The Oregon Indemnification of Corporate Director is a legal provision that offers protection and financial security to directors of corporations in the state of Oregon. This provision aims to encourage capable individuals to serve as directors by minimizing the risks associated with their roles. Under Oregon law, corporations are permitted to indemnify their directors against certain liabilities and expenses incurred in the course of their official duties. This indemnification ensures that directors are not personally burdened with legal costs and damages arising from lawsuits or claims brought against them while acting in their capacity as directors. There are different types of indemnification available to corporate directors in Oregon: 1. Mandatory Indemnification: Oregon law requires corporations to indemnify directors, provided they have acted in good faith and in a manner they reasonably believed to be in the best interests of the corporation. This protection is mandatory as long as the director did not intentionally harm the corporation, engage in unlawful activities, or personally profit. 2. Permissive Indemnification: In addition to mandatory indemnification, Oregon law permits corporations to extend indemnification to directors in certain situations not covered under the mandatory provision. This includes situations where the director may have acted in a manner that was not entirely within the best interests of the corporation, but acted in good faith and believed their actions were lawful and in the corporation's best interest. 3. Advancement of Expenses: Oregon law allows a corporation to advance reasonable expenses, such as legal fees and costs, to directors during legal proceedings. This provision ensures that directors have access to necessary resources to defend themselves in litigation without incurring personal financial strain. It is important to note that the indemnification of a corporate director may be subject to certain conditions and limitations as outlined in the corporation's bylaws or articles of incorporation. These documents may impose restrictions on indemnification for certain types of claims, such as those arising from conflicts of interest or breaches of fiduciary duties. In conclusion, the Oregon Indemnification of Corporate Director offers valuable protection and peace of mind for directors serving in the state. By shielding directors from certain legal liabilities and expenses, this provision allows them to confidently fulfill their duties and make decisions that benefit the corporation and its stakeholders.