(1) "Director" means an individual who is or was a director of a banking institution or an individual who, while a director of a banking institution, is or was serving at the banking institution’s request 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. A director is considered to be serving an employee benefit plan at the banking institution’s request if the director’s duties to the banking institution also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
(2) "Expenses" includes counsel fees.
(3) "Banking institution" includes any domestic or foreign predecessor entity of a banking institution in a merger or other transaction in which the predecessor’s existence ceased upon the consummation of the transaction.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan or reasonable expenses incurred with respect to a proceeding.
(5) "Officer" means an individual who is or was an officer of a banking institution or an individual who, while an officer of a banking institution, is or was serving at the banking institution’s request 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. An officer is considered to be serving an employee benefit plan at the banking institution’s request if the officer’s duties to the banking institution also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer.
(6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. [1989 c.324 §17; 1997 c.631 §106]
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.