(2) The articles of incorporation must:

(a) Specify the name of the institution or Oregon stock savings bank.

(b) Specify the initial principal place where the institution or Oregon stock savings bank will transact business, designated by legal description or street and number in the city or town.

(c) Specify the address, including street and number, and mailing address, if different, of the institution’s or Oregon stock savings bank’s initial registered office and the name of the initial registered agent at the registered office.

(d) List the names of the prospective incorporators.

(e) Specify the term of the institution’s or Oregon stock savings bank’s existence, which may be perpetual.

(f) Specify the purpose for which the institution or Oregon stock savings bank is formed.

(g) State that a board of directors of not less than five individuals will govern the business of the institution or Oregon stock savings bank.

(h) State the preemptive rights that stockholders will have, if the stockholders will have preemptive rights.

(3) In addition to the requirements set forth in subsection (2) of this section, the articles of incorporation:

(a) Must prescribe the classes of shares and the number of shares of each class that the institution or Oregon stock savings bank may issue. If the institution or Oregon stock savings bank may issue more than one class of shares, the articles of incorporation must prescribe a distinguishing designation for each class, and before the institution or Oregon stock savings bank issues shares of a class, the articles of incorporation must describe the preferences, limitations and relative rights of the class. All shares of a class must have preferences, limitations and relative rights identical to those of other shares of the same class except to the extent otherwise permitted by ORS 707.262.

(b) Must authorize one or more classes of shares that together have unlimited voting rights, and one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the institution or Oregon stock savings bank upon dissolution.

(c) May authorize one or more classes of shares that:

(A) Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter;

(B) Are redeemable or convertible as specified in the articles of incorporation:

(i) At the option of the institution or Oregon stock savings bank, the shareholder or another person or upon the occurrence of a designated event;

(ii) For cash, indebtedness, securities or other property; or

(iii) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(C) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or

(D) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the institution or Oregon stock savings bank.

(4) The description of the designations, preferences, limitations and relative rights of share classes in subsection (3)(c) of this section is not exhaustive.

(5) The articles of incorporation also may contain any lawful provisions that:

(a) Regulate the business or conduct of affairs of the institution or Oregon stock savings bank;

(b) Define, limit and regulate the powers of the directors; or

(c) Eliminate or limit the personal liability of a director to the institution or Oregon stock savings bank or the shareholders of the institution or Oregon stock savings bank for monetary damages for conduct as a director, except that the provisions may not eliminate or limit the liability of a director for any act or omission that occurs before the date on which the provision becomes effective, and except that the provision may not eliminate or limit the liability of a director for:

(A) Any breach of the director’s duty of loyalty to the institution or Oregon stock savings bank or the shareholders of the institution or Oregon stock savings bank;

(B) Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law;

(C) Any unlawful distribution under the Bank Act; or

(D) Any transaction from which the director derived an improper personal benefit. [Amended by 1973 c.797 §58; 1987 c.197 §1a; 1989 c.324 §3; 1997 c.631 §43; 2005 c.192 §6; 2015 c.244 §18]