(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. The articles of incorporation shall be executed in duplicate, signed by the prospective incorporators and submitted to the Director of the Department of Consumer and Business Services.
(2) The articles of incorporation shall specify:
(a) The name of the institution or Oregon stock savings bank.
(b) The initial principal place where its business is to be transacted, designated by legal description or street and number in the city or town.
(c) The address, including street and number, and mailing address, if different, of its initial registered office and the name of its initial registered agent at that office.
(d) The names of the prospective incorporators.
(e) The term of its existence, which may be perpetual.
(f) The purpose for which the institution or Oregon stock savings bank is formed.
(g) The initial board of directors of the institution or Oregon stock savings bank, composed of not fewer than five persons, at least three of whom shall be prospective incorporators.
(h) If the stockholders will have preemptive rights, a statement of such rights.
(3) In addition, the articles of incorporation:
(a) Must prescribe the classes of shares and the number of shares of each class that the institution or Oregon stock savings bank is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical to those of other shares of the same class except to the extent otherwise permitted by ORS 707.262.
(b) Must authorize one or more classes of shares that together have unlimited voting rights, and one or more classes of shares which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the institution or Oregon stock savings bank upon dissolution.
(c) May authorize one or more classes of shares that:
(A) Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter;
(B) Are redeemable or convertible as specified in the articles of incorporation:
(i) At the option of the institution or Oregon stock savings bank, the shareholder or another person or upon the occurrence of a designated event;
(ii) For cash, indebtedness, securities or other property; or
(iii) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(C) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or
(D) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the institution or Oregon stock savings bank.
(4) The description of the designations, preferences, limitations and relative rights of share classes in subsection (3)(c) of this section is not exhaustive.
(5) The articles of incorporation also may contain any lawful provisions:
(a) Regulating the business or conduct of affairs of the institution or Oregon stock savings bank;
(b) Defining, limiting and regulating the powers of the directors; or
(c) Eliminating or limiting the personal liability of a director to the institution or Oregon stock savings bank or its shareholders for monetary damages for conduct as a director, provided that no such provisions shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective, and such provision shall not eliminate or limit the liability of a director for:
(A) Any breach of the director’s duty of loyalty to the institution or Oregon stock savings bank or its shareholders;
(B) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(C) Any unlawful distribution under the Bank Act; or
(D) Any transaction from which the director derived an improper personal benefit. [Amended by 1973 c.797 §58; 1987 c.197 §1a; 1989 c.324 §3; 1997 c.631 §43; 2005 c.192 §6]Section: Previous 707.050 707.060 707.070 707.075 707.080 707.090 707.100 707.110 707.120 707.130 707.140 707.145 707.150 707.155 707.160 Next
Last modified: August 7, 2008