OREGON LAWS 2015 Chap. 244 the administrative divisions

OREGON LAWS 2015 Chap. 244

CHAPTER 244

AN ACT HB 2350

Relating to banking; creating new provisions;amending ORS 205.460, 705.137, 705.139, 706.005,706.008, 706.015, 706.500, 706.570, 706.630, 706.650,706.720, 706.723, 706.795, 707.010, 707.025, 707.075,707.110, 707.184, 707.195, 707.200, 707.210, 707.254,707.256, 707.350, 707.415, 707.610, 707.612, 707.620,707.660, 707.665, 707.690, 707.740, 708A.010,708A.125, 708A.145, 708A.155, 708A.160, 708A.165,708A.180, 708A.195, 708A.250, 708A.255, 708A.260,708A.265, 708A.275, 708A.410, 708A.420, 708A.425,708A.430, 708A.435, 708A.440, 708A.445, 708A.455,708A.460, 708A.470, 708A.475, 708A.485, 708A.490,708A.495, 708A.500, 708A.505, 708A.510, 708A.515,708A.555, 708A.565, 708A.575, 708A.580, 708A.585,708A.595, 708A.600, 708A.650, 708A.990, 709.130,709.150, 709.175, 709.330, 709.535, 711.085, 711.135,711.405, 711.520, 713.010, 713.130, 713.300, 713.990,714.025, 714.035, 714.049, 714.054, 714.059, 714.064,714.095 and 714.995; repealing ORS 706.660 and706.680; and declaring an emergency.

Be It Enacted by the People of the State of Or-egon:

SECTION 1. ORS 705.137 is amended to read:705.137. (1) Except as provided in subsection (3)

of this section, a document, material or other infor-mation that [is in the possession or control of] theDepartment of Consumer and Business Servicespossesses or controls for the purpose of adminis-tering ORS 86A.095 to 86A.198, 86A.990, 86A.992,697.005 to 697.095, 697.602 to 697.842, 717.200 to717.320, 717.900 and 717.905 and ORS chapters 59,723, 725 and 726, the Bank Act and the InsuranceCode and that is described in statute as confidentialor as not subject to disclosure is not subject to dis-closure under ORS 192.410 to 192.505, is not subjectto subpoena and is not subject to discovery or ad-missible in evidence in a private civil action. TheDirector of the Department of Consumer and Busi-ness Services may use a confidential document, ma-terial or other information in administering ORS86A.095 to 86A.198, 86A.990, 86A.992, 697.005 to697.095, 697.602 to 697.842, 717.200 to 717.320, 717.900and 717.905 and ORS chapters 59, 723, 725 and 726,the Bank Act and the Insurance Code and in fur-thering a regulatory or legal action [brought] thedirector brings as a part of the director’s duties.

(2) A document, material or other information towhich subsection (1) of this section applies is subjectto the public officer privilege described in ORS40.270.

(3) In order to assist in the performance of thedirector’s duties, the director may:

(a) Authorize sharing a confidential document,material or other information that is subject to sub-section (1) of this section as appropriate among theadministrative divisions and staff offices of the de-partment created under ORS 705.115 for the purposeof administering and enforcing the statutes identified

in subsection (1) of this section, in order to enablethe administrative divisions and staff offices to carryout the functions and responsibilities of the admin-istrative divisions and staff offices.

(b) Share a document, material or other infor-mation, including a confidential document, materialor other information that is subject to subsection (1)of this section or that is otherwise confidential un-der ORS 192.501 or 192.502, with other state, federal,foreign and international regulatory and law en-forcement agencies, with the Federal ReserveBoard and with the National Association of Insur-ance Commissioners and affiliates or subsidiaries ofthe National Association of Insurance Commission-ers, if the recipient agrees to maintain the confiden-tiality of the document, material or otherinformation.

(c) Receive a document, material or other infor-mation, including an otherwise confidential docu-ment, material or other information, from state,federal, foreign and international regulatory and lawenforcement agencies, from the Federal ReserveBoard and from the National Association of Insur-ance Commissioners and affiliates or subsidiaries ofthe National Association of Insurance Commission-ers. As provided in this section, the director shallmaintain the confidentiality of documents, materialsor other information [received upon] the directorreceives if the director receives notice or [with]has an understanding that the document, materialor other information is confidential or privilegedunder the laws of the jurisdiction that is the sourceof the document, material or other information.

(4) Disclosing a document, material or other in-formation to the director under this section or shar-ing a document, material or other information asauthorized in subsection (3) of this section does notwaive an applicable privilege or claim of confiden-tiality in the document, material or other informa-tion.

(5) This section does not prohibit the directorfrom [releasing a final, adjudicated action, includinga suspension or revocation of a certificate of authorityor a license if the action is otherwise open to publicinspection,] disclosing to a database or other clear-inghouse service maintained by the National Asso-ciation of Insurance Commissioners or affiliates orsubsidiaries of the National Association of InsuranceCommissioners information about a final, adjudi-cated action, including a suspension or revoca-tion of a certificate of authority or a license, ifthe information is otherwise open to public in-spection.

SECTION 2. ORS 705.139 is amended to read:705.139. (1) The Director of the Department of

Consumer and Business Services, consistent withORS 705.137, may enter into agreements with otherstate, federal, foreign and international regulatoryand law enforcement agencies, with the FederalReserve Board and with the National Associationof Insurance Commissioners and [its] affiliates orsubsidiaries[, governing] of the National Associ-

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Chap. 244 OREGON LAWS 2015

ation of Insurance Commissioners to govern thesharing and use of information [consistent with ORS705.137].

(2) An agreement under this section must specifythe duration of the agreement, the purpose of theagreement, the methods [that may be employed] forterminating the agreement and any other necessaryand proper matters.

(3) An agreement under this section does not re-lieve the director of any obligation or responsibilityimposed by law.

(4) The director may expend funds of the De-partment of Consumer and Business Services andmay supply services for [the purpose of] carrying outan agreement under this section.

(5) Agreements under this section are exemptfrom ORS 190.410 to 190.440 and 190.480 to 190.490.

SECTION 3. Section 4 of this 2015 Act isadded to and made a part of ORS chapter 706.

SECTION 4. (1) An insured institution orextranational institution shall file a notice withthe Director of the Department of Consumerand Business Services and pay a nonrefundablefee of $100 within 30 days after establishing aloan production office in this state. The noticemust include:

(a) The name of the insured institution orextranational institution and the address of themain office;

(b) The name and address of the loan pro-duction office; and

(c) The name and address of the officer ofthe insured institution or extranational institu-tion who is responsible for loan production of-fice activities.

(2) An insured institution or extranationalinstitution shall file a notice under subsection(1) of this section for each loan production officethe insured institution or extranational institu-tion establishes in this state.

(3) An insured institution or extranationalinstitution shall amend a notice the insured in-stitution or extranational institution filed undersubsection (1) of this section if a materialchange occurs in the information in the originalnotice. An amendment to a notice is not subjectto a fee.

(4) An insured institution or extranationalinstitution shall notify the director if the in-sured institution or extranational institutioncloses a loan production office in this state,specifying the date of closure and describinghow the insured institution or extranational in-stitution will dispose of any records the insuredinstitution or extranational institution main-tained at the loan production office. A noticeunder this subsection is not subject to a fee.

SECTION 5. ORS 706.005 is amended to read:706.005. As used in the Bank Act[, unless the

context requires otherwise]:

(1)(a) “Access area” means any paved walkwayor sidewalk within 50 feet of an automated tellermachine or night deposit facility.

(b) “Access area” does not include publiclymaintained sidewalks or roads.

(2) “Access device” means:(a) An [“access device”] access device as defined

in Federal Reserve Board Regulation E (12 C.F.R.Part 205) adopted under the Electronic Fund Trans-fer Act (15 U.S.C. 1601, et seq.); or

(b) A key or other mechanism [issued by] that afinancial institution issues to a customer to give thecustomer access to the financial institution’s orbank’s night deposit facility.

(3) “Acquisition transaction” means:(a) [The] A sale and purchase of all or substan-

tially all of [the assets of a bank that is] a bank’sassets that does not occur in the bank’s ordinarycourse of business [of such bank]; or

(b) The transfer and assumption of all or sub-stantially all of [the] a bank’s liabilities [of abank].

(4)(a) “Automated teller machine” or “ATM”means any electronic information processing devicelocated in this state that:

[(a)] (A) Accepts or dispenses cash in connectionwith a credit, deposit or convenience account, pro-vides information and initiates transactions in ac-cordance with the request or instruction of acustomer or the customer’s agent; and

[(b)] (B) Is unstaffed except for persons [install-ing] that install the device, [providing] provide se-curity or [providing] provide periodic servicing,maintenance or repair. [The term]

(b) “Automated teller machine” or “ATM”does not include [devices] a device that is usedsolely to facilitate check guarantees or check au-thorizations, or that is used in connection with [theacceptance] accepting or dispensing [of] cash on aperson to person basis, such as by a store cashier.

(5) “Bank Act” means ORS chapters 706 to 716.(6)(a) “Banking business” or “business of bank-

ing” means [the] a regular business of receiving oraccepting money or [its] the equivalent of moneyon deposit, [as a regular business] whether the de-posit is made subject to check or is evidenced by acertificate of deposit, a pass book or other writingor evidence[, but].

(b) “Banking business” or “business ofbanking” does not include:

[(a)] (A) Depositing money or [its] the equivalentof money in escrow or with an agent, pending [in-vestments] an investment in real estate or securi-ties for or on account of a principal;

[(b)] (B) The business of [a savings and loan as-sociation or] a credit union;

[(c)] (C) [Deposits accepted] Accepting depositsin connection with [the purchase or lease of] pur-chasing or leasing property or services; or

[(d)] (D) Accepting deposits through an ATM ornight deposit facility.

(7) “Banking day” has the meaning given thatterm in ORS 708A.650.

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(8) “Branch” means an office or other place, ex-cept a principal place of business or an ATM, atwhich:

(a) A bank engages in banking business; or(b) A trust company transacts trust business.(9) “Candlefoot power” means a light intensity

of candles on a horizontal plane at 36 inches aboveground level and 5 feet in front of the area to bemeasured.

(10) “Capital debentures” means capital notes,capital debentures and any other form of unsecuredobligations [issued by] that an institution or stocksavings bank issues to evidence borrowings [where]in which the rights of the lender are subordinate tothe rights of the depositors.

(11)(a) “Defined parking area” means [that] aportion of any parking area or a single level in amultiple-story parking area that is [opened] openfor customer parking [that] and is:

(A) Contiguous to the access area of an ATM ornight deposit facility;

(B) Regularly, principally and lawfully used forparking by users of the ATM or night deposit facil-ity while the users conduct transactions duringhours of darkness; [and]

(C) Owned or leased by the operator of the ATMor night deposit facility or owned or controlled bythe party [leasing] that leases the ATM or nightdeposit facility site to the operator[.]; and

(D) The parking area that the operator ofthe ATM or night deposit facility designates asthe most directly accessible to the ATM or nightdeposit facility, if the parking area is a singlelevel in a multiple-story parking area.

(b) “Defined parking area” does not include anyparking area that:

(A) [is not open or regularly used for parkingby] Users of [the] an ATM or night deposit facility[who are] do not regularly use for parking whileconducting transactions during the hours ofdarkness[. A parking area is not open if it]; or

(B) Is physically closed to access or [if] hasconspicuous signs that indicate that [it] the park-ing area is closed. [If a multiple level parking areasatisfies the conditions of paragraph (a) of this sub-section and would therefore otherwise be a definedparking area, only the single parking level designatedby the operator of the ATM and night deposit facilityto be the most directly accessible to the users of theATM and night deposit facility shall be a definedparking area.]

(12) “Department” means the Department ofConsumer and Business Services.

(13) “Director” means the Director of the De-partment of Consumer and Business Services.

(14) “Document of title” means document of titleas defined in ORS 71.2010.

(15) “Federal Reserve Act” means the Act ofCongress approved December 23, 1913 (38 Stat. 251),as amended.

(16) “Federal Reserve Bank” means [the] a Fed-eral Reserve [Banks] Bank that is created and or-

ganized under the authority of the Federal ReserveAct.

(17) “Federal Reserve Board” means the FederalReserve Board created and described in the FederalReserve Act.

(18) “Home state” means:(a) With respect to a state bank, the state under

the laws of which the state bank is incorporated orotherwise organized;

(b) With respect to a federal bank, the state inwhich the main office of the federal bank is located;

(c) With respect to an extranational institution,the state [determined to be the home state by electionof] that the extranational institution or the Boardof Governors of the Federal Reserve Systemelects as the extranational institution’s homestate[, or in default of such election, by the Board ofGovernors of the Federal Reserve System; and]; or

(d) With respect to a financial holding companyor a bank holding company, the state in which thetotal deposits of all banking subsidiaries of [such]the financial holding company or bank holdingcompany are the largest on the date on which thecompany becomes a financial holding company or abank holding company.

(19) “Hours of darkness” means the period thatcommences 30 minutes after sunset and ends 30minutes before sunrise.

(20) “Loan production office” means a physicallocation in this state at which representatives of [afinancial] an insured institution or extranationalinstitution hold themselves out to the public as pro-viding loan origination services, leasing services orservices of a similar nature, but at which represen-tatives of the [financial] insured institution or ex-tranational institution do not conduct bankingbusiness.

[(21) “Merger” includes consolidation.][(22)] (21) “Night deposit facility” means a re-

ceptacle that [is provided by] a financial institutionprovides for [the use of] the financial institution’scustomers [in delivering] to use to deliver cash,checks and other items to the financial institution.

[(23)] (22) “Obligations” includes:(a) The direct liability of [the] a maker or

acceptor of paper discounted with or sold to an in-stitution;

(b) The liability of [the] a drawer, indorser orassignor;

(c) [If obligations of a copartnership or associ-ation, the] Obligations of the several members of[the] a copartnership or association;

(d) [If obligations of a corporation, the] Obli-gations of all subsidiaries of [the] a corporation inwhich the corporation owns or controls 50 percentor more of the capital stock; and

(e) The liability of a lessee under a lease.[(24)] (23) “Officer” of a banking institution

means a chief executive officer, president, any vicepresident, secretary, treasurer, [or] cashier or anyindividual that the board of a banking institu-tion designates as an officer under ORS 707.700.

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[(25)] (24) “Operator” means any financial insti-tution or other business entity, or any person [who]that operates an ATM or night deposit facility.

(25) “Outside director” means a member ofthe board of directors of a banking institutionwho is not employed by the banking institutionor by any holding company or subsidiary of thebanking institution.

(26) “Paid-in capital” means the aggregateamount [received by] that an institution or stocksavings bank receives from [the issuance of its] is-suing the institution’s or stock savings bank’sstock or [transferred] that the institution or stocksavings bank transfers from retained earnings.

(27) “Person” means an individual, corporation,limited liability company, partnership, association,joint stock company, business trust or unincor-porated organization.

(28) “Stockholders’ equity” means the aggregateof paid-in capital and retained earnings of an insti-tution or Oregon stock savings bank.

(29) “Trust business” means[:][(a)] acting as a trustee of a trust.[;][(b) Acting as a fiduciary, as defined in ORS

125.005;][(c) Acting as a personal representative, as defined

in ORS 111.005;][(d) Acting as a receiver, trustee or assignee for

the benefit of creditors; or][(e) Acting in a court-appointed position of trust

or any other position of trust.]

SECTION 6. ORS 706.008 is amended to read:706.008. As used in the Bank Act:(1) “Bank” means a company, other than an ex-

tranational institution, that accepts deposits [insuredto any extent by] that the Bank Insurance Fund in-sures to any extent under the provisions of theFederal Deposit Insurance Act, as amended, 12U.S.C. 1811, et seq.

(2) “Bank holding company” means a companythat is a bank holding company under the federalBank Holding Company Act of 1956, as amended, 12U.S.C. 1841, et seq.

(3) “Bank service corporation” means a corpo-ration or a limited liability company that is or-ganized to perform services authorized by ORS708A.145, all of the capital stock [of] or member-ship interests of which [is owned by] one or morebanking institutions or national banks own.

(4) “Banking institution” means an Oregon com-mercial bank, an Oregon trust company or an Ore-gon savings bank.

(5) “Company” means an entity that is a com-pany under the federal Bank Holding Company Actof 1956, as amended, 12 U.S.C. 1841, et seq.

(6) “Extranational institution” means a corpo-ration, unincorporated company, partnership or as-sociation of two or more persons organized underthe laws of a nation other than the United States,or other than a territory of the United States,Puerto Rico, Guam, American Samoa or the Virgin

Islands, that engages directly in [a] banking busi-ness.

(7) “Federal bank” means a national bank or an-other bank organized under the laws of the UnitedStates.

[(8) “Federal savings bank” means a corporationchartered as a federal savings bank under the pro-visions of 12 U.S.C. 1464.]

[(9)] (8) “Financial holding company” means acompany that engages in activities described for afinancial holding company in section 103 of the fed-eral Gramm-Leach-Bliley Act (P.L. 106-102).

[(10)] (9) “Financial institution” means an in-sured institution, an extranational institution, acredit union as defined in ORS 723.006, an out-of-state credit union under ORS 723.042 [and] or afederal credit union.

[(11) “In-state federal stock bank” means a federalbank that issues capital stock, the home state of whichis Oregon.]

[(12)] (10) “Institution” means an Oregon com-mercial bank or an Oregon trust company.

[(13)] (11) “Insured institution” means a com-pany, the deposits of which are insured under theprovisions of the Federal Deposit Insurance Act, asamended, 12 U.S.C. 1811, et seq.

[(14) “Insured nonstock institution” means an in-sured institution that does not issue capital stock.]

[(15) “Insured stock institution” means an insuredinstitution that issues capital stock.]

[(16)] (12) “National bank” means a bank thatwas organized under the provisions of the NationalBank Act, as amended, 12 U.S.C. 21, et seq.

[(17)] (13) “Non-Oregon institution” means:(a) An out-of-state state bank [engaging] that

engages in banking business in Oregon;(b) An out-of-state trust company [transacting]

that transacts trust business in Oregon; [and] or(c) An extranational institution [engaging] that

engages in banking business in Oregon.[(18)] (14) “Nonstock bank” means a bank that

does not issue capital stock.[(19)] (15) “Oregon bank” means an Oregon stock

bank or Oregon nonstock bank.[(20)] (16) “Oregon commercial bank” means an

Oregon stock bank that was chartered under ORSchapter 707 as a bank other than a stock savingsbank.

[(21)] (17) “Oregon nonstock bank” means a[state] nonstock bank or savings bank, the homestate of which is Oregon.

[(22)] (18) “Oregon operating institution” means:(a) A bank that engages in banking business in

this state;(b) An extranational institution that engages in

banking business in this state; or(c) A trust company that transacts trust business

in this state.[(23)] (19) “Oregon savings bank” or “savings

bank” means an Oregon stock savings bank or anOregon nonstock savings bank.

[(24)] (20) “Oregon stock bank” means a [state]stock bank, the home state of which is Oregon.

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[(25)] (21) “Oregon stock savings bank” meansan Oregon stock bank that was initially charteredas or was converted to a stock savings bank underthe Bank Act.

[(26)] (22) “Oregon trust company” means a trustcompany that was organized under the provisions ofORS chapter 707.

[(27)] (23) “Out-of-state bank” means an out-of-state state bank or an out-of-state federal bank.

[(28)] (24) “Out-of-state bank holding company”means a bank holding company, the home state ofwhich is not Oregon, and that is not the bank hold-ing company of an Oregon stock bank or an in-statefederal stock bank.

[(29)] (25) “Out-of-state federal bank” means afederal bank, the home state of which is not Oregon.

[(30)] (26) “Out-of-state financial holding com-pany” means a financial holding company, the homestate of which is not Oregon, and that is not the fi-nancial holding company of an Oregon stock bankor an in-state federal stock bank.

[(31)] (27) “Out-of-state state bank” means astate bank, the home state of which is not Oregon.

[(32)] (28) “Out-of-state trust company” means atrust company that was organized under the laws ofanother state.

[(33)] (29) “State bank” means a bank that wasorganized under the laws of a state.

[(34) “State nonstock bank” means a nonstockbank that was organized under the laws of a state.]

[(35) “State stock bank” means a stock bank thatwas organized under the laws of a state.]

[(36)] (30) “Stock bank” means a bank that is-sues capital stock.

[(37)(a)] (31)(a) “Trust company” means a com-pany that is authorized under the provisions of ORSchapter 709 to transact trust business, including thetrust department of a bank.

(b) “Trust company” does not include a corpo-ration that a United States Bankruptcy Court ap-points to serve as a bankruptcy trustee under Title11, United States Code, during a time in which thecorporation is acting as a bankruptcy trustee.

SECTION 7. ORS 706.015 is amended to read:706.015. References in the Bank Act to federal

statutes and regulations [shall], except as otherwiseprovided in the Bank Act, [be construed to refer] areto the statutes or regulations as [they] the statutesor regulations are in effect on January 1, [2002]2015. The Director of the Department of Consumerand Business Services may [adopt rules providingthat] by rule construe one or more of the refer-ences to federal statutes and regulations [shall beconstrued to refer] in the Bank Act as referencesto the statutes and regulations as [they] the stat-utes or regulations are in effect on a later date.

SECTION 8. ORS 706.500 is amended to read:706.500. (1) Each banking institution is subject

to the inspection of the Director of the Departmentof Consumer and Business Services. The directorshall conduct an examination of the condition and

resources of each banking institution[,] and deter-mine whether the banking institution is complyingwith the laws of this state and such other mattersas the director may prescribe. Except as provided insubsections (3) and (5) of this section, the directorshall conduct examinations [shall be conducted] notmore than 24 months apart.

(2) Subject to ORS 706.515, the director [shallhave the power at any time in the discretion of thedirector to] may at any time examine [every] anybranch of a non-Oregon institution located in thisstate, for the same purposes and to the same extentas provided in the case of banking institutions.

(3) The director may participate in any program[offered by] that the Federal Deposit Insurance Cor-poration or the Federal Reserve Board [thatprovides] provides for joint or alternate examina-tions of banking institutions and non-Oregon insti-tutions [by the director and the Federal DepositInsurance Corporation or the Federal ReserveBoard].

(4) In addition to [the examinations] an exam-ination under subsection (1), (2) or (3) of this sec-tion, the director may conduct [examinations] anexamination of a banking institution at any othertime.

(5) Instead of [making] conducting an examina-tion of a banking institution or non-Oregon institu-tion under subsection (1), (2) or (3) of this section,the director may accept an examination or reportmade under the Federal Reserve Act or under otherstatutes of the United States [authorizing insuranceof deposits].

SECTION 9. ORS 706.570 is amended to read:706.570. (1) A banking institution that is en-

gaged in the business of banking in this stateshall keep books and accounts of the bankinginstitution’s activities, in such a manner as toenable the Director of the Department of Con-sumer and Business Services to readily ascer-tain the true condition of the bankinginstitution.

[(1)] (2) If the director determines in an[upon] examination of a banking institution [or non-Oregon institution it appears] that the banking insti-tution [or non-Oregon institution] does not keepbooks and accounts in such a manner as to enablethe director [of the Department of Consumer andBusiness Services] to readily ascertain the true con-dition of the banking institution [or non-Oregon in-stitution], the director [of the Department ofConsumer and Business Services] may require anyofficer of the banking institution [or non-Oregon in-stitution] to open and keep books or accounts as thedirector prescribes.

[(2)] (3) If a banking institution [or non-Oregoninstitution] fails to open and keep the books and ac-counts [prescribed by] that the director prescribes,the director shall send written notice to the bankinginstitution [or non-Oregon institution] of intent toassess and collect the penalty under this subsection.For each day the banking institution [or non-Oregon

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institution] fails to open and keep the books and ac-counts after receiving notice from the director, thebanking institution [or non-Oregon institution] issubject to a penalty of $1,000. The banking insti-tution shall pay the penalty [shall be paid by thebanking institution or non-Oregon institution whenit] when the banking institution receives a noticeand demand for the amount of the penalty from thedirector. If the banking institution [or non-Oregoninstitution] delays or refuses to pay the penalty uponthe director’s demand, the Attorney General shallbring an action in the director’s name to re-cover the penalty [shall be recovered in the name ofthe director in an action brought by the AttorneyGeneral]. All sums collected for penalties imposed bythis section [shall] must be paid into the Consumerand Business Services Fund created by ORS 705.145.


Consumer and Business Services shall [call for the]require each Oregon operating institution tosubmit a report of condition [of Oregon operatinginstitutions] at the close of business on the same dayon which the federal regulatory agencies requirea report [is required] from national banks [by thefederal regulatory agencies].

(2)(a) In the report of [each Oregon operatinginstitution] condition required [in] under subsection(1) of this section [shall], an Oregon operating in-stitution shall:

[(a)] (A) Show [its] the Oregon operatinginstitution’s assets and liabilities combined for alldepartments at the close of business on the dayspecified.

[(b)] (B) [Be sworn to by] Include a swornstatement as to the accuracy and truth of thereport from an officer of the Oregon operating in-stitution [making] that makes the report and [at-tested by] an attestation from not less than twodirectors of the Oregon operating institution.

[(c) Exhibit in detail, and under appropriateheads, the total liabilities and resources of the Oregonoperating institution at the close of business on theday specified.]

[(d)] (b) [Be transmitted] The Oregon operatinginstitution shall transmit the report to the direc-tor within the time allowed by federal regulationsfor [submission of] submitting reports of nationalbank associations to the federal regulatory agencies.

(3) The director may require additional reportsof condition at any time [the director considers itnecessary]. The additional reports [shall] must meetthe requirements of subsection (2) of this section.

(4) Trust companies [not conducting a] that donot conduct banking business [are not required to]need not submit the reports required in subsection(1) of this section, but shall submit reports [as maybe required by] that the director requires.

SECTION 11. ORS 706.650 is amended to read:706.650. If an Oregon operating institution delays

or fails to furnish reports in the manner required

under ORS 706.630, the Oregon operating institutionis subject to a penalty of $250 a day for each daywhile in default. The [penalty shall be paid by the]Oregon operating institution [upon] shall pay thepenalty after receiving notice or demand for theamount of the penalty from the Director of the De-partment of Consumer and Business Services. If theOregon operating institution does not pay thepenalty [is not paid] upon demand by the director,the director shall proceed to collect the penalty inthe manner prescribed by ORS 706.570 [(2)] (3). Ifthe director determines that the default was una-voidable, the director may waive the penalty.


Consumer and Business Services shall receive andfile in the Department of Consumer and BusinessServices all reports required by the Bank Act.

(2) Except as provided in subsection (3) of thissection and ORS 706.730, the records of the Depart-ment of Consumer and Business Services[pertaining] that pertain to the administration ofthe Bank Act are available for public inspection un-less the director determines in a particular instancethat an Oregon operating institution or the direc-tors, stockholders, officers, employees and customersof the Oregon operating institution have an interestin keeping the records confidential that outweighsthe public interest in disclosing the records, or thatthe records are exempt from disclosure under ORS192.501 to 192.505. A determination by the directorunder this subsection is subject to review underORS 192.410 to 192.505.

(3) Except as provided in subsections (4) and (5)of this section, the following records of the depart-ment are exempt from disclosure or production and[shall] must be treated as confidential as providedin ORS 705.137:

(a) Examination reports and work papers, direc-tives, orders and correspondence that relate to ex-amination reports.

(b) Financial statements of and investigatory in-formation concerning persons subject to investi-gation by the director under ORS 707.070, 707.080,707.110, 707.140, 707.145, 707.155 or 707.705.

(c) Proprietary information.(d) Reviews of financial statements submitted to

the director.(e) Reports filed under ORS 706.655.(f) Stockholder lists.(g) Correspondence, reports or other information

obtained from or provided to the Financial CrimesEnforcement Network established by order of theUnited States Secretary of the Treasury.

(4) Notwithstanding subsection (3) of this sec-tion, the director may disclose a record that isspecified in this subsection and that pertains to anOregon operating institution that has been liqui-dated under ORS 711.400 to 711.615 if the directordetermines in a particular instance that the publicinterest in disclosure of the record outweighs theinterests of the Oregon operating institution or of

6


the directors, stockholders, officers, employees orcustomers of the Oregon operating institution inkeeping the record confidential. The director maynot in any circumstances, however, disclose a recordor a portion of a record that contains proprietaryinformation or information that relates to [anindividual’s] a person’s financial activities or af-fairs unless the director concludes that the activitiesor affairs were a direct and substantial contributingfactor in the failure of the Oregon operating insti-tution. This subsection applies to the following re-cords of the department:

(a) Examination reports and work papers, direc-tives, orders and correspondence relating to exam-ination reports;

(b) Investigatory information concerning personssubject to investigation by the director under ORS707.070, 707.080, 707.110, 707.140, 707.145, 707.155 or707.705;

(c) Reviews of financial statements; and(d) Reports filed under ORS 706.655.(5) Notwithstanding ORS 40.270, an officer of the

department may be examined concerning recordsthat are exempt from disclosure under subsection (2)or (3) of this section and ORS 706.730. The recordsare subject to production if the court before whicha civil or criminal action is pending finds that theexamination and production is essential for estab-lishing a claim or defense. In making a finding underthis subsection, if the court views the records, thecourt shall do so in camera.

(6) A civil penalty [imposed by] the director im-poses under the Bank Act [shall become] is subjectto public inspection after the 20th day after the di-rector imposes the civil penalty.

(7) All records of the department [pertaining]that pertain to the condition of Oregon operatinginstitutions may be furnished to:

(a) The Federal Reserve Bank and examinersfrom the Federal Reserve Bank.

(b) The Comptroller of the Currency of theUnited States and national bank examiners.

(c) The Federal Deposit Insurance Corporationand examiners from the Federal Deposit InsuranceCorporation.

(d) The Federal Home Loan Bank of which theoperating institution is a member or to which theoperating institution has applied for membership.

(e) The State Treasurer, if the Oregon operatinginstitution is or has applied to become a depositoryof public fund deposits.

(f) A supervisory authority that regulates finan-cial institutions, financial holding companies orbank holding companies.

(g) The respective Oregon operating institution,or the financial holding company or bank holdingcompany that controls an Oregon operating institu-tion.

(8) The director shall prescribe and furnish tointerested persons the forms for all reports requiredby the Bank Act.

(9) If the director is requested to disclose anyrecord subject to this section and the record con-

tains both material that is exempt from disclosureunder this section or any other provision of law andmaterial that is not exempt from disclosure, the di-rector shall separate the exempt and nonexempt ma-terial and shall disclose only the nonexemptmaterial.

SECTION 13. ORS 706.723 is amended to read:706.723. (1) Notwithstanding any other provision

of law:(a) Reports and records described in ORS

706.720 (3) and compliance review documents [shallbe] are confidential as provided in ORS 705.137 and[shall not be] are not discoverable or admissible asevidence in any civil action or administrative pro-ceeding.

(b) Reports and records described in ORS706.720 (3) and compliance review documents deliv-ered to a state, federal or foreign governmental orregulatory agency remain confidential as provided inORS 705.137 and [shall not be] are not discoverableor admissible in any civil action or administrativeproceeding.

(c) A person [serving] that serves on a compli-ance review committee or [acting] acts at the re-quest of a compliance review committee may not [berequired to] testify in any civil action as to:

(A) The contents or conclusions of a compliancereview document; or

(B) The actions [taken by] that a compliance re-view committee takes.

(2) This section does not limit the discovery oradmissibility in any civil action or administrativeproceeding of any documents that are not reportsor records described in ORS 706.720 (3) or com-pliance review documents.

(3) Upon motion by any party, a court shall de-termine a claim of confidentiality under this sectionafter an in camera review of the materials or infor-mation claimed to be confidential. If the court de-termines that part, but not all, of the materials orinformation is confidential under this section, thecourt shall ensure that only the materials or infor-mation that is not confidential is disclosed.

(4) The provisions of this section do not affectthe ability of a person to claim any privilege thatmay be provided by law, including but not limited toa claim of privilege under ORS 40.225.

(5) For the purposes of this section:(a) “Compliance review committee” means a

person or persons [assigned by] that a board of di-rectors or the managers of a financial institution[,or by the management of a financial institution,] as-sign to test, review or evaluate the conduct of thefinancial institution, the transactions of the finan-cial institution or the potential transactions of thefinancial institution for the purpose of monitoring,improving and enforcing compliance with:

(A) Safe, sound and fair lending practices;(B) Financial reporting to state or federal regu-

latory agencies;(C) The financial institution’s own policies and

procedures; or

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(D) Federal or state statutory or regulatory re-quirements relating to financial institutions.

(b) “Compliance review document” means anydocument prepared for or created by a compliancereview committee.

SECTION 14. ORS 706.795 is amended to read:706.795. Notwithstanding any other provision of

law, the Director of the Department of Consumerand Business Services may, in accordance with ORS183.310, 183.315, 183.330, 183.335 and 183.341 to183.410, make rules [authorizing] that authorizebanking institutions to exercise any of the powersconferred upon any financial institution that is [ac-cepting deposits or transacting trust business] con-ducting banking business or trust business inthis state, if the director finds that the exercise ofthe power:

(1) Serves the public convenience and advantage;and

(2) [Equalizes and] Promotes or maintains [thequality of] fair competition between banking insti-tutions and other financial institutions.

SECTION 15. ORS 707.010 is amended to read:707.010. A person [who] that has not received

from the Director of the Department of Con-sumer and Business Services a charter or a cer-tificate of authority to [do a] conduct bankingbusiness [from the Director of the Department ofConsumer and Business Services, except a nationalbank, shall] may not:

(1) Advertise that [it] the person is receiving oraccepting money on deposit.

(2) Use a sign at [its] the person’s place ofbusiness [containing words indicating] that indi-cates that the [place is a place of business] person:

(a) Is [of] a banking institution or that theplace of business is a place of business for abanking institution;

(b) [Where deposits are received] Receives de-posits or payments made on check; or

(c) [Where] Transacts any other form of bankingbusiness [is transacted].

(3) Make use of or circulate any letterheads,blank notes, blank receipts, certificates, circulars orany written or printed paper [containing words indi-cating] that indicates that the business is the busi-ness of a banking institution.

(4) Transact business under any name that thedirector determines leads the public to believe that[its] the person is transacting business [is that of]as a banking institution or that [it] the person isaffiliated with a banking institution.

(5) Solicit or receive deposits or transact busi-ness in the manner of a banking institution or insuch a manner as to lead the public to believe that[its business is that of] the person is transactingbusiness as a banking institution.

(6) This section does not apply to a nationalbank that was lawfully transacting bankingbusiness in this state on June 30, 2011, and has

continuously transacted banking business inthis state after June 30, 2011.

SECTION 16. ORS 707.025 is amended to read:707.025. (1) One or more persons or a corpo-

ration may organize a banking institution [may beorganized] under this section solely for the purposeof merging with, acquiring the assets of or assumingthe liabilities of one or more existing financial in-stitutions [pursuant to] under ORS chapter 711 and,except as otherwise provided in this section, withoutauthority to engage in or transact banking or trustbusiness.

[(2) The banking institution may be organizedunder this section by one or more persons or a cor-poration.]

[(3)] (2) Notwithstanding ORS 707.050, 707.070,707.080 to 707.120, 707.140, 707.170[,] or 707.200 [and707.210 (1) and such other sections as may] or otherstatutes that are specifically [be] inconsistent withthis section, a banking institution described in sub-section (1) of this section [shall] must be organizedas follows:

(a) [The incorporator] A prospectiveincorporator or incorporators shall submit to theDirector of the Department of Consumer and Busi-ness Services for filing articles of incorporation [ex-ecuted in] that the prospective incorporator orincorporators execute in duplicate, [signed by theprospective incorporator or incorporators,] and suchother information as the director may require, whichmay include the additional information required inan application under ORS 707.070 or 716.028 if thebanking institution organized under this section isto survive the merger, will purchase assets or willassume liabilities, together with an organizationalfee of $2,500.

(b) [Such] The articles of incorporation [shall]for the banking institution must specify:

(A) The name and address of each incorporator.(B) The information required under ORS 707.110

(2)(a), (b) and (h) and (3).(C) The term of [its] the banking institution’s

existence, which may be perpetual.(D) The purpose of the [corporation] banking

institution, which [shall] must be limited to thepurposes set forth in subsection (1) of this section.However, if the [corporation] banking institution isto be the resulting bank in [such] a merger, or theacquiring bank in an acquisition or assumption,the articles of incorporation may also contain allpurposes allowed a banking institution under theBank Act, provided the implementation of such pur-poses [are] is conditioned upon consummation of[such] the merger or the acquisition or assump-tion.

(E) The name and address of each director of theboard of directors, which [shall] must be composedof not less than three directors.

[(4)] (3) Unless the director finds that [approvalof] approving the articles would violate ORS 707.145or other applicable law, the director shall file the

8


articles and issue a certificate of incorporation inaccordance with ORS 707.120, if:

(a) The director finds that the articles of incor-poration conform to subsection (3) of this section;and

(b) The director finds that the banking institu-tion, following any merger or assumption of liabil-ities, will meet the requirements of ORS 707.080 (1)and (2).

[(5)] (4) [Upon issuance of the] After the direc-tor issues a certificate of incorporation, the corpo-rate existence of the banking institution [shallbegin] begins and the banking institution may issuestock.

[(6)(a)] (5)(a) After the [issuance of the] directorissues a certificate of incorporation, the new bank-ing institution shall file a certified copy of [its] thebanking institution’s bylaws with the directorwithin 90 days. If the director finds [such] that thebylaws [to be] are consistent with the requirementsof the Bank Act, the director shall issue a provi-sional charter to [such bank] the banking institu-tion.

(b) [The] A provisional charter [shall expire] ex-pires one year after [its date of issuance. However,]the director issues the provisional charter, butthe director may extend [such] the expiration pe-riod. If a merger or assumption of liabilities is notconsummated before the provisional charter expires,the interim bank [shall cease] ceases to exist and[its] the banking institution’s articles of incorpo-ration and provisional charter [shall be] are void.

(c) For purposes of ORS chapter 711, a provi-sional charter [issued] that the director issues un-der this section [shall be deemed] is a charter, whereappropriate.

(d) If the merger or assumption of liabilities isconsummated and the banking institution organizedunder this section survives the transaction, the di-rector shall issue to the banking institution a char-ter to [do a] engage in banking business either asan Oregon commercial bank or as an Oregon stocksavings bank.

[(7)] (6) A banking institution organized solelyfor the purposes set forth in subsection (1) of thissection for which the director has issued a charter[has been issued] may, with the director’s approval,have initial paid-in capital in an amount less thanthat required by ORS 707.050 [prior to] before con-summation of a proposed merger.

SECTION 17. ORS 707.075 is amended to read:707.075. (1) The corporate name of a banking in-

stitution:(a) [Shall] May not contain any word or phrase

that indicates or implies that [it] the banking in-stitution is organized for any purpose other thanone or more of the purposes contained in [its] thebanking institution’s articles of incorporation.

(b) [Shall] Must be distinguishable from [anyother financial institution, corporate, professional cor-porate, nonprofit corporate, cooperative, limited liabil-ity company, limited partnership, business trust,]:

(A) The name of any banking institution, in-sured institution, extranational institution thathas complied with the provisions of ORS 713.020or 713.300 or credit union, as defined in ORS723.008; or

(B) The name of:(i) Any corporation, professional corpo-

ration, nonprofit corporation, cooperative, lim-ited liability company, limited partnership orbusiness trust currently on file with the Secre-tary of State; or

(ii) Any reserved, [or] registered or assumedbusiness name currently on file with the Secretaryof State [or Director of the Department of Consumerand Business Services, or an assumed business nameregistered as provided in ORS 648.010].

(2) The director may refuse to permit [the] abanking institution to use [of] any name [if] thedirector determines [that the name] is [deceptivelysimilar to] not distinguishable from the name of afinancial institution that is already lawfully [trans-acting] engaging in banking business or [acceptingdeposits] making loans in this state.

(3) [Nothing contained in this section shall pre-clude] A banking institution [from transacting] maytransact business under one or more assumed busi-ness names[,] if the assumed business names meetthe requirements of subsection (1) of this section,unless the director determines that the assumedbusiness names [will be confusingly similar to anyfinancial institution, corporate, professional corporate,nonprofit corporate, cooperative, limited liability com-pany, limited partnership, business trust,] are notdistinguishable from:

(a) The name of any banking institution, in-sured institution, extranational institution thathas complied with the provisions of ORS 713.020or 713.300 or credit union, as defined in ORS723.008;

(b) The name of any corporation, profes-sional corporation, nonprofit corporation, coop-erative, limited liability company, limitedpartnership or business trust currently on filewith the Secretary of State; or

(c) Any reserved, [or] registered or assumedbusiness name currently on file with the Secretaryof State [or Director of the Department of Consumerand Business Services, or an assumed business nameregistered as provided in ORS 648.010].

SECTION 18. ORS 707.110 is amended to read:707.110. (1) Any number of [persons]

individuals, not less than five, may [associate them-selves] by articles of incorporation [to] establish aninstitution or Oregon stock savings bank. The indi-viduals shall execute the articles of incorporation[shall be executed] in duplicate, [signed by the pro-spective incorporators and submitted] and shall sub-mit the articles of incorporation to the Directorof the Department of Consumer and Business Ser-vices.

(2) The articles of incorporation [shall specify]must:

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(a) Specify the name of the institution or Ore-gon stock savings bank.

(b) Specify the initial principal place where [itsbusiness is to be transacted] the institution or Or-egon stock savings bank will transact business,designated by legal description or street and numberin the city or town.

(c) Specify the address, including street andnumber, and mailing address, if different, of [its] theinstitution’s or Oregon stock savings bank’s ini-tial registered office and the name of [its] the initialregistered agent at [that] the registered office.

(d) List the names of the prospective incorpo-rators.

(e) Specify the term of [its] the institution’sor Oregon stock savings bank’s existence, whichmay be perpetual.

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

(g) [The initial board of directors of the institu-tion or Oregon stock savings bank, composed of notfewer than five persons, at least three of whom shallbe prospective incorporators.] State that a board ofdirectors of not less than five individuals willgovern the business of the institution or Oregonstock savings bank.

(h) State the preemptive rights that stock-holders will have, if the stockholders will havepreemptive rights[, a statement of such rights].

(3) In addition to the requirements set forthin subsection (2) of this section, the articles ofincorporation:

(a) Must prescribe the classes of shares and thenumber of shares of each class that the institutionor Oregon stock savings bank [is authorized to] mayissue. If the institution or Oregon stock savingsbank may issue more than one class of shares [isauthorized], the articles of incorporation must pre-scribe a distinguishing designation for each class,and [prior to] before the institution or Oregonstock savings bank issues [the issuance of] sharesof a class, the articles of incorporation must de-scribe the preferences, limitations and relativerights of [that] the class [must be described in thearticles of incorporation]. All shares of a class musthave preferences, limitations and relative rightsidentical to those of other shares of the same classexcept to the extent otherwise permitted by ORS707.262.

(b) Must authorize one or more classes of sharesthat together have unlimited voting rights, and oneor more classes of shares, which may be the sameclass or classes as those with voting rights, that to-gether are entitled to receive the net assets of theinstitution or Oregon stock savings bank upon dis-solution.

(c) May authorize one or more classes of sharesthat:

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

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

(i) At the option of the institution or Oregonstock savings bank, the shareholder or another per-son or upon the occurrence of a designated event;

(ii) For cash, indebtedness, securities or otherproperty; or

(iii) In a designated amount or in an amount de-termined in accordance with a designated formulaor by reference to extrinsic data or events;

(C) Entitle the holders to distributions calculatedin any manner, including dividends that may be cu-mulative, noncumulative or partially cumulative; or

(D) Have preference over any other class ofshares with respect to distributions, including divi-dends and distributions upon the dissolution of theinstitution or Oregon stock savings bank.

(4) The description of the designations, prefer-ences, limitations and relative rights of share classesin subsection (3)(c) of this section is not exhaustive.

(5) The articles of incorporation also may con-tain any lawful provisions that:

(a) [Regulating] Regulate the business or con-duct of affairs of the institution or Oregon stocksavings bank;

(b) [Defining, limiting and regulating] Define,limit and regulate the powers of the directors; or

(c) [Eliminating or limiting] Eliminate or limitthe personal liability of a director to the institutionor Oregon stock savings bank or [its] the share-holders of the institution or Oregon stocksavings bank for monetary damages for conduct asa director, [provided] except that [no such] the pro-visions [shall] may not eliminate or limit the liabil-ity of a director for any act or omission [occurringprior to] that occurs before the date [when such]on which the provision becomes effective, and[such] except that the provision [shall] may noteliminate or limit the liability of a director for:

(A) Any breach of the director’s duty of loyaltyto the institution or Oregon stock savings bank or[its] the shareholders of the institution or Oregonstock savings bank;

(B) Acts or omissions that are not in good faithor [which] that involve intentional misconduct or aknowing violation of law;

(C) Any unlawful distribution under the BankAct; or

(D) Any transaction from which the director de-rived an improper personal benefit.

SECTION 19. ORS 707.184 is amended to read:707.184. (1) An institution or Oregon stock

savings bank may change [its] the institution’s orOregon stock savings bank’s registered office orregistered agent by delivering to the Director of theDepartment of Consumer and Business Services forfiling a statement of change that sets forth:

(a) The name of the institution or Oregon stocksavings bank;

(b) [If the registered office is to be changed,] Theaddress, including street and number, of [the] a newregistered office, if the institution or Oregonstock savings bank changes the registeredoffice;

10


(c) [If the registered agent is to be changed,] Thename of [the] a new registered agent [and that thenew agent has consented to the appointment] and astatement that attests that the new registeredagent has consented to the appointment, if theinstitution or Oregon stock savings bankchanges the registered agent; and

(d) A statement that attests that after thechange or changes are made, the street addresses of[its] the institution’s or Oregon stock savingsbank’s registered office and the business office of[its] the institution’s or Oregon stock savingsbank’s registered agent will be identical.

(2) If a registered agent changes the street ad-dress of the registered agent’s business office, theregistered agent shall change the street address ofthe registered office of the institution or Oregonstock savings bank for which the agent is the regis-tered agent by notifying the chief executive officerof the institution or Oregon stock savings bank ofthe change in writing [of the change and signing,either manually or in facsimile, and], either elec-tronically or by certified mail, and electronicallydelivering to the director a signed statement thatcomplies with the requirements of subsection (1) ofthis section and recites that the registered agenthas notified the institution or Oregon stock savingsbank [has been notified] of the change.

(3) The director’s filing [of] the statement [bythe director] terminates the existing registered officeor registered agent, or both, on the effective dateof the filing and establishes the newly appointedregistered office or registered agent, or both, as[that] the registered office or registered agent ofthe institution or Oregon stock savings bank.

SECTION 20. ORS 707.195 is amended to read:707.195. [At or after the time the articles of in-

corporation are submitted for filing, the] Aninstitution’s or Oregon stock savings bank’s in-corporators shall submit [the] to the Director ofthe Department of Consumer and Business Ser-vices proposed offering documents for [the sale of thebanking] selling the institution’s or Oregon stocksavings bank’s stock [to the Director of the Depart-ment of Consumer and Business Services] for thedirector’s review. [No] Subscriptions for stock inthe institution or Oregon stock savings bank maynot be accepted [prior to] before the date on whichthe director approves the offering documents.

SECTION 21. ORS 707.200 is amended to read:707.200. Before a charter for a newly organ-

ized institution or Oregon stock savings bank isissued, the subscribers to the stock of [a newly or-ganized] the institution or Oregon stock savingsbank shall pay in[, prior to the time a charter is is-sued,] the full amount of the subscribers’ stocksubscriptions, which must total an aggregateamount that is not less than the initial paid-incapital that the Director of the Department ofConsumer and Business Services approved. Thesubscribers shall pay the amount [directly to the

institution or Oregon stock savings bank or] by de-posit with an escrow agent that is acceptable to thedirector [of the Department of Consumer and Busi-ness Services to be released] for release upon theissuance of a charter[, the full amount of their stocksubscriptions, which shall total an aggregate amountnot less than the initial paid-in capital approved bythe director]. The [payment must be] subscribersshall pay in cash or by exchange of real propertyand improvements [thereon] on real property. Thedirector must approve the real property and im-provements [are subject to approval by the director]as provided in ORS 707.050[.], but in the absenceof fraud in the transaction, the judgment of theboard of directors as to the adequacy of the realproperty and improvements as consideration forthe stock being purchased is conclusive. An in-stitution or Oregon stock savings bank may notissue any share of stock until the charter forthe institution or Oregon stock savings bankhas been issued.

SECTION 22. ORS 707.210 is amended to read:707.210. [(1) An institution or Oregon stock

savings bank shall not issue any share of stock untilits charter has been issued and ORS 707.200 has beencomplied with.]

[(2)] (1) Except as provided in subsection [(3)] (2)of this section, [each] a certificate [representing]that represents shares of the stock of an institu-tion or Oregon stock savings bank [shall] must:

(a) Be signed by two officers of the institutionor Oregon stock savings bank designated in the by-laws, and may be sealed with the seal of the insti-tution or Oregon stock savings bank or a facsimile[thereof] of the seal. The signatures of the officersupon a certificate may be facsimiles if the certificateis manually signed on behalf of a transfer agent orregistrar other than the institution or Oregon stocksavings bank [itself] or an employee of the institu-tion or Oregon stock savings bank. [In the case ofany person who, as] If an officer[,] that has signedor whose facsimile signature has been placed upon[such] the certificate [and has ceased being such] isno longer an officer before [such] the certificate isissued, the institution or Oregon stock savingsbank may issue the certificate [may be issued bythe institution or Oregon stock savings bank] with thesame effect as if the [person were such] former of-ficer were an officer at the date [of its issue] onwhich the institution or Oregon stock savingsbank issued the certificate.

(b) [If the institution or Oregon stock savingsbank is authorized to issue shares of more than oneclass,] State upon the face or back of thecertificate[, or state that the institution or Oregonstock savings bank will furnish to any shareholderupon request and without charge, a full statement of]the designations, preferences, limitations and rela-tive rights of the shares of each class authorized tobe issued[, and, if the institution or Oregon stocksavings bank is authorized to issue any class inseries], if the institution or Oregon stock savings

11


bank may issue shares of more than one class,or state that the institution or Oregon stocksavings bank will provide any shareholder uponrequest and without charge a full statement ofthe designations, preferences, limitations andrelative rights of each class of shares.

(c) State the variations in the relative rights andpreferences between the shares of each [such] seriesso far as the [same have been fixed and determined]board of directors has fixed and determined therights and preferences in a series, if the institu-tion or Oregon stock savings bank may issue aclass in series, and state the authority of the boardof directors to fix and determine the relative rightsand preferences of subsequent series.

[(c)] (d) State that the institution or Oregonstock savings bank is organized under the laws ofthis state.

[(d)] (e) State the name of the person to whomthe institution or Oregon stock savings bank is-sued the certificate.

[(e)] (f) State the number and class of shares,and the designation of the series, if any, [whichsuch] that the certificate represents.

[(3)] (2) In lieu of issuing certificates [represent-ing] that represent shares [under] in accordancewith subsection [(2)] (1) of this section, the boardof directors of an institution or Oregon stocksavings bank may authorize the institution or Ore-gon stock savings bank to issue some or all of theshares of any or all [of its] classes or series withoutcertificates. The authorization [shall] does not affectshares already represented by certificates until theshares are surrendered to the institution or Oregonstock savings bank. Within a reasonable time afterthe issuance or transfer of shares without certif-icates, the institution or Oregon stock savings bankshall send the shareholder a written statement ofthe information required on certificates under sub-section [(2)] (1) of this section.

[(4)] (3) [No] A share [shall] may not be issueduntil [such] the share is fully paid.

[(5)] (4) At the request of any holder of two ormore certificates of the stock of any institution orOregon stock savings bank organized under the lawsof this state, [such] the institution or Oregon stocksavings bank shall, upon the surrender of the certif-icates, issue to the holder of [such] the stock onecertificate, or a statement pursuant to subsection[(3)] (2) of this section, for all shares of stock of anyone class in [such] the institution or Oregon stocksavings bank [owned by] that the stockholder ownsif the number of [such] shares [owned by] that thestockholder owns in the particular class equals orexceeds 100.

SECTION 23. ORS 707.254 is amended to read:707.254. (1) Except as provided in subsection

(2) of this section, [upon approval and filing of theamendment by] after the Director of the Departmentof Consumer and Business Services approves andfiles an amendment to the articles of incorpo-ration, the amendment [shall become] is effective

and the articles of incorporation [shall be deemed tobe] are amended accordingly.

(2) If an amendment to the articles of incor-poration specifies a delayed effective date, theamendment is effective on the date specified. Adelayed effective date for an amendment maynot be later than the 90th day after the date onwhich the director approves and files theamendment.

[(2)] (3) [No] An amendment [shall] does not af-fect any existing cause of action in favor of oragainst [such] a banking institution, any pendingsuit to which such banking institution [shall be] isa party or the existing rights of persons other thanshareholders. [In the event] An amendment thatchanges the corporate name [shall be changed byamendment, no suit] does not abate an actionbrought by or against [such] the banking institutionunder [its] the former name [shall abate for thatreason].


savings bank may[, by action taken in the same man-ner as required for amendment of articles of incorpo-ration,] adopt restated articles of incorporation thatbecome effective after approval and filing by theDirector of the Department of Consumer andBusiness Services. The restated articles of incor-poration may [contain] make any changes in the ar-ticles of incorporation that [could be made by] theinstitution or Oregon stock savings bank couldmake by regularly adopting an amendment [regu-larly adopted. Adoption of]. Adopting restated arti-cles of incorporation [containing any such changesshall have the effect of amending] amends the exist-ing articles of incorporation to conform to the re-stated articles of incorporation, without furtheraction of the board of directors or shareholders. Re-stated articles of incorporation [shall contain astatement that they] must state that the restatedarticles of incorporation supersede the previouslyexisting articles of incorporation and amendments[thereto] to the previously existing articles of in-corporation. Restated articles of incorporation[shall contain] must have all the statements [re-quired by] that, under ORS 707.110 [to beincluded], must be in the original articles of incor-poration, except [that no] a statement [need be madewith respect to] that lists the initial principal placeof business, [or] the number or names of directors[constituting] that constitute the initial board ofdirectors or the names of the incorporators.

(2) Except as provided in subsection (3) ofthis section, restated articles of incorporation[when executed and submitted for filing with the Di-rector of the Department of Consumer and BusinessServices shall] that the director has approved andfiled supersede the previously existing articles ofincorporation and amendments [thereto] to the pre-viously existing articles of incorporation. The di-rector shall, upon request, certify a copy of thearticles of incorporation, the articles of incorpo-

12


ration as restated or any amendments to either[thereof] the articles of incorporation or the re-stated articles of incorporation.

(3) If the restated articles of incorporationspecify a delayed effective date, the restated ar-ticles of incorporation are effective on the datespecified. A delayed effective date for restatedarticles of incorporation may not be later thanthe 90th day after the date on which the insti-tution or Oregon stock savings bank executesand submits the restated articles of incorpo-ration for filing.

[(3)] (4) [The] An institution or Oregon stocksavings bank that submits restated articles ofincorporation[, when submitted] for filing[,] shall in-clude [be accompanied by] a statement[, executed induplicate by the institution or Oregon stock savingsbank by its] that the president or a vice presidentand [by its] a cashier, [its] secretary or [an] assistantsecretary[, setting] execute in duplicate and thatsets forth [the following]:

(a) The name of the institution or Oregon stocksavings bank[.];

(b) The date [of the adoption of] on which theshareholders adopted the restated articles of in-corporation [by the shareholders.];

(c) The number of shares outstanding and thenumber of shares entitled to vote [thereon] for oragainst the restated articles of incorporation,and, if the shares of any class are entitled to vote[thereon] as a class, the designation and number ofoutstanding shares [entitled to vote thereon] of each[such] class that are entitled to vote for oragainst the restated articles of incorporation.

(d) The number of shares voted for and againstthe restated articles of incorporation, respectively,and, if the shares of any class are entitled to vote[thereon] as a class, the number of shares of eachsuch class voted for and against the restated articlesof incorporation, respectively.

(e) The manner in which the institution orOregon stock savings bank will exchange, re-classify or cancel issued shares, if the restatedarticles of incorporation provide for an exchange,reclassification or cancellation of issued shares[, andif] but do not set forth the manner [in which thesame shall be effected is not set forth in the restatedarticles of incorporation, a statement of the manner inwhich the same shall be effected] for exchanging,reclassifying or canceling the issued shares.


savings bank may not issue any certificate of stockuntil the institution or Oregon stock savingsbank receives full payment for the stock. [has beenreceived. Stock sold after initial organization of theinstitution or Oregon stock savings bank to] A personother than a director, officer or employee of the in-stitution or Oregon stock savings bank [shall be paidin the same manner as required in the organizationof an institution or Oregon stock savings bank underORS 707.200] that purchases stock after the ini-

tial organization of the institution or Oregonstock savings bank must pay for the purchasein cash or by exchanging real property or im-provements on real property. The Director ofthe Department of Consumer and Business Ser-vices must approve the real property and im-provements the person uses for payment asmeeting all applicable requirements of law andall other conditions and standards that the di-rector adopts by rule, including but not limitedto a proper appraisal by a qualified appraiser.Stock [issued after the initial organization of] thatthe institution or Oregon stock savings bank issuesafter initial organization to a director, officer oremployee of the institution or Oregon stock savingsbank may be issued for consideration [consisting]that consists of cash, real property and improve-ments to real property, tangible personal property,other securities of the institution or Oregon stocksavings bank or, subject to subsection (2) of thissection, services the director, officer or employeeperformed or [services to be performed] will performunder contract. In the absence of fraud, the judg-ment of the board of directors of the institution orOregon stock savings bank as to the [sufficiency]adequacy of the consideration received for thestock issued under this section is [conclusively pre-sumed to be valid] conclusive and upon issuancein payment of such consideration shall be fullypaid.

(2) An institution or Oregon stock savingsbank may not issue stock [may not be issued todirectors, officers or employees] to a director, offi-cer or employee of [an] the institution or Oregonstock savings bank in consideration of services thedirector, officer or employee performed or [ser-vices to be performed] will perform under contractunless the plan to issue the stock is approved asfollows:

(a) [The Director of the Department of Consumerand Business Services approves the plan.] The insti-tution or Oregon stock savings bank shall sub-mit the plan to the Director of the Departmentof Consumer and Business Services for approval.For purposes of this subsection, the director ap-proves the plan if the director either approves theplan in writing or does not disapprove the plan in awriting [delivered] the director delivers to the in-stitution or Oregon stock savings bank within 30days after the director receives [notice and] a copyof the plan.

(b) The holders of at least two-thirds of the out-standing shares of the institution or Oregon stocksavings bank entitled to vote on the plan approvethe plan in a vote [taken] at the annual shareholders’meeting or a special shareholders’ meeting. Writtenor printed notice of the plan must be delivered per-sonally or by mail to each shareholder entitled tovote at the meeting. The notice must be deliveredor mailed not less than 10 days and not more than60 days before the date of the meeting during whichthe vote will be taken. The notice must describe theplan in reasonable detail, [state that the plan must

13


be approved in accordance with this subsection andstate that issuing shares under the plan will dilutethe interests of existing shareholders in the institutionor Oregon stock savings bank.] state that the Di-rector of the Department of Consumer andBusiness Services must approve or not disap-prove the plan, that the holders of at least two-thirds of the outstanding shares of theinstitution or Oregon stock savings bank thatare entitled to vote on the plan must approvethe plan in accordance with this paragraph andthat issuing shares under the plan will dilute theinterests of existing shareholders in the institu-tion or the Oregon stock savings bank.

(3) Notwithstanding subsections (1) and (2) ofthis section, an institution or Oregon stock savingsbank [shall have the power to] may create and issuethe number of shares of stock stated in [its] the ar-ticles of incorporation or [the] amendments [thereto]to the articles of incorporation.

SECTION 26. ORS 707.415 is amended to read:707.415. Within 10 days after [the declaration of

any] declaring a dividend, an institution or Oregonstock savings bank shall forward to the Director ofthe Department of Consumer and Business Servicesa report of the dividend declared. [This report shallalso be included in the report required in ORS706.660.]

SECTION 27. ORS 707.610 is amended to read:707.610. (1) A stockholders’ meeting [for the elec-

tion of] to elect a board of directors and [transactionof] transact other business [shall] must be held inthis state within 120 days after the close of the fiscalyear of the institution or Oregon stock savings bank.If [an institution or Oregon stock savings bank wasissued one or more orders by] the Director of theDepartment of Consumer and Business Services is-sued an order to the institution or Oregon stocksavings bank under ORS 706.580 within the fiscalyear immediately preceding the date of thestockholders’ meeting, the institution or Oregonstock savings bank shall include in every notice re-quired for the stockholders’ meeting under ORS707.611:

(a) A copy of ORS 706.580; [and](b) A statement that the institution or Oregon

stock savings bank received [such] an order or or-ders from the director; and

(c) A reasonably detailed description of theorder or orders.

(2) [A special meeting of stockholders may becalled at any time by] The chief executive officer, amajority of the board of directors, any other personor group authorized by the articles of incorporationor bylaws of the institution or Oregon stock savingsbank to call [such] meetings, or not fewer than threestockholders holding in the aggregate not less thanone-third of the outstanding voting stock of the in-stitution or Oregon stock savings bank may call aspecial meeting of stockholders. The articles ofincorporation or bylaws of the institution or Oregon

stock savings bank may reserve to an officer or theboard of directors the authority to designate thetime and place of [such a] the meeting[. However,],except that the [meetings shall be held in the Stateof Oregon] institution or Oregon stock savingsbank must hold the meeting in this state. Unlessthe Director of the Department of Consumer andBusiness Services consents to a later meeting date,the [meetings shall be held] institution or Oregonstock savings bank shall hold a meeting not laterthan [45] 60 days after issuing the call for themeeting [is issued].

SECTION 28. ORS 707.612 is amended to read:707.612. Any action required by this chapter to

be taken at a meeting of the shareholders or direc-tors of an institution or Oregon stock savings bankor any other action [which] that may be taken at ameeting of the shareholders[,] or directors or of acommittee may be taken without a meeting if [aconsent in writing setting forth the action so taken issigned by] all of the shareholders or directors or allof the members of the committee entitled to votewith respect to the [subject matter thereof] actionsign a consent in writing that sets forth theaction to be taken. The consent [shall] must bedelivered to the institution or Oregon stock savingsbank for inclusion in the minutes or for filing withthe corporate records. The action [shall be] is effec-tive on the date on which the last signature isplaced on the consent or consents or at such earlieror later time as is set forth [therein] in theconsent. [Such consent or consents shall have] Aconsent has the same force and effect as a unani-mous vote of [such] the shareholders, directors orcommittee members and [may be stated as such in]any articles or document filed under this chaptermay state that the consent has the force andeffect of a unanimous vote. If not otherwise de-termined in accordance with ORS 707.615, the recorddate for determining shareholders entitled to takeaction by consent without a meeting is the date thefirst shareholder signs the consent.

SECTION 29. ORS 707.620 is amended to read:707.620. [If] The Director of the Department of

Consumer and Business Services [considers it expe-dient the director] may call a meeting of the stock-holders of any institution or Oregon stock savingsbank by giving, or directing the institution orOregon stock savings bank to give, not less than15 days’ notice of the meeting to the stockholders inthe manner prescribed in ORS 707.611. The institu-tion or Oregon stock savings bank shall pay allnecessary [expense incurred in the serving of the no-tice shall be paid by the institution or Oregon stocksavings bank] expenses incurred in serving thenotice.

SECTION 30. ORS 707.660 is amended to read:707.660. (1) A director shall discharge the du-

ties of a director, including the duties as amember of a committee, in good faith, with the

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care an ordinarily prudent person in a like posi-tion would exercise under similar circumstancesand in a manner the director reasonably believesis in the best interests of the institution or Or-egon stock savings bank.

[(1)] (2) In discharging the duties of a director,a director [is entitled to] may rely on information,opinions, reports or statements, including financialstatements and other financial data, [if] that areprepared or presented by:

(a) One or more officers or employees of the[banking] institution or Oregon stock savingsbank whom the director reasonably believes [to be]are reliable and competent in the matters presented;

(b) Legal counsel, public accountants or otherpersons as to matters the director reasonably be-lieves are within the person’s professional or expertcompetence; or

(c) A committee of the board of directors ofwhich the director is not a member, if the directorreasonably believes the committee merits confidence.

[(2)] (3) A director is not acting in good faith ifthe director has knowledge concerning a matter inquestion that makes reliance otherwise permitted bysubsection [(1)] (2) of this section unwarranted.

[(3)] (4) When evaluating any offer of anotherparty to make a tender or exchange offer for anyequity security of the [banking] institution or Ore-gon stock savings bank, or any proposal to mergethe [banking] institution or Oregon stock savingsbank with another [banking] institution or Oregonstock savings bank or to purchase or otherwiseacquire all or substantially all the properties andassets of the [banking] institution or Oregon stocksavings bank, the directors of [a bankinginstitution] an institution or Oregon stocksavings bank may, in determining what the direc-tors believe [to be] is in the best interests of the[banking] institution or Oregon stock savingsbank, give due consideration to the social, legal andeconomic effects on employees, customers and sup-pliers of the [banking] institution or Oregon stocksavings bank and on the communities and ge-ographical areas in which the [banking] institutionor Oregon stock savings bank and [its] the sub-sidiaries of the institution or Oregon stocksavings bank operate, the economy of the state andnation, the long term as well as short term interestsof the [banking] institution or Oregon stocksavings bank and [its] the stockholders of the in-stitution or Oregon stock savings bank, includingthe possibility that these interests may be bestserved by the continued independence of the [bank-ing] institution or Oregon stock savings bank, andother relevant factors.

SECTION 31. ORS 707.665 is amended to read:707.665. (1) An officer with discretionary au-

thority shall discharge the duties of an officerunder that authority:

(a) In good faith;

(b) With the care an ordinarily prudent per-son in a like position would exercise under sim-ilar circumstances; and

(c) In a manner the officer reasonably be-lieves is in the best interests of the institutionor Oregon stock savings bank.

[(1)] (2) In discharging the duties of an officer,an officer [is entitled to] may rely on information,opinions, reports or statements, including financialstatements and other financial data, [if] that areprepared or presented by:

(a) One or more officers or employees of the[banking] institution or Oregon stock savingsbank whom the officer reasonably believes [to be]are reliable and competent in the matters presented;or

(b) Legal counsel, public accountants or otherpersons as to matters the officer reasonably believesare within the person’s professional or expert com-petence.

[(2)] (3) An officer is not acting in good faith ifthe officer has knowledge concerning the matter inquestion that makes reliance otherwise permitted bysubsection [(1)] (2) of this section unwarranted.

SECTION 32. ORS 707.690 is amended to read:707.690. Subject to ORS 707.705, any vacancy in

the board of directors may be filled by the [board]remaining directors for the unexpired term at aregular meeting after the vacancy occurs or as oth-erwise provided in the bylaws of the [banking] insti-tution or Oregon stock savings bank.

SECTION 33. ORS 707.740 is amended to read:707.740. The board of directors of a banking in-

stitution shall annually appoint an examining or au-dit committee composed solely of not fewer thanthree outside directors of the banking institution[who are not active officers of the bankinginstitution] or not fewer than three other [personswho are approved by] individuals who the Directorof the Department of Consumer and Business Ser-vices approves. The examining or audit committeeshall examine and study the report of each exam-ination that bank supervising authorities make andreport to the board of directors within 60 days afterreceiving the report concerning the criticisms andsuggestions contained in the report [and]. The ex-amining or audit committee shall also commenton any matter relative to the affairs of the bankinginstitution that in the [audit] committee’s judgment[should be known to the directors] the directorsshould know. The report must be recorded in theminute book of the banking institution, and a copymust be transmitted to the Director of the De-partment of Consumer and Business Servicesupon the director’s request.

SECTION 34. ORS 708A.010 is amended to read:708A.010. (1) Notwithstanding any provision of

the Bank Act to the contrary, Oregon commercialbanks [are authorized to] may:

15


(a) Engage as principal or agent in [those] ac-tivities in which national banks may engage asprincipal or agent and acquire and retain [those]investments that national banks may acquire andretain, subject to conditions and restrictions thatapply to national banks; and

(b) Engage as principal or agent in [those] ac-tivities and acquire and retain [those] investmentsthat are permissible for state chartered banks under12 C.F.R. 362.3(b) and 12 C.F.R. 362.4(c), subject toconditions and restrictions provided in 12 U.S.C.1831a, 12 C.F.R. 362, and other applicable federallaw.

(2) Notwithstanding any provision of the BankAct to the contrary, subsidiaries of Oregon commer-cial banks [are authorized to] may:

(a) Engage as principal or agent in [those] ac-tivities in which subsidiaries of national banks mayengage as principal or agent and acquire and retain[those] investments that subsidiaries of nationalbanks may acquire and retain, subject to conditionsand restrictions that apply to subsidiaries of nationalbanks; and

(b) Engage as principal or agent in [those] ac-tivities and acquire and retain [those] investmentsthat are permissible for subsidiaries of state char-tered bank subsidiaries under 12 C.F.R. 362.3(b) and12 C.F.R. 362.4(c), subject to conditions and re-strictions provided in 12 U.S.C. 1831a, 12 C.F.R. 362,and other applicable federal law.

(3) Activities and investments [referred to] de-scribed in subsections (1) and (2) of this section thatrequire notice to or approval of the Comptroller ofthe Currency [shall not require such notice or ap-proval but shall require] do not require Oregoncommercial banks or subsidiaries of Oregoncommercial banks to give notice to or obtainapproval from the Comptroller of the Currency,but Oregon commercial banks or subsidiaries ofOregon commercial banks shall give notice to orobtain approval [of] from the Director of the De-partment of Consumer and Business Services. Forpurposes of this section, references in federal stat-utes, regulations and other authorities that prescribethe permissible activities and investments of na-tional banks and subsidiaries of national banks[shall be deemed] refer whenever practicable [to re-fer] to comparable provisions of Oregon law. The di-rector may approve an activity or investment thatrequires [director] the director’s approval, subjectto such conditions as the director deems appropriate.

(4) The purpose of this section is to grant Ore-gon commercial banks and [their] subsidiaries ofOregon commercial banks all investment and ac-tivity power and authority, as principal or agent,permitted state chartered banks under federal law.

SECTION 35. ORS 708A.125 is amended to read:708A.125. (1) [Upon the written application of the

board of directors filed with the Director of the De-partment of Consumer and Business Services andsubject to the written approval of the director and anylimitations the director may prescribe,] An institution

may carry fully paid and nonassessable capital stockof or membership interest in any other corpo-ration or limited liability company as an asset, if:

(a) The institution’s board of directors ap-plies in writing to the Director of the Depart-ment of Consumer and Business Services;

(b) The director approves the application inwriting;

(c) The institution obeys any limitations thedirector specifies in the director’s approval; and

(d) The institution acquires the stock ormembership interest [is acquired] for the purposeof strengthening the institution’s capital structureor [the elimination of] eliminating undesirable as-sets.

(2) The institution may hold the stock ormembership interest [may be held for such period]as long as the director may determine, but in noevent longer than 15 years.

(3) This section [is not applicable] does not ap-ply to any stock or membership interest that [maybe acquired] an institution may acquire in con-nection with [the insurance of] insuring deposits,[any stock that may be acquired] under ORS708A.120, or [any stock that may be purchased] in apurchase as a part of any transaction in which aninstitution borrows from the United States or anagency of the United States. This section does notrepeal or in any way limit or modify ORS 711.470.

SECTION 36. ORS 708A.145 is amended to read:708A.145. (1) A bank service corporation may

perform any of the following services for financialinstitutions:

(a) Check and deposit sorting and posting;(b) [Computation] Computing and posting [of]

interest and other credits and charges;(c) [Preparation] Preparing and mailing [of]

checks, statements, notices and similar items; or(d) Any other clerical, bookkeeping, accounting,

statistical or similar functions [performed for a fi-nancial institution].

(2) In addition to the services that [may be per-formed by] a bank service corporation may performfor financial institutions under subsection (1) of thissection, a bank service corporation:

(a) May perform for any person any service that[may lawfully be performed by all] any shareholdersof the bank service corporation or any holdingcompany or subsidiary of the shareholder maylawfully perform, [or by any holding company orsubsidiary of any such shareholder,] except that abank service corporation [shall] may not [take de-posits] engage in the business of banking.

(b) [With respect to the sale of insurance, shallbe] Is subject to the limitations with respect toselling insurance that apply [applicable] to deposi-tory institutions under ORS 746.213 to 746.219. Forthe purpose of this paragraph, “depository institu-tion” has the meaning given that term in ORS746.213.

(3) A banking institution may not cause to beperformed, by contract or otherwise, any of the ser-

16


vices described in subsection (1) of this section for[itself] the banking institution, whether on or off[its] the banking institution’s premises, unless [as-surances satisfactory to the Director of the Depart-ment of Consumer and Business Services arefurnished to the director by] both the banking insti-tution and the person [performing] that performsthe services give a satisfactory assurance to theDirector of the Department of Consumer andBusiness Services that the director may regulateand examine the performance of the services [willbe subject to regulation and examination by the di-rector] to the same extent as if the banking insti-tution performed the services [were performed bythe banking institution itself on its] on the bankinginstitution’s own premises.

(4) The director may regulate and examine theperformance of the services described in subsection(1) of this section for financial institutions, and mayregulate and examine a bank service corporation’sperformance [the performance by bank service cor-porations] of the services described in subsection (2)of this section.

SECTION 37. ORS 708A.155 is amended to read:708A.155. (1) [Upon the approval of] If the Di-

rector of the Department of Consumer and BusinessServices approves, and subject to rules[promulgated by the director pursuant to] the direc-tor adopts in accordance with ORS 183.310,183.315, 183.330, 183.335 and 183.341 to 183.410, aninstitution may invest [an amount not exceeding inthe aggregate 10 percent of its stockholders’ equity]not more than 10 percent, in the aggregate, ofthe stockholders’ equity in the institution in thestock of banks or corporations that are charteredor incorporated under the laws of the United Statesor [of any other] another state. [Such] The banksor corporations [shall] in which the institutionmay invest under this section must be principallyengaged in international or foreign banking, orbanking in a dependency or insular possession of theUnited States, either directly or through the agency,ownership or control of local institutions in foreigncountries, or in such dependencies or insular pos-sessions, including the stock of one or more banksor corporations chartered or incorporated undersection 25(a) of the Federal Reserve Act, as approvedDecember 24, 1919.

(2) An institution shall [file with the] apply tothe director [an application] for permission to exer-cise the powers established in subsection (1) of thissection. The application shall specify the name, thestockholders’ equity [of] in the institution filing [it,]the application, the powers [applied] for which theinstitution is applying and the place or placeswhere the banking operations are to be carried on.

(3) The director may approve [or reject] the ap-plication, in whole or in part, or may disapprovethe application if [the] the director believes thatgranting [of the application] approval is [considered]inexpedient. The director may increase or decrease

the number of places where the banking operationsmay be carried on.

(4) Before an institution may purchase stock inany bank or corporation [mentioned] described insubsection (1) of this section, the bank or corpo-ration shall agree to restrict [its] the bank’s orcorporation’s operations or conduct [its] thebank’s or corporation’s business in the mannerand under the limitations prescribed by the directorfor the places in which the business is to be con-ducted.

(5) If the director determines that a bank orcorporation is not complying with the limitationsthe director prescribed [are not being compliedwith], the director may investigate the matter. Ifthe investigation shows that the bank or corpo-ration, or the institution holding stock in the bankor corporation, has not complied with the limita-tions, the director may require the institution todispose of stock holdings in the bank or corpo-ration.

(6) An institution [investing] that invests in thecapital stock of banks or corporations[,] as providedin subsection (1) of this section[,] shall furnish in-formation concerning the condition of the banks orcorporations to the director upon demand[, and].The director may order special examinations of thebanks or corporations.

SECTION 38. ORS 708A.160 is amended to read:708A.160. A banking institution may, subject to

the approval of the Director of the Department ofConsumer and Business Services, acquire and con-tinue to hold a membership in or the fully paid stockof a limited liability company or corporation thatis created to establish and operate ATM facilities.

SECTION 39. ORS 708A.165 is amended to read:708A.165. (1) [Any] An Oregon commercial bank

may subscribe to the capital stock and become amember of a Federal Reserve Bank.

(2) An Oregon commercial bank that is a mem-ber of a Federal Reserve Bank is subject to supervi-sion and examination [required by] under the lawsof this state. The Federal Reserve Board may alsoexamine [such] the Oregon commercial [banks]bank. The authorities of this state [having] thathave supervisory authority over an Oregon com-mercial bank may disclose to the Federal ReserveBoard, or to examiners [appointed by it] that theFederal Reserve Board appoints, all information[in reference to] the authorities of this state haveabout the affairs of any Oregon commercial bankthat has become, or desires to become, a member ofa Federal Reserve Bank.

(3) An Oregon commercial bank that is a mem-ber bank and [its] the directors, principal officersand stockholders of the Oregon commercial bankare subject to all liabilities and duties [imposed uponthem by] that the laws of this state impose upondirectors, officers and stockholders of Oregoncommercial banks.

17


SECTION 40. ORS 708A.180 is amended to read:708A.180. An Oregon commercial bank may ac-

quire and lease personal property at the request ofa lessee [who] that wishes to lease [it] the personalproperty upon terms [requiring payment, during theminimum period of the lease, of rents which exceedthe total expenditures by the Oregon commercial bankin the acquisition, ownership, financing and pro-tection of the property] that require paying rents.Rents may include residual values, the payment ofwhich [is guaranteed by] a responsible third partyguarantees.

SECTION 41. ORS 708A.195 is amended to read:708A.195. (1) An institution shall promptly dis-

pose of real and personal property that the institu-tion [is not authorized to] may not own or holdunder the Bank Act.

(2) An institution shall sell or exchange realestate [acquired by an] that the institution [pursu-ant to] acquires in accordance with ORS 708A.175(3) and (4) [shall be sold or exchanged] for other realestate within 10 years after title has vested in thereal estate, unless the Director of the Departmentof Consumer and Business Services extends the time.Title vests for purposes of this section on the datethe institution [is first entitled to receive] receives adeed to the real estate. An institution may not ex-change real estate for other real estate without thedirector’s prior written consent. An institution mayhold real estate [taken] the institution takes in ex-change for other real estate for a period of time thatthe director fixes, not to exceed 10 years from thedate of the exchange.

(3) An institution shall promptly dispose of per-sonal property the institution acquires under ORS708A.175 (3).

SECTION 42. ORS 708A.250 is amended to read:708A.250. Except as specifically limited by the

Bank Act and other applicable law, [institutions]Oregon commercial banks have the general powerto loan money upon terms and conditions that areconsistent with safe and sound banking practices.

SECTION 43. ORS 708A.255 is amended to read:708A.255. (1) Except as otherwise provided in

this section, [there is no limitation on] the rate ofinterest or [on] the amount of other charges that afinancial institution may contract for and receive fora loan or use of money is not subject tolimitation.

(2) If a borrower repays before maturity aloan [made by a financial institution is repaid beforematurity, the] that an Oregon commercial bankmade, the Oregon commercial bank shall refundor credit to the borrower as provided in thissubsection the unearned portion of the charges, ifany[, shall be refunded or credited to the borrower asprovided in this subsection]. The amount of the re-fund [shall] may not be less than the total interestcontracted for to maturity, less the greater of:

(a) Ten percent of the amount financed, or $75,whichever is less; or

(b) The interest earned to the installment duedate nearest the date of prepayment, computed byapplying the simple interest rate of the loan to theactual principal balances outstanding, for the peri-ods of time the balances were actually outstanding.For purposes of [rebate] computations under thisparagraph, the installment due date [preceding] thatprecedes the date of prepayment [shall be consideredto be] is nearest if prepayment occurs 15 days or lessafter that installment date. If prepayment occursmore than 15 days after the preceding installmentdue date, the next succeeding installment due date[shall be considered to be] is nearest the date ofprepayment. In determining the simple interest rate,[the lender] an Oregon commercial bank may ap-ply to the scheduled payments the actuarial method,by which each scheduled payment is applied first toaccrued and unpaid interest and any amount re-maining is applied to [reduction of] reduce the prin-cipal balance.

(3) Any installment of an installment loan orpayment under an open-end credit arrangement that[is not paid] the borrower does not pay when due[shall continue] continues to bear interest untilpaid. In addition, if the borrower does not pay theinstallment or payment [is not paid] when due, theinstallment or payment may bear a late charge in[such] an amount [as is agreed to by the lender] towhich the Oregon commercial bank and the bor-rower agree. [However,] Except for loans secured byreal property, [the lender] an Oregon commercialbank may impose a late charge only if:

(a) The Oregon commercial bank does notreceive the installment or payment [is not receivedby the lender] within 10 days after the due date or,if the open-end credit arrangement is a credit cardaccount, the Oregon commercial bank does notreceive the payment [is not received by the lender]on or before the due date;

(b) The loan agreement or open-end credit ar-rangement provides for a late charge upon delin-quent installments or payments; and

(c) The Oregon commercial bank provides amonthly billing, coupon or notice [is provided by thelender disclosing] that discloses the date on whichinstallments or payments are due and states thatthe Oregon commercial bank may impose [that]a late charge [may be imposed] if:

(A) The Oregon commercial bank does notreceive payment [is not received by the lender]within 10 days [thereafter] after the date on whichthe installment or payment is due; or[,]

(B) In the case of an open-end credit arrange-ment that is a credit card account, [that a latecharge may be imposed if payment is not received bythe lender] the Oregon commercial bank does notreceive payment on or before the date on whichthe payment is due. [However,] If the [lender] Ore-gon commercial bank and the borrower have pro-vided in the note or other written loan agreementthat the borrower will make payments on the loan

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[shall be made by the] by means of automatic de-ductions from a deposit account [maintained by] thatthe borrower maintains, this paragraph does notrequire the Oregon commercial bank [the lendershall not be required] to provide the borrower witha monthly billing, coupon or notice [under this par-agraph with respect to] on any occasion [on] inwhich [there are] insufficient funds are in theborrower’s account to cover the amount of a loanpayment on the date the loan payment becomes dueand within the periods described in paragraph (a) ofthis subsection.

SECTION 44. ORS 708A.260 is amended to read:708A.260. An [institution] Oregon commercial

bank [shall] may not accept [as collateral its owncapital stock, except where] the Oregon commercialbank’s own capital stock as collateral unless[the] taking [of such] the Oregon commercialbank’s own stock as collateral is necessary to pre-vent loss upon an indebtedness previously contractedin good faith. If [such] the indebtedness is not paidin full within six months [from] after the date[such] on which the Oregon commercial banktook the stock [was taken] as collateral, the Oregoncommercial bank shall sell the stock [shall be]promptly [sold by the institution].

SECTION 45. ORS 708A.265 is amended to read:708A.265. An [institution shall] Oregon com-

mercial bank may not accept or hold as loancollateral in the aggregate more than 25 percent ofthe capital stock of any other insured stock institu-tion.

SECTION 45a. ORS 708A.275 is amended toread:

708A.275. (1) [A financial institution] An Oregonbank shall file a notice with the Director of theDepartment of Consumer and Business Serviceswithin 30 days [of] after establishing a loan pro-duction office in this state or in another state. Thenotice [shall] must include:

(a) The name of the [financial institution] Ore-gon bank and the address of the main office;

(b) The name and address of the loan productionoffice; and

(c) The name and address of the officer of the[financial institution] Oregon bank who is respon-sible for loan production office activities.

(2) An Oregon bank shall file a notice [shallbe filed] under subsection (1) of this section foreach loan production office [in this state].

(3) Each notice [filed] that an Oregon bankfiles under subsection (1) of this section [shall]must be:

(a) Accompanied by a nonrefundable fee of $100.(b) Amended [when there is] if a material change

occurs in the information the Oregon bank pro-vided [pursuant to] under subsection (1) of this sec-tion. [No] A fee is not required for amendments.

(4) [A financial institution] An Oregon bankshall notify the director of the closure of a loan

production office [in this state], the date of closureand the disposition of any records previously main-tained at the loan production office [subject to clo-sure]. [No] A fee is not required for a notice ofclosure.

SECTION 46. ORS 708A.410 is amended to read:708A.410. (1) Within the limits established under

applicable federal statutes and regulations, an Ore-gon commercial bank that receives savings accountsshall prescribe by the Oregon commercial bank’sbylaws or by contract with the Oregon commercialbank’s depositors, the time and conditions on which[repayment is to be made to] the Oregon commer-cial bank repays depositors or makes a repay-ment to the depositors’ order.

(2) [A bank] An Oregon commercial bank mayrequire 30 days’ notice to withdraw any sum up to$5,000, 90 days’ notice to withdraw any sum over$5,000 and not over $50,000, and 180 days’ notice towithdraw any sum over $50,000. The bank may limit,in the aggregate, withdrawals during a specifiedtime period to the amount designated for the timeperiod.

(3)(a) Except for negotiable orders of withdrawaland similar deposit accounts, withdrawal from whichis [made] subject to check, negotiable order ofwithdrawal or similar instrument, and except forinadvertent overdrafts, an Oregon commercial bankmay not knowingly permit a depositor to overdrawthe depositor’s savings account.

(b) As used in paragraph (a) of this subsection,“inadvertent overdraft” means an overdraft that:

(A) [Is] The Oregon commercial bank doesnot expressly [permitted or provided] permit orprovide for in [the] bylaws or a deposit contract [ofthe Oregon commercial bank];

(B) Results from events or circumstances beyondthe Oregon commercial bank’s reasonable control;and

(C) Is eliminated within 14 days after the Oregoncommercial bank becomes aware of the overdraft.

SECTION 47. ORS 708A.420 is amended to read:708A.420. (1) If an Oregon commercial bank

changes the terms, service charges or conditions forwithdrawal of any deposit account, the Oregon com-mercial bank shall notify the depositor in writingbefore the change is effective. If an Oregon com-mercial bank decreases the interest rate on any de-posit account, other than an account that by itsterms provides for a floating, variable or indexedrate of interest, the Oregon commercial bank shallnotify the depositor in writing before the change iseffective. With respect to deposit accounts [that bytheir] for which the terms provide for a floating,variable or indexed rate of interest, the Oregoncommercial bank [shall not be required to] need notgive notice to the depositor concerning changes inthe interest rate other than by means of accountstatements [provided] the Oregon commercialbank provides to the depositor in the ordinarycourse, not less than once each calendar quarter.

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[Any notice required by this section may be given tothe depositor in person or sent to the depositor byregular mail at the last address shown on the Oregoncommercial bank’s deposit account records. In thecase of] For accounts [held in the names of] that twoor more depositors hold, the Oregon commercialbank may give or send the notice to any of thedepositors. An Oregon commercial bank may no-tify a depositor under this section:

(a) In person;(b) By sending the notice by regular mail to

the last address shown in the Oregon commer-cial bank’s deposit account records; or

(c) By sending the notice electronically inaccordance with an agreement the depositor haswith the Oregon commercial bank, provided thatthe Oregon commercial bank complies with alllaws and regulations that apply to electronicconsumer notices.

(2) The provisions of subsection (1) of this sec-tion [shall] do not apply to any change in the inter-est rate payable upon an account as described inORS 86.245.

SECTION 48. ORS 708A.425 is amended to read:708A.425. Any deposit [to a financial institution]

in an Oregon commercial bank made to an ac-count in the name of a minor [shall] must be heldfor the exclusive right and benefit of the minor freefrom the control or lien of all other persons, exceptother parties to the account and creditors, and[shall] must be paid, in accordance with the termsof the account, together with any interest [thereon]on the deposit, to or upon the order of the minor.

SECTION 49. ORS 708A.430 is amended to read:708A.430. (1) On the death of a depositor of [a

financial institution] an insured institution, if thedeposit is $25,000 or less, the [financial institutionmay] insured institution, [upon receipt of] afterreceiving an affidavit [from the person claiming thedeposit] as provided in subsection (2) of this sectionfrom a person that claims the deposit, may paythe moneys on deposit to the credit of the deceaseddepositor, in the following order of priority, to:

(a) [To] The surviving spouse [on demand of] atthe surviving [spouse] spouse’s demand at any timeafter the depositor’s death [of the depositor];

(b) [If there is no surviving spouse, to] The Ore-gon Health Authority or the Department of HumanServices, [on demand of the authority or the depart-ment no] if the authority or the department de-mands the payment not less than 46 days and nomore than 75 days from the death of the depositor[when there is a] if the depositor does not have asurviving spouse and if the authority or depart-ment has a preferred claim [arising] under ORS411.708, 411.795 or 416.350;

(c) [If there is no surviving spouse and no au-thority or department claim, to] The depositor’s sur-viving children 18 years of age or older, if thedepositor does not have a surviving spouse and

the authority and department do not have aclaim;

(d) [If there is no surviving spouse, authorityclaim, department claim or surviving child 18 yearsof age or older, to] The depositor’s surviving[parents] parent, if the depositor does not have asurviving spouse or surviving child 18 years ofage or older and if the authority and departmentdo not have a claim; or

(e) [If there is no surviving spouse, authorityclaim, department claim, surviving child 18 years ofage or older or surviving parent, to] The depositor’ssurviving brothers and sisters 18 years of age orolder, if the depositor does not have a survivingspouse, surviving child 18 years of age or olderor surviving parent and the authority and de-partment do not have a claim.

(2) The affidavit [shall] must:(a) State where and when the depositor died;(b) State that the total deposits of the deceased

depositor in all financial institutions in Oregon donot exceed $25,000;

(c) Show the relationship of the affiant to thedeceased depositor; and

(d) Embody a promise to pay the expenses of lastsickness, funeral expenses and just debts of the de-ceased depositor out of the deposit to the full extentof the deposit if necessary, in the order of priorityprescribed by ORS 115.125, and to distribute any re-maining moneys to the persons [who] that are enti-tled to [those] the moneys by law.

(3) In the event the depositor died intestatewithout known heirs, an estate administrator of theDepartment of State Lands appointed under ORS113.235 [shall be] is the affiant and shall receive themoneys as escheat property.

(4) The [financial institution] insured institu-tion shall determine the relationship of the affiantto the deceased depositor[. However, payment of],but paying the moneys in good faith to the affiantdischarges and releases the [transferor] insured in-stitution from any liability or responsibility for thetransfer in the same manner and with the same ef-fect as if the insured institution transferred, de-livered or paid the moneys [property had beentransferred, delivered or paid] to a personal repre-sentative of the estate of the deceased depositor.

(5) A probate proceeding is not necessary to es-tablish the right of the surviving spouse, authority,department, surviving child, surviving parent, sur-viving brothers and sisters or an estate administra-tor of the Department of State Lands to withdrawthe deposits [upon the] after filing [of] the affidavit.If a personal representative is appointed in an estatewhere a withdrawal of deposits was made under thissection, the person [withdrawing] that withdrawsthe deposits shall account for [them] the deposits tothe personal representative.

(6) [When a financial institution] If an insuredinstitution transfers moneys under subsection (1) ofthis section, the [transferor] insured institutionmay require the transferee to furnish the[transferor] insured institution with a written

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indemnity agreement[, indemnifying the transferor]that indemnifies the insured institution againstloss for moneys [paid] the insured institutiontransferred to the extent of the amount of the de-posit.

(7) This section is subject to the rights of otherparties in the account under ORS 708A.455 to708A.515.

SECTION 50. ORS 708A.435 is amended to read:708A.435. (1) An [Oregon operating] insured in-

stitution shall [be obligated to] recognize an adverseclaim to a deposit [it] the insured institution holdsonly if the adverse claimant gives notice to the [Or-egon operating] insured institution of [its] the ad-verse claim and:

(a) Procures a restraining order, injunction orother appropriate process against the [Oregon oper-ating] insured institution in an action wherein theperson to whose credit the deposit stands is made aparty and served with summons; or

(b) Delivers to the [Oregon operating] insuredinstitution in a form, and with sureties acceptableto the [Oregon operating] insured institution, a bondor an irrevocable letter of credit [issued by an] thatanother insured institution[, as defined in ORS706.008, indemnifying] has issued to indemnify the[Oregon operating] insured institution from any li-ability, damage and expenses [on account of the pay-ment of] that may arise from paying the adverseclaim or [the dishonor of] dishonoring the check orother order of the person to whose credit the depositstands.

(2) This section does not apply [where] if theperson in whose name the account is carried is afiduciary for the adverse claimant, and the affidavitof the adverse claimant states the facts constitutingthe fiduciary relationship and the facts showingreasonable cause [of] for the claimant’s belief [onthe part of the claimant] that the fiduciary is aboutto misappropriate the deposit.

(3) An [Oregon operating] insured institutionmay, at [its] the insured institution’s option,interplead a deposit that is subject to an adverseclaim.

SECTION 51. ORS 708A.440 is amended to read:708A.440. If a person who owns a deposit ac-

count subject to check authorizes another person asagent to draw checks against the account, the [fi-nancial] insured institution, in the absence of writ-ten notice to the contrary, may presume that anycheck [drawn by] the agent draws in the manner[authorized by] that the terms and conditions of theaccount authorize, including [checks drawn to thepersonal order of] a check the agent draws to theagent’s personal order, is [drawn] for a purpose[authorized by] that the principal authorizes and iswithin the scope of the authority conferred upon theagent.

SECTION 52. ORS 708A.445 is amended to read:

708A.445. An [Oregon commercial bank or a na-tional bank] insured institution may refuse to payany check, draft or order drawn upon [it when] theinsured institution if the officers or employees ofthe [bank] insured institution have reason to be-lieve that the person signing or indorsing the in-strument was the victim of financial exploitation,as defined in ORS 124.050, or was so under theinfluence of liquor, drugs or controlled substancesor [that the person is] otherwise so incapacitated asto make it reasonably doubtful whether the personwas capable of transacting business at the timeof signing or indorsing the check, draft or order[capable of transacting business].

SECTION 53. ORS 708A.455 is amended to read:708A.455. As used in ORS 708A.455 to 708A.515,

unless the context requires otherwise:(1)(a) “Account” means a contract of deposit of

funds between a depositor and [a financial] an in-sured institution[, and].

(b) “Account” includes a checking account,savings account[,] or certificate of deposit [andshare account].

(2) “Beneficiary” means a person named in atrust account as one for whom a party to the ac-count is named as trustee.

(3) “Joint account” means an account payable onrequest to one or more of two or more parties,[whether or not mention is made of any] with orwithout a right of survivorship.

(4)(a) “Multiple-party account” means a jointaccount, a P.O.D. account or a trust account.

(b) “Multiple-party account” does not include:(A) Accounts established [for] to deposit [of]

funds of a partnership, joint venture or other asso-ciation for business purposes[, or];

(B) Accounts [controlled by one or more persons]that a person controls as the duly authorizedagent or trustee for a corporation, limited liabilitycompany, unincorporated association, charitable orcivic organization; or

(C) A regular fiduciary or trust account [where]in which the relationship is established other thanby deposit agreement.

(5) “Net contribution” of a party to a joint ac-count as of any given time means:

(a) The sum of all deposits [thereto] to the jointaccount made by or for the party, less all with-drawals made by or for the party that have not beenpaid to or applied to the use of any other party, plusa pro rata share of any interest or dividends in-cluded in the current balance[. The term includes, inaddition,]; and

(b) Any proceeds of deposit life insurance addedto the account by reason of the death of the partywhose net contribution is in question.

(6) “Party” means:(a) A person [who] that, by the terms of [the] a

multiple-party account, has a present right, subjectto request, to payment from [a multiple-party] theaccount[.];

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(b) A P.O.D. payee or beneficiary of a trust ac-count [is a party only after] if the account becomespayable to the payee or beneficiary by reason of thepayee’s or beneficiary’s surviving the original partyor trustee[. Unless the context requires otherwise,“party” includes];

(c) A guardian, conservator, personal represen-tative or assignee, including an attaching creditor,of a party[. “Party” also includes]; or

(d) A person identified as a trustee of an ac-count for another whether or not a beneficiary isnamed, [but it does not include any] other than anamed beneficiary, unless the named beneficiary hasa present right of withdrawal.

(7) “Payment” [of sums on deposit includes with-drawal, payment] means withdrawing, paying oncheck or [other] otherwise paying sums on depositat a party’s directive [of a party, and any pledgeof], a party’s pledging sums on deposit [by a party]and any setoff, reduction or other disposition of allor part of an account [pursuant to] in accordancewith a pledge.

(8) “P.O.D. account” means an account payableon request to one person during the person’s life-time [of the person] and, on the person’s death, [ofthe person] to one or more P.O.D. payees, or to oneor more persons during [their] the persons’ lifetimesand on the death of all of [them] the persons to oneor more P.O.D. payees.

(9) “P.O.D. payee” means a person designated ona P.O.D. account as [one] a person to whom theaccount is payable on request after the death of [oneor more persons] another person.

(10) “Request” means a proper request for with-drawal, or a check or order for payment, that com-plies with all conditions of [the] an account,including special requirements concerning necessarysignatures and regulations of the [financial] insuredinstitution. [If the financial institution conditionswithdrawal or payment on advance notice, for pur-poses of ORS 708A.455 to 708A.515, the request forwithdrawal or payment is treated as immediately ef-fective and a notice of intent to withdraw is treatedas a request for withdrawal.]

(11) “Sums on deposit” means the balance pay-able on a multiple-party account, including interest,dividends and[, in addition,] any deposit life insur-ance proceeds added to the account by reason of[the] a party’s death [of a party].

(12)(a) “Trust account” means an account in thename of one or more parties as trustee for one ormore beneficiaries [where] in which the relationshipis established by the form of the account and thedeposit agreement with the [financial] insured insti-tution, and [there is no subject of] the trust has nosubject other than the sums on deposit in theaccount[. It is not essential that] whether or notthe deposit agreement provides for payment tothe beneficiary [be mentioned in the deposit agree-ment].

(b) [A trust account] “Trust account” does notinclude a regular trust account under atestamentary trust or a trust agreement that has

significance apart from the account, or a fiduciaryaccount arising from a fiduciary relationship suchas attorney-client.

(13) “Withdrawal” [includes] means payment toa party or to a third person [pursuant to] by checkor [other] otherwise at a party’s directive [of aparty].

SECTION 54. Section 55 of this 2015 Act isadded to and made a part of ORS 708A.455 to708A.515.

SECTION 55. If an insured institution condi-tions withdrawal or payment on advance notice,for purposes of ORS 708A.455 to 708A.515, a re-quest for withdrawal or payment is immediatelyeffective and a notice of intent to withdraw is arequest for withdrawal.

SECTION 56. ORS 708A.460 is amended to read:708A.460. The provisions of ORS 708A.465 to

708A.475 concerning beneficial ownership as be-tween parties, or as between parties and P.O.D.payees or beneficiaries of multiple-party accounts,[are relevant] apply only to controversies between[those persons] the parties, the P.O.D. payees orthe beneficiaries and [their] the creditors and othersuccessors of the parties, P.O.D. payees or bene-ficiaries, and [have no bearing on] do not apply tothe power of withdrawal [of those persons as deter-mined by] that a party, P.O.D. payee or benefici-ary has under the terms of account contracts. Theprovisions of ORS 708A.485 to 708A.510 govern theliability of [financial] insured institutions that makepayments [pursuant thereto] under ORS 708A.485 to708A.510, and [their] an insured institution’s setoffrights.

SECTION 57. ORS 708A.470 is amended to read:708A.470. (1) Sums [remaining] that remain on

deposit in [a bank] an insured institution at thedeath of a party to a joint account are rebuttablypresumed to belong to the surviving party or partiesas against the estate of the decedent. If [there are]two or more [surviving] parties survive, [their] eachparty’s respective [ownerships] ownership during[their lifetimes shall] the party’s lifetime must bein proportion to [their] the party’s previous owner-ship [interests] interest under ORS 708A.465, aug-mented by an equal share for each [survivor]surviving party of any interest the decedent mayhave owned in the account immediately beforedeath. The right of survivorship continues betweenthe surviving parties.

(2) If the account is a P.O.D. account:(a) On the death of one of two or more original

parties, subsection (1) of this section governs therights to any sums [remaining] that remain on de-posit [are governed by subsection (1) of this section].

(b) On the death of the sole original party or thesurvivor of two or more original parties, any sums[remaining] that remain on deposit belong to theP.O.D. payee or payees, if [surviving] a P.O.D.

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payee or payees survive, or to the remainingP.O.D. payee or payees if one or more P.O.D.payees die [survivor of them if one or more die] be-fore the original party. If two or more P.O.D. payeessurvive, [there is no] a remaining P.O.D. payeedoes not have a right of survivorship [in the eventof death of a] after one of the P.O.D. [payee there-after] payees dies unless the terms of the accountor deposit agreement expressly provide forsurvivorship [between them] among remainingP.O.D. payees.

(3) If [the] an account is a trust account:(a) On the death of one of two or more trustees,

subsection (1) of this section governs the rightsto any sums [remaining] that remain on deposit [aregoverned by subsection (1) of this section].

(b) On the death of the sole trustee or the sur-vivor of two or more trustees, any sums [remaining]that remain on deposit belong to the person orpersons named as beneficiaries, if [surviving] a ben-eficiary or beneficiaries survive, or to the [survi-vor of them if one or more die] remainingbeneficiary if one or more beneficiaries die beforethe trustee, unless [there is] clear and convincingevidence exists of a contrary intent. If two or morebeneficiaries survive, [there is no] a remainingbeneficiary does not have a right of survivorship[in event of death of any beneficiary thereafter] afterone of the beneficiaries dies unless the terms ofthe account or deposit agreement expressly providefor survivorship [between them] among remainingbeneficiaries.

(4) [In other cases,] Except as otherwise pro-vided in this section, the death of any party to amultiple-party account [has no effect on] does notaffect the beneficial ownership of the account,other than to transfer the rights of the decedent aspart of the decedent’s estate [of the decedent].

(5) A will may not change a right ofsurvivorship [arising] that arises from the expressterms of the account or under this section, a benefi-ciary designation in a trust account, or a P.O.D.payee designation[, cannot be changed by will].

(6) The rebuttable presumption under subsection(1) of this section may be overcome by evidence es-tablishing that:

(a) The deceased party intended a different re-sult; or

(b) The deceased party lacked capacity when thejoint account was established.

(7) [A bank] An insured institution is not liable[for distributing sums remaining], with respect tosums that remain on deposit at the death of aparty to a joint account, for distributing the sumsto a surviving party or parties in accordance withthe account agreement unless, [prior to] before dis-tributing the sums to a surviving party or parties:

(a) The [bank] insured institution has receivednotice in writing of an adverse claim under ORS708A.435; and

(b) The adverse claimant proceeds as requiredunder ORS 708A.435.

SECTION 58. ORS 708A.475 is amended to read:708A.475. The provisions of ORS 708A.470 as to

rights of survivorship are determined by the form ofthe account at the death of a party. Subject to sat-isfaction of the requirements of the [financial] in-sured institution, the form of an account may bealtered by written order given by a party to the [fi-nancial] insured institution[. The order must besigned by a party, received by the financialinstitution] if the party signs the order and theinsured institution receives the order during theparty’s lifetime, and [not countermanded by other] ifthe party does not countermand the order withanother written order [of the same party] during theparty’s lifetime [of the party].

SECTION 59. ORS 708A.485 is amended to read:708A.485. [Financial institutions] An insured

institution may enter into a multiple-party [ac-counts] account to the same extent that [they] theinsured institution may enter into a single-party[accounts] account. The insured institution maypay any multiple-party account [may be paid], onrequest, to any one or more of the parties. [A finan-cial institution shall not be required to] An insuredinstitution need not inquire as to the source offunds [received] the insured institution receivesfor deposit to a multiple-party account, or [toinquire] as to the proposed application of any sumwithdrawn from an account, for purposes of estab-lishing net contributions.

SECTION 60. ORS 708A.490 is amended to read:708A.490. An insured institution may pay any

sums in a joint account [may be paid], on request,to any party without regard to whether any otherparty is incapacitated or deceased at the time theparty demands payment [is demanded. Paymentmay not be made to]. An insured institution maynot pay the personal representative or heirs of adeceased party unless proofs of death are presentedto the [financial] insured institution showing thatthe decedent was the last surviving party or unless[there is] no right of survivorship exists under ORS708A.470.


P.O.D. account [may be paid], on request, to any or-iginal party to the account. [Payment may bemade] The insured institution may pay, on re-quest, [to] the P.O.D. payee or [to] the personal rep-resentative or heirs of a deceased P.O.D. payee uponpresentation to the [financial] insured institution ofproof of death showing that the P.O.D. payee sur-vived all persons named as original parties. [Paymentmay be made to] The insured institution may paythe personal representative or heirs of a deceasedoriginal party if proof of death is presented to the[financial] insured institution showing that the de-cedent [was the survivor of] survived all other per-sons named on the account either as an originalparty or as P.O.D. payee.

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trust account [may be paid], on request, to any trus-tee. Unless the [financial] insured institution hasreceived written notice that the beneficiary has avested interest [not dependent] that does not de-pend upon the beneficiary’s surviving the trustee,[payment may be made to] the insured institutionmay pay the personal representative or heirs of adeceased trustee if proof of death is presented to the[financial] insured institution showing that the de-cedent [was the survivor of] survived all other per-sons named on the account either as trustee orbeneficiary. [Payment may be made] The insuredinstitution may pay, on request, [to] the benefici-ary upon presentation to the [financial] insured in-stitution of proof of death showing that thebeneficiary or beneficiaries survived all personsnamed as trustees.

SECTION 63. ORS 708A.505 is amended to read:708A.505. A payment [made pursuant to] that an

insured institution makes under ORS 708A.485,708A.490, 708A.495 or 708A.500 discharges the [fi-nancial] insured institution from all claims foramounts [so] the insured institution paid whetheror not the payment is consistent with the beneficialownership of the account as between parties, P.O.D.payees or beneficiaries, or [their] successors of theparties, P.O.D. payees or beneficiaries. The pro-tection given by this section does not extend topayments [made] an insured institution makes af-ter [a financial institution has received] receiving awritten notice from any party able to request pres-ent payment to the effect that withdrawals in ac-cordance with the terms of the account should notbe permitted. Unless the person that gives thenotice withdraws the notice [is withdrawn by theperson giving it], the successor of any deceased partymust concur in any demand for withdrawal [if thefinancial] in order for the protections that thissection provides to extend to the insured institu-tion [is to be protected under this section. No]. Anyother notice or [any other] information shown tohave been available to [a financial] an insured in-stitution [shall] does not affect [its] the insuredinstitution’s right to [the] protection [provided by]under this section. The protection [provided by]that this section [shall have no bearing on] providesdoes not affect the rights of parties in disputes be-tween [themselves] the parties or [their] theparties’ successors concerning the beneficial own-ership of funds in, or withdrawn from, multiple-partyaccounts.

SECTION 64. ORS 708A.510 is amended to read:708A.510. Without qualifying any other statutory

or common law right to setoff or lien and subject toany contractual provision, if a party to a multiple-party account is indebted to [a financial] an insuredinstitution, the [financial] insured institution has aright to setoff against the account in which theparty has or had [immediately before the death of the

party] a present right of withdrawal immediatelybefore the party’s death. The amount of the ac-count that is subject to setoff is [that] the propor-tion to which the debtor is, or was immediatelybefore the death of the debtor, beneficially entitledand, in the absence of proof of net contributions, toan equal share with all parties [having] that havepresent rights of withdrawal.

SECTION 65. ORS 708A.515 is amended to read:708A.515. [Nothing in] ORS 708A.455 to

708A.465[, 716.024, 723.426 or 723.432 shall] do notpreclude a party to an account from adding thename of another person to [such an] the accountwith the designation “agent.” [Such] The agent[shall have no] does not have a present or futureinterest in the sums on deposit in such account, butthe [financial] insured institution may honor re-quests from the agent for payment from [such] theaccount [by such agent], unless the principal is de-ceased at the time the agent requests the payment[is requested] and the [financial] insured institutionhas actual knowledge of [such] the principal’sdeath. [Payments] An insured institution’s pay-ment from [such] the account [by such financial in-stitution] at the agent’s request [of such agent shalldischarge such financial] discharges the insuredinstitution from all claims for amounts [so] the in-sured institution paid.

SECTION 66. ORS 708A.555 is amended to read:708A.555. Except as otherwise provided in the

Bank Act or other applicable law, institutions shallkeep books and records in accordance with [gener-ally accepted] accounting principles generally ac-cepted in the United States (GAAP), consistentlyapplied.

SECTION 67. ORS 708A.565 is amended to read:708A.565. An institution shall carry on the

institution’s books, at a value that does not ex-ceed 15 percent of the stockholders’ equity inthe institution, any investments in stock of ormembership interests in a company that engagesin activities in which a financial holding company,a bank holding company or a nonbanking subsidiaryof a financial holding company or bank holdingcompany could engage under ORS 708A.120 (4) [shallbe carried on the books of the institution at a valuenot exceeding 15 percent of the stockholders’ equity ofthe institution].

SECTION 68. ORS 708A.575 is amended to read:708A.575. An institution shall carry on the

institution’s books, at a value that does not ex-ceed $1, any investments in a corporation or lim-ited liability company that is engaged in thebusiness of purchasing the institution’s stock [of aninstitution] for purposes of holding and making amarket for [that] the stock [shall be carried on thebooks of the institution at a value not exceeding $1].

SECTION 69. ORS 708A.580 is amended to read:

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708A.580. (1) An institution may not carry onthe institution’s books, at a value in excess of20 percent of the institution’s capital, the aggre-gate amount of stock of or membership interestsin a corporation or limited liability company theinstitution acquired under ORS 708A.125 for thepurpose of strengthening the institution’s capital oreliminating undesirable assets [shall not be carriedon the books in excess of 20 percent of the institution’scapital].

(2) The institution each year shall amortizethe book value of the stock [shall be amortized] ormembership interests by not less than five percentof [its] the original book value [each year] of thestock or membership interests.

SECTION 70. ORS 708A.585 is amended to read:708A.585. An institution may not carry claims

against the estates of insolvent persons or deceasedor incompetent persons and judgments against anyperson [shall not be carried] as an asset [upon] onthe institution’s books [of an institution] for morethan two years, unless [a written extension of time isgranted by] the Director of the Department of Con-sumer and Business Services grants a written ex-tension of time. This section does not apply toloans [made] an institution makes to the personalrepresentative, guardian, conservator or trustee ofany estate.

SECTION 71. ORS 708A.595 is amended to read:708A.595. An institution may not carry

goods, as defined in ORS 79.0102, and chattels, asdefined in ORS 87.142, [owned by an] that the in-stitution owns on account [of the collection of its]of collecting the institution’s debts [shall not becarried on the books of an institution] on theinstitution’s books for more than two years after[the property was acquired] acquiring the goods orchattels, unless [such period is extended by] the Di-rector of the Department of Consumer and BusinessServices extends the two-year period.

SECTION 72. ORS 708A.600 is amended to read:708A.600. An institution shall charge off all

debts:(1) On which interest is past due and unpaid for

12 months, unless the debt is fully secured and inprocess of collection;

(2) That [are classified by] an examiner hasclassified as a [bad debt] loss; or

(3) Upon the instruction of the Director of theDepartment of Consumer and Business Services.

SECTION 73. ORS 708A.650 is amended to read:708A.650. (1) As used in this section:(a) “Bank” [includes] means any banking insti-

tution, out-of-state state bank, out-of-state federalbank, national bank or extranational institution[doing a] that engages in banking business in thisstate.

(b) “Banking day” means any day that is not anoptional bank holiday.

(c) “Emergency” means any condition or occur-rence [which] that may interfere with [the conductof] conducting normal business operations at oneor more of [the] a bank’s offices [of a bank], or[which] that poses an imminent or existing threatto the safety or security of persons or property.

(d) “Open for [the general conduct of] conductingbanking business” means the office or offices of abank are open to the public for carrying on sub-stantially all business functions of the bank.

(e) “Optional bank holiday” means:(A) Each Saturday and Sunday.(B) New Year’s Day on January 1.(C) Martin Luther King, Jr.’s birthday on the

third Monday in January.(D) Presidents Day on the third Monday in Feb-

ruary.(E) Memorial Day on the last Monday in May.(F) Independence Day on July 4.(G) Labor Day on the first Monday in September.(H) Columbus Day on the second Monday in Oc-

tober.(I) Veterans Day on November 11.(J) Thanksgiving Day on the fourth Thursday in

November.(K) Christmas Day on December 25.(2) [When] A bank may observe an optional

bank holiday, other than a Saturday, that falls on aSaturday[, the bank may observe the holiday either onthat day] on the Saturday or on the preceding Fri-day. [When] A bank may observe an optional bankholiday, other than a Sunday, that falls on aSunday[, the bank may observe the holiday either onthat day] on the Sunday or on the succeedingMonday.

(3) Except as otherwise provided in this section,[banks] a bank shall be open for [the general conductof] conducting banking business on each bankingday.

(4) Any bank may remain closed on any optionalbank holiday with respect to all or any of [its] thebank’s banking and other functions.

(5) Subject to any applicable federal law or reg-ulation, [an office of] a bank may [be closed] closean office for any part or all of a banking day if thetimes or days which the office is open are posted onthe premises of the office.

(6) [When] If the Director of the Department ofConsumer and Business Services determines that anemergency exists, the director may authorize [theclosing of] a bank to close the bank’s principal of-fice or branch [of any bank which may be affectedby] that the emergency affects. The office or branch[so closed] may remain closed until the director de-termines that the emergency has ended and for suchfurther time thereafter as the bank may reasonably[be required] require to prepare the office or branchto reopen.

(7) [When] If the officers of a bank determinethat an emergency exists [which] that affects theprincipal office or a branch of the bank, [they] theofficers may close the office or branch without thedirector’s approval [of the director] for a period not

25


to exceed 48 hours, excluding holidays, during thecontinuation of the emergency. A bank [closing]that closes an office or branch under this subsec-tion shall give prompt notice of [its] the bank’saction to the director, or in the case of a nationalbank, to the Comptroller of the Currency.

(8) The principal officers of a bank may close theprincipal office or any branch of the bank on anyday designated, by proclamation of the President ofthe United States or the Governor of this state, asa day of mourning, rejoicing, or other specialobservance.

(9) [When any] If an obligation that is payableat, by or through a bank falls due on a day on whichthe bank remains closed under this section, [it shallbe] the obligation is due and payable on the nextbanking day on which the bank is open. Any actauthorized, required or permitted to be performed at,by or with respect to any bank on a day on whichthe bank remains closed may be performed on thenext banking day on which the bank is open, [andno] without liability or a loss of rights of any kind[shall] as a result [from] of the closing.

SECTION 74. ORS 708A.990 is amended to read:708A.990. (1) An institution that violates[:][(a)] ORS 708A.560 shall forfeit a civil penalty in

an amount [determined by] the Director of the De-partment of Consumer and Business Services deter-mines that is [of] not more than $50,000.

[(b)] (2) An Oregon commercial bank that vi-olates ORS 708A.420 shall forfeit a civil penalty inan amount [determined by the director of] the direc-tor determines that is not more than $10,000. Inaddition, the director may revoke the Oregon com-mercial bank’s charter [of the violating institution].

[(2)] (3) All money forfeited under subsections (1)and (2) of this section shall be paid to the StateTreasurer [to be deposited] for deposit in the Con-sumer and Business Services Fund.

[(3)] (4) The director may recover a civil pen-alty [may be recovered] as provided in ORS 706.980.

SECTION 75. ORS 709.130 is amended to read:709.130. If the cash and securities [belonging]

that belong to any single fiduciary account exceedthe amount of [the] a trust company’s stockholders’equity or members’ equity, the court [appointing]that appoints the trust company to the position oftrust may require an indemnity bond from the trustcompany for the amount of cash and securities [ex-ceeding] that exceeds the stockholders’ equity ormembers’ equity.

SECTION 76. ORS 709.150 is amended to read:709.150. A trust company may:(1) Act as a fiscal or transfer agent of the United

States or of any state, county, municipality, politicalsubdivision or corporation, and in that capacity:

(a) Receive and disburse money;(b) Transfer, register and countersign certif-

icates of stock, bonds or other evidence of indebt-edness;

(c) Authenticate and certify [the] bonds and cer-tificates of indebtedness[,]; and

(d) Act as attorney-in-fact or agent of a personfor any lawful purpose.

(2) Lease, hold, purchase and convey any realproperty necessary or convenient in [the transactionof its] transacting trust business.

(3) Receive deposits of moneys, securities andother personal property in trust from any person andloan trust funds [on real or personal securities] thatare secured by real or personal property.

(4) Act as trustee under any mortgage or bondsand accept and execute any lawful municipal orcorporate trusts.

(5) Be appointed by a court and act as afiduciary.

(6) Accept and execute any lawful trust.(7) Rent receptacles for safe deposits of personal

property and receive personal property upon depositfor safekeeping.

(8) Purchase, invest in and sell bills of exchange,bonds and mortgages, and other evidences of indebt-edness.

(9) [In the management of trust properties,] Dis-count and negotiate promissory notes, drafts, billsof exchange and other evidences of debt in manag-ing trust properties, [and] accept for payment at afuture date drafts drawn upon [it] the trust com-pany and issue letters of credit authorizing [the]holders to draw drafts upon [it] the trust companyor [its] the trust company’s correspondents atsight or on time, not exceeding one year.

(10) Exercise all other powers given to trustcompanies under the Bank Act.

SECTION 77. ORS 709.175 is amended to read:709.175. (1) Except as provided in ORS 709.220,

subsection (2) of this section, or as [lawfully author-ized by] the instrument [creating] that creates thetrust relationship or [by] a court order authorizes,a trust company may not invest funds [held bya] that the trust company holds as fiduciary [shallnot be invested] in stock or obligations of, or prop-erty the trust company acquired from:

(a) The trust company or [its] the trustcompany’s directors, officers or employees;

(b) Individuals [connected to] affiliated with thetrust company or [its] the trust company’s direc-tors, officers or employees;

(c) Organizations in which the trust company or[its] the trust company’s directors, officers or em-ployees hold an interest;

(d) Affiliates of the trust company or [their] theaffiliates’ directors, officers or employees;

(e) Individuals with whom [there exists] thetrust company has an interest that might affectthe trust company’s exercising the trustcompany’s [exercise of the] best judgment [of thetrust company] in making the investment or acquir-ing the property; or

(f) Organizations in which [there exists] thetrust company has an interest [which] that mightaffect the trust company’s exercising [exercise of

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the] the trust company’s best judgment [of the trustcompany] in making the investment or acquiring theproperty.

(2) Subsection (1) of this section [shall] does notapply if the trust company invests funds [held by it]the trust company holds as fiduciary in any open-end or closed-end management type investment com-pany or investment trust for which the trustcompany, or an affiliate of the trust company, actsas investment advisor or custodian or provides otherservices, for which services the trust company and[its] the trust company’s affiliates may receivereasonable fees.

(3) For the purposes of this section, companiesare affiliated if [they] the companies are membersof the same affiliated group under Section 1504 ofthe Internal Revenue Code.

SECTION 78. ORS 709.330 is amended to read:709.330. (1) When a sale or transfer of assets or

liabilities becomes effective, the purchasing corpo-ration [shall succeed] succeeds to all the rights, ob-ligations and relations of the selling corporation toor in respect to any person, estate, creditor, depos-itor, trustee or beneficiary of any trust and in re-spect to any fiduciary relation, and the rights,obligations and relations [shall] remain unencum-bered.

(2) The sale or transfer of assets [shall] or li-abilities does not effect a renunciation or revoca-tion of any letters of administration, letterstestamentary, letters of guardianship or any otherfiduciary relationship.

(3) If any trust, estate, conservatorship orother fiduciary relationship of the selling corpo-ration requires [the approval of the] a court to ap-prove a change of the fiduciary, within 90 days afterthe change becomes effective the successor fiduciaryshall file notice of the change with the court[having] that has jurisdiction and serve notice ofthe change upon each beneficiary. The successorfiduciary may serve the notice [may be served] inthe manner provided in ORCP 9 or, if the residenceof a beneficiary is not known, the successorfiduciary may publish the notice [may bepublished] in the manner provided for the publica-tion of summons.

(4) A beneficiary or other person that is inter-ested in the trust, [or] estate, conservatorship orother fiduciary relationship may, within 90 daysafter the service of the notice described in subsec-tion (3) of this section, apply to the appropriatecourt for a change of fiduciary or such other reliefas may be proper.

NOTE: Section 79 was deleted by amendment.Subsequent sections were not renumbered.

SECTION 80. ORS 709.535 is amended to read:709.535. (1) Subject to the provisions of this sec-

tion, and subject to the approval of the Director ofthe Department of Consumer and Business Services,an Oregon trust company may sell all or any portionof [its] the Oregon trust company’s assets or

transfer all or any portion of [its] the Oregon trustcompany’s liabilities to another trust company out-side the ordinary course of business. [Any such] Theparties to the sale or transfer [shall be documentedby] shall document the sale or transfer with anacquisition transaction agreement [between or amongthe parties]. The [agreement must be approved bythe] board of directors of each party to the trans-action must approve the agreement.

(2) If an Oregon trust company proposes totransfer all or substantially all of [its] the Oregontrust company’s assets, liabilities or both outsidethe ordinary course of business, [it] the Oregontrust company shall send notice of the acquisitiontransaction to each of [its] the Oregon trustcompany’s stockholders within 30 days after [its]the board of directors approves the acquisitiontransaction. The notice shall set forth the substan-tive provisions of ORS 711.175, 711.180 and 711.185.To be effective, each selling Oregon trust companythat is a party to the acquisition transaction shallhave the acquisition transaction approved by a two-thirds vote of the outstanding stock of each class ofvoting shares at a meeting called to consider theacquisition transaction.

(3) The Director of the Department of Con-sumer and Business Services shall approve an ac-quisition transaction that is subject to this sectionif the director finds that the acquisition transaction:

(a) Conforms with the provisions of the BankAct;

(b) Will not be detrimental to the safety andsoundness of an Oregon trust company that is aparty to the acquisition transaction;

(c) Is not contrary to the public interest; and(d) [If the acquiring trust company is not an Ore-

gon trust company, the director is satisfied that theacquisition transaction] Is permitted by the supervi-sory authority, if any, [having] that has jurisdictionover the acquiring trust company, if the acquiringtrust company is not an Oregon trust company.

(4) If the director disapproves an acquisitiontransaction that is subject to this section, the direc-tor shall state any objections in writing and give theparties to the acquisition transaction an opportunityto take action to obviate the objections.

(5) Any party to an acquisition transactionagreement may appeal the director’s decision [of thedirector] as provided in ORS 183.415 to 183.500.

SECTION 81. ORS 711.085 is amended to read:711.085. If an Oregon bank converts pursuant to

ORS 711.065 to 711.080, the conversion [shall] mustbe approved by:

(1) A simple majority of the full board of direc-tors of the converting Oregon bank, unless the arti-cles or bylaws of the converting Oregon bankrequired a greater percentage; and

(2) If the converting bank is an Oregon stockbank, a vote of a simple majority of the outstandingstock of each class of voting shares at a meetingcalled to consider the conversion, unless the articles

27


or bylaws of the converting Oregon bank required agreater percentage.

SECTION 82. ORS 711.135 is amended to read:711.135. (1) Within 90 days after [receiving the

materials] the Director of the Department ofConsumer and Business Services receives thematerials and fee specified in ORS 711.130, unless[the time is extended by] the director [of the Depart-ment of Consumer and Business Services] extendsthe time in concurrence with the applicants, thedirector shall approve or disapprove [the] a plan ofmerger or plan of share exchange. The director shallapprove the plan of merger or plan of share ex-change if the director finds that:

(a) The transaction conforms with the[provision] provisions of the Bank Act;

(b) The transaction will not be detrimental to thesafety and soundness of the resulting [Oregon stockbank or] insured stock institution or the Oregonstock bank to be acquired through a share exchange;

(c) The transaction is not contrary to the publicinterest; and

(d) The director is satisfied that [the transactionis permitted by] the state or federal supervisory au-thority [having] that has jurisdiction over the re-sulting insured stock institution or acquiringcompany permits the transaction.

(2) If the director disapproves a plan of mergeror plan of share exchange, the director shall stateany objections in writing and give the boards of theparties to the transaction an opportunity to amendthe plan of merger or plan of share exchange to ob-viate the objections. The amended plan of merger orplan of share exchange [shall] must be submitted tothe director for approval as if [it] the amended planwere the original plan of merger or plan of shareexchange.

(3) Any of the parties to the transaction mayappeal the decision of the director as provided inORS 183.415 to 183.500.

SECTION 83. ORS 711.405 is amended to read:711.405. An institution [will be deemed] is insol-

vent [when] if any of the following occurs:(1) The fair market value of the institution’s

assets [of the institution] is insufficient to pay [its]the institution’s liabilities, [other than] excludingany liability on account of capital debentures. [Indetermining the value of its assets, bonds held by theinstitution shall be valued in accordance with rulespromulgated by the Director of the Department ofConsumer and Business Services pursuant to ORS183.310, 183.315, 183.330, 183.335 and 183.341 to183.410.]

(2) An Oregon stock bank fails to make good[its] the Oregon stock bank’s reserve requirementsunder applicable law for a period of 30 days.

(3) The institution cannot meet [its] theinstitution’s obligations or [the] demands upon [it]the institution as [they] the obligations or de-mands become due.

SECTION 84. ORS 711.520 is amended to read:711.520. If an Oregon stock bank becomes insol-

vent or goes into voluntary or involuntary liqui-dation, the assets of the Oregon stock bank [shall]must be applied in the following order of priority:

(1) First, if collateral has been pledged underORS 295.015 and assets have been pledged underORS 709.030, to the benefit of those for whom thecollateral and assets have been pledged;

(2) Second, to pay the expenses of liquidation;(3) Third, to satisfy the amount due the depos-

itors; and(4) Fourth, to satisfy the amount due sellers of

federal funds.

SECTION 85. ORS 713.010 is amended to read:713.010. (1) Every activity that an out-of-state

bank or extranational institution engages in whileconducting a banking business in this state is sub-ject to the applicable provisions of the Bank Act.

(2) Unless the laws of the out-of-state bank’shome state limit the powers and authorities ofthe out-of-state bank, an out-of-state bank thatopens, occupies or maintains a branch in this statepursuant to and in accordance with the require-ments of ORS 713.270 and that has a certificate ofauthority from the Director of the Department ofConsumer and Business Services to conduct bankingbusiness in this state [pursuant to] under ORS713.020 and 713.140 to 713.160 has the same powersand authorities to engage in an activity in thisstate that [the out-of-state bank] an Oregon bankhas under the laws of [the out-of-state bank’s home]this state, except that an out-of-state bank may nottransact trust business in this state unless the out-of-state bank complies with ORS chapter 709. [If aconflict exists between the provisions of this chapterand the provisions of the laws of the home state of theout-of-state bank, the laws of the out-of-state bank’shome state control.]

SECTION 86. ORS 713.130 is amended to read:713.130. (1) Except as provided in subsection (2)

of this section, the Director of the Department ofConsumer and Business Services may not issue acertificate of authority to an out-of-state bank orextranational institution if the name of the out-of-state bank or extranational institution [does notconform to the provisions of ORS 707.075] is notdistinguishable from:

(a) The name of any banking institution, in-sured institution, extranational institution thathas complied with the provisions of ORS 713.020or 713.300 or credit union, as defined in ORS723.008; or

(b)(A) The name of any corporation, profes-sional corporation, nonprofit corporation, coop-erative, limited liability company, limitedpartnership or business trust currently on filewith the Secretary of State; or

(B) Any reserved, registered or assumedbusiness name currently on file with the Secre-tary of State.

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[(2) If the director determines that an out-of-statebank or extranational institution that applies for acertificate of authority has a name that is deceptivelysimilar to the name of another financial institutionthat conducts a banking business in this state, thedirector may not issue a certificate of authority unlessthe out-of-state bank or extranational institution stateson the application for a certificate of authority underORS 713.140 (1)(a) and in the filings required byORS 713.140 (3) that the corporate name is“ (name under which organized), aninstitution of (place of organization),”the entirety of which is the “real and true name” ofthe out-of-state bank or extranational institution forthe purposes of ORS chapter 648.]

(2) The director may refuse to permit anout-of-state bank or extranational institution touse a name if the director determines that thename is not distinguishable from the name of afinancial institution that is already lawfullytransacting business or making loans in thisstate.

(3)(a) Except as provided in paragraph (b) of thissubsection, this section does not preclude an out-of-state bank or extranational institution from trans-acting business under one or more assumed businessnames if the names conform to the provisions ofORS 707.075.

(b) An out-of-state bank or extranational institu-tion may not transact business under a name thatthe director determines is [confusingly similar to thename of a financial institution,] not distinguishablefrom:

(A) The name of any banking institution, in-sured institution, extranational institution thathas complied with the provisions of ORS 713.020or 713.300 or credit union, as defined in ORS723.008; or

(B) The name of a corporation, professionalcorporation, nonprofit corporation, cooperative, lim-ited liability company, limited partnership or busi-ness trust [that is] or any reserved, registered orassumed business name on file with the Secretaryof State [or is registered as provided in ORS648.010].

(c) The name designated under this section hasthe same legal effect under ORS 707.075 and ORSchapters 647 and 648 as the name of an Oregon[state] bank.

(d) Issuing the certificate of authority does notabrogate or limit the law as to unfair competitionor unfair trade practices or derogate from the com-mon law, the principles of equity or the statutes ofthis state or of the United States with respect to theright to acquire and protect trade names, trademarksand service marks.

SECTION 87. ORS 713.300 is amended to read:713.300. (1) For purposes of this section, “foreign

association” means a corporation organized totransact savings and loan business under federal lawor under the laws of another state or territory of the

United States, the home state or territory of whichis a state or territory other than Oregon.

(2) Subject to subsection (3) of this section, anout-of-state bank, extranational institution or foreignassociation, without being authorized to transactbanking business or savings and loan business inthis state, may take, acquire, hold and enforce notessecured by mortgages or trust deeds and make com-mitments to purchase [such] the notes. The out-of-state bank, extranational institution or foreignassociation may foreclose the mortgages or trustdeeds in the courts of this state, acquire the mort-gaged property, hold, own and operate the propertyfor a period not exceeding five years and dispose ofthe property. The activities [authorized under] thatthis subsection [by] authorizes an out-of-state bank,extranational institution or foreign association toengage in do not constitute transacting business inthis state for the purposes of ORS chapter 60.

[(3) Before an out-of-state bank, extranational in-stitution or foreign association engages in an activitydescribed in subsection (2) of this section, the bank,institution or association shall first file with the De-partment of Consumer and Business Services a state-ment signed by the president, secretary, treasurer orgeneral manager of the bank, institution or associ-ation indicating that the bank, institution or associ-ation designates the Director of the Department ofConsumer and Business Services as the bank’s,institution’s or association’s attorney for service ofprocess. The out-of-state bank, extranational institu-tion or foreign association shall pay an initial filingfee of $200 and an annual fee of $200. The statementshall include the address of the principal place ofbusiness of the out-of-state bank, extranational insti-tution or foreign association.]

(3) Before an out-of-state bank, extrana-tional institution or foreign association engagesin an activity described in subsection (2) of thissection, the out-of-state bank, extranational in-stitution or foreign association shall first filewith the Department of Consumer and BusinessServices a notice that states that the out-of-state bank, extranational institution or foreignassociation intends to engage in one or more ofthe activities described in subsection (2) of thissection. The out-of-state bank, extranational in-stitution or foreign association shall pay an ini-tial filing fee of $200 and an annual fee of $200.The notice must include the address of theprincipal place of business of the out-of-statebank, extranational institution or foreign asso-ciation.

[(4) The Director of the Department of Consumerand Business Services, upon receiving service ofprocess as authorized by subsection (3) of this section,immediately shall forward all documents served uponthe director to the principal place of business of theout-of-state bank, extranational institution or foreignassociation.]

[(5)] (4) [The filing requirements of subsection (3)of this section do not apply to an out-of-state bank orextranational institution that has obtained a certif-

29


icate of authority to transact banking business in thisstate under ORS 713.020. Notwithstanding subsection(3) of this section, the] An out-of-state bank, extra-national institution or foreign association may take,acquire, hold and enforce notes secured by mort-gages or trust deeds, make commitments to purchasethe notes and participate with other lenders author-ized to do business in this state in making loans forwhich the notes are executed and delivered.

[(6)] (5) An out-of-state bank, extranational in-stitution or foreign association that indirectly en-gages in the activities described in subsection (2) ofthis section because of a beneficial interest in a poolof notes secured by mortgages or trust deeds neednot comply with subsection (3) of this section.

SECTION 88. ORS 713.990 is amended to read:713.990. The Director of the Department of Con-

sumer and Business Services may impose on anyperson [violating] that violates any provision of thischapter a civil penalty of up to $1,000 for each dayduring which the offense continues. The penaltyshall be assessed and collected in the manner pre-scribed in ORS 706.570 [(2)] (3).

SECTION 88a. ORS 714.025 is amended to read:714.025. (1)(a) A banking institution may estab-

lish and operate one or more branches within oroutside [the State of Oregon] this state. Not laterthan 30 days before the board of directors of abanking institution [desiring to establish] estab-lishes a branch, the banking institution shall file[an application] a notice with the Director of theDepartment of Consumer and Business Services thatsets forth the name of the banking institution,the proposed location of the branch and the dateon which the branch will begin operating. [Theapplication shall be in the form the banking institu-tion is required to file with the Federal Reserve Sys-tem or the Federal Deposit Insurance Corporation toestablish a branch at such location, as the case maybe, or in such other form as the director may require.The application shall be accompanied by a $500 fee,which fee shall only apply to the establishment of newbranches and not to the acquisition or relocation ofexisting branches.] The director shall promptly ad-vise the banking institution if the [application] no-tice is incomplete or if the director requiresadditional information.

(b) The director may limit or restrict abanking institution’s ability to establish an ad-ditional branch if the director determines thatestablishing an additional branch would ad-versely affect the banking institution’s safetyand soundness. A banking institution may ap-peal the director’s decision in a contested caseproceeding in accordance with ORS chapter 183.

(2) Mobile banking facilities described in ORS714.035 and temporary branches are [considered]branches for purposes of this section. A temporarybranch is a branch that operates for a period not toexceed 60 days, [which] a period [shall] that maynot be extended. The application fee for a temporary

branch [shall be] is $100. The director may establishrules regarding temporary branches.

(3) Branches to be located in other countries orto be located in dependencies or insular possessionsof the United States are subject to the requirementsof this section and ORS 714.045.

SECTION 88b. ORS 714.035 is amended to read:714.035. A banking institution may, in accord-

ance with ORS 714.025, establish one or more mobilefacilities to engage in the banking business or totransact trust business. Mobile banking facilitiesmay operate within [the State of Oregon] this stateand in other states. [An application under ORS714.025 shall not be required for mobile facilities thatexercise permissible powers or engage in permissibleactivities that do not constitute engaging in the bank-ing business or transacting trust business. The appli-cation fee for each facility is $500.]

SECTION 88c. ORS 714.049 is amended to read:714.049. [(1)] The Director of the Department of

Consumer and Business Services shall investigateeach [application to establish a branch] notice thata banking institution files under ORS 714.025.With respect to [applications covering] notices forbranches [to be located] that the banking institu-tion will locate outside [the State of Oregon] thisstate, the director shall promptly provide the localbank supervisory agency or regulator with a copy ofthe [application] notice and an opportunity to com-ment on the [application] notice. The director[shall] is not [be] bound by [any such] the localbank supervisory agency’s or regulator’s com-ments.

[(2) In determining whether to approve or disap-prove an application to establish a branch, the direc-tor shall consider such factors as the director deemsappropriate, including the likely impact of the branchon the safety and soundness of the banking institu-tion, the adequacy of the capital of the banking insti-tution, the institution’s record of complying withapplicable law, and the results of supervisory exam-inations of the banking institution.]

[(3) The director’s decision to disapprove an ap-plication is subject to appeal in the manner providedin ORS 707.080 for the organization of aninstitution.]

SECTION 88d. ORS 714.054 is amended to read:714.054. With respect to [applications] notices to

establish branches in [the State of Oregon] this stateor [in a state outside of the State of Oregon] anotherstate, the Director of the Department of Consumerand Business Services may [approve or disapprovethe application, provided however, that] limit or re-strict a banking institution’s ability to establisha branch, except that the director’s failure to[disapprove an application] limit or restrict thebanking institution’s ability to establish thebranch within 30 days after [receipt of] receiving acomplete [application shall be deemed an approval ofthe application] notice is a decision not to limit

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or restrict the banking institution’s ability toestablish the branch. With respect to[applications] notices by banking institutions to es-tablish branches in foreign countries or dependen-cies or insular possessions of the United States, thedirector may [approve or disapprove an application,provided however,] limit or restrict a bankinginstitution’s ability to establish a branch, exceptthat the director’s failure to [disapprove an appli-cation] limit or restrict the banking institution’sability to establish the branch within 90 days af-ter [receipt of] receiving a complete [applicationshall be deemed an approval of the application] no-tice is a decision not to limit or restrict thebanking institution’s ability to establish abranch.

SECTION 88e. ORS 714.059 is amended to read:714.059. [Upon the request of] At a banking [in-

stitution] institution’s request, the Director of theDepartment of Consumer and Business Servicesshall issue and deliver a certificate [authorizing eachapproved] to authorize each branch for which thebanking institution has given notice under ORS714.025 to conduct business.

SECTION 88f. ORS 714.064 is amended to read:714.064. A branch shall commence business

within one year after the [application for the branchhas been approved or deemed approved by] bankinginstitution files notice with the Director of theDepartment of Consumer and Business Services un-der ORS 714.025. The director may extend for oneadditional year the period within which the bank-ing institution may establish the branch [mayopen up to one additional year]. If a branch fails tocommence business within the year or any extensionof time [granted by] the director grants, the [ap-proval of the application shall be deemed withdrawn]director shall deem the banking institution tohave withdrawn the notice and the branch maynot open or operate.

SECTION 88g. ORS 714.095 is amended to read:714.095. (1) An out-of-state bank may occupy and

maintain [its] the out-of-state bank’s initialbranches in this state if and only if [the branches areacquired by] the out-of-state bank acquires thebranches in accordance with ORS chapters 711 and713.

(2) An out-of-state bank that is properly occupy-ing and maintaining one or more branches in [Ore-gon] this state in accordance with ORS chapters711 and 713 may thereafter open, occupy and main-tain one or more additional branches in this state.[The out-of-state bank shall not be required to file anapplication under ORS 714.025 to establish such ad-ditional branches.]

(3) An out-of-state bank that acquires branchesin accordance with ORS chapters 711 and 713 [shallbe] is entitled to exercise powers and engage in ac-tivities at [its] the out-of-state bank’s branches in

this state as provided in ORS 713.010 and applicablefederal law.

SECTION 89. ORS 714.995 is amended to read:714.995. Each day a banking institution operates

a branch [that has not been approved or deemed ap-proved by the Director of the Department of Con-sumer and Business Services] with respect towhich the banking institution has not filed no-tice with the Director of the Department ofConsumer and Business Services under ORS714.025, the banking institution is subject to a pen-alty of up to $1,000. The penalty shall be assessedand collected as prescribed in ORS 706.570 [(2)] (3).

SECTION 89a. ORS 205.460 is amended to read:205.460. (1) A person whose property is subject

to an invalid claim of encumbrance may petition thecircuit court of the county in which the person re-sides or in which the property is located for an or-der, which may be granted ex parte, directing theencumbrance claimant to appear at a hearing beforethe court and show cause why the claim of encum-brance should not be stricken and other relief pro-vided by this section should not be granted. Thecourt shall schedule the hearing no earlier thanseven days after the date of the order. The scheduleddate of the hearing shall allow adequate time fornotice of the hearing under subsection (4) of thissection.

(2) A petition under this section shall state thegrounds upon which relief is requested, and shall besupported by the affidavit of the petitioner or thepetitioner’s attorney setting forth a concise state-ment of the facts upon which the motion is based.

(3) The petition and affidavit described in sub-section (2) of this section shall be in substantiallythe following form:_________________________________________________

IN THE CIRCUIT COURT OFTHE STATE OF OREGON

FOR THE COUNTY OF , )

Petitioner, ) Case No. )) PETITION FOR AN) ORDER STRIKING

v. ) AND RELEASING) ENCUMBRANCES,) AWARDING COSTS) AND ATTORNEY FEES

, ) AND ORDER TORespondent. ) SHOW CAUSE

Petitioner, (insert name), by andthrough (insert name and title of at-torney for petitioner, if applicable), petitions thiscourt, pursuant to ORS 205.460, for an order strikingand releasing purported encumbrances, filed or re-corded against Petitioner by Respondent,

(insert name or names) filed or re-corded in book/reel/volume No. on page

or document/fee/file/instrument/microfilm

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No. in the (insert name ofoffice where document was filed or recorded), andfor an order, pursuant to ORS 205.460, for costs andattorney fees required to bring this action, on thegrounds that the purported encumbrances have nobasis in law or fact. Petitioner further requests thatthis court enter an order requiring Respondent toappear before this court and to show cause why theabove order should not be entered. Finally, Peti-tioner requests an order from the court requiringRespondent to pay penalties and damages as pro-vided in ORS 205.470.

DATED this day of , .

Petitioner or Petitioner’s Attorney_________________________________________________

_________________________________________________



Petitioner, ) Case No. )) AFFIDAVIT OF

v. )))

, )Respondent. )

)STATE OF OREGON )

) ss.County of )

I, (insert name of affiant), afterbeing duly sworn, depose and say:

1. I am the above-entitled petitioner (or the at-torney for the petitioner) in this matter.

2. The information contained in this affidavit isof my own personal knowledge.

3. Attached as numbered exhibits are true andcorrect copies of the following documents that werefiled or recorded in the (insert nameof office where documents were filed or recorded) on

(insert date):(List and attach document(s))4. For any purported encumbrances identified

above the following is true. The encumbrance is notauthorized by statute, was not entered intoconsensually, and is not an equitable, constructiveor other encumbrance imposed by a court of compe-tent jurisdiction.


(Petitioner or Petitioner’s Attorney)

SUBSCRIBED AND SWORN to before me this day of , .

NOTARY PUBLIC FOR OREGONMy commission expires:

_________________________________________________

(4) A copy of the petition and the order directingthe encumbrance claimant to appear under this sec-tion shall be served upon the encumbrance claimant:

(a) By service in the manner provided for per-sonal service of summons under ORCP 7; or

(b) By mailing a true copy of the petition, affi-davit and order to the encumbrance claimant at theencumbrance claimant’s last-known address, both byfirst class mail and by certified or registered mail,return receipt requested. A notice mailed under thisparagraph is effective on the date that the notice isdeposited with the United States Postal Service,properly addressed and postage prepaid.

(5) The order to show cause shall be in substan-tially the following form and shall clearly state thatif the encumbrance claimant fails to appear at thetime and place noted, the claim of encumbranceshall be stricken and released and that the encum-brance claimant shall be ordered to pay the costsand reasonable attorney fees incurred by the peti-tioner at trial and on appeal:_________________________________________________



Petitioner, ) Case No. )) ORDER TO

v. ) SHOW CAUSE))

, )Respondent. )

THIS MATTER came before the court on (insert date) on Petitioner’s Petition

for an Order Striking and Releasing Encumbrances,Awarding Costs and Attorney Fees and Order toShow Cause. The court, having considered the peti-tion, the Affidavit of (insert name)and the attached exhibits, and it appearing to thecourt that there are sufficient grounds to issue anorder to show cause,

IT IS HEREBY ORDERED that the Respondent, (insert name), appear before this

court on (insert date), at (insert time), to show cause why the pe-

tition should not be granted in its entirety.

IMPORTANT NOTICE:IF YOU FAIL TO APPEAR AT THE ABOVE

TIME AND PLACE, THE COURT MAY ENTERAN ORDER STRIKING AND RELEASING YOURENCUMBRANCE CLAIMS FILED AGAINST PETI-TIONER AND YOU MAY BE ORDERED TO PAYCOSTS AND REASONABLE ATTORNEY FEESINCURRED BY THE PETITIONER.


Circuit Court Judge_________________________________________________

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(6) If the court determines that the claim of en-cumbrance is invalid, the court shall issue an orderstriking and releasing the claim of encumbrance andmay award costs and reasonable attorney fees attrial and on appeal to the petitioner to be paid bythe encumbrance claimant. If the court determinesthat the claim of encumbrance is valid, the courtshall issue an order so stating and may award costsand reasonable attorney fees at trial and on appealto the encumbrance claimant to be paid by the peti-tioner.

(7) The procedure set forth in this section is notavailable against a person lawfully conducting busi-ness as:

(a) An institution, [a savings bank,] a nationalbank, an out-of-state bank[, a federal savings bank]or an extranational institution, as those terms aredefined in ORS 706.008, a savings bank, a federalsavings bank or a subsidiary of an entity describedin this paragraph;

(b) A financial holding company, a bank holdingcompany, a savings and loan holding company or asubsidiary of a financial holding company, a bankholding company or a savings and loan holdingcompany;

(c) A credit union, as defined in ORS 723.006, ora federal credit union;

(d) A consumer finance company subject to theprovisions of ORS chapter 725;

(e) A mortgage banker or a mortgage broker, asthose terms are defined in ORS 86A.100, a mortgageservicing company or any other mortgage company;or

(f) An insurer as defined in ORS 731.106.(8) The procedure set forth in this section is not

available against:(a) An officer, agency, department or instrumen-

tality of the federal government;(b) An officer, agency, department or instrumen-

tality of this state; or(c) An officer, agency, department or instrumen-

tality of a political subdivision or public corporationin this state.

SECTION 90. ORS 706.660 and 706.680 are re-pealed.

SECTION 91. Sections 4 and 55 of this 2015Act and the amendments to ORS 205.460, 705.137,705.139, 706.005, 706.008, 706.015, 706.500, 706.570,706.630, 706.650, 706.720, 706.723, 706.795, 707.010,707.025, 707.075, 707.110, 707.184, 707.195, 707.200,707.210, 707.254, 707.256, 707.350, 707.415, 707.610,707.612, 707.620, 707.660, 707.665, 707.690, 707.740,708A.010, 708A.125, 708A.145, 708A.155, 708A.160,708A.165, 708A.180, 708A.195, 708A.250, 708A.255,708A.260, 708A.265, 708A.275, 708A.410, 708A.420,708A.425, 708A.430, 708A.435, 708A.440, 708A.445,708A.455, 708A.460, 708A.470, 708A.475, 708A.485,708A.490, 708A.495, 708A.500, 708A.505, 708A.510,708A.515, 708A.555, 708A.565, 708A.575, 708A.580,708A.585, 708A.595, 708A.600, 708A.650, 708A.990,709.130, 709.150, 709.175, 709.330, 709.535, 711.085,

711.135, 711.405, 711.520, 713.010, 713.130, 713.300,713.990, 714.025, 714.035, 714.049, 714.054, 714.059,714.064, 714.095 and 714.995 by sections 1, 2, 5 to53 and 56 to 89a of this 2015 Act and the repealof ORS 706.660 and 706.680 by section 90 of this2015 Act apply to transactions that occur on orafter the operative date specified in section 92of this 2015 Act.

SECTION 92. (1) Sections 4 and 55 of this2015 Act and the amendments to ORS 205.460,705.137, 705.139, 706.005, 706.008, 706.015, 706.500,706.570, 706.630, 706.650, 706.720, 706.723, 706.795,707.010, 707.025, 707.075, 707.110, 707.184, 707.195,707.200, 707.210, 707.254, 707.256, 707.350, 707.415,707.610, 707.612, 707.620, 707.660, 707.665, 707.690,707.740, 708A.010, 708A.125, 708A.145, 708A.155,708A.160, 708A.165, 708A.180, 708A.195, 708A.250,708A.255, 708A.260, 708A.265, 708A.275, 708A.410,708A.420, 708A.425, 708A.430, 708A.435, 708A.440,708A.445, 708A.455, 708A.460, 708A.470, 708A.475,708A.485, 708A.490, 708A.495, 708A.500, 708A.505,708A.510, 708A.515, 708A.555, 708A.565, 708A.575,708A.580, 708A.585, 708A.595, 708A.600, 708A.650,708A.990, 709.130, 709.150, 709.175, 709.330, 709.535,711.085, 711.135, 711.405, 711.520, 713.010, 713.130,713.300, 713.990, 714.025, 714.035, 714.049, 714.054,714.059, 714.064, 714.095 and 714.995 by sections 1,2, 5 to 53 and 56 to 89a of this 2015 Act and therepeal of ORS 706.660 and 706.680 by section 90of this 2015 Act become operative on January 1,2016.

(2) The Director of the Department of Con-sumer and Business Services may adopt rulesand take any other action before the operativedate specified in subsection (1) of this sectionthat is necessary to enable the director to exer-cise, on and after the operative date specified insubsection (1) of this section, all of the duties,functions and powers conferred on the directorby sections 4 and 55 of this 2015 Act and theamendments to ORS 205.460, 705.137, 705.139,706.005, 706.008, 706.015, 706.500, 706.570, 706.630,706.650, 706.720, 706.723, 706.795, 707.010, 707.025,707.075, 707.110, 707.184, 707.195, 707.200, 707.210,707.254, 707.256, 707.350, 707.415, 707.610, 707.612,707.620, 707.660, 707.665, 707.690, 707.740, 708A.010,708A.125, 708A.145, 708A.155, 708A.160, 708A.165,708A.180, 708A.195, 708A.250, 708A.255, 708A.260,708A.265, 708A.275, 708A.410, 708A.420, 708A.425,708A.430, 708A.435, 708A.440, 708A.445, 708A.455,708A.460, 708A.470, 708A.475, 708A.485, 708A.490,708A.495, 708A.500, 708A.505, 708A.510, 708A.515,708A.555, 708A.565, 708A.575, 708A.580, 708A.585,708A.595, 708A.600, 708A.650, 708A.990, 709.130,709.150, 709.175, 709.330, 709.535, 711.085, 711.135,711.405, 711.520, 713.010, 713.130, 713.300, 713.990,714.025, 714.035, 714.049, 714.054, 714.059, 714.064,714.095 and 714.995 by sections 1, 2, 5 to 53 and56 to 89a of this 2015 Act.

SECTION 93. This 2015 Act being necessaryfor the immediate preservation of the public

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peace, health and safety, an emergency is de-clared to exist, and this 2015 Act takes effect onits passage.

Approved by the Governor June 4, 2015Filed in the office of Secretary of State June 5, 2015Effective date June 4, 2015

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Documents

OREGON LAWS 2015 Chap. 244 the administrative divisions