2021 Oregon Revised Statutes
Chapter 707 - Organization to Conduct Banking Business; Stockholders, Directors and Officers
Section 707.244 - Amendment of articles of incorporation; purposes for amendment.


(2) In particular, and without limitation upon such general power of amendment, an institution or Oregon stock savings bank may amend its articles of incorporation, from time to time, so as:
(a) To change its corporate name.
(b) To change its period of duration.
(c) To change, enlarge or diminish its corporate purposes.
(d) To increase or decrease the aggregate number of shares, or shares of any class, which the institution or Oregon stock savings bank has authority to issue.
(e) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued.
(f) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations and relative rights in respect to all or any part of its shares, whether issued or unissued.
(g) To change the shares of any class, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of other classes.
(h) To create new classes of shares with rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued.
(i) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared.
(j) To divide any class of shares, whether issued or unissued, into series and fix and determine the designations of such series and the variations in the relative rights and preferences as between the shares of such series.
(k) To authorize the board of directors to establish, out of authorized but unissued shares, series of any class of shares and fix and determine the relative rights and preferences of the shares of any series so established.
(L) To authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect to which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed.
(m) To revoke, diminish or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any class and fix and determine the relative rights and preferences of the shares of any series so established.
(n) To limit, deny or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the institution or Oregon stock savings bank, whether then or thereafter authorized. [1989 c.324 §10; 1997 c.631 §59]

Structure 2021 Oregon Revised Statutes

2021 Oregon Revised Statutes

Volume : 18 - Financial Institutions, Insurance

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

Section 707.007 - Organization of Oregon bank as limited liability company.

Section 707.010 - Certificate required to transact banking business; exemption.

Section 707.020 - Violation of ORS 707.005 or 707.010; investigation; injunction.

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

Section 707.050 - Initial paid-in capital requirement.

Section 707.070 - Application for authority to organize banking institution; fee; contents.

Section 707.075 - Banking institution name.

Section 707.080 - Investigation and ruling on application; conditional approval; appeal.

Section 707.110 - Execution and submission of articles of incorporation; contents.

Section 707.120 - Issuance of certificate of incorporation when filings conform to law.

Section 707.140 - Submission of organization information; issuance of charter.

Section 707.145 - Grounds for refusing authority to organize.

Section 707.155 - Authority to require additional investigatory information; fingerprinting.

Section 707.160 - Transaction of business prior to organization; failure to complete organization; liability.

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

Section 707.182 - Registered agent; registered office.

Section 707.184 - Changes in registered office or agent.

Section 707.186 - Resignation of registered agent; discontinuance of registered office.

Section 707.188 - Service of process on institution or Oregon stock savings bank.

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

Section 707.220 - Stock record; contents; inspection.

Section 707.244 - Amendment of articles of incorporation; purposes for amendment.

Section 707.246 - Manner of amending articles of incorporation.

Section 707.248 - Shareholders authorized to vote on amendment to articles of incorporation.

Section 707.250 - Execution of amendments to articles of incorporation.

Section 707.252 - Filing of amended articles of incorporation.

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

Section 707.256 - Restated articles of incorporation.

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

Section 707.260 - Fractional shares; scrip.

Section 707.262 - Share options; limits on issuance.

Section 707.270 - Effect of redemption of shares; statement of cancellation.

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

Section 707.350 - Payment prior to issuance of certificate of stock; consideration; approvals.

Section 707.380 - Limitation on dividends; exception.

Section 707.610 - Annual and special stockholder meetings; notice of orders.

Section 707.613 - Shareholder waiver of notice; effect of attendance at meeting.

Section 707.615 - Record date.

Section 707.617 - Shareholders list for meeting.

Section 707.619 - Voting entitlement of shares.

Section 707.621 - Quorum.

Section 707.623 - Modification of quorum or voting requirements.

Section 707.644 - Committees of board of directors; limitations.

Section 707.646 - Staggered terms for directors.

Section 707.648 - Removal of directors by shareholders.

Section 707.660 - General standards for directors.

Section 707.665 - General standards for officers.

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

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

Section 707.700 - Selection and control of officers by directors; effect of removal of officers.

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

Section 707.710 - Removal of officer or director.

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

Section 707.744 - Definitions for ORS 707.744 to 707.764.

Section 707.746 - Authority to indemnify directors.

Section 707.752 - Advance for expenses.

Section 707.754 - Court-ordered indemnification.

Section 707.756 - Determination and authorization of indemnification.

Section 707.758 - Indemnification of officers, employees and agents.

Section 707.764 - Application of ORS 707.744 to 707.762.