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

707.005 Organization required to engage in banking or trust business.
It is unlawful for any person to engage in or transact a banking or trust business within this state except by means of an entity...
707.007 Organization of Oregon bank as limited liability company.
(1) As an alternative to being organized as a corporation under this chapter, an Oregon bank may be organized as a limited liability company. (2)...
707.010 Certificate required to transact banking business.
A person who has not received a certificate to do a banking business from the Director of the Department of Consumer and Business Services, except...
707.020 Violation of ORS 707.005 or 707.010; investigation; injunction.
(1) The Director of the Department of Consumer and Business Services may examine the accounts, books and papers of every person the director has reasonable...
707.023 [1993 c.229 §7; repealed by 1997 c.631 §567]
707.025 Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions.
(1) A banking institution may be organized under this section solely for the purpose of merging with, acquiring the assets of or assuming the liabilities...
707.029 [1985 c.12 §3; 1987 c.216 §1; 1987 c.371 §2; 1987 c.373 §51a; 1995 c.6 §5; repealed by 1997 c.631 §567]
707.030 [Repealed by 1973 c.797 §428]
707.035 Conversion of trust company to Oregon bank.
A trust company that desires to also conduct a banking business may convert to an Oregon bank in accordance with the provisions of ORS 711.070...
707.040 [Repealed by 1973 c.797 §428]
707.050 Initial paid-in capital requirement.
(1) Every institution or Oregon stock savings bank shall have at the time of issuance of its charter, initial paid-in capital of not less than...
707.060 [Repealed by 1973 c.797 §428]
707.070 Application for authority to organize banking institution; fee; contents.
Any number of persons, not less than five, desiring to organize a banking institution shall, as prospective incorporators, first submit an application to the Director...
707.075 Banking institution name.
(1) The corporate name of a banking institution: (a) Shall not contain any word or phrase that indicates or implies that it is organized for...
707.080 Investigation and ruling on application; conditional approval; appeal.
(1) When an application to organize has been submitted, the Director of the Department of Consumer and Business Services shall determine whether: (a) The purposes...
707.090 Refusal to file articles of incorporation or grant charter after approval of application.
If, after approving the application for authority to organize, it appears to the Director of the Department of Consumer and Business Services that the articles...
707.100 Time for submitting articles of incorporation.
Within 30 days after authority to organize has been finally granted, the prospective incorporators shall submit to the Director of the Department of Consumer and...
707.110 Execution and submission of articles of incorporation; contents.
(1) Any number of persons, not less than five, may associate themselves by articles of incorporation to establish an institution or Oregon stock savings bank....
707.120 Issuance of certificate of incorporation when filings conform to law.
(1) If the Director of the Department of Consumer and Business Services finds that the articles of incorporation conform to law, the director shall within...
707.130 [Amended by 1973 c.797 §60; 1987 c.197 §1b; 1989 c.324 §4; repealed by 1997 c.631 §567]
707.140 Submission of organization information; issuance of charter.
(1) When subscriptions totaling not less than the amount of the initial paid-in capital have been received, the incorporators shall submit for filing with the...
707.145 Grounds for refusing authority to organize.
The Director of the Department of Consumer and Business Services may disapprove an application for a permit to organize or refuse to approve the articles...
707.150 Refusal of authority to organize; appeal.
Notwithstanding the provisions of ORS chapter 183, the Director of the Department of Consumer and Business Services may, without prior hearing or opportunity therefor, refuse...
707.155 Authority to require additional investigatory information; fingerprinting.
(1) In the course of investigating any person named in the application to organize or in other documents submitted for filing, the Director of the...
707.160 Transaction of business prior to organization; failure to complete organization; liability.
(1) A banking institution shall not transact any business, except as is incidental or necessary to its organization, until it has received its charter from...
707.170 Effective date of charter; commencement of business; effect of failure to commence business.
(1) A charter shall specify the date on which it becomes effective, which shall not be more than 90 days after the date of issuance...
707.180 Location of principal place of business; change upon approval.
The initial principal place of business of a banking institution shall be specified in its articles of incorporation. The principal place of business may be...
707.182 Registered agent; registered office.
(1) Each institution and each Oregon stock savings bank shall continuously maintain in this state a registered agent and registered office that may be, but...
707.184 Changes in registered office or agent.
(1) An institution or Oregon stock savings bank may change its registered office or registered agent by delivering to the Director of the Department of...
707.186 Resignation of registered agent; discontinuance of registered office.
(1) A registered agent may resign as agent upon delivering a signed statement to the Director of the Department of Consumer and Business Services and...
707.188 Service of process on institution or Oregon stock savings bank.
(1) The registered agent appointed by an institution or Oregon stock savings bank shall be an agent of the institution or Oregon stock savings bank...
707.190 [Repealed by 1973 c.797 §428]
707.195 Offering documents for sale of stock; approval by director.
At or after the time the articles of incorporation are submitted for filing, the incorporators shall submit the proposed offering documents for the sale of...
707.200 Payments by subscribers of full amount of stock subscriptions; escrow.
The subscribers to the stock of a newly organized institution or Oregon stock savings bank shall pay in, prior to the time a charter is...
707.210 Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate.
(1) An institution or Oregon stock savings bank shall not issue any share of stock until its charter has been issued and ORS 707.200 has...
707.215 [1973 c.797 §68; 1987 c.197 §3; 1989 c.324 §7; repealed by 1997 c.631 §567]
707.220 Stock record; contents; inspection.
(1) An institution or Oregon stock savings bank shall keep a stock ledger or register that shall show the name and mailing address of and...
707.230 Transfer of stock.
The shares of stock of an institution or Oregon stock savings bank shall be transferred on the books of the institution or Oregon stock savings...
707.240 [1969 c.635 §1; 1973 c.797 §71; 1995 c.130 §1; repealed by 1997 c.631 §567]
707.242 Bylaws.
The initial bylaws of an institution shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt...
707.244 Amendment of articles of incorporation; purposes for amendment.
(1) An institution or Oregon stock savings bank may amend its articles of incorporation, from time to time, in any and as many respects as...
707.246 Manner of amending articles of incorporation.
Amendments to the articles of incorporation shall be made in the following manner: (1) If an institution or Oregon stock savings bank has issued shares...
707.248 Shareholders authorized to vote on amendment to articles of incorporation.
(1) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not...
707.250 Execution of amendments to articles of incorporation.
The articles of amendment shall be executed in duplicate by the institution or Oregon stock savings bank by its president or a vice president and...
707.252 Filing of amended articles of incorporation.
Duplicate originals of the articles of amendment shall be delivered to the Director of the Department of Consumer and Business Services. If the director finds...
707.254 Effective date of amended articles of incorporation; effect on existing cause of action.
(1) Upon approval and filing of the amendment by the Director of the Department of Consumer and Business Services, the amendment shall become effective and...
707.256 Restated articles of incorporation.
(1) An institution or Oregon stock savings bank may, by action taken in the same manner as required for amendment of articles of incorporation, adopt...
707.258 Terms of class of shares or series within class determined by board of directors.
(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, within...
707.260 Fractional shares; scrip.
(1) An institution or Oregon stock savings bank may: (a) Issue fractions of a share or pay in money the value of fractions of a...
707.262 Share options; limits on issuance.
(1) Subject to any provisions set forth in its articles of incorporation and subject to preemptive rights, if any, of existing shareholders, an institution or...
707.264 [1989 c.324 §30; repealed by 1997 c.631 §567]
707.266 Expenses of organization or issue of shares.
The reasonable charges and expenses of organization or reorganization of an institution or Oregon stock savings bank, and the reasonable expenses of and compensation for...
707.268 Restrictions on redemption of shares.
No redemption or purchase of shares shall be made by an institution or Oregon stock savings bank when it is insolvent or when such redemption...
707.270 Effect of redemption of shares; statement of cancellation.
(1) When shares of an institution or Oregon stock savings bank are redeemed, the shares shall be restored to the status of authorized but unissued...
707.272 Paid-in capital; use; retained earnings reserve; approval of director for redemption of shares; rules.
(1) The paid-in capital of an institution or Oregon stock savings bank may be increased from time to time by resolution of the board of...
707.310 [Amended by 1973 c.797 §72; 1973 c.823 §140; 1974 c.36 §23; 1987 c.197 §4; 1987 c.916 §1; 1989 c.324 §36; 1989 c.331 §28; 1989 c.701 §64; 1995 c.334 §3; repealed by 1997 c.631 §567]
707.320 [Amended by 1973 c.797 §73; repealed by 1997 c.631 §567]
707.330 [Amended by 1973 c.797 §74; repealed by 1997 c.631 §567]
707.340 [Amended by 1973 c.797 §75; repealed by 1997 c.631 §567]
707.345 [1963 c.500 §2; repealed by 1973 c.797 §428]
707.350 Payment prior to issuance of certificate of stock; consideration; approvals.
(1) An institution or Oregon stock savings bank may not issue any certificate of stock until full payment for the stock has been received. Stock...
707.355 [1977 c.135 §15; repealed by 1997 c.631 §567]
707.360 [Amended by 1969 c.635 §3; repealed by 1973 c.797 §428]
707.370 [Amended by 1973 c.797 §78; repealed by 1997 c.631 §567]
707.380 Limitation on dividends.
The board of directors of an institution or Oregon stock savings bank may, at any regular meeting, declare a dividend, but the amount of the...
707.390 [Repealed by 1973 c.797 §428]
707.400 Suspension of payment of dividends.
The Director of the Department of Consumer and Business Services may require any institution or Oregon stock savings bank to suspend the payment of any...
707.410 Record of dividends declared.
At meetings of the board of directors where dividends are declared, a complete record of the proceedings and business transacted by the board of directors...
707.415 Report of dividends declared.
Within 10 days after the declaration of any dividend, an institution or Oregon stock savings bank shall forward to the Director of the Department of...
707.420 [Amended by 1973 c.797 §82; repealed by 1997 c.631 §567]
707.430 [Amended by 1961 c.57 §1; 1973 c.797 §83; 1975 c.544 §9; 1985 c.627 §1; 1989 c.582 §1; 1989 c.596 §1; 1995 c.373 §1; repealed by 1997 c.631 §567]
707.440 [1989 c.324 §38; repealed by 1997 c.631 §567]
707.450 [1987 c.916 §12; repealed by 1997 c.631 §567]
707.610 Annual and special stockholder meetings; notice of orders.
(1) A stockholders� meeting for the election of a board of directors and transaction of other business shall be held in this state within 120...
707.611 Notice of meeting.
Written or printed notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for...
707.612 Action without meeting.
Any action required by this chapter to be taken at a meeting of the shareholders or directors of an institution or Oregon stock savings bank...
707.613 Shareholder waiver of notice; effect of attendance at meeting.
(1) A shareholder may, at any time, waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in...
707.615 Record date.
(1) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled...
707.617 Shareholders list for meeting.
(1) The officer or agent having charge of the stock transfer books for shares of an institution or Oregon stock savings bank shall make, at...
707.619 Voting entitlement of shares.
(1) Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders,...
707.620 Special stockholder meeting called by director.
If the Director of the Department of Consumer and Business Services considers it expedient the director may call a meeting of the stockholders of any...
707.621 Quorum.
(1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute...
707.623 Modification of quorum or voting requirements.
(1) The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for...
707.625 Exemption from personal liability for good faith acts or omissions in compliance with statute, rule or order.
A person may not be held personally liable for an act done or omitted by the person in good faith and in compliance with a...
707.630 [Repealed by 1973 c.797 §428]
707.640 [Amended by 1973 c.797 §86; 1985 c.786 §28; repealed by 1997 c.631 §567]
707.642 Organizational meeting of directors; notice.
After the issuance of the certificate of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall be held,...
707.644 Committees of board of directors; limitations.
(1) If provided by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of all the directors...
707.646 Staggered terms for directors.
(1) If there are six or more directors, the articles of incorporation or the bylaws may provide for staggering their terms by dividing the total...
707.648 Removal of directors by shareholders.
(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only...
707.650 [Amended by 1973 c.797 §87; 1975 c.544 §9a; 1977 c.135 §17; 1983 c.37 §5; repealed by 1983 c.296 §12]
707.660 General standards for directors.
(1) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other...
707.665 General standards for officers.
(1) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other...
707.670 Regular meetings of directors; quorum; notice; meetings using communications equipment.
(1)(a) The board of directors of a banking institution shall hold regular meetings as provided in this subsection. (b) Unless paragraph (c) of this subsection...
707.675 Report of loans and investments.
The board of directors shall designate an officer of the banking institution to prepare and submit to the board at every meeting or to a...
707.680 Special board meetings called by director; penalty for failure to attend.
(1) The Director of the Department of Consumer and Business Services may call a meeting of the board of directors of any banking institution by...
707.690 Filling director vacancy.
Subject to ORS 707.705, any vacancy in the board of directors may be filled by the board for the unexpired term at a regular meeting...
707.700 Selection and control of officers by directors; effect of removal of officers.
(1) After a charter has been issued to a banking institution, the board of directors shall elect a chief executive officer who shall also be...
707.705 Investigation of new director, president and chief executive officer; fingerprinting; disapproval of election or appointment.
(1) Before a person first takes office as director, president or chief executive officer of a banking institution, the name of the person shall be...
707.710 Removal of officer or director.
(1) For any reason specified in subsection (2) of this section, the Director of the Department of Consumer and Business Services by order may direct...
707.720 Violation of law or omission of duty by officer or director.
An officer or director of a banking institution shall not, as an officer or director, willfully do any act which is expressly forbidden by the...
707.730 Official communications from Department of Consumer and Business Services; submission to directors.
Every official communication directed by the Director of the Department of Consumer and Business Services or any examiner to a banking institution or to any...
707.735 Officers and directors to notify law enforcement officers of certain criminal violations; investigations; costs.
(1) If an officer or director of a banking institution has reason to believe that a person has violated any provision of law that has...
707.740 Examining or audit committee; duties.
The board of directors of a banking institution shall annually appoint an examining or audit committee of not fewer than three directors of the banking...
707.744 Definitions for ORS 707.744 to 707.764.
As used in ORS 707.744 to 707.764: (1) �Director� means an individual who is or was a director of a banking institution or an individual...
707.746 Authority to indemnify directors.
(1) Except as provided in subsection (4) of this section, a banking institution may indemnify an individual made a party to a proceeding because the...
707.748 Mandatory indemnification.
Unless limited by its articles of incorporation, a banking institution shall indemnify a director who was wholly successful, on the merits or otherwise, in the...
707.749 [1985 c.786 §20; 1987 c.216 §4; renumbered 707.849 in 1989]
707.750 [1977 c.135 §20; 1981 c.192 §6; repealed by 1985 c.786 §70]
707.752 Advance for expenses.
(1) A banking institution may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance...
707.754 Court-ordered indemnification.
Unless the banking institution�s articles of incorporation provide otherwise, a director of the banking institution who is a party to a proceeding may apply for...
707.755 [1985 c.786 §21; renumbered 707.855 in 1989]
707.756 Determination and authorization of indemnification.
(1) A banking institution may not indemnify a director under ORS 707.746 unless authorized in the specific case after a determination has been made that...
707.758 Indemnification of officers, employees and agents.
Unless a banking institution�s articles of incorporation provide otherwise: (1) An officer of the banking institution is entitled to mandatory indemnification under ORS 707.748 and...
707.760 [1985 c.786 §22; renumbered 707.860 in 1989]
707.762 Insurance.
A banking institution may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or...
707.764 Application of ORS 707.744 to 707.762.
(1) The indemnification and provisions for advancement of expenses provided by ORS 707.744 to 707.762 shall not be deemed exclusive of any other rights to...
707.849 [Formerly 707.749; repealed by 1995 c.314 §3]
707.855 [Formerly 707.755; repealed by 1997 c.631 §567]
707.860 [Formerly 707.760; 1995 c.314 §1; repealed by 1997 c.631 §567]
707.990 [Repealed by 1973 c.797 §428]

Last modified: August 7, 2008