(2) A quorum at any meeting of the board of directors consists of:
(a) If the banking institution has a fixed board size, a majority of the members of the whole board.
(b) If the banking institution has a variable-range board size, a majority of the number of directors prescribed or, if no number is prescribed, a majority of the number in office immediately before the meeting begins.
(3) If less than a quorum of directors is present at a meeting, the directors may adjourn until the next meeting.
(4) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(5) Meetings of the board of directors, regular or special, may be held either within or outside this state.
(6) Meetings of the board of directors must be held upon such notice as is prescribed in the bylaws. A director’s attendance at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The notice or waiver of notice of a meeting of the board of directors does not need to specify either the business to be transacted at or the purpose of the meeting unless required by the bylaws or by law.
(7) Unless the articles of incorporation or bylaws provide otherwise, members of the board of directors of a banking institution or any committee designated by the board may hold a meeting of the board or committee by means of conference telephone or similar communications equipment that allows all persons participating in the meeting to hear each other. Participation in a meeting under this subsection constitutes presence in person at the meeting. [Amended by 1963 c.166 §1; 1973 c.797 §89; 1983 c.296 §4; 1989 c.324 §40; 1993 c.255 §1; 1997 c.631 §95; 2013 c.104 §1]
Structure 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 707.050 - 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 707.182 - 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 707.220 - 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 707.256 - 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 707.350 - 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 707.623 - 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 707.680 - 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 707.710 - Removal of officer or director.
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.