Current through Register Vol. 60, No. 12, December 1, 2021
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
(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.
Except as provided in subsections (4) and
(5) of this section, a director, trustee or officer of a CCO shall not:
Accept any money or thing of value for
negotiating, procuring, recommending or aiding in:
(A) The purchase or sale of property by the
(B) The making of a loan to
or from the CCO.
Have a pecuniary interest, whether as principal, agent or beneficiary, in a
purchase, sale or loan under paragraph (a) of this subsection.
Except as provided in
subsections (4) and (5) of this section, a CCO shall not do any of the
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
(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
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;
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
(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;
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.