2011 ORS § 65.391¹
Authority to indemnify
(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individuals conduct was in the best interests of the corporation, or at least was not opposed to the corporations best interests; and
(c) In the case of a criminal proceeding, the individual did not have reasonable cause to believe the conduct of the individual was unlawful.
(2) A directors conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (1)(b) of this section.
(3) Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section in connection with:
(a) A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(b) A proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
(6)(a) A corporation that provides indemnification to a director in accordance with the corporations articles of incorporation or bylaws may not amend the articles of incorporation or bylaws so as to eliminate or impair the directors right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the articles of incorporation or bylaws.
(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a directors right to indemnification if at the time the act or omission occurred the corporations articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1989 c.1010 §99; 2011 c.227 §5]