Chapter 707 — Chapter 707

ORS 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]

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ORS 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]

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ORS 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

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ORS 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]

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ORS 707.744 Definitions for ORS 707.744 to 707.764. As used in ORS 707.744 to 707.764

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ORS 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

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ORS 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]

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

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ORS 707.750 [1977 c.135 §20; 1981 c.192 §6; repealed by 1985 c.786 §70]

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ORS 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

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ORS 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

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

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ORS 707.756 Determination and authorization of indemnification. (1) 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

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ORS 707.758 Indemnification of officers, employees and agents. Unless a banking institution’s articles of incorporation provide otherwise

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

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ORS 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 institution 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. The banking institution may purchase and maintain the insurance even if the banking institution has no power to indemnify the individual against the same liability under ORS 707.746 or 707.748. [1989 c.324 §24; 1997 c.631 §113]

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ORS 707.764 Application of ORS 707.744 to 707.762. (1) 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 shareholders or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a banking institution shall have the power to make or agree to make any further indemnification, including advancement of expenses, of

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

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

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

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ORS 707.990 [Repealed by 1973 c.797 §428]

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