2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations
Section 65.364 - Loans to or guarantees for directors and officers.
(1) Public benefit and religious corporations may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation, except as stated in this section. Unless prohibited by its articles or bylaws, a public benefit or religious corporation may make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer as part of a recruitment package, for a total period not to exceed three years, provided that:
(a) Approval of the loan, guarantee or modification is obtained in the manner provided in ORS 65.361 (2) and (5) for approval of issues involving director conflicts of interest;
(b) Notice of the loan, guarantee or modification is given to the members of the corporation in the manner provided in ORS 65.784 for notice of certain acts of indemnification; and
(c) Twenty or more days before the loan, guarantee or modification is to become binding on the corporation, written notice has been given to the Attorney General of the proposed recruitment package for the director or officer, including identification of the amount and character of all items of compensation and a separate statement of the amount and terms of any such loan, guarantee or modification.
(2) A mutual benefit corporation may not lend money to or guarantee the obligation of a director of the corporation unless:
(a) The particular loan or guarantee is approved by a majority of the votes of members entitled to vote, excluding the votes of members under the control of the benefited director; or
(b) The corporation’s board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees.
(3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. [1989 c.1010 §90; 1991 c.231 §6]
