ORS 707.350
Payment prior to issuance of certificate of stock

  • consideration
  • approvals

(1)

An institution or Oregon stock savings bank may not issue any certificate of stock until the institution or Oregon stock savings bank receives full payment for the stock. A person other than a director, officer or employee of the institution or Oregon stock savings bank that purchases stock after the initial organization of the institution or Oregon stock savings bank must pay for the purchase in cash or by exchanging real property or improvements on real property. The Director of the Department of Consumer and Business Services must approve the real property and improvements the person uses for payment as meeting all applicable requirements of law and all other conditions and standards that the director adopts by rule, including but not limited to a proper appraisal by a qualified appraiser. Stock that the institution or Oregon stock savings bank issues after initial organization to a director, officer or employee of the institution or Oregon stock savings bank may be issued for consideration that consists of cash, real property and improvements to real property, tangible personal property, other securities of the institution or Oregon stock savings bank or, subject to subsection (2) of this section, services the director, officer or employee performed or will perform under contract. In the absence of fraud, the judgment of the board of directors of the institution or Oregon stock savings bank as to the adequacy of the consideration received for the stock issued under this section is conclusive and upon issuance in payment of such consideration shall be fully paid.

(2)

An institution or Oregon stock savings bank may not issue stock to a director, officer or employee of the institution or Oregon stock savings bank in consideration of services the director, officer or employee performed or will perform under contract unless the plan to issue the stock is approved as follows:

(a)

The institution or Oregon stock savings bank shall submit the plan to the Director of the Department of Consumer and Business Services for approval. For purposes of this subsection, the director approves the plan if the director either approves the plan in writing or does not disapprove the plan in a writing the director delivers to the institution or Oregon stock savings bank within 30 days after the director receives a copy of the plan.

(b)

The holders of at least two-thirds of the outstanding shares of the institution or Oregon stock savings bank entitled to vote on the plan approve the plan in a vote at the annual shareholders’ meeting or a special shareholders’ meeting. Written or printed notice of the plan must be delivered personally or by mail to each shareholder entitled to vote at the meeting. The notice must be delivered or mailed not less than 10 days and not more than 60 days before the date of the meeting during which the vote will be taken. The notice must describe the plan in reasonable detail, state that the Director of the Department of Consumer and Business Services must approve or not disapprove the plan, that the holders of at least two-thirds of the outstanding shares of the institution or Oregon stock savings bank that are entitled to vote on the plan must approve the plan in accordance with this paragraph and that issuing shares under the plan will dilute the interests of existing shareholders in the institution or the Oregon stock savings bank.

(3)

Notwithstanding subsections (1) and (2) of this section, an institution or Oregon stock savings bank may create and issue the number of shares of stock stated in the articles of incorporation or amendments to the articles of incorporation. [Amended by 1969 c.635 §2; 1973 c.797 §76; 1977 c.135 §16; 1983 c.37 §4; 1997 c.631 §73; 2007 c.348 §1; 2015 c.244 §25]

Source: Section 707.350 — Payment prior to issuance of certificate of stock; consideration; approvals, https://www.­oregonlegislature.­gov/bills_laws/ors/ors707.­html.

707.005
Organization required to engage in banking or trust business
707.007
Organization of Oregon bank as limited liability company
707.010
Certificate required to transact banking business
707.020
Violation of ORS 707.005 or 707.010
707.025
Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution
707.035
Conversion of trust company to Oregon bank
707.050
Initial paid-in capital requirement
707.070
Application for authority to organize banking institution
707.075
Banking institution name
707.080
Investigation and ruling on application
707.090
Refusal to file articles of incorporation or grant charter after approval of application
707.100
Time for submitting articles of incorporation
707.110
Execution and submission of articles of incorporation
707.120
Issuance of certificate of incorporation when filings conform to law
707.140
Submission of organization information
707.145
Grounds for refusing authority to organize
707.150
Refusal of authority to organize
707.155
Authority to require additional investigatory information
707.160
Transaction of business prior to organization
707.170
Effective date of charter
707.180
Location of principal place of business
707.182
Registered agent
707.184
Changes in registered office or agent
707.186
Resignation of registered agent
707.188
Service of process on institution or Oregon stock savings bank
707.195
Offering documents for sale of stock
707.200
Payments by subscribers of full amount of stock subscriptions
707.210
Stock issuance after obtaining charter
707.220
Stock record
707.230
Transfer of stock
707.242
Bylaws
707.244
Amendment of articles of incorporation
707.246
Manner of amending articles of incorporation
707.248
Shareholders authorized to vote on amendment to articles of incorporation
707.250
Execution of amendments to articles of incorporation
707.252
Filing of amended articles of incorporation
707.254
Effective date of amended articles of incorporation
707.256
Restated articles of incorporation
707.258
Terms of class of shares or series within class determined by board of directors
707.260
Fractional shares
707.262
Share options
707.266
Expenses of organization or issue of shares
707.268
Restrictions on redemption of shares
707.270
Effect of redemption of shares
707.272
Paid-in capital
707.350
Payment prior to issuance of certificate of stock
707.380
Limitation on dividends
707.400
Suspension of payment of dividends
707.410
Record of dividends declared
707.415
Report of dividends declared
707.610
Annual and special stockholder meetings
707.611
Notice of meeting
707.612
Action without meeting
707.613
Shareholder waiver of notice
707.615
Record date
707.617
Shareholders list for meeting
707.619
Voting entitlement of shares
707.620
Special stockholder meeting called by director
707.621
Quorum
707.623
Modification of quorum or voting requirements
707.625
Exemption from personal liability for good faith acts or omissions in compliance with statute, rule or order
707.642
Organizational meeting of directors
707.644
Committees of board of directors
707.646
Staggered terms for directors
707.648
Removal of directors by shareholders
707.660
General standards for directors
707.665
General standards for officers
707.670
Regular meetings of directors
707.675
Report of loans and investments
707.680
Special board meetings called by director
707.690
Filling director vacancy
707.700
Selection and control of officers by directors
707.705
Investigation of new director, president and chief executive officer
707.710
Removal of officer or director
707.720
Violation of law or omission of duty by officer or director
707.730
Official communications from Department of Consumer and Business Services
707.735
Officers and directors to notify law enforcement officers of certain criminal violations
707.740
Examining or audit committee
707.744
Definitions for ORS 707.744 to 707.764
707.746
Authority to indemnify directors
707.748
Mandatory indemnification
707.752
Advance for expenses
707.754
Court-ordered indemnification
707.756
Determination and authorization of indemnification
707.758
Indemnification of officers, employees and agents
707.762
Insurance
707.764
Application of ORS 707.744 to 707.762
Green check means up to date. Up to date