(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 of final disposition of the proceeding if:
(a) The director furnishes the banking institution a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 707.746; and
(b) The director furnishes the banking institution a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.
(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) Any authorization of payments under this section may be made by provision in the articles of incorporation, or bylaws, by a resolution of the shareholders or board of directors or by contract. [1989 c.324 §20; 1997 c.631 §109]Section: Previous 707.735 707.740 707.744 707.746 707.748 707.749 707.750 707.752 707.754 707.755 707.756 707.758 707.760 707.762 707.764 Next
Last modified: August 7, 2008