedings and business transacted by the board of directors shall be entered in the minutes in the manner required by the Director of the Department of Consumer and Business Services. The minutes shall show that a detailed financial statement as of the last day of the month previous to the month during which the meeting is held was the basis of the decision of the board. [Amended by 1963 c.195 §4; 1973 c.797 §81]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.415 - Report of dividends declared.

Within 10 days after declaring a dividend, an institution or Oregon stock savings bank shall forward to the Director of the Department of Consumer and Business Services a report of the dividend declared. [1997 c.631 §77; 2015 c.244 §26]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.610 - Annual and special stockholder meetings; notice of orders.

(1) A stockholders’ meeting to elect a board of directors and transact other business must be held in this state within 120 days after the close of the fiscal year of the institution or Oregon stock savings bank. If the Director of the Department of Consumer and Business Services issued an order to the institution or Oregon stock savings bank under ORS 706.580 within the fiscal year immediately preceding the date of the stockholders’ meeting, the institution or Oregon stock savings bank shall include in every notice required for the stockholders’ meeting under ORS 707.611:
(a) A copy of ORS 706.580;
(b) A statement that the institution or Oregon stock savings bank received an order or orders from the director; and
(c) A reasonably detailed description of the order or orders.
(2) The chief executive officer, a majority of the board of directors, any other person or group authorized by the articles of incorporation or bylaws of the institution or Oregon stock savings bank to call meetings, or not fewer than three stockholders holding in the aggregate not less than one-third of the outstanding voting stock of the institution or Oregon stock savings bank may call a special meeting of stockholders. The articles of incorporation or bylaws of the institution or Oregon stock savings bank may reserve to an officer or the board of directors the authority to designate the time and place of the meeting, except that the institution or Oregon stock savings bank must hold the meeting in this state. Unless the Director of the Department of Consumer and Business Services consents to a later meeting date, the institution or Oregon stock savings bank shall hold a meeting not later than 60 days after issuing the call for the meeting. [Amended by 1957 c.59 §1; 1967 c.170 §1; 1973 c.797 §84; 1983 c.296 §3; 1985 c.786 §27; 1987 c.177 §1; 1989 c.324 §39; 1997 c.631 §78; 2015 c.244 §27]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.611 - Notice of meeting.

Written or printed notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, the cashier, the secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the stock transfer books of the institution or Oregon stock savings bank, with postage prepaid. [1989 c.324 §43; 1997 c.631 §79]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.612 - Action without meeting.

Any action required by this chapter to be taken at a meeting of the shareholders or directors of an institution or Oregon stock savings bank or any other action that may be taken at a meeting of the shareholders or directors or of a committee may be taken without a meeting if all of the shareholders or directors or all of the members of the committee entitled to vote with respect to the action sign a consent in writing that sets forth the action to be taken. The consent must be delivered to the institution or Oregon stock savings bank for inclusion in the minutes or for filing with the corporate records. The action is effective on the date on which the last signature is placed on the consent or consents or at such earlier or later time as is set forth in the consent. A consent has the same force and effect as a unanimous vote of the shareholders, directors or committee members and any articles or document filed under this chapter may state that the consent has the force and effect of a unanimous vote. If not otherwise determined in accordance with ORS 707.615, the record date for determining shareholders entitled to take action by consent without a meeting is the date the first shareholder signs the consent. [1989 c.324 §52; 1997 c.631 §80; 2015 c.244 §28]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.613 - Shareholder waiver of notice; effect of attendance at meeting.

(1) A shareholder may, at any time, waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the institution or Oregon stock savings bank for inclusion in the corporate records.
(2) Attendance at a meeting by a shareholder waives objection to:
(a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to the holding of the meeting or the transacting of business at the meeting; and
(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. [1989 c.324 §51; 1997 c.631 §81]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.615 - Record date.

(1) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of an institution or Oregon stock savings bank may provide that the stock transfer books shall be closed for a stated period, not to exceed in any case 70 days. If the stock transfer books shall be closed for the purpose of determining the shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting.
(2) In lieu of closing the stock transfer books, the bylaws or, in the absence of an applicable bylaw, the board of directors may fix in advance a date as the record date for any such determination of shareholders. The record date, in any case, shall be not more than 70 days and, in the case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the business day before the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
(3) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the meeting is adjourned to a date more than 120 days from the original meeting date. [1989 c.324 §44; 1997 c.631 §82]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.617 - Shareholders list for meeting.

(1) The officer or agent having charge of the stock transfer books for shares of an institution or Oregon stock savings bank shall make, at least 10 days prior to each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof. The list shall be arranged in alphabetical order, with the address of and the number of shares held by each shareholder and, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the institution or Oregon stock savings bank and shall be subject to inspection by any shareholder at any time during usual business hours. Such list also shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to which shareholders are entitled to examine such list or transfer books or to vote at any meeting of shareholders.
(2) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. [1989 c.324 §45; 1997 c.631 §83]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.620 - Special stockholder meeting called by director.

The Director of the Department of Consumer and Business Services may call a meeting of the stockholders of any institution or Oregon stock savings bank by giving, or directing the institution or Oregon stock savings bank to give, not less than 15 days’ notice of the meeting to the stockholders in the manner prescribed in ORS 707.611. The institution or Oregon stock savings bank shall pay all necessary expenses incurred in serving the notice. [Amended by 1973 c.797 §85; 1997 c.631 §85; 2015 c.244 §29]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.621 - Quorum.

(1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting at the time the vote is taken and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Bank Act or the articles of incorporation.
(2) Once a share is represented at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. [1989 c.324 §46; 1997 c.631 §86]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.623 - Modification of quorum or voting requirements.

(1) The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter, but in no event shall a quorum for shareholders, or any voting group of shareholders, consist of less than one-third of the votes entitled to be cast on any matter by the shareholders or voting group of shareholders. The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter.
(2) An amendment to the articles of incorporation that adds a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action under the quorum and voting requirements then in effect. An amendment to the articles of incorporation that changes or deletes a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action immediately prior to the change or deletion. [1989 c.324 §48; 1997 c.631 §87]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.625 - Exemption from personal liability for good faith acts or omissions in compliance with statute, rule or order.

A person may not be held personally liable for an act done or omitted by the person in good faith and in compliance with a statute, rule or order of the Director of the Department of Consumer and Business Services under this chapter regardless of whether the statute, rule or order is later amended, rescinded or determined to be invalid by judicial or other authority. [1987 c.445 §4; 1997 c.631 §88]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.642 - Organizational meeting of directors; notice.

After the issuance of the certificate of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting. The incorporators who called the meeting shall give at least three days’ notice thereof by mail to each director so named, which notice shall state the time, place and purpose of the meeting. [1989 c.324 §27; 1997 c.631 §89]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.644 - Committees of board of directors; limitations.

(1) If provided by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of all the directors in office when the action is taken, may designate from among its members one or more committees. To the extent provided in the resolution or in the articles of incorporation or the bylaws of the banking institution, the committees shall have and may exercise all the authority of the board of directors in the management of the banking institution.
(2) No committee shall have the authority of the board of directors in reference to:
(a) Amending the articles of incorporation;
(b) Approving dividends or other distributions to shareholders of an institution or Oregon stock savings bank;
(c) Filling vacancies on the board of directors or on any of its committees;
(d) Approving the reacquisition of shares of the institution or Oregon stock savings bank;
(e) Adopting a plan of merger or consolidation;
(f) Recommending to the shareholders the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of the institution or Oregon stock savings bank other than in the usual and regular course of its business;
(g) Recommending to the shareholders a voluntary dissolution of the institution or Oregon stock savings bank or a revocation thereof;
(h) Amending the bylaws of the banking institution; or
(i) Approving the issuance or sale or contract for sale of shares or determining the designation and relative rights, preferences and limitations of a class or series of shares of the institution or Oregon stock savings bank.
(3) Notwithstanding subsection (2) of this section, the board of directors may authorize a committee to take action described in subsection (2)(i) of this section pursuant to a stock option or other stock compensation plan, or by approving the maximum number of shares to be issued and delegating to the committee the authority to determine all or any part of the terms of the issuance or sale or contract of sale and the determination of the designation and relative rights, preferences and limitations of the class or series of shares.
(4) The designation of committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon the board of directors or such member by law. [1989 c.324 §50; 1997 c.631 §90]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.646 - Staggered terms for directors.

(1) If there are six or more directors, the articles of incorporation or the bylaws may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group to be as nearly equal in number as possible. In that event, the terms of directors in the first group expire at the first annual meeting after their election; the terms of the second group expire at the second annual meeting after their election; and the terms of the third group, if any, expire at the third annual meeting after their election. Thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(2) If the institution or Oregon stock savings bank has cumulative voting, terms of directors may be staggered only if authorized by the articles of incorporation, and no class shall have fewer than three members. [1989 c.324 §26; 1997 c.631 §91]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.648 - Removal of directors by shareholders.

(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.
(3) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. [1989 c.324 §49]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.660 - General standards for directors.

(1) A director shall discharge the duties of a director, including the duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes is in the best interests of the institution or Oregon stock savings bank.
(2) In discharging the duties of a director, a director may rely on information, opinions, reports or statements, including financial statements and other financial data, that are prepared or presented by:
(a) One or more officers or employees of the institution or Oregon stock savings bank whom the director reasonably believes are reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
(c) A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(3) A director is not acting in good faith if the director has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) When evaluating any offer of another party to make a tender or exchange offer for any equity security of the institution or Oregon stock savings bank, or any proposal to merge the institution or Oregon stock savings bank with another institution or Oregon stock savings bank or to purchase or otherwise acquire all or substantially all the properties and assets of the institution or Oregon stock savings bank, the directors of an institution or Oregon stock savings bank may, in determining what the directors believe is in the best interests of the institution or Oregon stock savings bank, give due consideration to the social, legal and economic effects on employees, customers and suppliers of the institution or Oregon stock savings bank and on the communities and geographical areas in which the institution or Oregon stock savings bank and the subsidiaries of the institution or Oregon stock savings bank operate, the economy of the state and nation, the long term as well as short term interests of the institution or Oregon stock savings bank and the stockholders of the institution or Oregon stock savings bank, including the possibility that these interests may be best served by the continued independence of the institution or Oregon stock savings bank, and other relevant factors. [Amended by 1973 c.797 §88; 1975 c.725 §7; 1997 c.631 §92; 2015 c.244 §30]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.665 - General standards for officers.

(1) An officer with discretionary authority shall discharge the duties of an officer under that authority:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes is in the best interests of the institution or Oregon stock savings bank.
(2) In discharging the duties of an officer, an officer may rely on information, opinions, reports or statements, including financial statements and other financial data, that are prepared or presented by:
(a) One or more officers or employees of the institution or Oregon stock savings bank whom the officer reasonably believes are reliable and competent in the matters presented; or
(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. [1997 c.631 §94; 2015 c.244 §31]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.670 - Regular meetings of directors; rules; quorum; notice; meetings using communications equipment.

(1) The board of directors of a banking institution shall hold regular meetings. The Director of the Department of Consumer and Business Services may specify by rule, in accordance with ORS 183.315, 183.330, 183.335 and 183.341 to 183.410, the minimum frequency with which a board of directors of a banking institution must meet.
(2) A quorum at any meeting of the board of directors consists of:
(a) If the banking institution has a fixed board size, a majority of the members of the whole board.
(b) If the banking institution has a variable-range board size, a majority of the number of directors prescribed or, if no number is prescribed, a majority of the number in office immediately before the meeting begins.
(3) If less than a quorum of directors is present at a meeting, the directors may adjourn until the next meeting.
(4) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(5) Meetings of the board of directors, regular or special, may be held either within or outside this state.
(6) Meetings of the board of directors must be held upon such notice as is prescribed in the bylaws. A director’s attendance at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The notice or waiver of notice of a meeting of the board of directors does not need to specify either the business to be transacted at or the purpose of the meeting unless required by the bylaws or by law.
(7) Unless the articles of incorporation or bylaws provide otherwise, members of the board of directors of a banking institution or any committee designated by the board may hold a meeting of the board or committee by means of conference telephone or similar communications equipment that allows all persons participating in the meeting to hear each other. Participation in a meeting under this subsection constitutes presence in person at the meeting. [Amended by 1963 c.166 §1; 1973 c.797 §89; 1983 c.296 §4; 1989 c.324 §40; 1993 c.255 §1; 1997 c.631 §95; 2013 c.104 §1]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.675 - Report of loans and investments.

The board of directors shall designate an officer of the banking institution to prepare and submit to the board at every meeting or to a committee of not less than three members of the board of directors a report, in such detail as the board may direct, of the loans and investments made during the preceding month or since the last report, and information concerning loans to officers, directors and employees. The board of directors shall examine the report and make it a part of the record of the meeting by recording the report in full in the minutes. [1973 c.797 §90; 1995 c.316 §3; 1997 c.631 §96]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.680 - Special board meetings called by director; penalty for failure to attend.

(1) The Director of the Department of Consumer and Business Services may call a meeting of the board of directors of any banking institution by mailing a notice of the meeting to each director. The notice shall state the purpose of the meeting and designate the time and place where the meeting shall be held.
(2) A director who fails to appear at the meeting without proper cause is subject to a penalty of up to $1,000 for each meeting the director fails to attend. The penalty shall be collected in the manner prescribed by ORS 706.570. [Amended by 1973 c.797 §91; 1997 c.631 §97]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.690 - Filling director vacancy.

Subject to ORS 707.705, any vacancy in the board of directors may be filled by the remaining directors for the unexpired term at a regular meeting after the vacancy occurs or as otherwise provided in the bylaws of the institution or Oregon stock savings bank. [Amended by 1985 c.786 §29; 1997 c.631 §98; 2015 c.244 §32]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.700 - Selection and control of officers by directors; effect of removal of officers.

(1) After a charter has been issued to a banking institution, the board of directors shall elect a chief executive officer who shall also be a director, a president who also may be the chief executive officer, at least one vice president, and a cashier or secretary, and may appoint such other officers and employees as the board of directors considers necessary or appropriate.
(2) The board of directors may define the duties, fix the compensation, dismiss, fill vacancies and require bonds or irrevocable letters of credit for the faithful performance of the duties of the employees and officers of the banking institution.
(3) In the event the board dismisses an officer, the officer shall no longer serve as a director.
(4) Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever, in its judgment, the best interests of the banking institution will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. [Amended by 1973 c.797 §92; 1983 c.37 §6; 1985 c.786 §32; 1989 c.324 §41; 1991 c.331 §110; 1997 c.631 §99]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.705 - Investigation of new director, president and chief executive officer; fingerprinting; disapproval of election or appointment.

(1) Before a person first takes office as director, president or chief executive officer of a banking institution, the name of the person shall be submitted to the Director of the Department of Consumer and Business Services, with any information about the person that the director may require.
(2) The director shall investigate each person whose name is submitted under this section to determine the character, honesty, financial responsibility and competence of the person. In the course of investigating any person under this section, the director may require the person to provide additional information for the director’s further inquiry. For the purpose of such further inquiry, the director may require the person to submit to fingerprinting. Fingerprints acquired under this subsection may be submitted to appropriate law enforcement agencies, including the Federal Bureau of Investigation, for the purpose of discovering any unlawful activities of the person.
(3) The director may disapprove the election or appointment of the person for any reason stated in ORS 707.145. The director shall issue the disapproval in writing to the board of directors that submitted the person’s name. A copy of the disapproval shall be served personally or by certified mail upon the disapproved person. The disapproval may be issued without a prior administrative hearing.
(4) A person whom the director disapproves under this section may appeal the disapproval as a contested case pursuant to ORS 183.415 to 183.500. [1985 c.786 §31; 1997 c.631 §100]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.710 - Removal of officer or director.

(1) For any reason specified in subsection (2) of this section, the Director of the Department of Consumer and Business Services by order may direct the board of directors of a banking institution to remove a director or officer of the banking institution.
(2) The director may issue an order of removal under subsection (1) of this section:
(a) For any reason stated in ORS 707.145; or
(b) If the person who is the subject of the order has refused otherwise to comply with any written requirements or instructions of the director.
(3) An order of removal under this section shall be in writing and may be issued without a prior administrative hearing. A copy of the order shall be served personally or by certified mail upon the person to be removed.
(4) Upon receipt of an order of removal the director or officer shall be suspended from office.
(5) The person suspended from office may appeal the order of the director as a contested case under ORS 183.415 to 183.500.
(6) Upon expiration of the period in which to file an appeal under ORS 183.415 to 183.500 or when the order of the director is affirmed on appeal, the board of directors by resolution shall remove the person from office and declare the office vacant.
(7) Any officer or director of a banking institution who is suspended or removed under this section shall not act in any official capacity, conduct any of the business of the banking institution or have access to the books, records or assets of the banking institution as an officer, director or stockholder, without receiving permission from the director. [Amended by 1973 c.797 §93; 1983 c.296 §5; 1985 c.762 §§38,38a; 1985 c.786 §33; 1997 c.631 §101]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.720 - Violation of law or omission of duty by officer or director.

An officer or director of a banking institution shall not, as an officer or director, willfully do any act which is expressly forbidden by the Bank Act or omit to perform any duty imposed upon the officer or director by the Bank Act. [Amended by 1973 c.797 §94; 1997 c.631 §102]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.730 - Official communications from Department of Consumer and Business Services; submission to directors.

Every official communication directed by the Director of the Department of Consumer and Business Services or any examiner to a banking institution or to any officer of a banking institution, relating to an investigation or examination conducted by the Department of Consumer and Business Services or containing suggestions or recommendations as to the conduct of the business of the banking institution, shall be submitted by the officer receiving it to the board of directors at the next meeting of the board and noted in the minutes of the meeting of the board in the manner prescribed by the director. [Amended by 1973 c.797 §95; 1985 c.762 §39; 1997 c.631 §103]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.735 - Officers and directors to notify law enforcement officers of certain criminal violations; investigations; costs.

(1) If an officer or director of a banking institution has reason to believe that a person has violated any provision of law that has resulted or could result in loss to the banking institution and for which criminal prosecution is provided, the officer or director shall give the information relative to the violation to the appropriate federal, state or local law enforcement officer having jurisdiction of the violation, and to the Director of the Department of Consumer and Business Services.
(2) If the matter is referred to a district attorney or to the Attorney General, such officer promptly shall investigate the violation and institute such action against the person as the information and investigation requires or justifies. The cost of the investigation and action shall be paid by the county or state in the manner in which other criminal actions are paid. [1979 c.88 §7; 1997 c.631 §104]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.740 - Examining or audit committee; duties.

The board of directors of a banking institution shall annually appoint an examining or audit committee composed solely of not fewer than three outside directors of the banking institution or not fewer than three other individuals who the Director of the Department of Consumer and Business Services approves. The examining or audit committee shall examine and study the report of each examination that bank supervising authorities make and report to the board of directors within 60 days after receiving the report concerning the criticisms and suggestions contained in the report. The examining or audit committee shall also comment on any matter relative to the affairs of the banking institution that in the committee’s judgment the directors should know. The report must be recorded in the minute book of the banking institution, and a copy must be transmitted to the Director of the Department of Consumer and Business Services upon the director’s request. [Amended by 1973 c.797 §96; 1981 c.192 §5; 1985 c.786 §34; 1997 c.631 §105; 2013 c.104 §2; 2015 c.244 §33]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.744 - Definitions for ORS 707.744 to 707.764.

As used in ORS 707.744 to 707.764:
(1) "Director" means an individual who is or was a director of a banking institution or an individual who, while a director of a banking institution, is or was serving at the banking institution’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the banking institution’s request if the director’s duties to the banking institution also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
(2) "Expenses" includes counsel fees.
(3) "Banking institution" includes any domestic or foreign predecessor entity of a banking institution in a merger or other transaction in which the predecessor’s existence ceased upon the consummation of the transaction.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan or reasonable expenses incurred with respect to a proceeding.
(5) "Officer" means an individual who is or was an officer of a banking institution or an individual who, while an officer of a banking institution, is or was serving at the banking institution’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the banking institution’s request if the officer’s duties to the banking institution also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer.
(6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. [1989 c.324 §17; 1997 c.631 §106]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.746 - Authority to indemnify directors.

(1) Except as provided in subsection (4) of this section, a banking institution may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individual’s conduct was in the best interests of the banking institution, or at least not opposed to its best interests; and
(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.
(2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the best interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b) of this section.
(3) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(4) A banking institution may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the banking institution in which the director was adjudged liable to the banking institution; or
(b) In connection with any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the banking institution is limited to reasonable expenses incurred in connection with the proceeding. [1989 c.324 §18; 1997 c.631 §107]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.748 - Mandatory indemnification.

Unless limited by its articles of incorporation, a banking institution shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the banking institution against reasonable expenses incurred by the director in connection with the proceeding. [1989 c.324 §19; 1997 c.631 §108]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.752 - Advance for expenses.

(1) A banking institution may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(a) The director furnishes the banking institution a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 707.746; and
(b) The director furnishes the banking institution a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.
(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) Any authorization of payments under this section may be made by provision in the articles of incorporation, or bylaws, by a resolution of the shareholders or board of directors or by contract. [1989 c.324 §20; 1997 c.631 §109]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers › Section 707.754 - Court-ordered indemnification.

Unless the banking institution’s articles of incorporation provide otherwise, a director of the banking institution who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under ORS 707.748, in which case the court shall also order the banking institution to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 707.746 or was adjudged liable as described in ORS 707.746 (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1989 c.324 §21; 1997 c.631 §110]