Chapter 707 — Chapter 707

ORS 707.264 [1989 c.324 §30; repealed by 1997 c.631 §567]

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ORS 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 rendering such shares not fully paid and nonassessable. [1989 c.324 §31; 1997 c.631 §69]

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ORS 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 bank upon involuntary dissolution. [1989 c.324 §33; 1997 c.631 §70]

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ORS 707.270 Effect of redemption of shares; statement of cancellation. (1) 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 constitute an amendment to the articles of incorporation and shall reduce the number of shares of the class so canceled, which the institution or Oregon stock savings bank is authorized to issue by the number of shares so canceled

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ORS 707.272 Paid-in capital; use; retained earnings reserve; approval of director for redemption of shares; rules. (1) 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

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ORS 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]

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ORS 707.320 [Amended by 1973 c.797 §73; repealed by 1997 c.631 §567]

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ORS 707.330 [Amended by 1973 c.797 §74; repealed by 1997 c.631 §567]

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ORS 707.340 [Amended by 1973 c.797 §75; repealed by 1997 c.631 §567]

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ORS 707.345 [1963 c.500 §2; repealed by 1973 c.797 §428]

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ORS 707.350 Payment prior to issuance of certificate of stock; consideration; approvals. (1) 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 savings bank must pay for the purchase in cash or by exchanging real property or improvements on real property. The Director of the Department of Consumer and Business Services must approve the real property and improvements the person uses for payment as meeting all applicable requirements of law and all other conditions and standards that the director adopts by rule, including but not limited to a proper appraisal by a qualified appraiser. Stock that the institution or Oregon stock savings bank issues after initial organization to a director, officer or employee of the institution or Oregon stock savings bank may be issued for consideration that consists of cash, real property and improvements to real property, tangible personal property, other securities of the institution or Oregon stock savings bank or, subject to subsection (2) of this section, services the director, officer or employee performed or will perform under contract. In the absence of fraud, the judgment of the board of directors of the institution or Oregon stock savings bank as to the adequacy of the consideration received for the stock issued under this section is conclusive and upon issuance in payment of such consideration shall be fully paid

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

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

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

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ORS 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

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ORS 707.390 [Repealed by 1973 c.797 §428]

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ORS 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]

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ORS 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]

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ORS 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]

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

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ORS 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]

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

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

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ORS 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

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ORS 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]

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ORS 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]

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ORS 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

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ORS 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

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ORS 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

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ORS 707.619 Voting entitlement of shares. (1) 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

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ORS 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]

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ORS 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

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ORS 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

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ORS 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]

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ORS 707.630 [Repealed by 1973 c.797 §428]

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

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ORS 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]

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ORS 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

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ORS 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

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ORS 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

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ORS 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]

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ORS 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

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ORS 707.665 General standards for officers. (1) An officer with discretionary authority shall discharge the duties of an officer under that authority

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ORS 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

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ORS 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]

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ORS 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

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ORS 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]

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ORS 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

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ORS 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

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ORS 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

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