2021 Oregon Revised Statutes
Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally
Section 732.325 - Certain transactions and compensation between insurers and directors, trustees, officers, agents or employees prohibited; other prohibited conduct.


(a) The planning, preparing or executing of an activity described in ORS 732.521 (1); or
(b) The planning, preparing or executing of any plan for the issuance, sale or acquisition of shares or other securities of the insurer for any purpose.
(2) Except as provided in subsections (4) and (5) of this section, a director, trustee or officer of an insurer shall not:
(a) Accept any money or thing of value for negotiating, procuring, recommending or aiding in:
(A) The purchase or sale of property by the insurer; or
(B) The making of a loan to or from the insurer.
(b) Have a pecuniary interest, whether as principal, agent or beneficiary, in a purchase, sale or loan under paragraph (a) of this subsection.
(3) Except as provided in subsections (4) and (5) of this section, an insurer shall not do any of the following:
(a) Pay any money or thing of value to a director, trustee or officer of the insurer for negotiating, procuring, recommending or aiding in:
(A) The purchase or sale of property by the insurer; or
(B) The making of a loan to or from the insurer.
(b) Make a loan to a director, trustee or officer of the insurer.
(c) Make any advances to a director, trustee or officer of the insurer for future services to be performed.
(d) Guarantee any financial obligations of a director, trustee or officer of the insurer. The prohibition under this paragraph does not apply to any guarantee of payments to be made upon death of a person insured under a credit life insurance policy.
(4) An insurer may contract, or otherwise enter into a transaction, for the provision of goods or services to the insurer in the normal course of business with a director, trustee or officer, or a partnership or corporation in which a director, trustee or officer has, directly or indirectly, a proprietary interest in excess of five percent, if the interest of the director, trustee or officer is fully disclosed to the board of directors of the insurer and the board thereafter approves and authorizes the contract or transaction by a vote sufficient for the purpose without counting the vote of the interested person.
(5) The prohibitions set forth in this section shall not apply to or affect:
(a) The payment to any director, officer or trustee of reasonable compensation, whether based in whole or in part upon commission or otherwise;
(b) The payment of a fee to any approved person for legal or other specialized or professional services rendered to the insurer and approved by the board of directors;
(c) The making of loans or advances to agents or other employees of an insurer as required or as is expedient in the conduct of its business;
(d) The exercising of any rights under any policy of insurance;
(e) The issuance of a debt obligation by an insurer to a director, officer or trustee of the insurer; and
(f) The advance of expenses to a director, officer or trustee for travel or other related business activities of the insurer. [1967 c.359 §178; 1971 c.231 §17; 1983 c.498 §20; 1989 c.425 §1; 1993 c.447 §109]

Structure 2021 Oregon Revised Statutes

2021 Oregon Revised Statutes

Volume : 18 - Financial Institutions, Insurance

Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally

Section 732.005 - Application of private corporation law; definitions.

Section 732.025 - Application for permit to organize stock insurer; rules.

Section 732.035 - Application for permit to organize insurer without capital stock.

Section 732.055 - Approval or disapproval of application for permit.

Section 732.095 - Articles of incorporation.

Section 732.105 - Filing articles of incorporation and surety bond, letter of credit or deposit.

Section 732.115 - Approval of articles, documents and bond, letter of credit or deposit; certificate of incorporation.

Section 732.145 - Stipulations required in subscriptions and applications; disposition of subscribed funds.

Section 732.155 - Organization to be completed within two years; policies to be issued within one year of certification.

Section 732.205 - General powers of insurers.

Section 732.220 - Exclusive agency contracts.

Section 732.225 - Impairment of required capitalization prohibited; rules.

Section 732.230 - Order to cure impairment; confidentiality of order.

Section 732.235 - Voluntary dissolution of insurer.

Section 732.240 - Trusts of life insurance proceeds.

Section 732.245 - Home office; records, assets; unlawful removal; rules.

Section 732.250 - Continuity of management in event of national emergency.

Section 732.320 - Supporting documents for expenditures.

Section 732.325 - Certain transactions and compensation between insurers and directors, trustees, officers, agents or employees prohibited; other prohibited conduct.

Section 732.415 - Stock insurer’s proxies; regulation by director; rules.

Section 732.420 - "Equity security" defined; rules.

Section 732.425 - Application of insider trading regulation.

Section 732.435 - Suit to recover insider profits; exempted transactions; rules.

Section 732.440 - Prohibited sales of securities.

Section 732.445 - Establishing or maintaining primary or secondary market in securities; rules.

Section 732.465 - Members of domestic mutual insurers.

Section 732.470 - Voting rights of members of mutual insurer.

Section 732.475 - Members’ meetings and procedures of domestic mutual and reciprocal insurers.

Section 732.480 - Copy of bylaws of domestic mutual insurer to be provided to director; provisions of bylaws.

Section 732.518 - Definitions for ORS 732.517 to 732.546.

Section 732.521 - Activities that are prohibited unless specified procedures followed; exceptions; notice of divestiture.

Section 732.523 - Procedure for acquiring controlling interest of capital stock; filing of statement; contents; request for hearing.

Section 732.526 - Hearing on proposed activity; notice.

Section 732.527 - Approval of acquisition by chief insurance regulatory officials of two or more jurisdictions; hearing.

Section 732.528 - Approval of proposed activity; grounds for refusing approval.

Section 732.529 - Procedures following approval by director of proposed activity.

Section 732.531 - Acquisition of assets or insurance of mutual or reciprocal insurers.

Section 732.536 - Compliance with foreign or alien laws.

Section 732.537 - Application of ORS 732.527, 732.539, 732.542 and 732.544 to change of control of insurer; exemptions.

Section 732.538 - Effect of merger or consolidation.

Section 732.539 - Notification of acquisition; confidentiality; order; rules; required information; waiting period.

Section 732.542 - Monopoly or substantial diminishment of competition; director’s order; prima facie and substantial evidence; determination of scope and extent of market.

Section 732.544 - Director’s order; effect; requirements for issuing; penalties.

Section 732.547 - Remedies for violation of ORS 732.517 to 732.546.

Section 732.548 - Definitions for ORS 732.517 to 732.596.

Section 732.549 - Subsidiaries.

Section 732.551 - Registration of insurer members of holding company systems.

Section 732.552 - Registration statement; form; contents.

Section 732.566 - Exemption from ORS 732.517 to 732.596 by director.

Section 732.568 - Disclaimer of affiliation; contents; subsequent duty to register; disallowance of disclaimers by director.

Section 732.571 - Supervisory college for domestic insurer; purpose; director’s powers; payment of expenses.

Section 732.574 - Standards for transactions within holding company; notice.

Section 732.576 - Dividends and distributions.

Section 732.578 - Liability of officers and directors of insurer that is subject to registration; allowance for common management; qualifications of directors; exemptions; waiver.

Section 732.584 - Examinations; penalty; costs.

Section 732.586 - Confidentiality of information; permitted disclosures.

Section 732.588 - Supervision, rehabilitation or liquidation.

Section 732.592 - Recovery from parent corporation or holding company if domestic insurer ordered into liquidation or rehabilitation.

Section 732.594 - Director’s determination or acknowledgment of appropriate group-wide supervisor for internationally active insurance group; requirement for insurer to produce needed information; director’s powers; cooperation with other regulatory...

Section 732.600 - Definitions for ORS 732.600 to 732.630.

Section 732.602 - Intent of ORS 732.600 to 732.630.

Section 732.604 - Permissible actions of domestic mutual insurer; rules.

Section 732.606 - Plan for conversion or reorganization; documents filed; approval by director and members.

Section 732.608 - Waiver of requirements of ORS 732.606.

Section 732.610 - Contents of plan.

Section 732.611 - Eligible member of domestic mutual insurer or mutual holding company; record date.

Section 732.612 - Consideration for membership interest in converting or reorganizing mutual insurer; kinds of consideration; allocation of consideration.

Section 732.614 - Effect of conversion.

Section 732.616 - Reorganization involving organization of stock holding company; subsidiaries.

Section 732.618 - Reorganization involving organization of mutual holding company; subsidiaries.

Section 732.620 - Status of mutual holding company as corporation; status as insurer; rights and obligations of members; voting; articles of incorporation.

Section 732.622 - Restructuring of mutual holding company.

Section 732.624 - Approval by Director of Department of Consumer and Business Services of mutual holding company restructuring plan; approval by members; effect of restructuring.

Section 732.626 - Plan review and approval; general provisions.

Section 732.628 - Limitations on ownership of shares in companies resulting from conversion, reorganization or restructuring.

Section 732.630 - Dissenters’ rights; action challenging validity of conversion, reorganization or restructuring.

Section 732.650 - Definitions.

Section 732.653 - Scope; requirements and guidance.

Section 732.656 - Risk management framework.

Section 732.659 - Own risk and solvency assessment in accordance with manual.

Section 732.662 - Own risk and solvency summary report; attestation.

Section 732.666 - Exemptions; director’s requirements.

Section 732.669 - Documentation and supporting information; director’s review.

Section 732.672 - Confidentiality; permissible disclosures; agreement with National Association of Insurance Commissioners.

Section 732.680 - Submission of corporate governance annual disclosure; determination of lead state; signature and attestation; level of disclosure permitted; review; rules.

Section 732.683 - Discretion as to form and content of responses to inquiries in corporate governance annual disclosure; documentation and supporting information.

Section 732.686 - Maintenance of confidentiality and privilege; permitted disclosures; waivers.

Section 732.689 - Retention of consultant to assist director’s review of corporate governance annual disclosure; consultant’s qualifications and duties; agreement with consultant.

Section 732.810 - Definitions for ORS 732.810 to 732.814.

Section 732.811 - Application of ORS 732.810 to 732.814.

Section 732.812 - Filing of financial statements; contract requirements; audit; reports to director.

Section 732.813 - Notice to prospective insured.

Section 732.814 - Authority of director over controlling producer and controlled insurer.

Section 732.820 - Interstate Insurance Product Regulation Compact.

Section 732.825 - State member of Interstate Insurance Product Regulation Commission.