(2) The rights or options described in subsection (1) of this section may not be issued to a director, officer or employee of the institution or Oregon stock savings bank or of any subsidiary thereof unless the issuance:
(a) Is to all shareholders of the institution, Oregon stock savings bank or subsidiary thereof;
(b) Is approved at the annual meeting or a special meeting by the holders of at least two-thirds of the outstanding shares entitled to vote thereon; or
(c) Is pursuant to a plan previously so approved.
(3) In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for the rights or options described in subsection (1) of this section shall be conclusive. [1989 c.324 §29; 1997 c.631 §68; 2001 c.377 §58]