Unless a corporation‘s articles of incorporation provide otherwise:

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Terms Used In Oregon Statutes 65.407

  • Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
  • Director: means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation's affairs and who is:

    (a) An appointed director;

    (b) A designated director; or

    (c) A director elected by the incorporators, directors or members. See Oregon Statutes 65.001

  • Employee: means an individual that a corporation employs, including an officer or director whom the corporation employs with compensation for services beyond the services of board membership. See Oregon Statutes 65.001
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC

(1) An officer of the corporation is entitled to mandatory indemnification under ORS § 65.394, and is entitled to apply for court-ordered indemnification under ORS § 65.401 in each case, to the same extent as a director under ORS § 65.394 and 65.401.

(2) The corporation may indemnify and advance expenses under ORS § 65.387 to 65.411 an officer, employee or agent of the corporation who is not a director to the same extent as to a director. [1989 c.1010 § 104]