Oregon § 707.746 Authority to indemnify directors

Oregon Statutes

§ 707.746 — Authority to indemnify directors

Oregon § 707.746

Vol.18

Title 53Financial Institutions

Ch. 707Organization to Conduct Banking Business; Stockholders, Directors and

This text of Oregon § 707.746 (Authority to indemnify directors) 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. § 707.746 (2026).

Text

(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 individual is or was a director against liability incurred in the proceeding if:

(a)The conduct of the individual was in good faith;

(b)The individual reasonably believed that the individual’s conduct was in the best interests of the banking institution, or at least not opposed to its best interests; and

(c)In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.

(2)A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the best interests of the participants in and beneficiaries of the plan is conduct that

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(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 individual is or was a director against liability incurred in the proceeding if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individual’s conduct was in the best interests of the banking institution, or at least not opposed to its best interests; and
(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.
(2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the best interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b) of this section.
(3) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(4) A banking institution may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the banking institution in which the director was adjudged liable to the banking institution; or
(b) In connection with any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the banking institution is limited to reasonable expenses incurred in connection with the proceeding.