Oregon Revised Statutes Chapter 732 § 732.325 — Certain transactions and compensation between insurers and directors, trustees,

Certain transactions and compensation between insurers and directors, trustees, officers, agents or employees prohibited; other prohibited conduct. (1) Except as set forth in a statement of acquisition described in ORS 732.523 and, in the case of the issuance or sale of the insurer’s securities, as approved by a majority of the board of directors having no interest therein except as shareholders or directors or failing such majority by the shareholders, a director, trustee, officer, agent or employee, or spouse or relative thereof, shall not receive any fee, commission, compensation or other valuable consideration whatsoever, directly or indirectly, for aiding, promoting or assisting: (a) The planning, preparing or executing of an activity described in ORS 732.521 (1); or (b) The planning, preparing or executing of any plan for the issuance, sale or acquisition of shares or other securities of the insurer for any purpose. (2) Except as provided in subsections (4) and (5) of this section, a director, trustee or officer of an insurer shall not: (a) Accept any money or thing of value for negotiating, procuring, recommending or aiding in: (A) The purchase or sale of property by the insurer; or (B) The making of a loan to or from the insurer. (b) Have a pecuniary interest, whether as principal, agent or beneficiary, in a purchase, sale or loan under paragraph (a) of this subsection. (3) Except as provided in subsections (4) and (5) of this section, an insurer shall not do any of the following: (a) Pay any money or thing of value to a director, trustee or officer of the insurer for negotiating, procuring, recommending or aiding in: (A) The purchase or sale of property by the insurer; or (B) The making of a loan to or from the insurer. (b) Make a loan to a director, trustee or officer of the insurer. (c) Make any advances to a director, trustee or officer of the insurer for future services to be performed. (d) Guarantee any financial obligations of a director, trustee or officer of the insurer. The prohibition under this paragraph does not apply to any guarantee of payments to be made upon death of a person insured under a credit life insurance policy. (4) An insurer may contract, or otherwise enter into a transaction, for the provision of goods or services to the insurer in the normal course of business with a director, trustee or officer, or a partnership or corporation in which a director, trustee or officer has, directly or indirectly, a proprietary interest in excess of five percent, if the interest of the director, trustee or officer is fully disclosed to the board of directors of the insurer and the board thereafter approves and authorizes the contract or transaction by a vote sufficient for the purpose without counting the vote of the interested person. (5) The prohibitions set forth in this section shall not apply to or affect: (a) The payment to any director, officer or trustee of reasonable compensation, whether based in whole or in part upon commission or otherwise; (b) The payment of a fee to any approved person for legal or other specialized or professional services rendered to the insurer and approved by the board of directors; (c) The making of loans or advances to agents or other employees of an insurer as required or as is expedient in the conduct of its business; (d) The exercising of any rights under any policy of insurance; (e) The issuance of a debt obligation by an insurer to a director, officer or trustee of the insurer; and (f) The advance of expenses to a director, officer or trustee for travel or other related business activities of the insurer. [1967 c.359 §178; 1971 c.231 §17; 1983 c.498 §20; 1989 c.425 §1; 1993 c.447 §109] SHARES, SHAREHOLDERS AND MEMBERS (General Provisions)