Oregon § 60.377 Standard of conduct for officers

Oregon Statutes

§ 60.377 — Standard of conduct for officers

Oregon § 60.377

Vol.2

Title 7Corporations and Partnerships

Ch. 60Private Corporations

This text of Oregon § 60.377 (Standard of conduct for officers) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Or. Rev. Stat. § 60.377 (2026).

Text

(1)An officer with discretionary authority shall discharge the duties of an officer under that authority:

(a)In good faith;

(b)With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c)In a manner the officer reasonably believes to be in the best interests of the corporation.

(2)In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a)One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

(b)Legal counsel, public accountants or other persons as to matters the officer reasonably believes

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(1) An officer with discretionary authority shall discharge the duties of an officer under that authority:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the office in compliance with this section.