ORS 707.660
General standards for directors
(1)
A director shall discharge the duties of a director, including the duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes is in the best interests of the institution or Oregon stock savings bank.(2)
In discharging the duties of a director, a director may rely on information, opinions, reports or statements, including financial statements and other financial data, that are prepared or presented by:(a)
One or more officers or employees of the institution or Oregon stock savings bank whom the director reasonably believes are reliable and competent in the matters presented;(b)
Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or(c)
A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.(3)
A director is not acting in good faith if the director has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.(4)
When evaluating any offer of another party to make a tender or exchange offer for any equity security of the institution or Oregon stock savings bank, or any proposal to merge the institution or Oregon stock savings bank with another institution or Oregon stock savings bank or to purchase or otherwise acquire all or substantially all the properties and assets of the institution or Oregon stock savings bank, the directors of an institution or Oregon stock savings bank may, in determining what the directors believe is in the best interests of the institution or Oregon stock savings bank, give due consideration to the social, legal and economic effects on employees, customers and suppliers of the institution or Oregon stock savings bank and on the communities and geographical areas in which the institution or Oregon stock savings bank and the subsidiaries of the institution or Oregon stock savings bank operate, the economy of the state and nation, the long term as well as short term interests of the institution or Oregon stock savings bank and the stockholders of the institution or Oregon stock savings bank, including the possibility that these interests may be best served by the continued independence of the institution or Oregon stock savings bank, and other relevant factors. [Amended by 1973 c.797 §88; 1975 c.725 §7; 1997 c.631 §92; 2015 c.244 §30]
Source:
Section 707.660 — General standards for directors, https://www.oregonlegislature.gov/bills_laws/ors/ors707.html.
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