74th OREGON LEGISLATIVE ASSEMBLY--2007 Regular Session
 
NOTE:  Matter within  { +  braces and plus signs + } in an
amended section is new. Matter within  { -  braces and minus
signs - } is existing law to be omitted. New sections are within
 { +  braces and plus signs + } .
 
LC 1931
 
                           B-Engrossed
 
                         Senate Bill 466
                   Ordered by the House May 16
 Including Senate Amendments dated March 14 and House Amendments
                          dated May 16
 
Sponsored by COMMITTEE ON BUSINESS, TRANSPORTATION AND WORKFORCE
  DEVELOPMENT (at the request of Agricultural Cooperative Council
  of Oregon)
 
 
                             SUMMARY
 
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure.
 
  Allows   { - agricultural - }  cooperative { + , other than
telecommunications cooperative or electric cooperative, + } to
have one or more directors who are not members or representatives
of members that are not natural persons, if authorized by bylaws
of cooperative. Requires that majority of directors of
cooperative be members or representatives of members that are not
natural persons.
 
                        A BILL FOR AN ACT
Relating to cooperatives; amending ORS 62.280.
Be It Enacted by the People of the State of Oregon:
  SECTION 1. ORS 62.280 is amended to read:
  62.280. (1) The corporate powers of a cooperative shall be
exercised by or under the authority of the board of directors,
and the business and affairs of a cooperative shall be managed
under the direction of the board of directors.  { + Except as
provided in subsection (2) of this section, + } each director, at
all times during the director's term of office, shall be a member
or a representative of a member which is other than a natural
person.  Unless the bylaws otherwise provide, directors need not
be residents of this state.
   { +  (2) If authorized by the bylaws of the cooperative, a
cooperative other than a telecommunications cooperative or
electric cooperative may have one or more directors who are not
members or representatives of members that are other than natural
persons. A majority of the directors of a cooperative described
in this subsection must be members or representatives of members
that are not natural persons. + }
   { +  (3) + } The bylaws may prescribe any other qualifications
for directors and may provide that directors be from specified
territorial districts. The bylaws may also provide that voting on
the election of directors from specified territorial districts
may be limited to members from the respective districts without
the obligation to hold district meetings.
 
    { - (2) - }  { +  (4) + } The number of directors of a
cooperative shall be not less than three, unless the number of
members of the cooperative is less than three. If the number of
members of the cooperative is less than three, the number of
directors shall not be less than the number of members of the
cooperative. Subject to this limitation, the number of directors
shall be fixed or determined by the bylaws, except as to the
number constituting the initial board, which number shall be
fixed by the articles.
    { - (3) - }  { +  (5) + } Directors constituting the initial
board named in the articles shall hold office until the first
annual meeting of the members and until their successors are
elected and take office. At that meeting and thereafter,
directors shall be elected by the members in the manner and for
the term of office, not to exceed three years, provided in the
bylaws. Each director shall begin immediately to discharge the
duties of director and, subject to resignation or removal, shall
hold office for the term for which the director was elected and
until a successor takes office.
    { - (4) - }  { +  (6) + } A director may be removed upon a
majority vote of all members voting in person thereon at a duly
called member meeting if written reasons for removal of the
director are included in the notice of the meeting and the
director whose removal is sought has had an opportunity to answer
the reasons at the meeting. The written statement of reasons for
removal shall be filed with the minutes of the meeting. The
bylaws may contain such other provisions for the removal of a
director as may be consistent with the provisions of this
subsection.
    { - (5) - }  { +  (7) + } Unless the bylaws provide
otherwise, any vacancy occurring in the board may be filled by
the affirmative vote of a majority of the remaining directors
though less than a quorum of the board. The director elected to
fill a vacancy shall be elected for the unexpired term of the
director's predecessor in office.
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