Oregon Statutes 62.482 – Application of ORS 62.462 to 62.482
(1) The indemnification and provisions for advancement of expenses provided by ORS § 62.462 to 62.482 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the cooperative‘s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of members or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a cooperative shall have the power to make or agree to make any further indemnification, including advancement of expenses, of:
Terms Used In Oregon Statutes 62.482
- Articles: means articles of incorporation, articles of conversion or articles of merger. See Oregon Statutes 62.015
- Board: means board of directors. See Oregon Statutes 62.015
- Cooperative: means a cooperative corporation that is subject to the provisions of this chapter. See Oregon Statutes 62.015
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Person: means an individual, corporation, association, firm, partnership, joint stock company, cooperative or foreign cooperative. See Oregon Statutes 62.015
(a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the members or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the members, provided that no such indemnification shall indemnify any director from or on account of acts or omissions for which liability could not be eliminated under ORS § 62.513 (4)(e); and
(b) Any officer, employee or agent who is not a director as authorized by its articles of incorporation or bylaws, general or specific action of its board of directors or agreement. Unless the articles of incorporation, or any such bylaws, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with ORS § 62.474.
(2) If articles of incorporation limit indemnification or advance of expenses, any indemnification or advance of expenses is valid only to the extent consistent with the articles of incorporation.
(3) ORS § 62.462 to 62.482 do not limit a cooperative’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding. [1995 c.195 § 23; 2007 c.186 § 5]
[1957 c.716 § 5; 1963 c.492 § 44; 1975 c.161 § 2; 1981 c.633 § 62; 1985 c.728 § 67; repealed by 1987 c.94 § 174]
[1957 c.716 § 6; 1963 c.492 § 45; 1983 c.717 § 26; 1985 c.728 § 68; 1987 c.94 § 83; repealed by 1995 c.195 § 46]
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