ORS 748.136
Officers, governors, directors

  • exemption from liability
  • indemnification
  • insurance

(1)

The officers and members of the supreme governing body or any subordinate body of a society shall not be personally liable for any benefits provided by a society.

(2)

Any person may be indemnified and reimbursed by any society for expenses reasonably incurred by, and liabilities imposed upon, the person in connection with or arising out of any action, suit or proceeding, whether civil, criminal, administrative or investigative, or threat of any action, suit or proceeding, in which the person may be involved by reason of the fact that the person is or was a director, officer, employee or agent of the society or of any firm, corporation or organization which the person served in any capacity at the request of the society. Except as provided in subsection (3) of this section, a person shall not be indemnified or reimbursed:

(a)

In relation to any matter in such action, suit or proceeding as to which the person shall finally be adjudged guilty of breach of a duty as a director, officer, employee or agent of the society; or

(b)

In relation to any matter in such action, suit or proceeding, or threat of such action, suit or proceeding, which has been made the subject of a compromise settlement.

(3)

A person described in subsection (2) of this section may be indemnified if:

(a)

The person acted in good faith for a purpose the person reasonably believed to be in or not opposed to the best interests of the society; and

(b)

In a criminal action or proceeding, the person had no reasonable cause to believe that the conduct of the person was unlawful.

(4)

The determination whether the conduct of the person met the standard required in order to justify indemnification and reimbursement in relation to any matter described in subsection (2) of this section may be made only by the supreme governing body or board of directors by a majority vote of a quorum consisting of persons who were not parties to the action, suit or proceeding, or by a court of competent jurisdiction. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest, as to the person shall not in itself create a conclusive presumption that the person did not meet the standard of conduct required in order to justify indemnification and reimbursement. The right of indemnification and reimbursement described in this section shall not be exclusive of other rights to which the person may be entitled as a matter of law and shall inure to the benefit of the person’s heirs, executors and administrators.

(5)

A society shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the society, or who is or was serving at the request of the society as a director, officer, employee or agent of any other firm, corporation or organization against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the society would have the power to indemnify the person against liability under this section. [1987 c.490 §10]

Source: Section 748.136 — Officers, governors, directors; exemption from liability; indemnification; insurance, https://www.­oregonlegislature.­gov/bills_laws/ors/ors748.­html.

748.103
Definitions
748.106
Description of fraternal benefit society
748.109
Conditions constituting “operating on a lodge system.”
748.112
Conditions constituting “representative form of government.”
748.121
Purposes, operation and powers
748.123
Membership
748.130
Principal office
748.133
Formation
748.136
Officers, governors, directors
748.139
Waiver of provisions by subordinate body
748.142
Amendment of society laws
748.144
Creation and operation of other organizations and entities
748.148
Consolidation and merger
748.171
Certificate of authority
748.174
Certificate of authority for foreign or alien society
748.177
Authorization as mutual life insurance company
748.181
Insurance producers
748.184
Reinsurance
748.201
Benefits
748.204
Beneficiaries
748.207
Benefits exempt from execution
748.211
Benefit contract
748.306
Authority for group benefit certificates
748.309
Group membership
748.312
Membership in lodges organized under ORS 748.309
748.316
Payments for group benefits
748.319
Group certificates issued by foreign or alien society or by domestic society in foreign or alien jurisdiction
748.322
Continuation of membership in society after cancellation, discontinuance or nonrenewal of group certificate
748.401
Value of benefit and amount of options
748.403
Standards of valuation for certificates
748.406
Financial statement
748.409
Assets of society
748.412
Investment of funds
748.414
Funds exempt from certain taxes
748.501
Examination
748.503
Investigation of society
748.506
Investigation of foreign or alien society
748.509
Validity of petition for injunction
748.601
Exemptions from chapter
748.603
Relationship to other insurance laws
748.605
Insurance against risk of loss under less than fully insured employee health benefit plan
748.990
Penalties
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