(a) The director furnishes the corporation with a signed written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 60.391; and
(b) The director furnishes the corporation with a written undertaking, signed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met 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) An 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.
(4)(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.
(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 §97; 2011 c.227 §2; 2017 c.55 §14]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.004 - Filing requirements.
Section 60.011 - Effective time and date of document.
Section 60.014 - Correcting filed document.
Section 60.017 - Filing duty of Secretary of State.
Section 60.024 - Evidentiary effect of copy of filed document.
Section 60.027 - Certificate of existence or authorization.
Section 60.047 - Articles of incorporation.
Section 60.051 - Incorporation.
Section 60.057 - Organization of corporation.
Section 60.064 - Emergency bylaws.
Section 60.074 - Purposes; prohibition on illegal purposes.
Section 60.077 - General powers.
Section 60.081 - Emergency powers.
Section 60.084 - Challenges to validity of corporate acts.
Section 60.094 - Corporate name.
Section 60.097 - Reserved name.
Section 60.101 - Registered name.
Section 60.111 - Registered office and registered agent.
Section 60.114 - Change of registered office or registered agent.
Section 60.117 - Resignation of registered agent.
Section 60.121 - Service on corporation.
Section 60.131 - Authorized shares.
Section 60.134 - Terms of class or series determined by board of directors.
Section 60.137 - Issued and outstanding shares.
Section 60.141 - Fractional shares.
Section 60.144 - Subscription for shares before incorporation.
Section 60.147 - Issuance of shares.
Section 60.151 - Liability of shareholders.
Section 60.154 - Share dividends.
Section 60.161 - Form and content of certificates.
Section 60.164 - Shares without certificates.
Section 60.167 - Restriction on transfer of shares and other securities.
Section 60.174 - Preemptive rights of shareholders.
Section 60.177 - Corporation’s acquisition of its own shares.
Section 60.181 - Distributions to shareholders.
Section 60.201 - Annual meeting.
Section 60.204 - Special meeting.
Section 60.207 - Court-ordered meeting.
Section 60.209 - Meeting chairperson; closing of polls.
Section 60.211 - Action without meeting.
Section 60.214 - Notice of meeting.
Section 60.217 - Waiver of notice.
Section 60.222 - Participation at meeting.
Section 60.223 - Meeting inspectors; duties.
Section 60.224 - Shareholders’ list for meeting.
Section 60.227 - Voting entitlement of shares.
Section 60.234 - Shares held by nominees.
Section 60.241 - Quorum and voting requirements for voting groups.
Section 60.244 - Action by single and multiple voting groups.
Section 60.247 - Modification of quorum or voting requirements.
Section 60.251 - Voting for directors.
Section 60.254 - Voting trusts.
Section 60.257 - Voting agreements.
Section 60.261 - Derivative proceedings.
Section 60.270 - Definitions for ORS 60.270 to 60.291.
Section 60.273 - Defective corporate action; ratification or validation; effective date.
Section 60.276 - Ratification by board of directors; procedure; submission to shareholders.
Section 60.279 - Quorum; notice to shareholders of proposed ratification.
Section 60.282 - Notice of ratification by board of directors.
Section 60.285 - Corrected corporate action; validity; effective date.
Section 60.288 - Articles of validation; filing with Secretary of State.
Section 60.291 - Judicial review of corporate action; persons permitted to seek review.
Section 60.301 - Requirement for and duties of board of directors.
Section 60.307 - Number and election of directors.
Section 60.314 - Terms of directors generally.
Section 60.317 - Staggered terms for directors.
Section 60.321 - Resignation of directors.
Section 60.324 - Removal of directors by shareholders.
Section 60.327 - Removal of directors by judicial proceeding.
Section 60.331 - Vacancy on board.
Section 60.341 - Action without meeting.
Section 60.344 - Notice of meeting.
Section 60.347 - Waiver of notice.
Section 60.351 - Quorum and voting.
Section 60.354 - Committees; powers; limitations.
Section 60.357 - General standards for directors.
Section 60.361 - Conflict of interest.
Section 60.364 - Loans to directors.
Section 60.367 - Liability for unlawful distributions.
Section 60.371 - Required officers.
Section 60.377 - Standard of conduct for officers.
Section 60.381 - Resignation and removal of officers.
Section 60.384 - Contract right of officers.
Section 60.387 - Definitions for ORS 60.387 to 60.414.
Section 60.391 - Authority to indemnify directors.
Section 60.397 - Payment of director’s expenses in connection with proceeding.
Section 60.401 - Court-ordered indemnification.
Section 60.404 - Determination and authorization of indemnification.
Section 60.407 - Indemnification of officers, employees and agents.
Section 60.414 - Application of ORS 60.387 to 60.411.
Section 60.434 - Amendment by board of directors.
Section 60.437 - Amendment by board of directors and shareholders.
Section 60.441 - Voting on amendments by voting groups.
Section 60.447 - Articles of amendment.
Section 60.451 - Restated articles of incorporation.
Section 60.454 - Amendment pursuant to reorganization.
Section 60.461 - Amendment or repeal by board of directors or shareholders.
Section 60.464 - Bylaw increasing quorum or voting requirement for shareholders.
Section 60.467 - Bylaw increasing quorum or voting requirement for directors.
Section 60.470 - Definitions for ORS 60.470 to 60.501.
Section 60.474 - Action on plan of conversion.
Section 60.476 - Articles and plan of conversion.
Section 60.478 - Effect of conversion; assumed business name.
Section 60.484 - Share exchange.
Section 60.487 - Action on plan of merger or share exchange.
Section 60.491 - Merger with subsidiary.
Section 60.494 - Articles and plan of merger or share exchange.
Section 60.497 - Effect of merger or share exchange.
Section 60.501 - Merger or share exchange with foreign corporation.
Section 60.531 - Sale of assets in regular course of business; mortgage of assets.
Section 60.534 - Sale of assets other than in regular course of business.
Section 60.551 - Definitions for ORS 60.551 to 60.594.
Section 60.554 - Right to dissent.
Section 60.557 - Dissent by nominees and beneficial owners.
Section 60.561 - Notice of dissenters’ rights.
Section 60.564 - Notice of intent to demand payment.
Section 60.567 - Dissenters’ notice.
Section 60.571 - Duty to demand payment.
Section 60.574 - Share restrictions.
Section 60.581 - Failure to take action.
Section 60.584 - After-acquired shares.
Section 60.587 - Procedure if shareholder dissatisfied with payment or offer.
Section 60.591 - Court action.
Section 60.594 - Court costs and counsel fees.
Section 60.621 - Dissolution by incorporators or initial directors.
Section 60.627 - Dissolution by board of directors and shareholders.
Section 60.631 - Articles of dissolution.
Section 60.634 - Revocation of dissolution.
Section 60.637 - Effect of dissolution.
Section 60.641 - Known claims against dissolved corporation.
Section 60.645 - Enforcement of claims against dissolved corporation.
Section 60.647 - Grounds for administrative dissolution.
Section 60.651 - Procedure; effect of administrative dissolution.
Section 60.654 - Reinstatement following administrative dissolution.
Section 60.657 - Appeal from denial of reinstatement.
Section 60.664 - Procedure for judicial dissolution.
Section 60.667 - Receivership or custodianship.
Section 60.671 - Judgment of dissolution.
Section 60.701 - Authority to transact business required.
Section 60.704 - Consequences of transacting business without authority.
Section 60.707 - Application for authority to transact business.
Section 60.711 - Amendment to application for authority.
Section 60.714 - Effect of authority.
Section 60.717 - Corporate name of foreign corporation.
Section 60.721 - Registered office and registered agent of foreign corporation.
Section 60.724 - Change of registered office or registered agent of foreign corporation.
Section 60.727 - Resignation of registered agent of foreign corporation.
Section 60.731 - Service on foreign corporation.
Section 60.734 - Withdrawal of foreign corporation.
Section 60.737 - Grounds for revocation.
Section 60.741 - Procedure for and effect of revocation.
Section 60.747 - Reinstatement of authority.
Section 60.750 - Definitions for ORS 60.750 to 60.770.
Section 60.752 - Application of benefit company laws.
Section 60.756 - Minimum status vote required to approve certain actions; voting requirements.
Section 60.758 - Benefit company purposes and powers.
Section 60.760 - Duties of, standard of conduct for and liabilities of governor of benefit company.
Section 60.766 - Proceedings against benefit company; when allowed; who may commence.
Section 60.768 - Benefit report; contents required; delivery and posting.
Section 60.770 - Assessment of public benefit.
Section 60.771 - Corporate records.
Section 60.774 - Inspection of records by shareholders.
Section 60.777 - Scope of inspection right.
Section 60.781 - Court-ordered inspection.
Section 60.787 - Annual report; updates; rules.
Section 60.801 - Definitions for ORS 60.801 to 60.816.
Section 60.804 - Applicability of ORS 60.801 to 60.816.
Section 60.807 - Voting rights of control shares.
Section 60.810 - Acquiring person statement; shareholder meeting.
Section 60.813 - Dissenters’ rights.
Section 60.825 - Definitions for ORS 60.825 to 60.845.
Section 60.830 - Ownership of shares.
Section 60.835 - Prohibited business combinations.
Section 60.840 - Exceptions to ORS 60.835.
Section 60.964 - Saving provisions.