Oregon Statutes 62.468 – Advance for expenses
(1) A cooperative 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 62.468
- 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
- Contract: A legal written agreement that becomes binding when signed.
- Cooperative: means a cooperative corporation that is subject to the provisions of this chapter. See Oregon Statutes 62.015
- 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.
(a) The director furnishes the cooperative a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS § 62.464; and
(b) The director furnishes the cooperative a written undertaking, executed 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 members or board of directors or by contract.
(4)(a) A cooperative 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 cooperative may eliminate or impair a director’s right to payments if at the time the act or omission occurred the cooperative’s articles of incorporation, bylaws or resolution explicitly authorized the cooperative to eliminate or impair the right after an act or omission occurs. [1995 c.195 § 18; 2011 c.227 § 4]
[1981 c.542 § 8; repealed by 1995 c.195 § 46]