Chapter 707 — Organization to Conduct Banking Business; Stockholders, Directors and Officers

707.005 Organization required to engage in banking or trust business

It is unlawful for any person to engage in or transact a banking or trust business within this state except by means of an entity duly organized for the purpose.

707.007 Organization of Oregon bank as limited liability company

As an alternative to being organized as a corporation under this chapter, an Oregon bank may be organized as a limited liability company. With respect to any Oregon bank that is organized as a limited liability company, as used in the Bank Act: “Articles of incorporation” means the Oregon bank’s articles of organization, as defined in ORS 63.001. “Bylaws”…

707.010 Certificate required to transact banking business; exemption

A person that has not received from the Director of the Department of Consumer and Business Services a charter or a certificate of authority to conduct banking business may not: Advertise that the person is receiving or accepting money on deposit. Use a sign at the person’s place of business that indicates that the person: Is a banking institution or that…

707.020 Violation of ORS 707.005 or 707.010; investigation; injunction

The Director of the Department of Consumer and Business Services may examine the accounts, books and papers of every person the director has reasonable cause to believe is violating any provision of ORS 707.005 or 707.010. When the director believes, from evidence satisfactory to the director, that any person is violating the provisions of ORS 707.005 or 70…

707.023 [1993 c.229 §7; repealed by 1997 c.631 §567]

707.025 Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions; fee

One or more persons or a corporation may organize a banking institution under this section solely for the purpose of merging with, acquiring the assets of or assuming the liabilities of one or more existing financial institutions under ORS chapter 711 and, except as otherwise provided in this section, without authority to engage in or transact banking or tru…

707.029 [1985 c.12 §3; 1987 c.216 §1; 1987 c.371 §2; 1987 c.373 §51a; 1995 c.6 §5; repealed by 1997 c.631 §567]

707.030 [Repealed by 1973 c.797 §428]

707.035 Conversion of trust company to Oregon bank

A trust company that desires to also conduct a banking business may convert to an Oregon bank in accordance with the provisions of ORS 711.070 and 711.080.

707.040 [Repealed by 1973 c.797 §428]

707.050 Initial paid-in capital requirement

Every institution or Oregon stock savings bank shall have at the time of issuance of its charter, initial paid-in capital of not less than $1,500,000. The Director of the Department of Consumer and Business Services may require a lesser or greater amount of initial paid-in capital for a particular institution or Oregon stock savings bank if the director dete…

707.060 [Repealed by 1973 c.797 §428]

707.070 Application for authority to organize banking institution; fee; contents

Any number of persons, not less than five, desiring to organize a banking institution shall, as prospective incorporators, first submit an application to the Director of the Department of Consumer and Business Services for a permit to organize a banking institution. The applicants shall pay to the director at the time of their application a fee of $2,500, no…

707.075 Banking institution name

The corporate name of a banking institution: May not contain any word or phrase that indicates or implies that the banking institution is organized for any purpose other than one or more of the purposes contained in the banking institution’s articles of incorporation. Must be distinguishable from: The name of any banking institution, insured institution, …

707.080 Investigation and ruling on application; conditional approval; appeal

When an application to organize has been submitted, the Director of the Department of Consumer and Business Services shall determine whether: The purposes of the proposed banking institution as stated in the proposed banking institution’s articles of incorporation and the application are consistent with the Bank Act; The character, financial responsibility…

707.090 Refusal to file articles of incorporation or grant charter after approval of application

If, after approving the application for authority to organize, it appears to the Director of the Department of Consumer and Business Services that the articles of incorporation, the organization or proposed manner of conducting business do not comply with the terms of the application, the requirements of approval or the requirements of law, the director may …

707.100 Time for submitting articles of incorporation

Within 30 days after authority to organize has been finally granted, the prospective incorporators shall submit to the Director of the Department of Consumer and Business Services articles of incorporation. If articles of incorporation are not received by the director within the specified time, the authority to organize is void.

707.110 Execution and submission of articles of incorporation; contents

Any number of individuals, not less than five, may by articles of incorporation establish an institution or Oregon stock savings bank. The individuals shall execute the articles of incorporation in duplicate, and shall submit the articles of incorporation to the Director of the Department of Consumer and Business Services. The articles of incorporation must…

707.120 Issuance of certificate of incorporation when filings conform to law

If the Director of the Department of Consumer and Business Services finds that the articles of incorporation conform to law, the director shall within 60 days after receiving the articles of incorporation and when all fees have been paid: Indorse on each of the duplicate originals the word “Filed,” and the month, day and year of the filing. File one of the…

707.130 [Amended by 1973 c.797 §60; 1987 c.197 §1b; 1989 c.324 §4; repealed by 1997 c.631 §567]

707.140 Submission of organization information; issuance of charter

When subscriptions totaling not less than the amount of the initial paid-in capital have been received, the incorporators shall submit for filing with the Director of the Department of Consumer and Business Services: A list of stockholders, showing name, address, number of shares and amount paid, certified by the president or cashier. A certificate of any …

707.145 Grounds for refusing authority to organize

The Director of the Department of Consumer and Business Services may disapprove an application for a permit to organize or refuse to approve the articles of incorporation or to grant a charter upon a finding that any person named in the application to organize or in other documents submitted for filing: Is insolvent, either in the sense that the person’s li…

707.150 Refusal of authority to organize; appeal

Notwithstanding the provisions of ORS chapter 183, the Director of the Department of Consumer and Business Services may, without prior hearing or opportunity therefor, refuse to grant authority to organize a banking institution. In case authority to organize is refused by the director, the applicants may within 30 days after the refusal appeal the decision t…

707.155 Authority to require additional investigatory information; fingerprinting

In the course of investigating any person named in the application to organize or in other documents submitted for filing, the Director of the Department of Consumer and Business Services 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 any of the fo…

707.160 Transaction of business prior to organization; failure to complete organization; liability

A banking institution shall not transact any business, except as is incidental or necessary to its organization, until it has received its charter from the Director of the Department of Consumer and Business Services. An institution or Oregon stock savings bank that fails to obtain paid subscriptions in at least the amount of its approved initial paid-in ca…

707.170 Effective date of charter; commencement of business; effect of failure to commence business

A charter shall specify the date on which it becomes effective, which shall not be more than 90 days after the date of issuance of the charter, unless an extension of time is granted by the Director of the Department of Consumer and Business Services. A banking institution shall commence business on the effective date specified in its charter. If a banking …

707.180 Location of principal place of business; change upon approval

The initial principal place of business of a banking institution shall be specified in its articles of incorporation. The principal place of business may be changed upon application of the banking institution to the Director of the Department of Consumer and Business Services. The director shall determine whether the change in location is advisable or justif…

707.182 Registered agent; registered office

Each institution and each Oregon stock savings bank shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of its places of business. A registered agent shall be: An individual who resides in this state and whose business office is identical to the registered office; A domestic corp…

707.184 Changes in registered office or agent

An institution or Oregon stock savings bank may change the institution’s or Oregon stock savings bank’s registered office or registered agent by delivering to the Director of the Department of Consumer and Business Services for filing a statement of change that sets forth: The name of the institution or Oregon stock savings bank; The address, including str…

707.186 Resignation of registered agent; discontinuance of registered office

A registered agent may resign as agent upon delivering a signed statement to the Director of the Department of Consumer and Business Services and giving notice in the form of a copy of the statement to the institution or Oregon stock savings bank. The statement may include a statement that the registered office is also discontinued. Upon delivery of the sig…

707.188 Service of process on institution or Oregon stock savings bank

The registered agent appointed by an institution or Oregon stock savings bank shall be an agent of the institution or Oregon stock savings bank upon whom any process, notice or demand required or permitted by law to be served upon the institution or Oregon stock savings bank may be served. The Director of the Department of Consumer and Business Services sha…

707.190 [Repealed by 1973 c.797 §428]

707.195 Offering documents for sale of stock; approval by director

An institution’s or Oregon stock savings bank’s incorporators shall submit to the Director of the Department of Consumer and Business Services proposed offering documents for selling the institution’s or Oregon stock savings bank’s stock for the director’s review. Subscriptions for stock in the institution or Oregon stock savings bank may not be accepted bef…

707.200 Payments by subscribers of full amount of stock subscriptions; escrow

Before a charter for a newly organized institution or Oregon stock savings bank is issued, the subscribers to the stock of the institution or Oregon stock savings bank shall pay in the full amount of the subscribers’ stock subscriptions, which must total an aggregate amount that is not less than the initial paid-in capital that the Director of the Department…

707.210 Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate

Except as provided in subsection (2) of this section, a certificate that represents shares of the stock of an institution or Oregon stock savings bank must: Be signed by two officers of the institution or Oregon stock savings bank designated in the bylaws, and may be sealed with the seal of the institution or Oregon stock savings bank or a facsimile of the …

707.215 [1973 c.797 §68; 1987 c.197 §3; 1989 c.324 §7; repealed by 1997 c.631 §567]

707.220 Stock record; contents; inspection

An institution or Oregon stock savings bank shall keep a stock ledger or register that shall show the name and mailing address of and the number of shares held by each stockholder of record. The institution or Oregon stock savings bank shall also maintain a record of transfers of stock, stating the time when made, the number of shares transferred and to whom…

707.230 Transfer of stock

The shares of stock of an institution or Oregon stock savings bank shall be transferred on the books of the institution or Oregon stock savings bank in such manner as the bylaws may provide and as required in ORS 707.220. A transfer of stock is not valid while an institution or Oregon stock savings bank is under notice from the Director of the Department of …

707.240 [1969 c.635 §1; 1973 c.797 §71; 1995 c.130 §1; repealed by 1997 c.631 §567]

707.242 Bylaws

The initial bylaws of an institution shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation or by bylaws. The bylaws may contain any provisions for the regulation and management of the affairs …

707.244 Amendment of articles of incorporation; purposes for amendment

An institution or Oregon stock savings bank may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might be lawfully contained in the original articles of incorporation at the time of making such amendment. In particular,…

707.246 Manner of amending articles of incorporation

Amendments to the articles of incorporation shall be made in the following manner: If an institution or Oregon stock savings bank has issued shares of stock: The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a speci…

707.248 Shareholders authorized to vote on amendment to articles of incorporation

The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: Increase or decrease the aggregate number of authorized shares of such class. Effect an exchange, reclassification or cancellatio…

707.250 Execution of amendments to articles of incorporation

The articles of amendment shall be executed in duplicate by the institution or Oregon stock savings bank by its president or a vice president and by its cashier, its secretary or an assistant secretary and shall set forth: The name of the institution or Oregon stock savings bank. If the amendment alters or changes any provision of the original or amended a…

707.252 Filing of amended articles of incorporation

Duplicate originals of the articles of amendment shall be delivered to the Director of the Department of Consumer and Business Services. If the director finds that the articles of amendment conform to law, the director shall, when all fees and charges have been paid as in this chapter prescribed: Indorse on each such duplicate originals the word “Filed” and…

707.254 Effective date of amended articles of incorporation; effect on existing cause of action

Except as provided in subsection (2) of this section, after the Director of the Department of Consumer and Business Services approves and files an amendment to the articles of incorporation, the amendment is effective and the articles of incorporation are amended accordingly. If an amendment to the articles of incorporation specifies a delayed effective dat…

707.256 Restated articles of incorporation

An institution or Oregon stock savings bank may adopt restated articles of incorporation that become effective after approval and filing by the Director of the Department of Consumer and Business Services. The restated articles of incorporation may make any changes in the articles of incorporation that the institution or Oregon stock savings bank could make …

707.258 Terms of class of shares or series within class determined by board of directors

If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, within the limits set forth in ORS 707.110, of any class of shares before the issuance of any shares of that class or of one or more series within a class before the issuance of any shares of that series. Eac…

707.260 Fractional shares; scrip

An institution or Oregon stock savings bank may: Issue fractions of a share or pay in money the value of fractions of a share; Arrange for disposition of fractional shares by the shareholders; or Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. Each certificate rep…

707.262 Share options; limits on issuance

Subject to any provisions set forth in its articles of incorporation and subject to preemptive rights, if any, of existing shareholders, an institution or Oregon stock savings bank may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase…

707.264 [1989 c.324 §30; repealed by 1997 c.631 §567]

707.266 Expenses of organization or issue of shares

The reasonable charges and expenses of organization or reorganization of an institution or Oregon stock savings bank, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such institution or Oregon stock savings bank out of the consideration received by it in payment for its shares without rend…

707.268 Restrictions on redemption of shares

No redemption or purchase of shares shall be made by an institution or Oregon stock savings bank when it is insolvent or when such redemption or purchase would render it insolvent, or which would reduce the net assets below the aggregate amount payable to the shareholders with prior or equal rights to the assets of the institution or Oregon stock savings ban…

707.270 Effect of redemption of shares; statement of cancellation

When shares of an institution or Oregon stock savings bank are redeemed, the shares shall be restored to the status of authorized but unissued shares, unless the articles of incorporation provide that shares when redeemed shall not be reissued, in which case a statement of cancellation shall be submitted for filing as provided in this section, shall constitu…

707.272 Paid-in capital; use; retained earnings reserve; approval of director for redemption of shares; rules

The paid-in capital of an institution or Oregon stock savings bank may be increased from time to time by resolution of the board of directors directing that all or a part of the retained earnings of the institution or Oregon stock savings bank be transferred to paid-in capital. An institution or Oregon stock savings bank may, by resolution of its board of d…

707.310 [Amended by 1973 c.797 §72; 1973 c.823 §140; 1974 c.36 §23; 1987 c.197 §4; 1987 c.916 §1; 1989 c.324 §36; 1989 c.331 §28; 1989 c.701 §64; 1995 c.334 §3; repealed by 1997 c.631 §567]

707.320 [Amended by 1973 c.797 §73; repealed by 1997 c.631 §567]

707.330 [Amended by 1973 c.797 §74; repealed by 1997 c.631 §567]

707.340 [Amended by 1973 c.797 §75; repealed by 1997 c.631 §567]

707.345 [1963 c.500 §2; repealed by 1973 c.797 §428]

707.350 Payment prior to issuance of certificate of stock; consideration; approvals

An institution or Oregon stock savings bank may not issue any certificate of stock until the institution or Oregon stock savings bank receives full payment for the stock. A person other than a director, officer or employee of the institution or Oregon stock savings bank that purchases stock after the initial organization of the institution or Oregon stock sa…

707.355 [1977 c.135 §15; repealed by 1997 c.631 §567]

707.360 [Amended by 1969 c.635 §3; repealed by 1973 c.797 §428]

707.370 [Amended by 1973 c.797 §78; repealed by 1997 c.631 §567]

707.380 Limitation on dividends; exception

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 reser…

707.390 [Repealed by 1973 c.797 §428]

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 op…

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 …

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.

707.420 [Amended by 1973 c.797 §82; repealed by 1997 c.631 §567]

707.430 [Amended by 1961 c.57 §1; 1973 c.797 §83; 1975 c.544 §9; 1985 c.627 §1; 1989 c.582 §1; 1989 c.596 §1; 1995 c.373 §1; repealed by 1997 c.631 §567]

707.440 [1989 c.324 §38; repealed by 1997 c.631 §567]

707.450 [1987 c.916 §12; repealed by 1997 c.631 §567]

STOCKHOLDERS, DIRECTORS AND OFFICERS (Stockholder Meetings)

707.610 Annual and special stockholder meetings; notice of orders

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 w…

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…

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 entitle…

707.613 Shareholder waiver of notice; effect of attendance at meeting

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. Attendance at a meeting by a shareholder waives objecti…

707.615 Record date

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 stoc…

707.617 Shareholders list for meeting

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 …

707.619 Voting entitlement of shares

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the Bank Act. Neither shares of its own stock held by the institut…

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 Orego…

707.621 Quorum

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 subjec…

707.623 Modification of quorum or voting requirements

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 o…

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 a…

707.630 [Repealed by 1973 c.797 §428]

707.640 [Amended by 1973 c.797 §86; 1985 c.786 §28; repealed by 1997 c.631 §567]

(Directors and Officers)

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 …

707.644 Committees of board of directors; limitations

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…

707.646 Staggered terms for directors

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…

707.648 Removal of directors by shareholders

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. 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. If cumulative voting is authorized, a di…

707.650 [Amended by 1973 c.797 §87; 1975 c.544 §9a; 1977 c.135 §17; 1983 c.37 §5; repealed by 1983 c.296 §12]

707.660 General standards for directors

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. In discharging…

707.665 General standards for officers

An officer with discretionary authority shall discharge the duties of an officer under that authority: In good faith; With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and In a manner the officer reasonably believes is in the best interests of the institution or Oregon stock savings bank. In dischar…

707.670 Regular meetings of directors; rules; quorum; notice; meetings using communications equipment

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. A quorum at any meeting of the bo…

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 con…

707.680 Special board meetings called by director; penalty for failure to attend

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. A director who fails to appear at the meeting without…

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.

707.700 Selection and control of officers by directors; effect of removal of officers

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 o…

707.705 Investigation of new director, president and chief executive officer; fingerprinting; disapproval of election or appointment

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. The director shall investigate each person whose name is submitted u…

707.710 Removal of officer or director

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. The director may issue an order of removal under subsection (1) of this section: For any reason stated in…

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.

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 …

707.735 Officers and directors to notify law enforcement officers of certain criminal violations; investigations; costs

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 la…

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 …

707.744 Definitions for ORS 707.744 to 707.764

As used in ORS 707.744 to 707.764: “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 …

707.746 Authority to indemnify directors

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: The conduct of the individual was in good faith; The individual reasonably believed that the individual’s conduct was in the best in…

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 proceedin…

707.749 [1985 c.786 §20; 1987 c.216 §4; renumbered 707.849 in 1989]

707.750 [1977 c.135 §20; 1981 c.192 §6; repealed by 1985 c.786 §70]

707.752 Advance for expenses

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: 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;…

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, m…

707.755 [1985 c.786 §21; renumbered 707.855 in 1989]

707.756 Determination and authorization of indemnification

A banking institution may not indemnify a director under ORS 707.746 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 707.746. A determination that indemnification of a director is permissib…

707.758 Indemnification of officers, employees and agents

Unless a banking institution’s articles of incorporation provide otherwise: An officer of the banking institution is entitled to mandatory indemnification under ORS 707.748 and is entitled to apply for court-ordered indemnification under ORS 707.754, in each case to the same extent as a director under ORS 707.748 and 707.754. The banking institution may in…

707.760 [1985 c.786 §22; renumbered 707.860 in 1989]

707.762 Insurance

A banking institution may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the banking institution or who, while a director, officer, employee or agent of the banking institution, is or was serving at the request of the banking i…

707.764 Application of ORS 707.744 to 707.762

The indemnification and provisions for advancement of expenses provided by ORS 707.744 to 707.762 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the banking institution’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of …

707.849 [Formerly 707.749; repealed by 1995 c.314 §3]

707.855 [Formerly 707.755; repealed by 1997 c.631 §567]

707.860 [Formerly 707.760; 1995 c.314 §1; repealed by 1997 c.631 §567]

707.990 [Repealed by 1973 c.797 §428]

_______________