ORS 707.670
Regular meetings of directors
- rules
- quorum
- notice
- meetings using communications equipment
(1)
The board of directors of a banking institution shall hold regular meetings. The Director of the Department of Consumer and Business Services may specify by rule, in accordance with ORS 183.315 (Application of provisions of chapter to certain agencies), 183.330 (Description of organization), 183.335 (Notice) and 183.341 (Model rules of procedure) to 183.410 (Agency determination of applicability of rule or statute to petitioner), the minimum frequency with which a board of directors of a banking institution must meet.(2)
A quorum at any meeting of the board of directors consists of:(a)
If the banking institution has a fixed board size, a majority of the members of the whole board.(b)
If the banking institution has a variable-range board size, a majority of the number of directors prescribed or, if no number is prescribed, a majority of the number in office immediately before the meeting begins.(3)
If less than a quorum of directors is present at a meeting, the directors may adjourn until the next meeting.(4)
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.(5)
Meetings of the board of directors, regular or special, may be held either within or outside this state.(6)
Meetings of the board of directors must be held upon such notice as is prescribed in the bylaws. A director’s attendance at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The notice or waiver of notice of a meeting of the board of directors does not need to specify either the business to be transacted at or the purpose of the meeting unless required by the bylaws or by law.(7)
Unless the articles of incorporation or bylaws provide otherwise, members of the board of directors of a banking institution or any committee designated by the board may hold a meeting of the board or committee by means of conference telephone or similar communications equipment that allows all persons participating in the meeting to hear each other. Participation in a meeting under this subsection constitutes presence in person at the meeting. [Amended by 1963 c.166 §1; 1973 c.797 §89; 1983 c.296 §4; 1989 c.324 §40; 1993 c.255 §1; 1997 c.631 §95; 2013 c.104 §1]
Source:
Section 707.670 — Regular meetings of directors; rules; quorum; notice; meetings using communications equipment, https://www.oregonlegislature.gov/bills_laws/ors/ors707.html.
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