# OR DFR Bulletin 1996-04: OR DFR Bulletin 1996-04: Contents Corporate Minutes > Oregon · Agency guidance · In force URL: https://www.frixlaw.com/law-library/statutes/OR_INS_B_1996_04 ## Section - **Citation:** OR DFR Bulletin 1996-04 - **Heading:** OR DFR Bulletin 1996-04: Contents Corporate Minutes - **Jurisdiction:** Oregon - **Kind:** Agency guidance - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** Oregon Division of Financial Regulation Insurance Bulletins / OR DFR Bulletin 1996-04: Contents Corporate Minutes ## Text INSURANCE DIVISION BULLETIN INS 96-4 DATE: May 3, 1996 TO: All Domestic Insurers SUBJECT: Contents of Corporate Minutes In a recent meeting with industry representatives, it was suggested that we prepare a list of items our examiners will review in corporate minute books during :financial examinations. This bulletin is intended to assist corporate officers as they prepare Board of Directors meeting minutes. Your minutes must be a complete and accurate record of Board of Directors decisions and deliberations. While this bulletin lists the items that examiners will routinely review during a financial examination, we would expect each insurer's Board of Directors minutes to include additional items and, on occasion, our examiners may in fact review additional items. The minutes should include, at a minimum, evidence that: 1. All investment transactions, including purchases, sales, and exchanges were approved by the Board of Directors in compliance with ORS 733.730. 2. All deposits in banking institutions were approved by the Board of Directors pursuant to ORS 733.730. In addition, the Board has appointed officers authorized to handle investment and bank accounts. 3. Dividends and additional capital stock or subordinated debentures were approved by the Board of Directors. 4. All expenses and the salary of the company president were approved by the Board of Directors pursuant to ORS 732.320(3). 5. The Board of Directors has appointed all officers of the company. 6. All major capital purchases and liabilities incurred (e.g., new EDP equipment or real estate loans or mortgages) were approved by the Board of Directors. 7. All major transactions (e.g., mergers and acquisitions, reinsurance transactions, and sales and marketing strategies) were approved by the Board of Directors. 8. Minutes of all subcommittees (e.g., investment and audit committees) were ratified by the Board of Directors. 9. All bonuses, deferred compensation and employee incentives were approved by the Board of Directors. 10 Board of Directors. 7. All major transactions (e.g., mergers and acquisitions, reinsurance transactions, and sales and marketing strategies) were approved by the Board of Directors. 8. Minutes of all subcommittees (e.g., investment and audit committees) were ratified by the Board of Directors. 9. All bonuses, deferred compensation and employee incentives were approved by the Board of Directors. 10. Conflict of interest statements have been signed by the Board members, officers and key employees of the company. Department of Consumer and Business Services Insurance Division 350 Winter St. NE, Room 440 PO Box 14480 Salem, OR 97301-0405 (503) 947-7980 FAX (503) 378-4351 TTY (503) 947-7280 www.oregoninsurance.org T:\ADMIN\WORK\Dave M\Web Stuff\Mail Attachments\Bulletins & News Releases\Create PDF\out\bulletin 96-04 doc 2 11. Intercompany service agreements, intercompany tax agreements and other significant intercompany agreements were approved by the Board of Directors. 12. The Board of Directors has approved any changes to the bylaws and articles of incorporation. 13. Complete and accurate financial statements were presented by the CFO and have been approved by the Board of Directors. _______(signed)_______ Mary Alice Bjork, Administrator ## Nearby sections - [OR DFR Bulletin 1970-04 OR DFR Bulletin 1970-04: Reinsurance of Title Insurance](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1970_04.md) - [OR DFR Bulletin 1992-03 OR DFR Bulletin 1992-03: Marketing Practices for Paying Commissions](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1992_03.md) - [OR DFR Bulletin 1994-01 OR DFR Bulletin 1994-01: Blanket Insurance](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1994_01.md) - [OR DFR Bulletin 1994-02 OR DFR Bulletin 1994-02: Title Insurance May Not Use Schedule B to Add Coverage](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1994_02.md) - [OR DFR Bulletin 1994-04 OR DFR Bulletin 1994-04: Creditor's Rights Coverage](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1994_04.md) - [OR DFR Bulletin 1996-02 OR DFR Bulletin 1996-02: Application of the Insurance Code to Health Benefit Arrangements that Include Provider Risk Sharing](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1996_02.md) - [OR DFR Bulletin 1996-04 OR DFR Bulletin 1996-04: Contents Corporate Minutes](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1996_04.md) - [OR DFR Bulletin 1998-03 OR DFR Bulletin 1998-03: Filing Requirements for Health Insurance Policy Forms, PER ORS 742.003; Applicability of Negotiated Policy Exception](https://www.frixlaw.com/law-library/statutes/OR_INS_B_1998_03.md) - [OR DFR Bulletin 2001-01 OR DFR Bulletin 2001-01: OAR 836-080-0240 – Standards for Prompt & Fair Settlement – Automobile Insurance](https://www.frixlaw.com/law-library/statutes/OR_INS_B_2001_01.md) - [OR DFR Bulletin 2001-09 OR DFR Bulletin 2001-09: Withdrawal of Bulletin INS 95-5 and INS 96-1](https://www.frixlaw.com/law-library/statutes/OR_INS_B_2001_09.md) - [OR DFR Bulletin 2002-01 OR DFR Bulletin 2002-01: No Policy Changes Required by 2001 Amendment to ORS 743.186(1)(A)](https://www.frixlaw.com/law-library/statutes/OR_INS_B_2002_01.md) - [OR DFR Bulletin 2002-03 OR DFR Bulletin 2002-03: USA Patriot Act of 2001](https://www.frixlaw.com/law-library/statutes/OR_INS_B_2002_03.md) - [OR DFR Bulletin 2003-02 OR DFR Bulletin 2003-02: Reducing Regulatory Burden](https://www.frixlaw.com/law-library/statutes/OR_INS_B_2003_02.md) - [OR DFR Bulletin 2003-05 OR DFR Bulletin 2003-05: Application of NAIC Manuals and Other Publications](https://www.frixlaw.com/law-library/statutes/OR_INS_B_2003_05.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/OR_INS_B_1996_04. Check the current official text before relying on it. Not legal advice.