Oregon Revised Statutes Chapter 707 § 707.644 — Committees of board of directors; limitations

Committees of board of directors; limitations. (1) If provided by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of all the directors in office when the action is taken, may designate from among its members one or more committees. To the extent provided in the resolution or in the articles of incorporation or the bylaws of the banking institution, the committees shall have and may exercise all the authority of the board of directors in the management of the banking institution. (2) No committee shall have the authority of the board of directors in reference to: (a) Amending the articles of incorporation; (b) Approving dividends or other distributions to shareholders of an institution or Oregon stock savings bank; (c) Filling vacancies on the board of directors or on any of its committees; (d) Approving the reacquisition of shares of the institution or Oregon stock savings bank; (e) Adopting a plan of merger or consolidation; (f) Recommending to the shareholders the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of the institution or Oregon stock savings bank other than in the usual and regular course of its business; (g) Recommending to the shareholders a voluntary dissolution of the institution or Oregon stock savings bank or a revocation thereof; (h) Amending the bylaws of the banking institution; or (i) Approving the issuance or sale or contract for sale of shares or determining the designation and relative rights, preferences and limitations of a class or series of shares of the institution or Oregon stock savings bank. (3) Notwithstanding subsection (2) of this section, the board of directors may authorize a committee to take action described in subsection (2)(i) of this section pursuant to a stock option or other stock compensation plan, or by approving the maximum number of shares to be issued and delegating to the committee the authority to determine all or any part of the terms of the issuance or sale or contract of sale and the determination of the designation and relative rights, preferences and limitations of the class or series of shares. (4) The designation of committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon the board of directors or such member by law. [1989 c.324 §50; 1997 c.631 §90]