Oregon Statutes 60.364 – Loans to directors
(1) Except as provided by subsection (3) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:
Terms Used In Oregon Statutes 60.364
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Single voting group: means a voting group, the shares of which are entitled by the articles of incorporation or this chapter to vote generally on a matter. See Oregon Statutes 60.001
- Statute: A law passed by a legislature.
(a) The particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of shares owned by or voted under the control of the benefited director; or
(b) The corporation’s board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees.
(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan.
(3) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations. [1987 c.52 § 87]