Oregon Agreement Between Board Member and Close Corporation

• Category: Contracts - Board Member
• State: Multi-State
• Control #: US-1035BG
• Format: Word; Rich Text

Description

A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partner¬ship, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both. A disclaimer is a denial or renunciation of liability. A disclaimer may apply to a denial of responsibility for another's claim and/or may be a statement of non-responsibility. Title: Exploring the Oregon Agreement Between Board Member and Close Corporation Introduction: In the state of Oregon, an Agreement Between Board Member and Close Corporation holds immense significance as it outlines the terms and conditions governing the relationship between a board member and the corporation they serve. This comprehensive document tackles various aspects, including board member duties, rights, and obligations, and serves as a legal framework for both parties involved. Let's delve deeper into this agreement, exploring its key components and the different types that exist within Oregon. Key Components: 1. Identification of Parties: The agreement begins with a clear identification of the close corporation and the board member entering into the agreement. This section often includes the corporation's legal name, address, and the board member's name and address. 2. Roles and Responsibilities: One of the primary aspects covered in this agreement is outlining the board member's roles and responsibilities. This section clarifies the expectations placed upon the board member and defines their fiduciary duties to act in the best interest of the corporation. 3. Term of Agreement: The agreement specifies the duration for which the board member will serve, ensuring clarity regarding the commencement and termination of their appointment. It may include provisions for extensions or renewals if applicable. 4. Compensation and Benefits: The agreement addresses the compensation and benefits package offered to the board member. This includes details such as remuneration, stock options, retirement plans, indemnification agreements, and other perks, if applicable. 5. Confidentiality and Non-Disclosure: To protect the corporation's confidential information, this section highlights the board member's obligation to maintain the utmost confidentiality during and even after their tenure. It may also include non-disclosure clauses to safeguard trade secrets and proprietary information. 6. Dispute Resolution: This section outlines the process for resolving any disagreements or conflicts that may arise during the board member's tenure. It may specify mediation, arbitration, or litigation as dispute resolution mechanisms, depending on the preferences of the parties involved. Types of Oregon Agreement Between Board Member and Close Corporation: While the core components mentioned above remain consistent among Oregon agreements, different types or variations may exist depending on the specific needs and characteristics of the close corporation. Some commonly found types are: 1. Non-Profit Close Corporation Agreement: Specifically tailored for non-profit organizations, this agreement differs slightly due to the unique nature of such entities. 2. Small Business Close Corporation Agreement: Designed to cater to the needs of small businesses, this agreement may include provisions relevant to the company's size, structure, and growth potential. 3. Closely-Held Close Corporation Agreement: This agreement takes into account the close-knit nature of a closely-held corporation where the board members and shareholders often overlap, necessitating additional clauses to address potential conflicts of interest. Conclusion: The Oregon Agreement Between Board Member and Close Corporation sets the foundation for a positive and productive relationship between a board member and the corporation. It ensures clarity, protects interests, and establishes a framework in which both parties can operate harmoniously. By understanding the key components and the various types available, corporations in Oregon can draft agreements that meet their specific needs and comply with state laws.

Title: Exploring the Oregon Agreement Between Board Member and Close Corporation Introduction: In the state of Oregon, an Agreement Between Board Member and Close Corporation holds immense significance as it outlines the terms and conditions governing the relationship between a board member and the corporation they serve. This comprehensive document tackles various aspects, including board member duties, rights, and obligations, and serves as a legal framework for both parties involved. Let's delve deeper into this agreement, exploring its key components and the different types that exist within Oregon. Key Components: 1. Identification of Parties: The agreement begins with a clear identification of the close corporation and the board member entering into the agreement. This section often includes the corporation's legal name, address, and the board member's name and address. 2. Roles and Responsibilities: One of the primary aspects covered in this agreement is outlining the board member's roles and responsibilities. This section clarifies the expectations placed upon the board member and defines their fiduciary duties to act in the best interest of the corporation. 3. Term of Agreement: The agreement specifies the duration for which the board member will serve, ensuring clarity regarding the commencement and termination of their appointment. It may include provisions for extensions or renewals if applicable. 4. Compensation and Benefits: The agreement addresses the compensation and benefits package offered to the board member. This includes details such as remuneration, stock options, retirement plans, indemnification agreements, and other perks, if applicable. 5. Confidentiality and Non-Disclosure: To protect the corporation's confidential information, this section highlights the board member's obligation to maintain the utmost confidentiality during and even after their tenure. It may also include non-disclosure clauses to safeguard trade secrets and proprietary information. 6. Dispute Resolution: This section outlines the process for resolving any disagreements or conflicts that may arise during the board member's tenure. It may specify mediation, arbitration, or litigation as dispute resolution mechanisms, depending on the preferences of the parties involved. Types of Oregon Agreement Between Board Member and Close Corporation: While the core components mentioned above remain consistent among Oregon agreements, different types or variations may exist depending on the specific needs and characteristics of the close corporation. Some commonly found types are: 1. Non-Profit Close Corporation Agreement: Specifically tailored for non-profit organizations, this agreement differs slightly due to the unique nature of such entities. 2. Small Business Close Corporation Agreement: Designed to cater to the needs of small businesses, this agreement may include provisions relevant to the company's size, structure, and growth potential. 3. Closely-Held Close Corporation Agreement: This agreement takes into account the close-knit nature of a closely-held corporation where the board members and shareholders often overlap, necessitating additional clauses to address potential conflicts of interest. Conclusion: The Oregon Agreement Between Board Member and Close Corporation sets the foundation for a positive and productive relationship between a board member and the corporation. It ensures clarity, protects interests, and establishes a framework in which both parties can operate harmoniously. By understanding the key components and the various types available, corporations in Oregon can draft agreements that meet their specific needs and comply with state laws.