Oregon Statutes 60.397 – Payment of directors expenses in connection with proceeding
(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
Terms Used In Oregon Statutes 60.397
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 60.001
- Written: means embodied as a document. See Oregon Statutes 60.001
(a) The director furnishes the corporation with a signed written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS § 60.391; and
(b) The director furnishes the corporation with a written undertaking, signed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct.
(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the shareholders or board of directors or by contract.
(4)(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.
(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 § 97; 2011 c.227 § 2; 2017 c.55 § 14]