ORS Chapter 707

Chapter707 — Organization to Conduct Banking Business; Stockholders, Directors andOfficers

2009 EDITION

ORGANIZATIONTO CONDUCT BANKING BUSINESS

FINANCIALINSTITUTIONS

ORGANIZATIONTO CONDUCT BANKING BUSINESS

(Generally)

707.005 Organizationrequired to engage in banking or trust business

707.007 Organizationof Oregon bank as limited liability company

707.010 Certificaterequired to transact banking business

707.020 Violationof ORS 707.005 or 707.010; investigation; injunction

707.025 Organizationof banking institution for purpose of merging with, acquiring assets of orassuming liabilities of financial institution; procedure; conditions

707.035 Conversionof trust company to Oregon bank

707.050 Initialpaid-in capital requirement

707.070 Applicationfor authority to organize banking institution; fee; contents

707.075 Bankinginstitution name

707.080 Investigationand ruling on application; conditional approval; appeal

707.090 Refusalto file articles of incorporation or grant charter after approval ofapplication

707.100 Timefor submitting articles of incorporation

707.110 Executionand submission of articles of incorporation; contents

707.120 Issuanceof certificate of incorporation when filings conform to law

707.140 Submissionof organization information; issuance of charter

707.145 Groundsfor refusing authority to organize

707.150 Refusalof authority to organize; appeal

707.155 Authorityto require additional investigatory information; fingerprinting

707.160 Transactionof business prior to organization; failure to complete organization; liability

707.170 Effectivedate of charter; commencement of business; effect of failure to commencebusiness

707.180 Locationof principal place of business; change upon approval

707.182 Registeredagent; registered office

707.184 Changesin registered office or agent

707.186 Resignationof registered agent; discontinuance of registered office

707.188 Serviceof process on institution or Oregon stock savings bank

707.195 Offeringdocuments for sale of stock; approval by director

707.200 Paymentsby subscribers of full amount of stock subscriptions; escrow

707.210 Stockissuance after obtaining charter; form of stock certificate; issuance of stockwithout certificate

707.220 Stockrecord; contents; inspection

707.230 Transferof stock

707.242 Bylaws

(Amendmentof Articles of Incorporation)

707.244 Amendmentof articles of incorporation; purposes for amendment

707.246 Mannerof amending articles of incorporation

707.248 Shareholdersauthorized to vote on amendment to articles of incorporation

707.250 Executionof amendments to articles of incorporation

707.252 Filingof amended articles of incorporation

707.254 Effectivedate of amended articles of incorporation; effect on existing cause of action

707.256 Restatedarticles of incorporation

(Shares)

707.258 Termsof class of shares or series within class determined by board of directors

707.260 Fractionalshares; scrip

707.262 Shareoptions; limits on issuance

707.266 Expensesof organization or issue of shares

707.268 Restrictionson redemption of shares

707.270 Effectof redemption of shares; statement of cancellation

707.272 Paid-incapital; use; retained earnings reserve; approval of director for redemption ofshares; rules

707.350 Paymentprior to issuance of certificate of stock; consideration; approvals

707.380 Limitationon dividends

707.400 Suspensionof payment of dividends

707.410 Recordof dividends declared

707.415 Reportof dividends declared

STOCKHOLDERS,DIRECTORS AND OFFICERS

(StockholderMeetings)

707.610 Annualand special stockholder meetings; notice of orders

707.611 Noticeof meeting

707.612 Actionwithout meeting

707.613 Shareholderwaiver of notice; effect of attendance at meeting

707.615 Recorddate

707.617 Shareholderslist for meeting

707.619 Votingentitlement of shares

707.620 Specialstockholder meeting called by director

707.621 Quorum

707.623 Modificationof quorum or voting requirements

707.625 Exemptionfrom personal liability for good faith acts or omissions in compliance withstatute, rule or order

(Directorsand Officers)

707.642 Organizationalmeeting of directors; notice

707.644 Committeesof board of directors; limitations

707.646 Staggeredterms for directors

707.648 Removalof directors by shareholders

707.660 Generalstandards for directors

707.665 Generalstandards for officers

707.670 Regularmeetings of directors; quorum; notice; meetings using communications equipment

707.675 Reportof loans and investments

707.680 Specialboard meetings called by director; penalty for failure to attend

707.690 Fillingdirector vacancy

707.700 Selectionand control of officers by directors; effect of removal of officers

707.705 Investigationof new director, president and chief executive officer; fingerprinting;disapproval of election or appointment

707.710 Removalof officer or director

707.720 Violationof law or omission of duty by officer or director

707.730 Officialcommunications from Department of Consumer and Business Services; submission todirectors

707.735 Officersand directors to notify law enforcement officers of certain criminalviolations; investigations; costs

707.740 Examiningor audit committee; duties

(Indemnificationof Directors, Officers, Employees and Agents)

707.744 Definitionsfor ORS 707.744 to 707.764

707.746 Authorityto indemnify directors

707.748 Mandatoryindemnification

707.752 Advancefor expenses

707.754 Court-orderedindemnification

707.756 Determinationand authorization of indemnification

707.758 Indemnificationof officers, employees and agents

707.762 Insurance

707.764 Applicationof ORS 707.744 to 707.762

ORGANIZATIONTO CONDUCT BANKING BUSINESS

(Generally)

707.005Organization required to engage in banking or trust business. It is unlawfulfor any person to engage in or transact a banking or trust business within thisstate except by means of an entity duly organized for the purpose. [1973 c.797 §50;1997 c.631 §29]