Or. Admin. R. 410-141-5145

Current through Register Vol. 63, No. 6, June 1, 2024

Section 410-141-5145 - ASSET VALUATION AND PERMITTED INVESTMENTS: Prohibited Conduct by Directors, Trustees, Officers, Agents or Employees

(1) Except in the case of the issuance or sale of the CCO's securities, as approved by a majority of the disinterested members of the CCO's Board, or failing such majority by the shareholders, a director, trustee, officer, agent or employee, or spouse or relative thereof, shall not receive any fee, commission, compensation or other valuable consideration whatsoever, directly or indirectly, for aiding, promoting or assisting:

(a) The planning, preparing or executing of an activity described in OAR 410-141-5160; or

(b) The planning, preparing or executing of any plan for the issuance, sale or acquisition of shares or other securities of the CCO for any purpose.

(2) Except as provided in subsections (4) and (5) of this section, a director, trustee or officer of a CCO shall not:

(a) Accept any money or thing of value for negotiating, procuring, recommending or aiding in:

(A) The purchase or sale of property by the CCO; or

(B) The making of a loan to or from the CCO.

(b) Have a pecuniary interest, whether as principal, agent or beneficiary, in a purchase, sale or loan under paragraph (a) of this subsection.

(3) Except as provided in subsections (4) and (5) of this section, a CCO shall not do any of the following:

(a) Pay any money or thing of value to a director, trustee or officer of the CCO for negotiating, procuring, recommending or aiding in:

(A) The purchase or sale of property by the CCO; or

(B) The making of a loan to or from the CCO.

(b) Make a loan to a director, trustee or officer of the CCO.

(c) Make any advances to a director, trustee or officer of the CCO for future services to be performed.

(d) Guarantee any financial obligations of a director, trustee or officer of the CCO.

(4) A CCO may contract, or otherwise enter into a transaction, for the provision of goods or services to the CCO in the normal course of business with a director, trustee or officer, or a partnership or corporation in which a director, trustee or officer has, directly or indirectly, a proprietary interest in excess of five percent, if the interest of the director, trustee or officer is fully disclosed to the CCO's Board and the CCO's board thereafter approves and authorizes the contract or transaction by a vote sufficient for the purpose without counting the vote of the interested person.

(5) The prohibitions set forth in this section shall not apply to or affect:

(a) The payment to any director, officer or trustee of reasonable compensation, whether based in whole or in part upon commission or otherwise;

(b) The payment of a fee to any approved person for legal or other specialized or professional services rendered to the CCO and approved by the CCO's Board;

(c) The making of loans or advances to agents or other employees of a CCO as required or as is expedient in the conduct of its business;

(d) The issuance of a debt obligation by a CCO to a director, officer or trustee of the CCO; and

(e) The advance of expenses to a director, officer or trustee for travel or other related business activities of the CCO.

Or. Admin. R. 410-141-5145

DMAP 59-2019, adopt filed 12/18/2019, effective 1/1/2020

Statutory/Other Authority: ORS 413.042, 414.615, 414.625, 414.635 & 414.651

Statutes/Other Implemented: ORS 414.610 - 414.685