(2) An institution or Oregon stock savings bank may not issue stock to a director, officer or employee of the institution or Oregon stock savings bank in consideration of services the director, officer or employee performed or will perform under contract unless the plan to issue the stock is approved as follows:

(a) The institution or Oregon stock savings bank shall submit the plan to the Director of the Department of Consumer and Business Services for approval. For purposes of this subsection, the director approves the plan if the director either approves the plan in writing or does not disapprove the plan in a writing the director delivers to the institution or Oregon stock savings bank within 30 days after the director receives a copy of the plan.

(b) The holders of at least two-thirds of the outstanding shares of the institution or Oregon stock savings bank entitled to vote on the plan approve the plan in a vote at the annual shareholders’ meeting or a special shareholders’ meeting. Written or printed notice of the plan must be delivered personally or by mail to each shareholder entitled to vote at the meeting. The notice must be delivered or mailed not less than 10 days and not more than 60 days before the date of the meeting during which the vote will be taken. The notice must describe the plan in reasonable detail, state that the Director of the Department of Consumer and Business Services must approve or not disapprove the plan, that the holders of at least two-thirds of the outstanding shares of the institution or Oregon stock savings bank that are entitled to vote on the plan must approve the plan in accordance with this paragraph and that issuing shares under the plan will dilute the interests of existing shareholders in the institution or the Oregon stock savings bank.

(3) Notwithstanding subsections (1) and (2) of this section, an institution or Oregon stock savings bank may create and issue the number of shares of stock stated in the articles of incorporation or amendments to the articles of incorporation. [Amended by 1969 c.635 §2; 1973 c.797 §76; 1977 c.135 §16; 1983 c.37 §4; 1997 c.631 §73; 2007 c.348 §1; 2015 c.244 §25]